Annual
Report
2022
Contents
FY22 Highlights
Chairman’s Letter
Our Story and Purpose
About Ioneer
Year In Review
Sustainability and ESG Report
Board of Directors
Executives
Senior Management Team
Directors’ Report and
Consolidated Financial Statements
Other Information
Corporate Directory
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4
6
8
10
16
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30
32
98
105
AGM
The 2022 Annual General Meeting of shareholders of Ioneer Limited
(Company) will be held on Friday, 4 November 2022 at 10:00am
(Sydney time). Shareholders are invited to attend the AGM at Cliftons
Venues Sydney, Level 13, 60 Margaret Street, Sydney and online at
https://web.lumiagm.com/330319604.
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Providing the materials for a
sustainable and thriving planet
Ioneer is the owner of the Rhyolite Ridge Lithium-Boron Project
located in Nevada, USA, the only known lithium-boron deposit in
North America. Rhyolite Ridge is a world-class project that is expected
to become a globally significant, long-life source of lithium and boron
vital to a sustainable future. The Project is anticipated to come
onstream in 2025.
Annual Report 2022 2
FY22 Highlights
A year of strong delivery against the backdrop
of continuing permitting and Covid-19 challenges.
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• Offtake – EcoPro increases binding lithium
offtake agreement to 7000 tpa
• U.S. Listing – Ioneer commences trading
on Nasdaq
• Funding – US$490 million Strategic Partnership
signed with Sibanye-Stillwater
• Debt – U.S. Department of Energy’s Loan Program
office invites Ioneer into due diligence
• Engineering – Key contracts awarded to ABB, FL
Smidth, Veolia, and MECS
• Permitting – Issued State Water Pollution Control
Permit
Annual Report 2022 4
Chairman’s
Letter
No place is our dedication
clearer than in our work
to address the permitting
process in the United
States. We are committed
to the environment
including, biodiversity, water
recycling, low emissions,
and sustainability measures
essential to combatting
climate change.
Fiscal year 2022 has been another year of great effort and significant
progress by team Ioneer. It is with pleasure that we present to
shareholders the Company’s 2022 Annual Report.
As we move ever closer to Final Investment Decision (FID) and start
of construction, the scale and complexity of our work grows. Our job
is to manage numerous workstreams and bring them together like a
conductor brings together sections of an orchestra to make great music.
This year has tested our expanding team and has required complete
focus and commitment to help advance the Rhyolite Ridge project.
I am proud of our team, who, working with dedicated contractors and
consultants in an environmentally sensitive manner, are delivering on
the goal of developing the critical resources necessary to help enable
electrification of transportation. And by doing it responsibly, we leave
behind a positive story of who we are and what we stand for.
No place is our dedication clearer than in our work to address
the permitting process in the United States. We are committed
to environmental protection, low water usage, low emissions, and
sustainability measures essential to combatting climate change.
In our case, we have faced an important challenge to find a solution
that ensures the successful co-existence of Tiehm’s buckwheat and
our lithium mine. Over the year, we worked diligently with regulatory
authorities and stakeholder groups, to find a considered way to make
this co-existence both lasting and economically viable. We have pursued
solutions that ensure no direct, and minimal indirect, impact on Tiehm’s
buckwheat populations. The culmination of this extraordinary work
effort is the revised “Plan of Operations”, that was submitted to the
U.S. Government in July 2022. We expect this revised plan to move
forward into the National Environmental Policy Act (NEPA) process soon.
The plan will allow Rhyolite Ridge to be seen for what it in fact is – a
prime example of “responsible mining".
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Another key accomplishment has been the completion of our
lithium offtake strategy. We have now placed under binding
off-take agreement all volumes we plan to contract prior to
debt funding. Following agreements with EcoPro announced
in June 2021 and February 2022, we completed multi-year
binding off-takes, with two of the world’s leading OEMs,
Ford and PPES, a battery joint venture between Toyota and
Panasonic, early in FY 2023. All of the lithium sold is expected
to go into supply chains for U.S. made electric cars. Ioneer’s
patience in holding off on rushing to sign lithium offtakes has
allowed us to achieve this major milestone. It is important to
note that Ioneer’s offtake agreements are detailed binding
agreements that support project debt financing.
For the industry, the year has to some extent been filled
with conflicting messages. At a fundamental level, the year
was filled with important commitments by OEMs to the
electrification transition. These commitments resulted in a
dizzying array of announcements for various supply chains,
new factories and stunning cumulative demand requirements.
At another level, the industry once again overestimated
production additions for 2025-2030. If there is one thing I
have learned, it is that all lithium projects are harder and take
longer to deliver than expected. This is increasingly true for
lower quality projects, where processing flowsheets become
more challenging. It’s for these reasons, we are thrilled to have
the most mature project in the U.S., with minimal process
risk, and high confidence that we will support demand in the
critical demand period of 2025-2030 and beyond.
I am thankful to be the Chairman of our able Board, who once
again provided wise counsel and a strong commitment to
good governance. At the end of this fiscal year Julian Babarczy
decided to retire from our board. We thank Julian for his
excellent service on our board.
I also want to take a moment to thank the team. First and
foremost, I want to thank Bernard Rowe. One never knows for
sure the measure of a person until you get into a foxhole with
them. Bernard and team have lived in a foxhole for the past
year, and what we learned is that Bernard is the calmest and
most resolute when incoming fire is raining down. Our Board
thanks him for this. I would also like to say thank you to
all members of the Ioneer team. The workload has been
immense, and yet across all functions the team has united
and never quit.
Finally, thanks to all our shareholders that have stood with us
through this long and challenging process. We are confident
that your patience will be rewarded.
Sincerely yours,
James D. Calaway
Executive Chairman
Our growing engineering and operations team, working
with our EPCM, Fluor Corporation, and other world-leading
sub-contractors, continued to drive the project towards
construction readiness. We are now at a high state of
engineering readiness, which will enable Ioneer to start
construction as soon as the federal permit is issued.
Our finance team has also had a productive year.
We completed a Joint Venture agreement with Sibanye-
Stillwater (Sibanye) to provide US$490 million in equity for the
project in exchange for a 50% ownership interest. In addition,
Sibanye provided a further US$70 million via a placement in
Ioneer stock. Since September we have developed a strong
and effective working relationship with Sibanye.
We have also made considerable progress with our
Department of Energy Loan Program Office application
(DOE). We remain optimistic that we will reach agreement
to partner in the U.S. Government’s efforts to support the
establishment of a U.S. EV supply chain. The DOE process has
several milestones. Our application was deemed complete in
December 2021, and we have since been in the formal due
diligence phase with the DOE engaging external engineering,
economic, and legal experts to assist in detailed review.
Should both parties decide to move forward, we would
anticipate entering into a conditional term sheet with DOE in
the coming months.
We also completed the listing of our shares on Nasdaq under
the symbol IONR. The listing utilizes the American Depository
Receipt (ADR) process, with each ADS representing 40 ASX
shares of Ioneer. Completing the SEC registration process and
beginning the listing on Nasdaq allows Ioneer to continue its
efforts to expand our shareholder reach to North American
capital markets.
Annual Report 2022 6
Our Story and Purpose
Our Story
We are Ioneers – a group intent on pioneering where and how our earth’s ions are resourced for a
sustainable future. This dedication drives us to be leaders in a new energy revolution. Our diverse
team brings expertise from the mining, finance and energy industries. And together we have pledged
to improve how the vital materials for energy solutions are developed. As Ioneers, we understand the
importance of being kind to our planet while ensuring every person is able to enjoy the benefits of
clean energy.
It is not easy to take a leadership role in tackling a global challenge, but we are up for this job. We do
this not just for ourselves and our families, but each generation yet to come. Because we believe that
what we leave behind tells the story of who we were and what we stood for. And it is our privilege as
Ioneers to make a positive contribution to the story of a sustainable planet earth.
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Our Purpose
To responsibly provide the materials for a sustainable & thriving planet
Our purpose is underpinned by ‘what we believe’ and ‘how we act’, commitments that are the heart
of our culture and how we work together to achieve our purpose
What we believe
How we act
• That every individual is entitled to affordable,
• We recognise each of our actions has
clean energy
implications
• We have a responsibility to be custodians of
• We put our imaginations to work in service of
our planet
better energy solutions
• What we do today will have consequences for
• We know our reputation is on the line every day
decades to come
• Doing good is the right thing to do
• We thrive when we are helping others to thrive
• We work for what is in the best interest of all
• We strive to make our actions match our words
Annual Report 2022
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About Ioneer
Ioneer is an emerging lithium-boron producer
that is set to become a globally significant supplier
of two critical minerals, lithium and boron. The
Company’s Rhyolite Ridge Lithium-Boron Project in
Nevada, which has expansion potential, provides
a substantial foundation for Ioneer to become
a responsible and profitable producer of the
materials necessary for a sustainable future.
ioneer Rhyolite Ridge is one of only two known large lithium-boron
deposits globally. In 2022, Ioneer announced Sibanye-
Stillwater as a strategic partner in the Rhyolite Ridge Project,
commenced trading on NASDAQ, was invited into due
diligence by the U.S. Department of Energy Loans Program
Office, increased the amount of lithium offtake under binding
agreement, advanced engineering, and was issued the
second of the three key environmental permits required
for operations.
Ioneer delivered a DFS in 2020, which confirmed the Project’s
scale, long life and potential to become a globally significant
producer of both lithium and boron products.
Rhyolite Ridge’s unique mineralogy and physical properties
of the ore allows for a flowsheet that combines commercially
available processes and equipment to produce lithium and
boron end-products at the mine site without the need for
solar evaporation or high-temperature roasting.
Revenue generated from the operation is forecast to be split
between lithium and boron, ensuring a diversified and stable
revenue mix.
Importantly, the Project’s substantial boron revenue offsets
the operating cost to produce lithium carbonate, resulting in
a competitive all-in sustaining cash cost for lithium globally.
Lithium and boron are used in a diverse range of everyday
items and innovative technologies that are essential to
modern life. Lithium in particular is linked directly to
emerging clean technologies and is an irreplaceable
component for batteries essential to electric vehicles. Ioneer
is well-positioned to capitalise on the lithium supply deficit
forecast to rapidly accelerate by 2025.
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Nevada is one of the most attractive, mining-friendly
jurisdictions globally with a large pool of skilled labour,
well-established infrastructure, and proximity to the U.S. car
manufacturing industry and California ports. Rhyolite Ridge is
a strategically important deposit as the USA works to secure
and diversify its supply of battery metals and other critical
metals essential to modern life and the future.
The Company has a highly experienced board and
management with the necessary skills to develop, build
and operate a world-class lithium-boron mine in the
United States. The Ioneer team is complemented by top-tier
mining, engineering, processing and environmental partners
including Fluor, Golder, Veolia, SNC Lavalin, FL Smidth, MECS,
ABB and CAT.
The Ioneer advantage
1. Compelling Project Economics
Long mine life with rapid payback of capital:
5.2 years from first production
2. High Margin Lithium Producer Globally
Competitive all-in sustaining cash cost globally for
lithium with co-production of boron
3. Large, Expandable, Deposit
26-year mine life with verified expansion potential
4. Well Defined Process Flowsheet
Open pit, low cost, no new technology mining
5. Low Risk Location
Lithium and boric acid end products will be produced at site,
differentiating this from most other projects.
U.S. Advantage, mining friendly jurisdiction proximal
to U.S. car industry and Californian export ports
6. Sustainable Project
Small footprint, low emissions, low water usage
The Rhyolite Ridge Project located in Nevada, USA
Annual Report 2022 10
Year in Review
The announcement a 50:50 joint venture with
Sibanye-Stillwater to develop the flagship Rhyolite Ridge
Lithium-Boron Project for US$490 million in the first
quarter of FY 2022 set the tone for further significant
milestones in the funding workstream. In the second
quarter, there was news that the U.S. Department of
Energy’s Loan Programs Office had invited ioneer into a
due diligence process, a process that continued through
the balance of the financial year and was capped off on
30 June 2022 with ioneer commencing trading on Nasdaq.
Whilst the permitting workstream is delayed a clear path
to navigating roadblocks emerged and we anticipate
progress soon. Lithium offtake discussions benefitted from
continuing strong pricing and the transition to an electric
future. U.S. support for lithium’s role in renewable and
emission reduction technologies continues.
I’m excited for the year ahead.
Bernard Rowe
CEO and Managing Director,
ioneer Our goal is to take a Final Investment Decision (FID) on the
Rhyolite Ridge Project, which we are hopeful will occur at the
end of 2023. There are 5 key workstreams to deliver, in order
to take the FID. These workstreams include:
• U.S. listing on Nasdaq
• Sales & Marketing
• Project funding
• Engineering
• Permitting & Environmental
Each workstream is discussed in more detail below.
US listing on Nasdaq
Secondary listing of shares on a major
US stock exchange
At the end of the financial year, we were pleased to
announce the commencement of trading on the Nasdaq
under an American Depositary Receipt (ADR) listing.
The ADR program complements Ioneer’s existing primary
listing on the Australian Securities Exchange. The ADRs
began trading on Nasdaq on June 30, 2022, under the
symbol IONR. The SEC registration and Nasdaq listing
process did not include a capital raise.
We believe this secondary listing will be greatly beneficial
to the Company and its shareholders. There is a growing
desire among North American investors to take part in the
clean energy supply chain. We are pleased Ioneer will gain
greater visibility through a leading North American capital
market trading platform that is suited for future-forward
companies like ours.
Ioneer also entered into a depositary agreement with
The Bank of New York Mellon (BNY Mellon) under which
BNY Mellon act as depositary, custodian and registrar
for the ADRs. For shareholders interested in depositing
their ASX securities to participate in the ADR program,
instructions and BNY Mellon contact information can be
found on our website.
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The increased total offtake represents approximately 34% of
Ioneer’s annual lithium carbonate production from Rhyolite
Ridge in the first three years of operation. EcoPro expects
to convert Ioneer’s lithium carbonate into high purity lithium
hydroxide at its recently complete integrated cathode plant
in Korea.
Discussions with other potential lithium offtake partners
continued throughout the year. Soon after the year end,
the Company announced two additional lithium offtake
agreements, with Ford and PPES, a joint venture between
Toyota and Panasonic, that will ensure our Nevada produced
lithium is committed to the U.S. EV supply chain.
During the year the company signed Memorandums of
Understanding (MOU) with several U.S.-based companies
to support development of the U.S. EV supply chain.
These included an MOU with NexTech Batteries, a lithium-
sulphur battery technology company based in Carson City,
Nevada as announced in March 2022.
Boric acid offtake
Ioneer has three offtake agreements in place for its boric
acid production, which were announced in FY 2020 and
together account for 100% of Ioneer’s first year of boric
acid production and over 80% of years two and three
boric acid production.
The contracts include:
1. A binding offtake agreement with Dalian Jinma Boron
Technology Group Co. Ltd for 105,000 tonnes per annum
of boric acid for five years and include a distribution
agreement for the territories of China and Taiwan.
2. A three-year sales and distribution agreement with
Kintamani Resources Pte Limited for the territories of
Malaysia, Indonesia, Singapore, Thailand, Vietnam and
the Philippines.
3. A three-year sales and distribution agreement with
another distributor for the territories of Bangladesh,
India, Pakistan and Myanmar.
Sales and Marketing
Project Funding
First Lithium Offtake Agreement Signed
In June 2021, the Company announced that it had signed a
three-year, binding offtake supply agreement with EcoPro
Innovation Co Ltd (EcoPro), a leading global-cathode
manufacturer. The volume comprised an initial and firm
2000 tpa and an additional and optional 5000 tpa (subject to
mutual agreement, no later than Q1 2022).
In February 2022, EcoPro exercised the additional 5000 tpa
of lithium carbonate offtake, confirming an increase to the
initial 2000 tpa annual volume in the agreement to 7000 tpa.
The offtake agreement is conditional on Ioneer reaching an
FID on Rhyolite Ridge.
As noted above, the financial year was marked out for
progress in the funding workstream. Several milestones
were achieved as detailed below:
Strategic Partnering
In September 2021, we announced that the Company
had reached an agreement to establish a joint venture
with Sibanye Stillwater Limited (Sibanye) to develop the
Rhyolite Ridge Lithium-Boron Project. Under the terms of
the agreement, Sibanye will contribute US$490 million for
a 50% interest in the Joint Venture, with Ioneer to maintain
a 50% interest and retain operatorship. Ioneer has also
agreed to provide Sibanye with an option to participate in
50% of the North Basin, upon the election of Sibanye to
contribute up to an additional US$50 million, subject to
certain terms and conditions.
Annual Report 2022
12
Sedimentary Basin
hosts Li-Bore
Tiehm’s
Buckwheat
Tiehm’s
Buckwheat
Quarry
July 2022
sin
a
Sedimentay B
C
o
u
n
t
y
R
o
a
d
0
1
kilometres
Updated Plan of Operation that avoids Tiehm's buckwheat
We were extremely pleased to welcome Sibanye, a leading
international mining company, as a strategic partner in the
Rhyolite Ridge Project. Sibanye, one of the world’s largest
primary producers of platinum, palladium and rhodium
and gold, with operations in the U.S., has a commitment to
developing and maintaining an inclusive and sustainable
culture, and a determination to become a major force in the
battery materials supply chain. They are an excellent partner
for Ioneer to jointly realize the promise of Rhyolite Ridge.
With a strong strategic partner in place, we can now look
to finalise debt financing for the Project and move towards
construction. We are confident in the alignment of our
companies. Our partnership with Sibanye will allow Ioneer to
unlock the tremendous, long-term value of Rhyolite Ridge.
Department of Energy Loans Program Office
In December 2021, Ioneer announced that the U.S.
Department of Energy (DOE) Loan Programs Office (LPO)
had invited Ioneer USA Corporation into the LPO’s due
diligence process. The invitation was based on the LPO’s
determination that the Company’s application for a loan from
the DOE to finance the proposed Rhyolite Ridge Lithium-
Boron Project was ‘substantially complete.’
Ioneer commenced the LPO process in Q1 2021 with
pre-application consultations and later moved into the
formal application process which involved the submission
of in-depth project engineering, financial and commercial
information in order to demonstrate project eligibility.
Ioneer celebrates ringing the closing bell on Nasdaq
The LPO ATVM program currently has approximately
$17B in authority that can be used to finance qualifying
critical materials projects to help reinvigorate, advance and
transform America’s energy infrastructure.
The March and June quarters saw good progress on the
LPO due diligence process. We have been working closely
with the DOE’s external advisors on due diligence and are
nearing the end of this process. Should the process be
successful it would be followed by negotiation of a term
sheet and consideration in the LPO’s credit approval process.
Additional steps remain in the process and the DOE’s
invitation is not an assurance that the Project will secure
a loan.
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Veolia and Ioneer have been working together since
2018, including in the design and operation of Ioneer’s full
simulation pilot plant and Veolia’s laboratory testing and
simulated key unit operations. The results obtained from this
work further confirmed the design parameters, reduced the
technical risks and boosted the project economics.
Sulphuric Acid Plant Contract awarded to MECS
In September 2021, Ioneer awarded a contract for the
license, engineering, and supply of proprietary equipment
for the planned sulphuric acid plant at the Rhyolite
Ridge Project.
Specialty technology provider MECS will work with
engineering partner SNC-Lavalin on the plant design,
providing best-in-class MECS® sulphuric acid production
technology for a plant with a capacity of 3,500 tonnes per
day, and controls that limit emissions to among the lowest
in the world for this type of facility.
The MECS contract is conditional on an FID on the Project
by the Ioneer Board of Directors.
ABB Inc. awarded engineering, project
management and equipment contract
In February 2022, Ioneer announce it had awarded a major
engineering and equipment supply contract to ABB Inc.
Under the contract, ABB will work on systems engineering
and optimization for equipment packages, including the
steam turbine generator, medium and low voltage electrical
distribution, power management and plant-wide process
automation and instrumentation systems for the acid and
lithium processing plants.
The contract has been awarded on a limited notice to
proceed (LNTP) basis, with the supply of the equipment
packages being conditional on a FID on the Project by
Ioneer’s Board of Directors.
Engineering update
Work during the year focused on further progressing
detail and vendor engineering. The key aim of ongoing
activities is to be construction ready to support
construction mobilisation following the Full Notice to
Proceed (FNTP) award.
Procurement activity has focused on long lead items and
items required for initial construction. Currently about
17 of the equipment and material packages are active in the
procurement process. An open book contracting strategy
has been frequently employed to minimize escalation risks.
Schematic of the Sulphuric Acid Plant at Rhyolite Ridge
Other Debt Discussions
In addition to the DOE Loans Program Office application,
the Company continues to engage with a number of
potential debt funders and is encouraged by feedback to
date. This includes working with project finance banks and
vendors to assess Export Credit Agency (ECA) financial
support. This work has been prioritised behind the DOE
LPO work which is expected to be a lower cost of capital.
Equity Raising
In October 2021, we announced the completion of a
US$70 million strategic investment by Sibanye-Stillwater in
Ioneer. The placement was overwhelmingly supported by
shareholders at the Extraordinary General Meeting held
21 October 2021. The funds secured from the placement
were to fund costs necessary to advance the Project to
commencement of construction, the purchase of certain
long lead items and for general working capital purposes.
We were pleased to welcome Sibanye-Stillwater to our
register.
Engineering
Veolia awarded major engineering design and
equipment supply contract
In August 2021, we were pleased to announce that Veolia
Water Technologies had been selected to complete
detailed engineering design wand supply of evaporation,
crystallization and dewatering equipment for the
development of the Rhyolite Ridge Lithium-Boron Project.
It is the largest single supply contract that Ioneer will award
as part of the Rhyolite Ridge build. The contract was awarded
on a limited notice to proceed basis. Phase one, the supply
of engineering services for detailed design, has commenced
whilst phase two, the supply of equipment, is conditional on
a FID on the Project by Ioneer’s Board of Directors.
Annual Report 2022
14
State and Federal Permitting Process
Whilst this has been an area of delay, it has not been
without progress.
Water Pollution Control Permit
Ioneer has now obtained two of the three key permits
required to commence construction at Rhyolite Ridge:
• A Class II Air Quality Permit issued by the Nevada Division
of Environmental Protection
• A Water Pollution Control Permit issued by the Nevada
Division of Environmental Protection
Having received the Class II Air Quality Permit in June
2021, the Water Pollution Control Permit followed quickly
thereafter in July 2021. The Water Pollution Control Permit
was issued following a detailed project review, which
included an assessment of the impact to surface and
subsurface water during and after closure of the operation.
Plan of Operations
The third key permit, still outstanding, is the Plan of
Operation (Plan) that must be approved by the federal
U.S. Department of the Interior (DOI).
The Plan requires assessment under the National
Environmental Policy Act (NEPA) process, which includes
public consultation and preparation of an Environmental
Impact Statement.
In March 2021, the Nevada State Bureau of Land
Management (BLM) sought DOI approval to publish a
Notice of Intent (NOI) for the Rhyolite Ridge Project. After
consultation with BLM, it was decided to revise the Plan to
completely avoid all Tiehm’s buckwheat (the 2020 version
required moving some plants). This resulted in the need
to update various aspects of the Plan. The updated Plan
was resubmitted to the BLM in July 2022. The revised NOI
is anticipated to be published thereafter starting the NEPA
process.
Once the NOI is published, the BLM will hold a series of
public meetings to provide a description of the Project and
allow for public comment. Comments are then collated and
reviewed with potential changes and mitigants made to
the Plan in response to comments. This process ultimately
culminates in an EIS and a Record of Decision (ROD).
Our best estimate of time taken from the publishing of
a NOI through to the ROD is approximately 12 months.
Once the Plan has been approved via a ROD, construction
of the Rhyolite Ridge Project can begin.
Ioneer executives at site
Tiehm’s buckwheat Conservation
In February 2022, the U.S. Fish and Wildlife Service announced
that it had proposed critical habitat to accompany its
proposed rule to list Tiehm’s buckwheat as an endangered
species under the Endangered Species Act (ESA).
Ioneer had long anticipated the potential listing of Tiehm’s
buckwheat under the ESA due to the relative rarity of
the species. This has been factored into every aspect of
the Rhyolite Ridge Project's planning including its design,
engineering, operational and environmental considerations.
During the year, we undertook considerable work to
advance the available science and information about Tiehm’s
buckwheat, allowing protection and preservation programs
for Tiehm’s buckwheat to be established. The additional
information collected about Tiehm’s buckwheat and similar
buckwheat species provides fact-based support for our
protection programs.
ioneer
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The Ioneer team at a recent community event
The protection of Tiehm’s buckwheat is firmly incorporated
into our Project environmental plans and approvals, and
we will ensure the species is managed and protected
irrespective of its listing status. Ioneer’s buckwheat
management and conservation plan incorporates a strategy
to minimise impact to buckwheat habitat. Our research
gives the Company high confidence we can ensure the
continuance of a viable population through proven
mitigation measures to address the impact from Ioneer’s
operations, as well as serious natural threats such as
extreme drought and herbivory that threaten the plant
population regardless of the Company’s operations.
Bernard Rowe
CEO and Managing Director
A commitment to Tiehm's buckwheat conservation
Annual Report 2022 16
Sustainability
and ESG Report
We are committed to responsible and ethical business
practices, safety and sustainability
At Ioneer, we believe that sustainability and ESG must
be built into the fabric of who we are and what we do.
Our commitment to sustainability and ESG starts at
the Board and permeates the whole company. It is a
commitment founded in the principle that sustainable
mining is good business and a critical component of the
global economy.
Contents
1 Our Approach to Sustainability & ESG
2 Corporate Governance
3 Communities and People
4 Environmental Stewardship
5 Energy Efficiency
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ioneer 17
1. Our Approach to Sustainability & ESG
1.1. Overview
During financial year 2022, Ioneer, joined the Minerals
Council of Australia (MCA), under which member
companies accept 10 principles of enduring value – the
Australian minerals industry’s framework for sustainable
development. In addition, after reviewing best-in-class
sustainability practices and reporting frameworks, Ioneer
adopted the Toward Sustainable Mining (TSM) framework
for ESG. MCA has adopted the TSM system to deliver,
demonstrate and enhance the Australian minerals industry’s
sustainability and ESG performance at site level.
In financial year 2020, Ioneer developed sustainability pillars
as guideposts for our environmental and social responsibility
reporting. These sustainability pillars were: Clean Energy;
Environment; and People & Community.
We have amended our sustainability pillars to align them with
MCA's enduring value principles and the TSM framework.
1.2. Reporting Framework
This framework represents our core tenets which will direct
our business decisions and are the touchstones we rely
on to guide our actions into the future. The Ioneer team
understands that modern mineral extraction companies
need to be accountable to many stakeholders beyond those
who monitor our regulatory requirements, while supporting
a broader goal of being in the forefront of providing the
materials needed to allow the global transition to new
renewable sources of energy.
1.3. FY2022 Highlights
• ESG Committee formalised to assist the Board with
ensuring accountability for material issues, risks, and
performance of the Company with respect to health,
safety, environment, and community.
− Ms. Rose McKinney-James named to lead the ESG
Committee, providing accountability and expert
leadership. Throughout her career, including her recent
role as Managing Principal of Energy Works Consulting
LLC and McKinney-James & Associates, Ms. McKinney-
James has had the opportunity to address a variety of
ESG-related challenges for similar companies.
Our approach starts with our corporate governance
structures. Ioneer, its directors and management recognise
that commitment to sustainability & ESG is crucial to having
a successful business that generates sustainable returns.
• TSM and Enduring Value Principles selected by the
Board and initiated as a voluntary reporting framework to
provide for a yardstick of the Company’s commitment to
sustainable development.
TSM focuses on eight operational areas for which tools,
referred to as TSM Assessment Protocols (Protocols),
assist mining companies in understanding and achieving
the TSM Guiding Principles. The Protocols can be grouped
under three pillars:
Communities & People
Environmental Stewardship
Energy Efficiency
We have amended our approach to sustainability & ESG
reporting as follows:
− Redirected focus based on the requirements of TSM
and Enduring Value Principles. Ioneer is focusing
on improving energy efficiency in its designs,
promoting environmental stewardship (particularly
water and biodiversity management), and ensuring
transparency in its actions through active and ongoing
communication with various stakeholders.
• Ongoing study and conservation of Tiehm’s buckwheat,
a proposed USFWS endangered species, through various
investigations and construction planning for a greenhouse
to generate additional seedlings.
• Community Support – Ioneer continued to enthusiastically
support various events and organizations in the Fish Lake
Valley and surrounding areas, while providing forums for
community members and others to learn more about the
Project and provide input on its optimisation.
Corporate Governance
1.4. FY2023 Priorities
Target Setting
• Establish baseline carbon footprint for Rhyolite Ridge
• Develop TSM-compliant climate and decarbonization
targets and goals in alignment with Ioneer’s corporate
goals and objectives
• Confirm key material ESG risks and opportunities
• Identify applicable key sustainability metrics beyond TSM
• Develop specific key performance indicators (KPIs) to track
performance
• Life Cycle Analysis of Project
Communities
& People
Environmental
Stewardship
Energy
Efficiency
Each Protocol is made up of a set of indicators that help
mining facilities build, measure and publicly report on the
quality of their management systems and their performance
in the TSM focus areas. MCA has endorsed TSM.
Annual Report 2022
18
ESG Program Development
Tiehm’s buckwheat
• Develop detailed ESG disclosure summary report
to disclose targets, goals, and performance tracking
measures
• Complete and implement various action plans to gain
compliance with TSM
• Continue studies to support efforts to ensure its survival
• Revise Plan of Operations to avoid Tiehm’s buckwheat
• Grow seedlings to support studies and possible
transplant trials
• Commission greenhouse
• Pollinator study
• Development of Conservation Agreement
TSM: Globally Recognised Performance System
Initially released in 2004, TSM has since been adopted by ten mining
associations around the world, including Australia. More recently,
standards have been developed that can be applied in the U.S.,
consistent with those developed for other countries.
TSM is a globally recognized performance system that helps
extractive companies evaluate and manage their environmental
and social responsibilities. It includes a set of tools and indicators to
drive performance and ensure that key mining risks are managed
responsibly and transparently to the public. Accountability is ensured
through implementation of both self-audits as well as third-party
audits of the Company’s processes and operations relative to various
approved plans, all guided by an external Advisory Council. The
intent of meeting these standards is to go above and beyond the
requirements of the various operating permits to allow Ioneer to be
an exceptional operator as measured against world-standards while
allowing for continuous improvement by progressing through various
levels of scrutiny within the performance system.
The TSM initiative allows companies to turn high-level environmental
and social commitments into action on the ground, while at the
same time providing stakeholders with valuable information on how
operations are faring in important areas, such as community outreach,
water management, and biodiversity. By operating under the TSM
umbrella, Ioneer will provide transparent reporting to clearly defined
ESG targets to stakeholders, that help drive operational improvement
and efficiencies, reduce our environmental impacts, and monitor and
publicly report material ESG-related issues, risks, and performance.
Towards Sustainable Mining is:
The white hill at Rhyolite Ridge
Transparent
Accountable
Credible
Measurable
Minerals operations publicly
report their performance
against the TSM indicators
on an annual basis and
results are externally verified
every three years.
Assessments are conducted
at site level where mining
and minerals processing
activity takes place.
TSM is overseen by an
independent Community of
Interest Advisory Panel of
key industry stakeholders
to support the program’s
credibility, future growth and
refinement.
TSM includes requirements
to measure, demonstrate
and communicate continual
improvement.
ioneer 19
1.5. Ioneer and TSM
1.6. Enduring Value Principles
The TSM performance system includes a series of
compliance levels to be achieved over time as the Project
advances through construction into operations and into
closure, allowing for continuous improvement by “raising
the bar” for operators in terms of such elements as water
conservation, energy efficiency, biodiversity enhancement,
and others. Ioneer’s goal is to develop systems and
processes that comply with TSM under “Level A”.
Once the protocols are implemented, Ioneer will use
the TSM framework to report on seven protocols with
30 indicators of social and environmental performance.
Qualified external verifiers will review and confirm
compliance with TSM every three years.
Beyond our commitments under TSM, Ioneer recently
joined the Minerals Council of Australia (MCA) who provide
an Enduring Value Principles framework within which the
minerals industry can operationalise its commitment to
sustainable development.
Using similar tenets to that of TSM, the Enduring Value
Principles include a range of detailed guidance to support
both site managers and corporate executives in adhering to
sustainable development principles at all levels within the
business. Generally modeled on the International Council
on Mining and Metals’ (ICMM’s) 10 Principles for Sustainable
Development as well as the United Nations Sustainable
Development Goals, these principles represent the global
industry’s commitment to manage social, health, safety,
environmental, and economic issues to deliver sustainable
shareholder value, improve performance, and publicly report
on the industry’s progress.
Relationship between Ioneer’s Sustainability Pillars, Enduring Value Principles, and TSM
Corporate Governance
Principle 1
Principle 3
Principle 6
Improve
Environmental
Performance
Principle 7
Conservation of
Biodiversity
Ethical Business
and Corporate
Governance
Uphold
Human Rights
Principle 4
Risk
Management
Principle 5
Improve
Health and
Safety
Principle 9
Community
Development
Principle 10
Stakeholder
Engagements
Principle 2
Sustainable
Development
Principle 8
Responsible Product
Design, Use, Re-use,
Recycling and Disposal
Communities & People
Environmental Stewardship
Energy Efficiency
Crisis
Management and
Communications
Planning
Indigenous and
Community
Outreach
Preventing
Child and
Forced Labour
Water
Stewardship
Safety and
Health
Biodiversity
Conservation
Management
Energy use and GHG
Emissions management
Annual Report 2022
20
2. Corporate Governance
The Board of Ioneer Limited has ultimate responsibility for the management of Ioneer’s business, including ensuring
appropriate governance arrangements are in place.
Ioneer has established a framework for managing the company, including corporate governance policies and practices,
relevant internal controls and risk management processes, collectively designed to promote the responsible management and
conduct of the Company and its business activities. Ioneer’s governance framework was developed having regard to the ASX
Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition).
Figure 2 – Ioneer corporate governance framework
Constitution
Board and Committees
Audit & Risk | Nomination & Remuneration | ESG | Project Execution
Core Corporate policies
Disclosure | Trading Policy | Code of Conduct | Diversity | Whistleblower | Shareholder
Communication | Anti-bribery & Corruption
Sustainability & ESG policies and position statements
[In development]
Financial Controls and Risk Management
Group and asset level standards and verification
Further information regarding corporate governance at
Ioneer is set out in ioneer’s 2022 Corporate Governance
Statement – June 2022, a copy of which is available
on ioneer’s website at https://www.ioneer.com/about/
governance-policies
Ioneer’s Appendix 4G identifying, on an if not why not
basis, the extent to which Ioneer has followed the
ASXCGC Principles and Recommendations, is available
on Ioneer's website at https://www.ioneer.com/
investors/announcements
Instilling a culture of excellence in corporate and operational
governance has been a focal point of Ioneer in advancing
the Rhyolite Ridge Project to promote our collective desire to
operate responsibly, ethically, and transparently. This effort
starts at the top of our organization with Ioneer’s Board
of Directors. The Board takes this responsibility seriously,
seeking to instil a culture of excellence into their own actions
as well as throughout the Ioneer organization.
In FY 2022, Ioneer implemented its ESG Committee to assist
the Board in monitoring concerns, risks, and performance
of the Company with respect to health, safety, environment,
and community.
A key area of Sustainability & ESG Governance is Leadership.
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21
Our Leadership
The Board of Directors
Ioneer has a majority independent Board of Directors.
The Board has ultimate responsibility for:
• The Company’s strategy, including in relation to Sustainability & ESG; and
• The Company’s governance framework.
The Board has delegated responsibility for the day-to-day implementation and execution of the
Company’s strategy (including in relation to Sustainability & ESG) to the Managing Director &
CEO and, through the Managing Director and CEO, the Executive and Senior Leadership Team
of the Company.
Through the Company’s governance framework, the Board oversees the implementation
and execution of the Company’s strategy (including in relation to Sustainability & ESG) by
Management.
Board Committees
The Board has established four standing Board Committees (Committees), each of which plays
an important role in Sustainability & ESG:
• The Audit & Risk Committee – provides advice and recommendations to the Board regarding
the financial statements and oversees the Company’s risk management framework;
• The Nominations & Remuneration Committee - provides advice and recommendations to
the Board regarding people and remuneration matters, inclusion and diversity objectives
and strategies, and the composition of the Board;
• The ESG Committee - provides advice and recommendations to the Board regarding health,
safety, environment and community matters, including action on climate change, and verses
managements development and implementation of systems and processes to manage
health, safety, environment and community risks;
• The Project Execution Committee - brings transparency, focus and independent judgement
to the execution of the Rhyolite Ridge Project. Its role is to oversee the adequacy of the
company’s Project execution processes and to provide guidance to the management
Project Execution Steering Committee.
Each of the Committees is chaired by an Independent Non-executive Director, and a majority
of Committee members are Non-executive Independent Directors.
Managing Director
& CEO
The Managing Director & CEO has the delegated authority of the Board for the day-to-day
management of the Company, other than those matters expressly reserved to the full Board.
Executive Leadership
Team
The Executive Leadership Team, led by the Managing Director & CEO, has the responsibility
for the implementation and execution of the Company’s strategy, including in relation to
Sustainability & ESG, across the Company
The role of the Executive Leadership Team includes the development and implementation of
management systems and processes to manage Sustainability & ESG risks and achieve the
Company’s Sustainability & ESG objectives.
Senior Leaders
The Senior Leaders are responsible for implementing the Company’s management systems
and processes to manage Sustainability & ESG risks and achieve the Company’s Sustainability
& ESG objectives.
Annual Report 2022 22
3. Communities and People
Indigenous and
Community Outreach
Crisis Management and
Communications Planning
Safety and Health
Preventing Child and
Forced Labour
The Company recognises that workplace diversity, including
gender, age, ethnicity, cultural background, qualifications and
experiences is a key contributor to our business success.
In FY 2022, 43% of our workforce was female, up from
36% in FY 2021. Female representation on the Board in
FY 2022 comprised 33%, (FY21: 33%). The executive team
has no female representation (FY21: Nil) and the senior
management team 59% female representation (FY21: 50%).
The Company’s future is tied to our ability to complete the
permitting, financing, construction, ramp-up, and operations
at Rhyolite Ridge. We will expand our team significantly as we
develop the Project. The Board will seek to increase gender
diversity at senior levels of management as opportunity
allows. As part of our annual remuneration process, gender
pay equity is reviewed.
Our people
We strive to create a work environment where everyone
feels safe, valued and empowered.
At Ioneer, we aim to build a culture that reflects our values
of being an innovative, caring, committed and responsible
organisation.
Ioneer is committed to:
• Providing a healthy and safe workplace for employees,
contractors and business partners, minimising incidents
and accidents, and eliminating serious injuries and
illnesses
• Promoting a diverse workplace that better reflects the
community in which we conduct our business, by:
− Fostering a workplace which encourages and supports
inclusivity and diversity, and does not tolerate bias or
inappropriate behaviour
− Promoting a workplace environment that provides
opportunity for all workplace participants to perform
and succeed.
Diversity
Ioneer endeavours to create a diverse work environment
in which everyone is treated fairly and with respect and
where everyone feels responsible for the reputation and
performance of the Company. Our commitment to this
contributes to achieving our corporate objectives and
embeds the importance and value of diversity within the
culture of the Company.
Workforce Snapshot (30 June 2022)
Tenure
Gender Diversity
Our culturally diverse leadership team
Age
s
e
e
y
o
p
m
E
l
6
5
4
3
2
1
0
36%
50%
100%
33%
64%
50%
67%
%
s
e
e
y
o
p
m
E
l
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
9
8
7
6
5
4
3
2
1
0
s
e
e
y
o
p
m
E
l
6
months
6 months
to 1 year
1 to 2
years
2 to 3
years
>3
years
Employees
Senior
Mgt
Executives
Board
¢ Male ¢ Female
<30
31-40
41-50
51-60
>60
ioneer
A key component of TSM is engagement with the various
communities and individuals potentially affected by the
Rhyolite Ridge Project as well as other stakeholders. Ioneer is
committed to being transparent in its communications, and
to reporting progress against predefined ESG targets.
During this past year, Ioneer has contributed significant
time and financial resources, supporting several activities
and events:
• Funding delivery of meals to seniors and shut-ins during
the pandemic
3.1 Indigenous & Community Outreach
• Annual donation of turkeys to Fish Lake Valley residents
23
Beyond its reporting of progress and performance metrics
to stakeholders, Ioneer continues to be actively involved in
supporting the local communities and events held in Fish
Lake Valley and nearby Tonopah, relishing its role as an
active contributor in advancing the prosperity of individuals
who live in or visit the region.
Ioneer awards the winner of the women's individual mucking event at
the Nevada State Mining Championships
Our 2022 Ioneer Sustainable World Scholars
for Thanksgiving
• Holiday meals and gifts for local children in nearby
communities
• Funding for the Veterans Memorial Wall in Tonopah
• Contributing to the Tonopah Historic Mining Park
• Sponsor of Fish Lake Valley’s 4th of July Celebration
and Rodeo
• Sponsor of Tonopah’s Jim Butler Days and National
Mining Championships
• Academic scholarships to graduating seniors from
Tonopah High School
• Contributing to women in mining
In support of the requirements of TSM, Ioneer is preparing
several community-related action plans that address:
• Indigenous and community relationships
• Health and safety of the public and our workers
Our management team is fully cognizant of the emphasis
being placed on environmental justice in the extractive
industries and have met with members of various local
indigenous tribes as well as others who may be marginalized
through development of the Project. We are developing our
community engagement plans in full consideration of any
disproportionate social or environmental impacts that could
potentially occur to certain community members.
This past year has seen Ioneer’s involvement with the
Esmeralda County Land Use Advisory Committee, comprised
of local citizens that have been tasked with updating the
County’s Master Plan, Water Resources Plan, and the Public
Lands Policy Plan. This group is providing input on various
matters that potentially could affect local residents as a
result of the Project's development as well as other existing
and potential projects in the county. Topics such as public
access, grazing rights, water rights, dust, night skies, visual
impacts, traffic, and others are discussed. Input received at
these committee meetings is being used by Ioneer to help
shape various aspects of the Project design, allowing active
participation of community members to be put into action.
The positive predicted economic impact the Rhyolite Ridge
Project will have on the local, regional, and state economy
remains robust.
400-500
Construction
Jobs
200-300
Operation
Jobs
Annual Report 2022
24
Bernard Rowe speaking at a recent community event
Such an economic boost will greatly enhance the welfare
of the local citizenry, providing additional amenities and
business opportunities for support services and suppliers
in addition to the direct Project-related jobs. The Project’s
tax revenue will greatly enhance existing County services as
well as afford the opportunity to provide additional services
desired by local residents.
3.2 Crises Management and Communications
Planning
Crises Management and communications plans are being
developed in advance of Project needs. These plans are
expected to be prepared and reviewed in FY 2023.
3.3 Safety & Health
The safety and health of the public and Ioneer’s workers and
contractors is of first importance. We are pleased to report
zero reportable injuries in the 278,895 hours worked on the
Project to date, which includes 106,991 hours worked in FY 2022.
0
Reportable
Injuries
to Date
Ioneer is in the process of developing a comprehensive
Health and Safety Plan, consistent with the requirements
of TSM, to guide its efforts into construction and through
the operational and closure phases. The plan will include
policies, protocols, and training requirements to minimise
the likelihood of personal injury while providing for well-
planned responses in the case of various natural and
human-caused events. Board-level oversight will ensure
accountability related to the health and safety of all Project
personnel and stakeholders.
3.4 Preventing child and forced labour
In support of the requirements of TSM, Ioneer is preparing
plans that address the prevention of forced and child labour.
To date, all material contracts and purchase orders entered
have included language preventing such practices.
ioneer
4. Environmental Stewardship
Environmental Stewardship
Tailings
Management
Biodiversity
Conservation
Management
Water
Stewardship
Environmental stewardship is at the core of the
Company’s mission in developing the Rhyolite Ridge
Project. Water stewardship and biodiversity conservation
are highlighted by TSM as areas of focus for minimising
environmental impacts associated with development,
operations, and closure phases of the Project.
4.1 Tailings Management
The Project has no evaporation ponds or tailings dam.
The spent ore storage facility has been designed as a “dry
facility” with liners, seepage collection systems, and leak
detection systems to collect and appropriately manage all
contact water.
4.2 Biodiversity Conservation Management
Ioneer has expended considerable time and money in
fully characterizing the flora and fauna of the Project Area
and beyond, effectively establishing a solid understanding
of current conditions related to biodiversity. Particular
attention has been placed on understanding the various
characteristics of Tiehm’s buckwheat, a plant for which the
U.S. Fish and Wildlife Service has announced a proposed rule
to list it as endangered under the Endangered Species Act.
Ioneer anticipated this proposed listing and, in response,
completed numerous studies to characterize the habitat
of the plant and those of related buckwheat species,
significantly advancing the science of buckwheat throughout
the region. This data provides a solid base for development
of mitigation and protection measures.
25
Tiehm's buckwheat grown from seeds by Ioneer
Conservation of Tiehm’s buckwheat
In addition to scientific research, the Company is pursuing
the following conservation initiatives:
• Developing comprehensive protection and conservation
plans in coordination with the U.S. Fish and Wildlife
Service and BLM
• Developing a Biodiversity Conservation Action Plan,
a critical document in achieving alignment with the
requirements of TSM
• Constructing a greenhouse to grow Tiehm’s buckwheat
seedlings for future use in expanding its footprint and
supporting additional scientific studies
• Revising our Plan of Operations to completely avoid
existing Tiehm’s buckwheat populations, providing a final
measure of insurance for the plant’s survival
• An agriculture engineer has joined the Ioneer team
to focus the Company’s efforts on conservation and
propagation of Tiehm’s buckwheat as part of the Project’s
development.
Collectively, Ioneer’s engagement with Tiehm’s buckwheat will
provide much greater protections to the plant and markedly
increase its chances for survival.
Annual Report 2022 26
Greenhouse growing Tiehm's buckwheat from seeds
4.3 Water Stewardship
Ioneer has diligently characterized the surface water and
groundwater resources of the Project Area as well as
adjacent areas through completion of extensive baseline
studies involving sampling, flow measurement, aquifer
testing, and measurements of depth to water.
14
Sampling
Events
65
Parameters
Analyzed
21
Sample
Locations
Monitoring of the water resources in the area is ongoing as
the Company is intent on fully understanding variability in
the natural hydrologic and hydrogeologic systems prior to
commencement of site development.
As part of its focus on protecting water resources within
the Project Area and beyond, Ioneer is preparing a Water
Stewardship Action Plan, consistent with the requirements
of TSM. Key elements of this plan include:
• A commitment by Ioneer to water stewardship by
designating an individual within the Company accountable
for implementing the various water stewardship protocols
and communicating this commitment to stakeholders
• Design and construction of a water management system
that maintains a water balance and a pledge by the
Company to proactively manage water quantity and quality
• A plan to engage with other water users and stakeholders
in governing and developing management plans for the
broader watershed beyond the Project site
• Establishment of water-related objectives to measure
and report on the performance of this Plan to various
stakeholders
Ioneer considers water stewardship one of its key
responsibilities in consideration of the importance of
water in western Nevada. We are committed to lessening
our consumption through continued optimization of our
processes through reduction, recycling, and other means, as
well as supporting broader efforts throughout the Fish Lake
Valley to promote water quality and conservation.
5. Energy Efficiency
Energy Efficiency
Energy Efficiency
Energy use and GHG
Emissions management
Producing the materials for a sustainable future
The reality of climate change is rapidly changing the way in
which the world generates, stores, uses and distributes energy.
The U.S. Government has increasingly emphasised the
need for the electrification of the country’s transportation
fleet to reduce greenhouse gas emissions. A domestic
manufacturing supply chain, from raw materials to car
production and ultimately through to recycling allows the
U.S. to reach this goal while maintaining national security,
creating high-quality jobs, fostering social justice and
ensuring compliance to rigorous environmental standards.
Electrification requires lithium, and Rhyolite Ridge will be a
secure source of minerals ready to be utilized in the lithium-
ion battery supply chain.
Ioneer is set to become a globally significant supplier of
lithium carbonate and boric acid, which are vital materials
to produce end products that reduce greenhouse gas
emissions and create a more sustainable future.
ioneer
27
Ioneer sponsors the Las Vegas leg of Charge Across America
Our design team has been diligent in considering alternatives
that will both provide for greater energy efficiency in ore
extraction and processing as well as transportation including,
tier 4 engines for mining equipment, and automated mining
equipment that reduces fuel consumption. The team settled
on methods that will produce lithium carbonate, and boric
acid using off-grid, energy-neutral processes that have
minimal carbon dioxide (CO2) emissions from heat and
electricity generation, resulting in a processing plant with low
emissions of greenhouse gases and negligible hazardous air
pollutants. The selected processing design was derived after
full cycle pilot plant testing involving numerous iterations to
optimise the systems.
Ioneer has selected power and automation technologies
for Rhyolite Ridge to ensure optimised energy efficiency
and utilization. The electrical switchgear and motor control
equipment have built-in smart devices tightly integrated with
the Power and Energy Management System. This will allow
operations to optimise the use of electrical energy at the
facility through data collection and implementation of load
management schemes. Furthermore, the selected unified
platform for the Process Automation and Power and Energy
Management systems will facilitate energy management
in line with process load requirements, optimising energy
utilisation in the mine, acid plant, lithium/boron processing
facilities as well as the on-site power generation plant.
Extraction of ore and transport of the final products
will be accomplished using the lowest emission class of
mobile equipment. In addition, Ioneer is evaluating several
technologies to reduce dust emissions along the access and
haul roads caused by vehicular traffic as well as from retired
agricultural fields in the Fish Lake Valley.
Ioneer is currently preparing a Climate Change Action
Plan that provides an inventory of the various Scope 1
and Scope 2 greenhouse gas (GHG) emission sources
associated with the Project as well as a strategy for reducing
such emissions. The plan provides for transparency in the
Company’s efforts to reduce GHG emissions, consistent with
the requirements of the National Greenhouse and Energy
Reporting Act of 2007.
Annual Report 2022 28
Board of Directors
James D Calaway
Executive Chairman
BA (Econ), MA (PP&E)
Bernard Rowe
Managing Director
BAppSc (Geology) (Hons)
Former: Non-exec Chairman
of Orocobre
Founding Managing Director
of INR since IPO in 2007
James Calaway has considerable
experience and success in building
young companies into successful
commercial enterprises. He was the
non-executive chairman Orocobre Ltd
for 8 years, helping lead the company
from its earliest development to
becoming a significant producer of
lithium carbonate and a member of
the ASX 300. He is also Chairman
of privately held Distributed Power
Partners and related entities.
Bernard Rowe is a geologist, manager
and company director with more than
30 years’ international experience
in mineral exploration and mine
development. His diverse mineral
industry experience includes gold,
copper, zinc, diamond, lithium and
boron exploration in Australia,
Europe, Africa, North America and
South America.
Alan Davies
Independent Non-executive Director
B.Bus (Accounting), LLB, LLM
Former: CEO Energy & Industrial Minerals,
Rio Tinto
Alan Davies has 20 years of experience
in running and leading mining
businesses, most recently as chief
executive, Energy & Minerals with Rio
Tinto. He has significant experience in
industrial minerals businesses including
borates where he led the Rio Tinto
Borax business and the Jadar lithium-
boron deposit in Serbia.
Stephen Gardiner
Independent Non-executive Director
BEc (Hons), FCPA
Rose McKinney-James
Independent Non-executive Director
Juris Doctorate law, BA Liberal Arts
Margaret R Walker
Independent Non-executive Director
BS Chem Engineering, NACD Fellow
Former: CFO, Oil Search Limited
Stephen has over 40 years of
corporate finance experience at major
international companies listed on
the ASX, culminating in 17 years at
Oil Search Limited. He has significant
experience in corporate finance
and control, treasury, tax, audit and
assurance, risk management, investor
relations and communications, and
sustainability. He also held senior
corporate finance roles at CSR Limited
and Pioneer International Limited.
Former: President and CEO of Corporation
for Solar Tech & Renewable Resources,
Commissioner with the Nevada Public
Service Commission
Rose McKinney-James is an experienced
and accomplished public company
director, clean energy advocate, and
small business leader with a broad
history in public service, private sector
corporate sustainability, social impact,
and non-profit volunteerism. She also
served as Nevada’s first Director of the
Department of Business and Industry.
Former: VP Engineering and Technology
Centers, Dow Chemical
Margaret Walker brings over 40 years’
experience and leadership in large-
scale chemical engineering, project
management, supply chain, business
leadership and organisational
development gained through a career
as a chemical engineer with The
Dow Chemical Company. She has
deep experience in constructing and
successfully bringing into production
complex projects.
ioneer Executive Team
29
James D Calaway
Executive Chairman
BA (Econ), MA (PP&E)
Former: Non-exec Chairman of Orocobre
James Calaway has considerable
experience and success in building
young companies into successful
commercial enterprises. He was the
non-executive chairman Orocobre Ltd
for 8 years, helping lead the company
from its earliest development to
becoming a significant producer of
lithium carbonate and a member of
the ASX 300. He is also Chairman
of privately held Distributed Power
Partners and related entities.
Bernard Rowe
Managing Director
BAppSc (Geology) (Hons)
Founding Managing Director
of INR since IPO in 2007
Bernard Rowe is a geologist, manager
and company director with more than
30 years’ international experience
in mineral exploration and mine
development. His diverse mineral
industry experience includes gold,
copper, zinc, diamond, lithium and
boron exploration in Australia, Europe,
Africa, North America and South
America.
Ian Bucknell
Chief Financial Officer &
Company Secretary
B.Bus (Accounting), FCPA, GAICD
Former: CFO & Company Secretary AWE
Limited and Drillsearch Energy Limited
Ian Bucknell is responsible for the
finance, investor relations, IT and
company secretarial functions of the
company. He has more than 20 years
of international resource sector
experience, most recently as chief
financial officer and company secretary
of AWE Limited.
Ken Coon
Vice President Human Resources
BS Bus. Administration (Human
Resources)
Matt Weaver
Senior Vice President of
Engineering & Operations
BS Mech Engineering, MBA
Former: HR VP Shell Downstream
Technologies and Entergy HR Director
Nuclear Division
Ken Coon is responsible for the human
resource function of the company.
He has more than 30 years of
human resources experience holding
international and regional leadership
roles with Royal Dutch Shell’s
downstream refining and chemicals
organization and Entergy, a large US
Gulf Coast utility company.
Former: Project Manager BHPB,
Guinea Alumina Corp
Matt Weaver is responsible for all
engineering and operational aspects of
the Rhyolite Ridge lithium-boron Project
in Nevada and for delivering the project
through the DFS and project execution
and into full commercial production. He
has 30 years international mining and
operations experience, having worked
with BHP, Rio Tinto and Newmont, and
several junior mining companies.
Yoshio Nagai
Vice President Commercial Sales
& Marketing
Former: MD Fenic International Pte Ltd,
Sales VP Rio Tinto
Yoshio Nagai is responsible for the
sales and marketing function of the
company. He has more than 20 years
chemical and mining industry sales and
marketing experience, most recently
as Sales Vice President at the Rio
Tinto Group Company accountable for
borates, salt and talc products, in Asia
and the USA.
Annual Report 2022 30
Senior Management Team
Kori Iverson
Supply Chain Director
Kori has over 30 years’ Supply Chain
experience in the precious minerals
mining space. She has previous
experience as Materials Manager at
Placer Dome, Regional Manager at
Barrick Gold Corporation, Contract/
Procurement Manager for Sibanye-
Stillwater, and Supply Manager at
Hycroft Mining Corporation.
Paul Fink
Sales Director – Americas
BS (Chem), MA (Chem)
Paul has 15 years of experience in
the mining and chemical marketplace,
including various roles within Rio
Tinto. Most recently Paul was leading
Speciality Granules, a Standard
Industries Company, agriculture
business unit.
Tamer Atiba
Project Director
BS (Eng.), MA (Bldg Eng.),
Dip. Environmental Studies
Tamer has 28 years of engineering,
projects and operations experience
in mining & metals, and oil & gas.
He has held positions covering the
project life cycle, from project controls
manager, project manager, to VP of
risk engineering services for major
EPCMs (Bechtel, Hatch, SNC Lavalin)
and owners (Baffinland Iron Ore, Rio
Tinto) in Africa, Europe and N. America.
Tamer’s operational experience includes
roles as superintendent of continuous
improvement and operations’ principal
advisor within Rio Tinto.
Jane Foo
Commercial Director
BA (Communications)
Sasha Meyer
Mining Operations Director
Jeira Mujica
Finance Controller
BS (Mining Eng. and Eng. Mgt)
BA (Accounting), MA (taxation)
Jane has over 15 years’ experience
in international trade, working in
the minerals, diamonds, and iron
ore business units of Rio Tinto. She
has held various positions gaining
extensive commercial, marketing,
logistics, customer service and team
management experience in Asia. In
addition, she has established good
track records of leading medium to
large projects including transitioning
Customer Service operations and
setting up of distribution stock-points’
in Malaysia and China.
Sasha brings over 15 years of
experience in the mining and
manufacturing industry to Ioneer.
She has direct experience in
mine development, construction,
and operation phases, where
responsibilities have included
contract management, team
building, employee development
and engineering planning for both
open pit and underground mines.
Jeira joined Ioneer in March 2022 and
brings over 20 years of international
finance and accounting experience.
Prior to joining Ioneer Jeira served as
the Mine Controller for Rochester mine,
corporate controller for Klondex Mine
and Tahoe Resources Inc, she spent
13 years with Hecla Mining Company in
a variety of senior management roles.
ioneer 31
Rebecca Sawyer
Environmental & Community Director
Darice Shafer
Logistics Director
Rebecca is responsible for the
permitting, compliance, and Tiehm’s
Buckwheat conservation efforts for
the Rhyolite Ridge Project. She has
more than 35 years’ experience in
mining and environmental permitting,
most recently as VP Sustainability
for Excelsior Mining Corp where she
permitted the first new copper mine
in the U.S. in 10 years.
BS (Ops Research), MBA (Supply Chain
Concentration)
Darice is responsible for design,
contract negotiation, management,
and execution of the outbound supply
chain functions of the company. She
has more than 15 years of mining
logistics experience, most recently as
the Distribution Manager for Rio Tinto
in the Borates and Talc division. Darice
also served in the U.S. Air Force and
worked as an officer overseeing the
Aircraft Maintenance B-2 unit.
Rob Stepper
Process Operations Director
BS (Metallurgical/Materials Eng.)
Robert has more than 35 years of
experience in the mining industry. His
varied experience includes recovery
of precious metals, base metals, mill
management, mill start-up, process
engineering, and underground and
surface mining. Previously he has
worked with Newmont, Montana
Resources, Stillwater Mining, The
Centre for Advanced Mineral &
Metallurgical Processing, and was
VP/Regional GM Nevada Operations
for Coeur Mining.
Chad Yeftich
Director of Business Development
BA (Economics), BS (Accounting,
International Studies)
Chad Yeftich has over 20 years
finance and investment industry
experience. Chad has held several
analyst and portfolio management
roles over that time at firms such as
Maverick Capital, H.I.G. Capital, Trafelet
Brokaw & Company, and PwC. For
the last seven years, he has focused
on investing in and helping develop
projects around the world that support
the electrification of transportation.
Annual Report 2022 32
Directors’ Report and
Consolidated Financial
Statements
Contents
Directors’ Report
Auditor’s Independence Declaration
Remuneration Report
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Other Information
Shareholder and ASX Information
Corporate Directory
33
40
41
65
92
93
98
101
105
ioneer Directors’ Report
33
Directors’ report
Directors’ Report
The directors of ioneer Ltd present their report together with the consolidated financial statements of ioneer Ltd (‘ioneer’ or the
‘Company’) and its controlled entities (collectively the Group) for the financial year ended 30 June 2022 and the Auditor’s report
thereon.
Operating and financial review
The operating and financial review forms part of the Directors’ Report and has been prepared in accordance with section 299A of
the Corporations Act 2001 (Cth). The information provided aims to assist users to better understand the operations and financial
position of the Group. To assist users, financial information included in this review contains non-IFRS financial information.
The principal activity of the Group continues to be the development of the Rhyolite Ridge Lithium-Boron Project (Project) in
Nevada, United States of America.
Highlights of the financial year ended 30 June 2022
•
•
•
•
•
Korea’s EcoPro Innovation Co increases binding lithium offtake agreement to 7,000 tpa
Lithium Offtake Agreement
o
o
US Listing on Nasdaq
Project Funding
Ioneer commences trading on NASDAQ
o US$490 million Strategic Partnership signed with Sibanye-Stillwater Limited
o US$70 million strategic investment by Sibanye-Stillwater Limited in ioneer
o US Department of Energy’s Loan Program office invites ioneer into due diligence
Engineering
o
o On target to be construction ready in line with permitting
Key engineering contracts awarded to ABB, FLSmidth, Veolia, Dupont Clean Technologies
Permitting & Environmental
Issued State Water Pollution Control Permit
o
o Mine Plan of Operation reworked to avoid Tiehm’s buckwheat
Summary of performance and financial position
Year ended 30 June
Mineral Resource: Measured and Indicated
Inferred
Mineral Resource: Total (1)
Total operating cash flows
Investing cash flows
Financing cash flows - equity
Total cash used in the financial year
Net cash
Capitalised exploration
Net assets
Net loss after tax
Unit
mt
mt
mt
A$'000
A$'000
A$'000
A$'000
A$'000
A$'000
A$'000
A$'000
2022
127.0
19.5
146.5
(15,096)
(36,319)
100,559
49,144
136,568
46,474
295,396
(12,583)
2021
127.0
19.5
146.5
(6,487)
(23,644)
76,378
46,247
83,078
27,805
191,055
(10,326)
Change
-
-
-
(8,609)
(12,675)
24,181
2,897
53,490
18,669
104,341
(2,257)
(1)
For further detail on Mineral Resources and Ore Reserves refer to Other Information set out on page 98.
IONEER LTD 2022 ANNUAL REPORT 2
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
34
Directors’ Report
continued
Business strategy
Directors’ report
Our Purpose - we exist to enable a sustainable world for all.
Our Mission - we responsibly and profitably provide the materials necessary for realising a sustainable planet.
Our Vision - we see a world in which our global population, our environment and all future generations are thriving.
Our Values - we are imaginative, caring, committed and responsible.
ioneer’s business strategy is focused on developing the 100%-owned Rhyolite Ridge Lithium-Boron Project in Nevada, USA. We
believe in an electrified future and the strategic imperative for the USA to develop a domestic battery materials supply chain. We
actively promote the development of this battery materials supply chain and look to be a thought leader in this space.
Opportunities
The focus of the company is developing Rhyolite Ridge. After successfully delivering this Project, ioneer will pursue other growth
initiatives from its existing portfolio (the current estimated resource is open to the north, south and east and does not include the
north basin tenements) as well as new opportunities where they are value accretive and where balance sheet capacity exists to
support future development.
Material business risks
The following material business risks have been identified as key issues that have the potential to impact the Company’s
performance:
•
•
•
Health, safety and environmental risks, are of critical importance in ensuring we safely and responsibly build and
operate a sustainable business.
Execution of the Project, including meeting schedule, permitting and budget, could be subject to changes in industry and
economic conditions.
Offtake risk, including volume and price risks associated with the sale of technical grade lithium carbonate and boric
acid, counterparty risk and contract terms. Pricing of lithium is likely to be largely subject to the rate of uptake in electric
vehicles.
Continuing access to debt and capital markets to fund the Project.
Sovereign risk relating to the expected fiscal, tax and regulatory environment in jurisdictions that ioneer does business.
•
•
• Maintaining the company’s social licence to operate by proactively engaging communities, regulators and other key
stakeholders.
COVID-19 has significantly increased uncertainty in markets.
•
Directors’ qualification and experience
The following persons were directors of ioneer Ltd during the whole of the financial year and up to the date of this report. Their
qualifications and experience are:
James D Calaway
Executive Chairman
BA (Econ), MA (PP&E)
Member of the ESG
Committee
Bernard Rowe
Managing Director
BAppSc (Geology) (Hons)
Member of the Project
Execution Committee
James was appointed a director in April 2017 and has served as Chairman since June 2017.
He was appointed executive-chairman in July 2020.
James was the non-executive chairman of Orocobre Ltd for eight years until his retirement
in July 2016. He led Orocobre from early development to become a significant producer of
lithium carbonate and a member of the ASX 300.
James is currently chairman of Distributed Power Partners Inc (appointed 2014), a US
international distributed power development company which is a leader of clustered
distributed solar power development.
He has also been a chair of several other U.S. corporate boards including the Centre for
Houston's Future, and the Houston Independent School District Foundation.
Bernard was appointed managing director in August 2007. He has more than 25 years’
international experience in mineral exploration and mine development. His diverse mineral
industry experience includes gold, copper, zinc, diamond, lithium and boron exploration in
Australia, Europe, Africa, North America and South America.
He led the Company’s listing on the ASX in 2007 with a focus on gold and copper
exploration in Nevada and Peru. In early 2016 Bernard visited a little-known lithium-boron
deposit in southern Nevada – later to be renamed Rhyolite Ridge. He realised the potential
opportunity and quickly secured a 12-month option over the Project to give the Company
sufficient time to fully assess and evaluate the unique and poorly understood deposit.
Bernard is a member of the Australian Institute of Geoscientists, the Society of Economic
Geologist and the Geological Society of Nevada.
IONEER LTD 2022 ANNUAL REPORT 3
ioneer
35
Directors’ report
Alan Davies
Director
B.Bus (Accounting), LLB, LLM
Chair of the Nomination and
Remuneration Committee
Member of the Audit & Risk
Committee
Member of the Project
Execution Committee
Alan joined the board as a non-executive director in May 2017.
He has expertise in running and leading mining businesses with Rio Tinto, most recently as
chief executive, Energy & Minerals. Former roles include chief executive, Diamonds &
Minerals and chief financial officer of Rio Tinto Iron Ore. Alan held management positions
in Australia, London and the US for Rio Tinto's Iron Ore and Energy businesses, and has run
and managed operations in Africa, Asia, Australia, Europe and North and South
America. He is also a former director Rolls Royce Holdings plc.
He is currently the chief executive officer of the Moxico Resources PLC a Zambian copper
and zinc explorer and developer. He is also Chairman of Trigem DMCC, a vertically
integrated diamond and coloured stone service provider.
Alan is a Fellow of the Institute of Chartered Accountants in Australia.
Rose McKinney-James
Director
Juris Doctorate (Antioch
School of Law)
BA (Olivet College)
Chair of the ESG Committee
Member of the Nomination
and Remuneration Committee
Rose joined the board as a non-executive director in February 2021.
Rose is a Nevada-based expert in environmental business and technology policy, renewable
and clean energy advocacy, and sustainable development.
She directed the Department of Business and Industry, Nevada’s largest state agency and
was recognised for her innovation providing efficient and advanced services to the Nevada
business community. As the former CEO of CSTRR, a solar and renewable energy company,
she is credited with authoring the strategy to fast track the integration of renewable
resource into utility energy portfolios. Rose also is the former Commissioner, Nevada Public
Service Commission.
Rose currently serves as a non-executive director of MGM Resorts International (appointed
2005), Toyota Financial Savings Bank (appointed 2006), ClearResult (appointed November
2020) and is the Chair of the Energy Foundation.
Margaret R Walker
Director
B. Chemical Engineering (Texas
Tech University)
Fellow NACD
Chair of the Project Execution
Committee
Member of the Audit & Risk
Committee
Margaret joined the board as a non-executive director in February 2021.
Margaret is a chemical engineer with significant experience working across the chemical,
engineering and construction sectors. She spent 36 years at NYSE-listed Dow Chemical Co,
including six years (2004-2010) as Vice President Engineering and Technology Centers. Her
experience spans operations, engineering, supply chain and business leadership.
Margaret currently serves as a non-executive director of Methanex Corporation (appointed
April 2015), and the board of Independent Project Analysis, Inc, a privately held firm that
drives improvement in capital performance (appointed January 2011).
Margaret holds a Bachelor of Science in Chemical Engineering from Texas Tech University,
and in 2018 became a National Association of Corporate Directors Board Leadership Fellow.
The following person ceased being a director of ioneer Ltd after the financial year. Their qualifications and experience are:
Julian Babarczy
Director
B.Bus (Marketing)
Grad Dip. (Mineral Exploration
Geosciences), CFA
Julian joined the board as a non-executive director in June 2020 and retired from the role
on 4 July 2022. He was the Chairman of the Audit & Risk Committee and member of the
Nomination & Remuneration Committee before his resignation.
He has over 20 years finance and investment industry experience, over two-thirds of which
was as a key member of the investment and leadership team at Sydney-based Regal Funds
Management, one of Australia's largest actively managed and hedge funds. Julian has
broad investment experience across a range of sectors, with a notable speciality in natural
resources.
He is currently the chief investment officer at a private investment company, Jigsaw
Investments, non-executive chairman of database collaboration technology company IXUP
Limited (appointed November 2020), executive chairman of silica sand project developer
Perpetual Resources Limited (appointed June 2018), and a non-executive director of
privately held video media technology company Oovvuu Pty Ltd (appointed June 2020).
Julian is a graduate of the CFA Institute.
IONEER LTD 2022 ANNUAL REPORT 4
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
36
Directors’ Report
continued
Directors’ report
The following person was appointed a director of ioneer Ltd after the financial year. Their qualifications and experience are:
Stephen Gardiner
Director
BEc (Hons), Fellow of CPA
Australia
Chair of the Audit & Risk
Committee
Member of the Nomination
and Remuneration Committee
Stephen joined the board as a non-executive director in August 2022.
He has over 40 years of corporate finance experience at major international companies
listed on the ASX, culminating in 17 years at Oil Search Limited including eight years as
Chief Financial Officer. Stephen has covered a range of executive responsibilities including
corporate finance and control, treasury, tax, audit and assurance, risk management,
investor relations and communications, ICT and sustainability. He also served as Group
Secretary for ten years while performing his finance roles. Prior to Oil Search, he held
senior corporate finance roles at major multinational companies including CSR Limited and
Pioneer International Limited, including being based in the US for a period.
Stephen currently serves as a non-executive director of Central Petroleum Limited
(appointed July 2021), Stephen holds a Bachelor of Economics from Sydney University and
is a fellow of CPA Australia.
Company secretary
Mr Ian Bucknell
B.Bus (Accounting), FCPA,
GAICD
Chief Financial Officer and
Company secretary
Ian joined ioneer in November 2018 as chief financial officer and became Company
Secretary in April 2019.
Ian is responsible for the finance, investor relations, IT and company secretarial functions
of the company. He has more than 20 years of international resource sector experience,
most recently as chief financial officer and company secretary of AWE Limited and
previously held the position of chief financial officer of Drillsearch Energy Limited.
Directors’ interests in shares, options and performance rights
Directors’ interests in shares, options and performance rights (PRs) as at 30 June 2022 and at the date of this report are set out in
the table below:
Director
Shares held Options held
PRs held
Shares held
Options held
PRs held
At 30 June
2022
At 30 June
2022
At 30 June
2022
At report
date
At report
date
At report
date
James D Calaway
56,268,106
1,010,830
1,327,710
56,268,106
1,010,830
1,327,710
Bernard Rowe
Julian Babarczy
Alan Davies
Stephen Gardiner
Rose McKinney-James
Margaret R Walker
64,107,962
-
7,478,113
66,874,234
-
4,711,841
13,600,000
326,323
46,407
13,600,000
326,323
3,250,152
1,010,830
46,407
3,250,152
1,010,830
-
-
-
-
-
-
-
346,407
346,407
-
-
-
-
-
-
-
46,407
200,000
346,407
346,407
IONEER LTD 2022 ANNUAL REPORT 5
ioneer
37
Directors’ report
Directors’ meetings
Director’s attendance at Directors’ meetings are shown in the following table:
Board
Audit & Risk
Remuneration
Project Execution
ESG
Mtgs
eligible
to
attend
5
Mtgs
eligible
to
attend
-
Mtgs
eligible
to
attend
-
Mtgs
eligible
to
attend
-
Mtgs
attended
-
Mtgs
eligible
to
attend
4
Mtgs
attended
-
Mtgs
attended
-
Mtgs
attended
5
Mtgs
attended
4
5
5
5
-
5
5
5
5
5
-
5
5
-
5
5
-
-
5
-
5
4
-
-
4
-
4
4
-
4
-
-
3
3
-
4
-
4
-
4
-
-
4
4
-
3
-
-
4
-
-
-
-
4
-
-
-
-
-
4
-
Directors
James D Calaway
Bernard Rowe
Julian Babarczy
Alan Davies
Stephen Gardiner
Rose McKinney-
James
Margaret R Walker
(1)
Julian Babarczy resigned from the board in July 2022. Stephen Gardiner was appointed to the board on 25 August 2022.
Committee membership
As at the date of this report, the Company had an audit and risk committee, a remuneration committee, a project execution
committee, and an ESG committee.
Members acting on the committees of the board at the end of the financial year are:
Director
James D Calaway
Bernard Rowe
Julian Babarczy
Alan Davies
Stephen Gardiner
Rose McKinney-James
Margaret R Walker
Audit &
Risk
*
1
1
1
Committee
Nom &
Rem
*
1
1
1
Project
Execution
1
1
1
*
ESG
1
1
*
(1) Chairs of each Committee are denoted by an asterisk. They are all independent non-executive directors.
(2)
Julian Babarczy resigned from the board in July 2022. Stephen Gardiner was appointed to the chair of the Audit & Risk Committee and
member of the Nomination and Remuneration Committee on 25 August 2022.
Indemnification and insurance of directors and officers
Indemnification
The Company has not, during or since the end of the financial period, in respect of any person who is or has been an officer of the
Company or a related body corporate, indemnified or made any relevant agreement for indemnifying against a liability incurred as
an officer, including costs and expenses in successfully defending legal proceedings.
Insurance premiums
During the financial period the Company has paid premiums to insure each of the directors and officers against liabilities for costs
and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of
director or officer of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The premiums
paid are not disclosed as such disclosure is prohibited under the terms of the contract.
IONEER LTD 2022 ANNUAL REPORT 6
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
38
Directors’ Report
continued
Remuneration report
Directors’ report
The remuneration report set out on pages 41 to 64 forms part of the Directors report for the year ended 30 June 2022.
Corporate governance statement
Details of the Company’s corporate governance practices are included in the Corporate Governance Statement set out on the
Company’s website.
Dividends
No dividend has been proposed or paid since the start of the year.
Shares – issued and unissued
Issued shares
Unissued shares:
Options
Performance rights
30 June 2022
Number
30 June 2021
Number
2,091,299,420
1,896,676,204
4,369,643
31,227,386
45,369,643
30,801,865
Since the end of the financial year the following additional shares, options or performance rights have been granted:
•
•
6,834,656 Performance rights have vested, and new shares issued.
7,297,693 Performance rights have been granted (including deferred 2022 STI and retention on employment awards).
Environmental performance
The Group holds exploration licences issued by the relevant government authorities which specify guidelines for environmental
impacts in relation to exploration activities. The licence conditions provide for the full rehabilitation of the areas of exploration in
accordance with regulatory guidelines and standards. There have been no known breaches of the licence conditions.
Audit and non-audit services
The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. As disclosed at Note 9.3, the auditors provided non-audit services during the
financial year in running a cyber analysis tool on ioneer’s IT systems.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 forms part of this
report and is set out on page 40.
Matters subsequent to the end of the financial period
Other than where stated at Note 9.5 to the Financial Statements, there were at the date of this report no matters or circumstances
which have arisen since 30 June 2022 that have significantly affected or may significantly affect:
•
•
•
the operations of the Company,
the results of those operations, or
the state of affairs of the Company.
IONEER LTD 2022 ANNUAL REPORT 7
ioneer
39
Directors’ report
Rounding off
The Group is of a kind referred to in ASIC Corporations (rounding in Financial / Directors’ Report) Instrument 2016/191 and in
accordance with that Class Order, amounts in the financial statements and directors’ reports have been rounded off to the nearest
thousand dollars, unless otherwise stated.
Signed at Sydney this 21st day of September 2022 in accordance with a resolution of the Directors.
James D Calaway
Executive Chairman
Bernard Rowe
Managing Director
IONEER LTD 2022 ANNUAL REPORT 8
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
40
Auditor’s Independence Declaration
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Auditor’s independence declaration to the directors of ioneer Ltd
As lead auditor for the audit of the financial report of ioneer Ltd for the financial year ended 30 June
2022, I declare to the best of my knowledge and belief, there have been:
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit,
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of ioneer Ltd and the entities it controlled during the financial year.
Ernst & Young
Scott Nichols
Partner
Sydney
21 September 2022
A member firm of Ernst & Young Global Limited
ioneer
Remuneration Report
Remuneration report
41
11.. LLeetttteerr ffrroomm CCoommmmiitttteeee CChhaaiirr
Dear fellow shareholders,
On behalf of the board, I am pleased to present the FY22 remuneration report for ioneer Ltd (“ioneer” or the
“Company”).
Board fees
No changes were made to board fees.
Changes to the Board and KMP executives
There have been no new additions to KMP over the 2022 financial year.
On 4 July 2022, Mr. Julian Babarczy resigned as a non-executive director. Mr. Babarczy was previously the Audit and
Risk Committee chair and a member of the Nomination and Remuneration Committee.
On 25 August 2022, Mr. Stephen Gardiner was appointed as a non-executive director. In addition, Mr. Gardiner was
appointed chair of the Audit and Risk Committee and a member of the Nomination and Remuneration Committee.
Incentive framework changes
There have been no changes to the incentive framework during FY22. The majority of the KMP executive remuneration
framework remains contingent on performance.
FY22 STI Performance
FY22 KMP executive STI scorecard KPIs that met or exceeded the Board’s expectations included: delivering on a
strategic partner in Sibanye-Stillwater; being invited into the U.S. Department of Energy’s Loan Program Office due
diligence process; listing on Nasdaq; an increased lithium offtake with EcoPro; finalising a number of key engineering
contracts with ABB, FL Smidth, Veolia, MECS and CAT; and being issued the second of three key environmental permits
being the State Water Pollution Control Permit. Additionally, vital work was progressed on other critical fronts such as
the revision of the mine plan to avoid all Tiehm’s buckwheat and assist in the permitting process, continuing
negotiations on binding lithium offtake agreements targeted at supplying the U.S. battery supply chain and advancing
engineering and business readiness workstreams with the target of being construction ready when we are permitted.
While several objectives where delivered and critical work advanced, we also faced challenges, especially in federal
permitting and to a lesser extent in delays to lithium offtake agreements. This meant a small number of significant goals
and outcomes set for the review period were not met, for an outcome that neither the Team nor Board desired. We
believe the lack of progress in federal permitting weighed on shareholder value to the end of June 2022. While
disappointing, “ioneers” are resilient; we remain convinced that work progressed in FY22 will result in strategic offtake
agreements, advancement of federal permits, and positive debt funding outcomes during FY23.
LTI Performance
For the first time, the Company vested a proportion of long term incentives (LTIs) at the end of the period that included
performance-based performance Rights. LTI targets during our pre-production and development phase are focused on
incentivising the team to achieve permitting, funding, technical feasibility and engineering design, to move into
construction and in-time production. Unfortunately, the Project has faced unexpected headwinds in the form of a
global pandemic and federal permitting delays. Consequently, multiple aspects of the 2019 LTI scorecard did not
achieve threshold performance requirements. This included construction schedules, Health, Safety, Environment and
community performance, project construction expenditures, recruitment, and relative share price performance.
The Company did, however, exceed the maximum goal for forward sales, signing offtakes for 80% of product produced
in the first 3 years of operation.
The Board did not exercise any discretion in these awards as it was believed that the outcomes appropriately balance
employee rewards with shareholder experience.
KMP executive remuneration outcomes
The executive and senior management team conducted a detailed review of FY22 goals and performance outcomes
(see section 4.4.2). A formulaic approach would derive an annual STI award at or above target levels for executive Key
Management Personnel (KMP). Nevertheless, the Nomination and Remuneration Committee, together with the Board,
agreed to apply downward discretion for an incentive payout to below target. Consequently, the executive KMP 2022
STI award was 35% of maximum target. This adjustment was primarily based upon lack of tangible progress in the U.S.
federal land use permit review process even though this is largely outside of management’s control. To a lesser extent,
the negative discretion also recognises slower than anticipated progress with strategic offtake agreements and debt
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Remuneration report
funding. Despite this, we believe that the work completed towards these ends during FY22 will result in tangible
positive outcomes during FY23.
The realisation of the Company’s underlying value depends on access to capital during its development phase. To this
end the executive chairman initiated and successfully negotiated, with the support of the leadership team, a strategic
partnership agreement with Sibanye-Stillwater. This ultimately led to the announcement of a strategic partnership on 16
September 2021. In recognition of its importance and criticality, the Nomination and Remuneration Committee
recommended, and the board approved a special recognition bonus of US$100,000 to the executive chairman.
The 2019 LTI performance rights (PRs) grant vested at 17% of maximum. As noted above, components of the LTI
scorecard critical to value were not met due to unexpected headwinds resulting in Project delays. These headwinds
were largely outside the Project team’s control but have weighed on shareholder value as of the end of the three-year
2019 LTI performance period. Consequently 83% of the LTI lapsed. The Nomination and Remuneration Committee
and the Board felt the quantum of PRs approved for vesting appropriately aligned with shareholder outcomes. Hence,
no discretion to over-ride vesting outcomes was judged necessary. The 2019 time-based PRs, which are based upon
U.S. market practice, in lieu of a cash alternative, aligned with shareholder interests, assist in retention and at grant
comprise about 8% of maximum potential remuneration, vested.
Overall, the Board assessed executive rewards as aligned with shareholders’ experience and consistent with
performance.
Response to 2nd strike
Last year, we received 67.3% of votes in support of our remuneration report. While an improvement on the prior year, it
nevertheless constituted a 2nd year in a row in which more than 25% of votes were not in support, for a 2nd “strike”.
Feedback from shareholders indicated that some were dissatisfied with one or more of executive salary increases,
subjective performance assessments for LTI vesting, and the overall lack of disclosure on performance requirements
and achievements. The reasons for insufficient support are further summarised in section 3.4 of this report. In response
we have:
• Only made salary and a small number of incentive target adjustments that are consistent with market
movements to maintain executive remuneration relative to market remuneration levels.
Improved disclosure of STI targets and annual incentive outcomes.
•
• Made no discretionary executive KMP equity grants outside our routine LTI program.
•
•
Improved disclosures on equity grants terms and conditions.
Independently verified to be between the market 50th and 75th percentile for comparable companies. Hence,
we made no adjustments to NED fees.
On balance, we believe executive KMP remuneration is conservatively configured to meet most market standards while
conserving cash, and appropriate for a resources company in the development stage. That is, it provides for a low
proportion of remuneration to be received as cash, a higher proportion as equity, and is mostly contingent on
performance. Further, the performance requirements were reviewed and found to be appropriate for our current stage
of development, and robust.
I trust that you find the remuneration report informative and explains any queries you have. Any further questions are
welcomed and will be encouraged at the upcoming Annual General Meeting.
AAllaann DDaavviieess
Chair, Nomination & Remuneration Committee
Key terms used in this report
Act
AGM
ASX
FID
INR
KMP
Corporations Act 2001 (Cth)
Annual General Meeting
Australian Securities Exchange
Final Investment Decision
Ioneer
Key management personnel
LTI
MD
NED
PRs
Equity Plan
STI
Long-term incentive
Managing director
Non-executive director
Performance Rights
Equity Incentive Plan
Short-term incentive
2
ioneer
43
Remuneration report
22.. IInnttrroodduuccttiioonn
The directors of ioneer Ltd (“ioneer” or the “Company”) present the Remuneration Report (the Report) for the
Company for the year ended 30 June 2022. The Report forms part of the Directors’ Report and has been prepared and
audited in accordance with Section 300A of the Australian Corporations Act 2001 to ensure it meets best practice
remuneration reporting and practices for ASX listed companies.
This Remuneration Report which forms part of the Directors Report outlines the remuneration strategy, framework and
practices adopted by the consolidated entity in accordance with the requirements of the Act and its regulations. This
information has been audited as required by section 308 (3C) of the Act.
2.1. Key Management Personnel
Key management personnel (KMP) covered in this report are detailed below (See pages 28 and 29 for details of each
director and executive):
TTaabbllee 11:: KKeeyy MMaannaaggeemmeenntt PPeerrssoonnnneell
Name
Executive Directors
James D Calaway (1)
Bernard Rowe
Non-Executive Directors
Julian Babarczy
Alan Davies
Rose McKinney-James
Margaret R Walker
Executives
Ian Bucknell
Ken Coon
Yoshio Nagai
Matt Weaver
Position Held
Tenure
Executive chairman
Managing director
Non-executive director
Non-executive director
Non-executive director
Non-executive director
Appointed 5 April 2017
Appointed 23 August 2007
Appointed 1 June 2020
Retired 4 July 2022
Appointed 23 May 2017
Appointed 1 February 2021
Appointed 1 February 2021
Chief financial officer & company secretary
Appointed 14 November 2018
Vice president human resources
Vice president commercial sales and marketing
Appointed 1 July 2019
Appointed 1 August 2019
Senior vice president engineering and operations Appointed 28 November 2017
(1) Mr Calaway assumed an executive role on 1 July 2020.
33.. RReemmuunneerraattiioonn ggoovveerrnnaannccee
3.1 Nomination & Remuneration Committee
Remuneration governance is overseen by the Nomination & Remuneration Committee. The Committee is a committee
of the Board established in accordance with the Company’s constitution and authorised by the Board to assist it in
fulfilling its statutory, fiduciary and regulatory responsibilities.
The ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations” (ASX
Recommendations) recommend that the Company has formal and rigorous processes for the appointment and
reappointment of directors to the Board. The Committee was established to assist the Board by undertaking the roles
and exercising the responsibilities set out in the Nomination & Remuneration Committee Charter. A copy of this
Charter is available on the Company’s website.
The Committee aims to bring transparency, focus and independent judgment to these roles. The Committee will review
and make recommendations to the Board on matters relevant to these roles and responsibilities, and as required to
satisfy the Corporations Act, ASX Recommendations and ASX Listing Rule requirements relevant to these roles and
responsibilities. The Committee currently comprises the following independent non-executive directors:
• Alan Davies (Chairman);
•
•
Stephen Gardiner (Appointed 25 August 2022); and
Rose McKinney-James.
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3.2 Remuneration advisors
Remuneration report
The Nomination and Remuneration Committee engages external advisors as required. External advisors provide advice
on market remuneration levels and mix, market trends, incentives and performance measurement, governance, taxation
and legal compliance.
None of the Committee’s engagements with remuneration advisors were for work that constituted a remuneration
recommendation for the purposes of the Australian Corporations Act 2001.
3.3 Share trading policy
The ioneer securities trading policy applies to all NEDs and executives. The policy prohibits employees from dealing in
ioneer securities while in possession of material non-public information relevant to the Company.
Executives must not enter into any hedging arrangements over unvested equity under the Company’s equity plan. The
Company would consider a breach of this policy as gross misconduct, which may lead to disciplinary action and
potentially dismissal.
3.4 Reasons for remuneration “strike”
33.5% of votes were against the remuneration report. While an improvement on the prior year, this was the second
consecutive year in which more than 25% of votes were against the remuneration report resolution. Table 2 summarises
the issues identified by shareholders and the Company’s response.
TTaabbllee 22:: RReevviieeww ooff ffeeeeddbbaacckk
Feedback
Response
Large increases in fixed
remuneration
Disclosures of performance
hurdles
The makeup grants have no
performance conditions and
have too short a vesting
period
High NED fees
The remuneration of the executive KMP is reviewed annually. Adjustments are made to maintain
market positioning consistent with independent board commissioned surveys. This is necessary
to manage and mitigate risk associated with the potential for unwanted executive turnover, and
to ensure levels are appropriate for any vacancy that may arise. The Company also reviewed
remuneration against market levels and can verify that current remuneration levels remain
conservative by market standards.
This year adjustments were made to maintain relative market positioning for a company of our
size and scope. No large increases were made.
In previous reports, the details of the STI calculation and measurement were not disclosed. This
year, we have provided the FY22 STI requirements and the calculation that determines the
outcome of these measures.
The details of the first Performance Rights LTI award calculation and measurement are provided.
No makeup grants were made in FY22.
An independent review of NED fees was made during the year, and it verified that the current
board fees are between the 50th and 75th percentile against comparable peer companies.
There was no FY22 increase in fees.
In addition, a proportion of director fees have been provided to NEDs as equity rather than
cash. This aligns the interests of NEDs with shareholders and conserves cash during our
development phase.
4
ioneer
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Remuneration report
Feedback
Response
Executive Chairman
The Board chairman has had to assume temporary full-time duties as executive chairman in order
to facilitate outcomes and operations critical to shareholder value. During the global pandemic
when global travel for the Managing Director was impossible the executive chairman was
needed to provide an on-going executive presence in the US over the course of changes in the
US administration. It is expected that the executive chairman’s experience and leadership will
continue until the critical milestones of receiving project funding and permitting already under
way have been finalised. Once these milestones are achieved it is expected that the need for an
executive chairman will no longer exist and the chairman will return to a non-executive chairman
role. This is expected by the end of FY23.
During the period when the Chairman has had to assume executive duties, the Board has
maintained a majority of independent directors to ensure sound governance. In addition,
protocols to manage any conflicts of interest have been strictly enforced. Board members have a
duty to recuse themselves at any time if they have a sense that topics in the next meeting are a
possible conflict of interest. Hence the board is satisfied that in this instance the role of
executive chairman does not compromise board function or overall independence.
On balance, it is believed that the ability for a non-executive director to undertake an executive
role in certain unusual situations as described above on a temporary basis, while the majority of
the board maintains independent status with established governance protocols to manage
conflicts of interest, is appropriate.
44.. EExxeeccuuttiivvee RReemmuunneerraattiioonn
4.1 Remuneration strategy
The principles of the ioneer remuneration policy are to:
•
•
•
•
•
•
attract, retain and motivate directors, executives and employees who will create value for shareholders by
providing remuneration packages that are aligned with shareholder interests, are equitable and externally
competitive;
provide a remuneration balance weighted toward risk to align with shareholders;
clearly align short and long-term company objectives to financial awards;
be fair and appropriate having regard to the performance of the Company and the relevant director,
executive or employee and the interests of shareholders;
conserves cash in the development phase of the business by granting equity in lieu where appropriate; and
comply with relevant legal requirements.
4.2 Relationship with company performance
The ioneer executive compensation framework provides for fair, competitive remuneration that aligns potential rewards
with the Company’s objectives while being transparent to shareholders. We are a Company with a single, pre-
development project, and the majority of our people in the US. The structure is aligned with US standards. Typically,
this means proportionately less cash and higher equity than the Australian market standard, with some of the equity
contingent on service to make up for the relatively low cash proportion. Performance objectives for STI and equity
vesting are set such that achievement would accelerate development during our current pre-production phase for
higher shareholder value. This means that the value of remuneration realised at vesting is highly aligned with the value
realised by investors.
Key remuneration elements are reviewed annually to determine appropriate awards based upon factors such as
individual performance, Company results and competitive benchmark survey data. The following is a brief description of
the approach for each element:
• BBaassee ssaallaarryy is reviewed annually and adjusted based upon individual performance and benchmarks that may
•
be reviewed from time to time to ensure competitiveness. The only post-employment benefit, is the higher of
six months base pay or respective country severance payments, required by legislation for loss of employment
due to redundancy.
SShhoorrtt tteerrmm iinncceennttiivveess are reviewed annually with awards granted based upon individual performance and
Company results. STI targets are benchmarked from time to time to ensure competitiveness. STIs may range
from 0 to 200% of target. The Board reserves the right to grant STIs greater than 200% of target for
exceptional contributions to Company objectives, as well as exercise negative discretion when formulaic
outcomes do not align with the shareholder experience. As part of a program that covers all employees,
executives are encouraged to receive the STI in PRs as by opting to do so, they will receive an additional 20%
in STI value. The PRs are deferred for a year to encourage retention, conserve cash, and enhance alignment
with shareholders.
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•
EEqquuiittyy ggrraannttss are reviewed annually. The Board has a current practice of granting a ratio of 60% performance-
based PRs and 40% time-based PRs. A key risk to ioneer is not being able to attract and retain qualified
experienced executives. The remuneration is structured to mirror US market standards. This is also well suited
to shareholder alignment and cash conservation.
o
Performance-based PRs make up 60% of the annual target grant value. The final vesting may range
between 0% to 200% of grant based upon achievement of a scorecard of business objectives suited to
the Company’s current pre-production phase, such that if all were achieved, they would add substantially
to market value.
Time-based PRs make up the remaining 40% of the annual target grant value, equivalent to 25% of
maximum potential grant value. Vesting is based on the executive remaining employed to the vesting
date. The grant aligns employees with shareholders, conserves cash that would otherwise have to be
used for higher salaries and meets US market standards.
o
4.3 Remuneration framework
Remuneration information is derived from relevant remuneration surveys conducted by independent third parties.
Remuneration is benchmarked against a peer group of direct competitors and a sector peer group.
ioneer’s remuneration framework and executive reward strategy provides a mix of fixed and variable remuneration with
a blend of short-term incentives and long-term equity grants. The key elements of the remuneration packages are as
follows:
•
•
•
•
FFiixxeedd ((TTFFRR)):: Annual base salary.
SShhoorrtt--tteerrmm iinncceennttiivvee ((SSTTII)):: Remuneration for performance measured over one year or less, including any
deferred amounts
EEqquuiittyy iinncceennttiivvee ggrraannttss:: Equity granted under shareholder approved equity plans.
PPoosstt--eemmppllooyymmeenntt bbeenneeffiittss:: superannuation contributions and similar retirement benefits savings for non-
Australian executives.
At maximum, the remuneration mix is as follows:
00%%
2200%%
4400%%
6600%%
8800%%
110000%%
EExxeeccuuttiivvee CChhaaiirrmmaann
3322%%
3388%%
2233%%
88%%
MMaannaaggiinngg DDiirreeccttoorr
2266%%
CChhiieeff FFiinnaanncciiaall OOffffiicceerr && CCoommppaannyy SSeeccrreettaarryy
3344%%
VViiccee PPrreessiiddeenntt HHuummaann RReessoouurrcceess
VViiccee PPrreessiiddeenntt CCoommmmeerrcciiaall SSaalleess && MMaarrkkeettiinngg
4411%%
4411%%
4400%%
3344%%
3333%%
3333%%
2255%%
2244%%
88%%
88%%
2200%%
77%%
2200%%
77%%
SSeenniioorr VViiccee PPrreessiiddeenntt EEnnggiinneeeerriinngg && OOppeerraattiioonnss
3322%%
3322%%
2277%%
99%%
TFR
STI (Cash)
LTI (Performance based)
LTI (Time based)
FFiigguurree 11:: EExxeeccuuttiivvee KKMMPP rreemmuunneerraattiioonn mmiixx aatt mmaaxxiimmuumm
4.3.1 Base Salary
Base salary is reviewed annually and adjusted based upon individual performance and competitive benchmarks that
may be reviewed from time to time to ensure competitiveness.
Adjustments to base salary were agreed for all KMP to standardise their base salaries to benchmarked comparatives.
The base salaries for FY22 are approved by the Board on the recommendation of the Nomination and Remuneration
Committee and are as follows:
6
ioneer
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Remuneration report
TTaabbllee 33:: EExxeeccuuttiivvee KKMMPP BBaassee SSaallaarryy
% Increase
Base salary (1)
James D Calaway
Bernard Rowe
Ian Bucknell
Ken Coon
Yoshio Nagai
Matt Weaver
0%
3%
3%
3%
3%
3%
30-Jun-22
30-Jun-21
A$
US$
A$
US$
536,000
384,000
-
-
-
300,000
-
-
242,000
257,500
293,500
521,000
372,000
-
-
-
300,000
-
-
235,000
250,000
285,000
(1) Base salaries are shown in the above table at contract amounts, where KMP have not worked a full year or superannuation caps
have been met and excess amounts taken as salary, it will not agree to Table 16: Statutory Remuneration.
4.3.2 Short-Term Incentive (STI)
Executive KMP have the opportunity to earn an annual STI. This is based on a percentage of the base salary. The STI
percentage increases with seniority to ensure a higher proportion of remuneration is “at risk” for more materially
accountable employees.
The table below presents the features and approach for the ioneer STI plan.
TTaabbllee 44:: iioonneeeerr SSTTII ppllaann
Feature
Purpose
Eligibility
Approach
Align team and individual performance and behaviours with short-term Group objectives.
Provide individuals with a competitive market position for total reward (i.e. variable and fixed pay
components).
Those considered for participation in the program must be able to impact the performance of
their own work area, their business or function and contribute to the Group’s overall
performance.
The default payment is cash.
Form of payment
Executive KMP can elect to receive STI awards as cash or equity (PRs) deferred for 12 months, as
part of an STI conversion program that covers all employees. If an employee elects to receive all
or a part of an STI award in PRs instead of cash, ioneer will grant an additional 20% in value. This
encourages greater alignment with shareholders, increases retention, and conserves cash.
The maximum STI opportunity as a proportion of base salary for the executive KMP are as
follows:
Opportunity
Executive chairman: 120%
Managing Director: 150%
Senior Vice President Engineering & Operations: 100%
Chief Financial Officer and Company Secretary: 100%
Vice President Human Resources: 80%
Vice President Commercial Sales & Marketing: 80%
Target STI opportunity is half of the maximum STI opportunity.
Performance period
1 year, 1 July to 30 June
Annual Executive KMP performance is set and assessed based upon a set of key targets that
directly affect shareholder value and are directly linked to the ioneer Strategic Plan.
Each scorecard goal is measured, weighted according to its importance, and is assessed
quantitatively.
Performance measures
At the start of each year, the Board determines hurdles with base and maximum target levels of
performance which form the STI goal.
The target levels of performance set by the Board are challenging and are driven by an annual
target setting exercise and longer-term strategic objectives. Achievement of base target levels of
performance delivers the payment of 50% of STI maximum opportunity. Payments from threshold
to maximum opportunity are on a straight-line basis consistent with the level of performance
attained.
The Board reserves the right to grant above 200% of target STI for truly exceptional contributions
to the business or to exercise negative discretion in the event that the formulaic outcome does
not accord with the shareholder experience, behaviours not consistent with the Company’s code
of conduct, reputational damage, safety or environmental expectations, or the Board’s overall
assessment of performance on a holistic basis.
Board discretion
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Feature
Approach
Remuneration report
Treatment on termination
If the executive is deemed a good leaver, STI is rewarded on a pro rata basis for time served. PRs
lapse if an employee resigns.
Details of the STI scorecard are disclosed in the table below. The STI scorecard is reflective of ioneer’s current stage of
development in obtaining approval for environmental permits, obtaining the necessary funding and preparing the
company to take a Final Investment Decision and begin construction on the Project.
TTaabbllee 55:: SSTTII ssccoorreeccaarrdd ffoorr FFYY2222
Measure
Description
Threshold
Stretch
Weighting
Environmental Permitting
Progress
Funding
Lithium Offtake
Engineering Progress
Spend
(non-construction)
Business Readiness
National Environmental
Policy Act review process
Candidate Conservation
Agreement Progress
Develop ESG compliance
structure
Progress on funding
solutions (Bank, Export
Credit Agency, Dept. of
Energy)
Preliminary Draft
Environmental Impact
Statement
Record of Decision
received
Final Draft
Signed
Develop Roadmap
Implement first steps
50%
80%
Strategic partner
Announced
Announced
US listing
ADR Level 2
ADR Level 3 (Cap.
Raise)
30%
25%
Product sold for the first 3
years of production
Process piping &
instrumentation diagrams
issued for design
Caterpillar, automation
agreement
Construction execution
plan
10,000 tpa
>15,000 tpa
15%
60%
90%
Draft contract
Signed contract
Reviewed
Approved
10%
Equipment contracts
35%
50%
Decision on lithium
hydroxide plant size and
timing
Spend compared to
budget
Concept
Final and required
engineering if near
start up
At budget
-5%
10%
ERP utilisation
Implemented
Efficient use
Implementation of
department policies &
procedures
30%
50%
10%
Workforce plan re-
reviewed
Org & roles confirmed
at ~DFS levels
Talent acquisition
plan agreed
4.3.3
Long-Term Incentive (LTI) Equity Grants
The executive KMP LTI equity grant comes in 2 parts, a performance-based PR grant and a time-based PR grant. The
tables below present the features and approaches for both components of the grant.
44..33..33..11 PPeerrffoorrmmaannccee BBaasseedd PPRRss
Table 6 presents the term and conditions of the performance-based PRs for FY22.
TTaabbllee 66:: FFYY2222 ppeerrffoorrmmaannccee--bbaasseedd PPRRss
Feature
Purpose
Approach
To align executive accountability and remuneration with the long-term interests of shareholders
by rewarding for the delivery of sustained performance.
8
ioneer
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Remuneration report
Feature
Approach
All executive KMP and senior management members.
Participants
The Board may at its discretion make invitations to or grant awards to eligible persons. Eligible
persons include executive directors or executive officers of the Group, employees, contractors or
consultants of the group or any other person.
Performance rights (PRs) to acquire ordinary shares in the Company for nil consideration.
Instruments issued
Within 30 days after the vesting date in respect of a vested instrument, the Company must either
allocate shares or procure payment to the participant of a cash amount equal to the market price
of the shares which would have otherwise been allocated.
Allocation value
10-day VWAP prior to start of the performance period
Maximum value
The maximum number of performance-based PRs that can vest is based on the following
proportion of base salaries:
Executive Chairman: 72%
Managing Director: 96%
Chief Financial Officer and Company Secretary: 72%
Vice President Human Resources: 48%
Vice President Commercial Sales & Marketing: 48%
Senior Vice President Engineering & Operations: 84%
Executive KMP are granted 50% of the maximum number of PRs to vest.
Performance period
3 years
Performance measurement
date
30 June 2025
Vesting Date
1 July 2025
Annually Executive KMP performance targets are set and then assessed on a range of key
measures that are critical to shareholder value and are directly linked to the ioneer Strategic Plan.
At this point in the Rhyolite Ridge Project, targets are focused on moving through the Project’s
objectives of permitting, engineering, funding and construction.
Each scorecard measure is measured, weighted according to its importance, and is assessed
objectively.
Performance measures
At the grant date, the Board determines the hurdles and minimum, target and maximum levels of
performance which form the LTI scorecard.
The target levels of performance set by the Board are challenging and are driven by an annual
goal setting exercise and the longer-term strategic plan. Achievement of target levels of
performance delivers the payment of 50% of LTI maximum opportunity. Payments from threshold
to maximum opportunity are on a straight-line basis consistent with the level of performance
attained.
Details can be found in Table 7.
The PRs are issued by the company and held by the participant subject to the satisfaction of the
vesting conditions. The number of PRs held may be adjusted pro-rata, consistent with ASX
adjustment factors for any capital restructure.
If the PRs vest, executives receive newly issued shares.
Unvested PRs do not have voting rights or accrue dividend benefits.
Acquisition of performance
rights
Treatment of dividends and
voting rights
Restriction on hedging
Hedging of PRs by executives is not permitted
Treatment on termination
If the executive is deemed a good leaver, PRs are prorated for time served. PRs lapse if an
employee resigns.
The board may apply up or down discretion as appropriate.
Board Discretion
The Company may adjust downwards the number of performance-based PRs where there has
been a material negative misstatement of results to align executive awards with shareholder
outcomes.
Minimum Share ownership
Executive KMP are expected to achieve a minimum share ownership in the Company over a 5-
year period. The minimum level for the Managing Director is 5 times his base salary. The
minimum level for other executives is 3 times their base salaries.
Change of control
Vesting is subject to board discretion, taking into account performance to the date of change in
control.
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Details of the scorecard are disclosed in the table below. The scorecard reflects the Company’s desire to move through
initial project phase, into construction, and in time production.
TTaabbllee 77:: FFYY2222 ppeerrffoorrmmaannccee--bbaasseedd PPRRss ssccoorreeccaarrdd
Measure
Assumes ROD, FID, Construction
Top quartile HSE & Community performance (North American Mining Projects)
Construction schedule on pace for start-up as stated at FID
Operational readiness (hiring, policies, systems, etc) on track
Project spend within margin established at FID
TSR
INR shareholder return compared to competitors. The competitors are: Vulcan Energy resources,
Core Lithium, Lake Resources, Sigma Lithium, Sayona Mining, Liontown Resources, American
Lithium, Frontier Lithium Inc, Standard Lithium, Lithium Americas Corp, Piedmont Lithium, Pilbara
Minerals, Critical Elements Lithium, and Bacanora.
44..33..33..22 TTiimmee BBaasseedd PPRRss
Table 8 presents the terms and conditions of the time-based PRs in the Equity Plan for FY22.
TTaabbllee 88:: FFYY2222 ttiimmee--bbaasseedd PPRRss
Feature
Approach
Weighting
19%
19%
19%
18%
25%
Purpose
Participants
To provide equity in lieu of cash salary for shareholder alignment, cash conservation, consistency
with non-KMP employee remuneration, and consistency with market practice.
All executive KMP and senior management members
The Board may at its discretion make invitations to or grant awards to eligible persons. Eligible
persons include executive directors or executive officers of the Group, employees, contractors or
consultants of the group or any other person.
PRs to acquire ordinary shares in the Company for nil consideration.
Instruments issued
Within 30 days after the vesting date in respect of a vested instrument, the Company must either
allocate shares or procure payment to the participant of a cash amount equal to the market price of
the shares which would have otherwise been allocated.
Allocation value
10-day VWAP prior to start of the performance period
The time-based PRs granted as a proportion of base salary for the executive KMP are as follows:
Value at grant
Executive Chairman: 24%
Managing Director: 32%
Chief Financial Officer and Company Secretary: 24%
Vice President Human Resources: 16%
Vice President Commercial Sales & Marketing: 16%
Senior Vice President Engineering & Operations: 28%
Service period
3 years
Service measurement date
30 June 2025
Vesting Date
1 July 2025
Acquisition of PRs
The PRs are issued by the company and held by the participant subject to the satisfaction of the
vesting conditions. The number of instruments held may be adjusted pro-rata, consistent with ASX
adjustment factors for any capital restructure.
If the PRs vest, executives receive newly issued shares.
Treatment of dividends and
voting rights
Unvested PRs do not have voting rights or accrue dividend benefits.
Restriction on hedging
Hedging of PRs by executives is not permitted
Treatment on termination
If the executive is deemed a good leaver, PRs are prorated for time served. PRs lapse if an
employee resigns.
10
ioneer
51
Remuneration report
Feature
Approach
Adjusting Awards
The Company may adjust downwards the number of time-based PRs where there has been a
material negative misstatement of results to align executive awards with shareholder outcomes.
Minimum Share ownership
Executive KMP are expected to achieve a minimum share ownership in the Company over a 5-year
period. The minimum level for the Managing Director is 5 times base salary. The minimum level for
other executives is 3 times base salaries.
Board Discretion
The board may apply discretion as appropriate.
Change of control
Vesting is subject to board discretion, taking into account performance to the date of change in
control.
4.4 Performance and remuneration outcomes for 2022
4.4.1 Company Performance
TTaabbllee 99:: HHiissttoorriiccaall FFiinnaanncciiaall PPeerrffoorrmmaannccee
Net Loss after tax
Basic loss per share
Diluted loss per share
Dividends per share
Closing share price
2022
2021
2020
2019
2018
(12,583)
(10,326,033)
(5,446,257)
(940,904)
(2,494,084)
(0.62000)
(0.62000)
-
0.41
(0.59000)
(0.59000)
-
0.35
(0.00341)
(0.00341)
-
0.13
(0.06000)
(0.06000)
-
0.135
(0.0030)
(0.0030)
-
0.360
5-year TSR
182.76%
600.00%
3150.00%
410.50%
1805.88%
FFiigguurree 22:: iioonneeeerr ttoottaall sshhaarreehhoollddeerr rreettuurrnn aaggaaiinnsstt tthhee SS&&PP AASSXX220000 IInnddeexx
11
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
52
Remuneration Report
continued
Remuneration report
4.4.2 Annual performance and STI outcome
At the end of the FY22 performance period, we conducted a thorough assessment of performance outcomes relative to
established targets. The below table reflects this assessment and the translation into STI awards.
TTaabbllee 1100:: FFYY2222 SSTTII ssccoorreeccaarrdd oouuttccoommee
Measure
Permitting Progress (30%):
Outcome
as % of
target
Outcome
as % of
Maximum
NEPA Review: During the year it was determined that a revised mine plan was
required. This revised plan required significant geological, geo-tech and geo-
chem work to meet federal regulator requirements. While significant
work/effort has taken place, the revised plan was not re-submitted until after
the year end, meaning NOI is not anticipated until FY23.
PDEIS
ROD Rec'd
Conservation Agreement: A final draft has been tabled but the need to have
it signed within the financial year changed and is no longer required.
Final draft
ESG structure: TSM has been chosen for our ESG framework and is being
expanded to include ISO 140001. TSM protocols are being drafted and are
under review.
Develop
Roadmap
Signed
(not
required)
Implement
first steps
Funding (25%):
Funding solutions: Significant progress was made to be invited into the final
stage of the DOE loan process. Discussions with other debt providers are also
well advanced.
50%
80%
Strategic Partner: A Partner bringing exceptional value was finalized in Sept’
FY22
Announced
No stretch
US Listing: ADR level 2 listing commenced trading 30 June. Due to $70M
SSW investment, an ADR level 3 listing was deemed not required.
ADR 2
ADR 3
(not
required)
Lithium Offtake (15%):
Product sold (3 yrs): Offtake agreements involving large/strategic automakers
are well developed. Offtake agreements could have been delivered sooner
with less visible customers but have been deferred. Extensions and larger
volume was agreed with EcoPro and extension agreements were achieved
with Boric Acid customers.
Engineering Progress (10%):
10k tpa
>15k tpa
Process P&IDs issued: Approximately 75% of P&IDs have been reviewed and
released for final engineering
60%
90%
Caterpillar automation: Caterpillar automation agreement has been finalized.
Draft K
Signed K
Construction exec plan: An execution plan has been developed, reviewed by
INR and consultant and is being readied for approval.
Reviewed
Approved
Equipment Contracts: Well over 50% of equipment contracts have been
awarded. Some of the major suppliers include Veolia, Dupont Clean
Technologies, and ABB Inc.
35%
50%
LiOH Plant Decision: Determined that INR's near-term plans will not include
production of LiOH.
Design not
required
Design not
required
Spend (non-construction) (10%):
Spend to Corporate Budget: Spending levels are in-line with expectations,
Budget
Spend to Capex Budget: in-line with Project expectations
Budget
-5%
-5%
Business Readiness (10%)
12
ioneer
53
Remuneration report
Measure
ERP: The Ellipse ERP finance module was implemented. It is being used for
the entire requisition to pay process, providing greater spend analysis and
reporting.
Department PSOPS implemented: The Original FY22 PSOPS targets were
established to provide focus/direction. A Business Readiness team was
created and has developed a roadmap with ~25% of policies developed and in
place.
Outcome
as % of
target
Outcome
as % of
Maximum
Implemented
Efficient
30%
50%
WFP Re-review: A detailed workforce plan review was completed in Q4/Q1
FY22. A talent plan is in development.
DFS level
Org/Roles
Talent Plan
Table 11 provides the calculated outcome for each measure in the FY22 STI scorecard.
TTaabbllee 1111:: OOvveerraallll FFYY2222 SSTTII ssccoorreeccaarrdd oouuttccoommee
Measure
Weighting
Environmental Permitting Progress
Funding
Lithium Offtake
Engineering Progress
Spend (Non-construction)
Business Readiness
Total
30%
25%
15%
10%
10%
10%
100%
Outcome as a % of
Weighted Outcome
Target
Stretch
At target
25%
100%
100%
100%
85%
100%
-
25%
50%
75%
75%
0%
50%
-
7.5%
25.0%
15.0%
10.0%
8.5%
10.0%
76.0%
The scorecard outcome is 76% of target. Given no delivery of the U.S. Federal land use permit and the extended time
taken to complete the strategic offtake agreements and funding, discretion was applied to reduce the outcome to 70%
of target.
The payout to each executive is as follows:
TTaabbllee 1122:: SSTTII ppaayyoouutt
Executive
Grant Date
Target STI
(% of base
salary)
Maximum
STI
(% of base
salary)
Award
(% of target)
Award
(% of max.)
Payout1
James D Calaway
1/07/2022
Bernard Rowe
1/07/2022
Ian Bucknell
1/07/2022
Ken Coon
1/07/2022
Yoshio Nagai
1/07/2022
Matt Weaver
1/07/2022
60%
75%
50%
40%
40%
50%
120%
150%
100%
80%
80%
100%
70%
70%
70%
70%
70%
70%
35%
35%
35%
35%
35%
35%
182,715
281,400
134,400
98,260
104,553
148,963
% taken
as12 mth
PRs
0%
0%
0%
100%
100%
100%
(1) This is the cash value of the incentive payout. If the executive elects to receive the incentive in PRs instead, the additional 20% will
be reflected in the grant value
During the year, the board approved a special US$100,000 recognition award to the executive chairman for the critical
lead role he played in concluding the strategic partnership. Under the agreement, ioneer and Sibanye-Stillwater have
agreed, subject to condition precedents being met, a joint venture to develop the Rhyolite Ridge Lithium-Boron
Project.
13
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
54
Remuneration Report
continued
Remuneration report
4.4.3
Legacy PRs – vested in FY22
Table 13 describes legacy PRs granted in prior years that vested in FY22. For the number of PRs that vested refer to
section 4.4.6.
TTaabbllee 1133:: PPRRss vveessttiinngg iinn FFYY2222
Grant to vest
Description
No make-up PRs were granted during FY22.
Make-up LTI grants
LTI grants to the Managing Director for 2018 were not made in that year. In 2020, make-up LTI
grants were awarded and approved by shareholders. The grants were time-based.
These make-up LTI grants to Bernard Rowe vested on 1 July 2021
Retention on employment
grants
Agreements with early recruits included vesting in equal instalments after 12, 24, and 36 months.
Ian Bucknell’s final grant vested in FY22.
Since mid-2019 a standard approach of vesting after 3 years has been implemented.
Bonus 2020 conversion grants
All KMP had the option to take the 2020 bonus as cash or as a 12-month deferred equity with a
20% premium.
Ken Coon and Matt Weaver both have deferred equity vesting based on their 2020 STI.
4.4.4
LTI PRs vesting
Table 14 shows the scorecard outcome for performance-based PRs granted as LTIs in FY19 with a performance period
from 1 July 2019 to 30 June 2022. The grant vested 1 July 2022 (FY23).
TTaabbllee 1144:: FFYY1199 PPeerrffoorrmmaannccee BBaasseedd PPRR SSccoorreeccaarrdd OOuuttccoommee
Measure
ROD, FID, Construction
Construction schedule on pace as stated at FID
Top Quartile HSE & Community performance
(compared to North American mining projects)
Project spend within margin stated at FID
Recruiting on track per FID
Not tied to ROD, FID, Construction
80% products sold for first 3 years
INR share price compared to competitors
Total
Weighting
Measure
Outcome
Overall Outcome
15%
15%
15%
15%
15%
25%
100%
0%
0%
0%
0%
200%
15%
0%
0%
0%
0%
30%
4%
34%
Discretion was applied to reduce the outcome to 33%. Thirty-three percent of the performance-based PRs granted in
2019 vested on 1 July 2022. In addition, all of the time-based PRs vested.
Table 15 presents the vesting outcome of the 2019 LTI.
TTaabbllee 1155:: FFYY1199 LLTTII vveessttiinngg
Executive
Time-based PR
Performance-based PR
Total
No. to vest
No. granted
% to vest
No. to vest
% to vest
No. to vest
Bernard Rowe
1,106,509
1,659,763
Ian Bucknell
Ken Coon
Yoshio Nagai
Matt Weaver
517,751
776,627
956,145
741,120
-
-
33%
33%
-
-
547,722
256,287
-
-
607,683
899,736
33%
296,913
60%
60%
100%
100%
60%
1,654,231
774,038
956,145
741,120
904,596
Note, the time-based PRs to Ken Coon and Yoshio Nagai were equity at hire grants as part of their executive contracts.
14
ioneer
55
Remuneration report
4.4.5 Statutory remuneration
Table 16 sets out KMP remuneration for the 2022 and 2021 Financial Year in Australian Dollars and has been prepared
in accordance with the requirements of Section 300A of the Australian Corporations Act 2001 and associated
accounting standards.
15
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
56
Remuneration Report
continued
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58
Remuneration Report
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60
Remuneration Report
continued
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Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
62
Remuneration Report
continued
Remuneration report
4.5 Key terms of Executive KMP employment contracts
4.5.1 Notice and termination payments
Table 20 sets out for the contractual provisions for current Executive KMP
TTaabbllee 2200:: KKMMPP ccoonnttrraaccttss
Position
Contract Type
Notice Period
for Company
Notice Period
for Employee
Termination
Payment for
Change of
control
Treatment of
STI on
termination
Treatment of
unvested LTI
on termination
Executive
Chairman
MD
Executive KMP
12 months
1 month
1 month
Nil
Open term
agreement
Open term
agreement
6 months
6 months
12 months
6 Months
3 Months
12 months
Pro-rata for
time served as
executive
Pro-rata for
good leavers
Pro-rata for
good leavers
Lapses
Lapses
Lapses
Termination payments are calculated based upon base salary at the date of termination. No payment is made for
termination due to gross misconduct.
4.5.2 Executive Directors’ employment agreements
TTaabbllee 2211:: EExxeeccuuttiivvee cchhaaiirrmmaann ccoonnttrraacctt
Feature
Term
Base Salary
STI
Equity Grants
Termination
Other
Approach
Expected to continue until critical milestones have been accomplished. It is expected to be
achieved by the end of FY23.
US$300,000 per annum. This is in addition to the existing non-executive chairman remuneration
of US$185,000.
Base salary does not include pension and non-cash benefits.
For FY22, the executive chairman was eligible for a maximum STI that is 120% of base salary.
Target is 50% of maximum.
Further details are discussed in section 4.3.2
For FY22, the executive chairman was eligible for an equity grant at 60% of base salary in the
form of PRs.
60% of the PRs will be performance based. 40% of the PRs will be time based. As the executive
chairman’s contract is defined in US dollars, the number of PRs awarded is calculated using a
VWAP up to and including 30 June each year and the closing exchange rate as at 30 June.
Performance based awards may range from 0 to 200% of grant based upon achievement of pre-
established targets.
Further details are discussed in section 4.3.3
Either party may terminate the contract with one month’s notice. The Company may also
terminate the contract without notice in circumstances such as material breach or serious
misconduct.
Mr Calaway will receive a one-off recognition award of US$100,000 in recognition of the critical
role he has played in the strategic partner process.
TTaabbllee 2222:: MMaannaaggiinngg ddiirreeccttoorr ccoonnttrraacctt
Feature
Term
Base Salary
STI
Approach
Open term agreement
AU$536,630 per annum.
Base salary does not include superannuation and non-cash benefits.
For FY22, the MD was eligible for a target bonus that is 75% of base salary. Maximum STI is 200%
of target.
Further details are discussed in section 4.3.2
ioneer
63
Remuneration report
Feature
Approach
Equity Grants
For FY22, the MD was eligible for an equity grant at 75% of base salary in the form of PRs.
60% of the PRs will be performance based. 40% of the PRs will be time based.
Performance based awards may range from 0 to 200% of grant based upon achievement of pre-
established targets.
Further details are discussed in section 4.3.3
Termination
By executive: 6 months’ notice
By company: 6 months’ notice
TTaabbllee 2233:: OOtthheerr eexxeeccuuttiivvee ccoonnttrraaccttss
Feature
Approach
KMP
Term
Base Salary
STI
Equity Grants
Senior vice president engineering & operations
Chief financial officer
Vice president human resources
Vice president commercial sales & marketing
Open-term agreements
See section 4.3.1.
Base salary does not include superannuation and non-cash benefits.
For FY22, the:
•
•
•
•
Senior vice president engineering & operations was eligible for a target bonus that is
50% of base salary. Maximum STI is 200%
Chief financial officer was eligible for a target bonus that is 50% of base salary.
Maximum STI is 200%
Vice president human resources was eligible for a target bonus that is 40% of base
salary. Maximum STI is 200%
Vice president commercial sales & marketing was eligible for a target bonus that is
40% of base salary. Maximum STI is 200% of target.
Further details are discussed in section 4.3.2
For FY22, the:
•
•
•
•
Senior vice president engineering & operations was eligible for an equity grant at 70%
of base salary in the form of PRs
Chief financial officer was eligible for an equity grant at 60% of base salary in the form
of PRs
Vice president human resources was eligible for an equity grant at 40% of base salary
in the form of PRs
Vice president commercial sales & marketing was eligible for an equity grant at 40% of
base salary in the form of PRs
60% of the PRs will be performance based. 40% of the PRs will be time based.
Performance based awards may range from 0 to 200% of grant based upon achievement of pre-
established targets.
Further details are discussed in section 4.3.3
Termination
By executive: 3 months’ notice
By company: 6 months’ notice
Annual Report 2022DIRECTORS’REPORTREMUNERATIONREPORTFINANCIAL STATEMENTSOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORY
64
Remuneration Report
continued
Remuneration report
55.. NNoonn--EExxeeccuuttiivvee DDiirreeccttoorr rreemmuunneerraattiioonn ppoolliiccyy
5.1 Remuneration Policy
Remuneration for Non-Executive Directors (NEDs) is subject to the aggregate limit of A$1,000,000 per annum which was
set by shareholders at the 2017 Annual Meeting. This includes superannuation and other retirement benefits and does
not include any payments made to the executive chairman for his role as an executive. Equity payments made to NEDs
are considered a part of the aggregate limit as per the terms in the previous Notice of Meeting.
Fees for Non-Executive Directors are fixed and are not linked to the financial performance of the Company. In addition
to Board and Committee fees, non-executive directors are entitled to be reimbursed for all reasonable travel,
accommodation and other expenses incurred in attending meetings of the Board, Committees, or shareholders or
while engaged on ioneer business.
Table 24 sets out the Board fee structure effective 1 July 2021. The fees do not include superannuation or other
retirement benefits.
TTaabbllee 2244:: BBooaarrdd ffeeeess ((iinn UUSSDD))
Board
Audit & Risk committee
Nomination & Remuneration committee
Project Execution committee
Environment, sustainability & governance committee
Chair
Member
Cash
Equity
Cash
Equity
$150,000
$35,000
$60,000
$25,000
$5,000
$5,000
$5,000
$5,000
-
-
-
-
-
-
-
-
-
-
-
-
5.2 NED equity
As discussed in Table 24, a portion of the NED fees are paid in the form of performance rights. Table 25 presents the
terms of the NED equity arrangement.
TTaabbllee 2255:: NNEEDD eeqquuiittyy tteerrmmss
Feature
Purpose
Approach
Issued in lieu of paying remuneration in cash
Participants
The executive chairman and NEDs
Instruments issued
Performance Rights (PRs)
Allocation value
10-day VWAP up to the AGM
Value of PRs to be granted
Executive Chairman: US$35,000 (18.9% of total non-executive chairman fees)
NEDs: US$25,000 (27.7% of total NED fees)
Vesting Date
1 year from date of approval
Acquisition of PRs and shares
PRs are issued by the company and held by the participant subject to the satisfaction of the vesting
conditions. The number of PRs held may be adjusted pro-rata, consistent with ASX adjustment
factors for any capital restructure.
If the PRs vest, NEDs receive newly issued shares.
Treatment of dividends and
voting rights
PRs do not have voting rights or provide dividend payments.
Equity Incentive Plan and/or
clawback
NA
Restriction on hedging
Hedging of PRs by NEDs is not permitted
Treatment on termination
Some or all of the grants may remain on foot.
ioneer
Consolidated statement of profit and
loss and other comprehensive income
For the year ended 30 June 2022
Consolidated statement of profit and loss
and other comprehensive income for the year ended 30 June 2022
65
Exploration expenditure written off
Employee benefits expensed
Other expenses
Loss from operating activities
Finance income
Finance costs
Net finance income/(costs)
Loss before tax
Income tax expense
Loss for the year
Loss attributable to equity holders of the company
Items that may be reclassified subsequently to profit and loss
Foreign currency translation difference on foreign operations
Other comprehensive income/(loss) (net of tax)
Total comprehensive profit / (loss) for the year
Total comprehensive income / (loss) attributable to the owners of the
company
Earnings per share
Basic loss per ordinary share
Diluted loss per ordinary share
30-Jun
2022
A$'000
(24)
(6,658)
(9,877)
(16,559)
4,000
(24)
3,976
30-Jun
2021
A$'000
(48)
(5,899)
(3,008)
(8,955)
97
(1,468)
(1,371)
(12,583)
(10,326)
-
(12,583)
(12,583)
-
(10,326)
(10,326)
12,836
12,836
253
253
2022
Cents
(0.62)
(0.62)
(8,040)
(8,040)
(18,366)
(18,366)
2021
Cents
(0.59)
(0.59)
Note
2.2
7.1
2.3
2.4
2.4
2.4
3.1
2.5
2.5
The consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying
notes.
IONEER LTD 2022 ANNUAL REPORT 11
Annual Report 2022REMUNERATIONREPORTOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORYDIRECTORS’REPORTFINANCIAL STATEMENTS
66
Consolidated statement of financial position
As at 30 June 2022
Consolidated statement of financial position
as at 30 June 2022
Current assets
Cash assets
Receivables
Total current assets
Non-current assets
Receivables
Plant and equipment
Right of use asset
Exploration and evaluation expenditure
Total non-current assets
Total assets
Current liabilities
Payables
Lease liabilities - current
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities - non-current
Total Non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Note
4.1
4.2
4.2
4.3
4.4
4.5
4.6
4.6
4.7
4.6
5.1
5.2
30-Jun
Consolidated
2022
A$'000
30-Jun
Consolidated
2021
A$'000
136,568
213
136,781
282
-
356
171,819
172,457
309,238
12,752
243
721
13,716
126
126
13,842
295,396
337,494
13,892
(55,990)
295,396
83,078
359
83,437
266
3
309
114,375
114,953
198,390
6,630
251
375
7,256
79
79
7,335
191,055
230,730
3,732
(43,407)
191,055
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
IONEER LTD 2022 ANNUAL REPORT 12
ioneer
Consolidated statement of cash flows
for the year ended 30 June 2022
Consolidated statement of cashflows
For the year ended 30 June 2022
67
Cash flows from operating activities
Payment to suppliers and employees
Interest and other finance costs paid
Note
2022
A$'000
2021
A$'000
(15,089)
(6,487)
(7)
-
Net cash flows used in operating activities (inclusive of GST)
4.1
(15,096)
(6,487)
Cash flows from investing activities
Expenditure on mining exploration
Purchase of equipment
Interest received
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Proceeds from exercise of options
Equity raising expenses
Payments of lease liability
Net cash flows received from financing activities
Net increase (decrease) in cash held
Cash at the beginning of the financial year
Effect of exchange rate fluctuations on balances of cash held in USD
Closing cash carried forward
4.3
5.1
5.1
5.1
4.1
(36,384)
(23,677)
(4)
69
(6)
39
(36,319)
(23,644)
95,584
7,900
(2,697)
(228)
100,559
49,144
83,078
4,346
136,568
80,000
-
(3,515)
(107)
76,378
46,247
38,268
(1,437)
83,078
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
IONEER LTD 2022 ANNUAL REPORT 13
REMUNERATIONREPORTOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORYAnnual Report 2022DIRECTORS’REPORTFINANCIAL STATEMENTS
68
Consolidated statement of changes in equity
for the year ended 30 June 2022
Consolidated statement of changes in equity
For the year ended 30 June 2022
Issued
capital
Foreign
currency
translation
reserve
Equity
compensation
reserve
Accumulated
losses
Total
equity
Note
A$'000
A$'000
A$'000
A$'000
A$'000
As at 1 July 2020
153,290
1,391
8,446
(33,081)
130,046
As at 1 July 2021
230,730
(6,649)
10,381
(43,407)
191,055
(6,649)
10,381
(43,407)
191,055
Loss for the year ended 30 June 2021
Other comprehensive income
Foreign currency translation differences for
foreign operations
Total other comprehensive income
Total comprehensive income for the year
Issue of share capital
Ordinary shares cash
Ordinary shares non-cash
Share-based payments
Share-based payments expensed/capitalised
Fair value of performance rights vested
Share issue costs
As at 30 June 2021
Loss for the year ended 30 June 2022
Other comprehensive income
Foreign currency translation differences for
foreign operations
Total other comprehensive income
Total comprehensive income for the year
Issue of share capital
Ordinary shares cash
Proceeds from unlisted options exercised
Share-based payments
Share-based payments expensed/capitalised
Fair value of unlisted options exercised
Fair value of performance rights vested
Share issue costs
As at 30 June 2022
-
-
-
-
-
(8,040)
(8,040)
(8,040)
-
-
-
-
-
12,836
12,836
12,836
-
-
-
-
-
-
-
-
-
-
-
5.1
80,000
374
-
581
(3,515)
230,730
5.2
5.2
5.1
5.1
5.1
5.2
5.2
5.2
5.1
95,584
7,900
-
4,617
1,360
(2,697)
337,494
-
-
-
-
-
-
2,516
(581)
-
(10,326)
(10,326)
-
-
(8,040)
(8,040)
(10,326)
(18,366)
-
-
-
-
-
80,000
374
2,516
-
(3,515)
-
-
-
-
-
-
3,300
(4,616)
(1,360)
-
(12,583)
(12,583)
-
-
12,836
12,836
(12,583)
253
-
-
-
-
-
-
95,584
7,900
3,300
1
-
(2,697)
6,187
7,705
(55,990)
295,396
The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
IONEER LTD 2022 ANNUAL REPORT 14
ioneer
Notes to and forming part
of the financial statements
Notes to and forming part of the financial statements
69
Section 1. Basis of preparation
1.1. Reporting entity
The financial report of ioneer Ltd for the year ended 30 June 2022 was authorised for issue in accordance with a resolution of the
Directors on 21 September 2022.
ioneer Ltd is a for profit company limited by shares and incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange under the ticker code “INR”. The registered office of the Company is suite 5.03, 140 Arthur Street,
North Sydney, NSW 2060 Australia.
The Company is principally engaged in the development of the Rhyolite Ridge lithium-boron deposit in the state of Nevada, United
States of America. Further information about the nature of the Group’s operations and activities is provided in the directors’
report. Information on the group structure is set out in Section 8 of this report and information on other related party disclosures
of the Group is provided in Section 9.
1.2. Basis of preparation
•
•
•
•
•
•
•
The financial report is a general-purpose financial report, which has been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the
Corporations Act 2001, as appropriate for for-profit oriented entities.
These financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board ('IASB'), including new or amended accounting standards effective for reporting periods
beginning 1 July 2021.
Unless otherwise stated, the accounting policies disclosed have been consistently applied.
The financial report has been prepared on a historical cost basis.
The financial statements have been presented in Australian dollars which is the parent entity’s functional currency.
The financial statements have been prepared on the going concern basis which assumes the company and consolidated
entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from
the date the financial report was authorised for issue.
The group is of a kind referred to in ASIC Corporations (Rounding in Financial / Directors Reports) Instrument 2016/191,
and as such amounts presented in the financial and directors have been rounded to the nearest $1,000 (where rounding
is permitted), unless otherwise stated.
1.3. New and amended accounting standards and interpretations
The Group has adopted all the new or amended Accounting Standards and Interpretations issued by the International Accounting
Standards Board (“IASB”) that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or
position of the Group.
The following standards and interpretations that have recently been issued but are not yet mandatory, have not been early adopted
by the Group for the annual reporting period ended 30 June 2022. The Group’s assessment of the impact of these new or amended
Accounting Standards and Interpretations, which are most relevant to the Group are set out below:
Amendments to IAS 1 – Classification of
Liabilities as Current or Non-current
Amendments to IAS 8 – Disclosure of
Accounting Estimates
A liability is classified as current if the entity has no right at the end of the reporting
period to defer settlement for at least 12 months after the reporting period. The
IASB issued amendments to IAS 1 Presentation of Financial Statements to clarify
the requirements for classifying liabilities as current or non-current. Specifically:
The amendments specify that the conditions which exist at the end of
the reporting period are those which will be used to determine if a right
to defer settlement of a liability exists.
•
• Management intention or expectation does not affect classification of
•
liabilities.
In cases where an instrument with a conversion option is classified as a
liability, the transfer of equity instruments would constitute settlement
of the liability for the purpose of classifying it as current or non-current.
These amendments had no material impact on the financial statements.
The definition of a change in accounting estimates is replaced with a definition of
accounting estimates. Under the new definition, accounting estimates are
“monetary amounts in financial statements that are subject to measurement
uncertainty”. Entities develop accounting estimates if accounting policies require
IONEER LTD 2022 ANNUAL REPORT 15
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70
Notes to and forming part of the financial statements
continued
items in financial statements to be measured in a way that involves measurement
uncertainty. These amendments had no material impact on the financial
statements.
The initial recognition exemption has been narrowed such that it no longer applies
to transactions that, on initial recognition, give rise to equal amounts of taxable
and deductible temporary differences. These amendments had no material impact
on the financial statements.
Amendments to IAS 12 - Deferred Tax
related to Assets and Liabilities arising
from a Single Transaction
1.4. Basis of consolidation
Controlled entities
Controlled entities are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly
to govern the financial and operating policies of an entity so as to obtain benefits from its operations. The financial statements of
controlled entities are included in the consolidated financial statements from the date control commences until the date that
control ceases. With the exception of the wind up of three Canadian entities during the financial year there has been no change in
the control of any subsidiaries during the financial period. All subsidiaries are 100% owned by the Company (2021: 100%).
Transactions eliminated on consolidation
All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been
eliminated in full.
Accounting polices
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies.
1.5. Critical accounting estimates and judgements
The preparation of these financial statements in conformity with Australian Accounting Standards has required management to
make judgements, estimates and assumptions which impact the application of policies and reported amounts of assets and
liabilities, income and expenses. These estimates and associated assumptions are based on historical knowledge and various other
factors that are believed to be reasonable in the circumstance. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed regularly and revisions to accounting estimates are reviewed in the period in
which the estimate is revised. The most significant estimates and assumptions which have a significant risk of causing material
adjustment to the carrying amounts of assets and liabilities within the next financial year relate to:
Reserve estimates
Reserves are estimates of the amount of product that can be economically and legally extracted, processed and sold from the
Groups properties under current and foreseeable economic conditions. The group determines and reports reserves under the
standards incorporated in the Australian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves, 2012 edition
(the JORC code).
The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors
including quantities, grades, production techniques, recovery rates, commodity prices and exchange rates. Change in ore reserve
impact the assessment of recoverability of exploration and evaluation assets.
Estimating the quantity and /or grade of reserves requires the size, shape and depth of ore to be determined by analysing
geological data. This process may require complex and difficult judgements to interpret the data. Additional information about
the Group’s Reserves and Resources is set out on page 98.
Exploration and evaluation assets
The Group’s policy for exploration and evaluation expenditure is set out in note 4.5. The application of this policy requires certain
judgements, estimates and assumptions as to the future events and circumstances, in particular the assessment of whether
economic quantities of reserves will be found. Any such estimates and assumptions may change as new information becomes
available. If, after capitalisation of expenditure under the policy, it is concluded that the capitalised expenditure will not be
recovered by future exploitation or sale, then the relevant amount will be written off in the statement of profit or loss. Changes in
assumptions may result in a material adjustment to the carrying amount of exploration and evaluation assets.
IONEER LTD 2022 ANNUAL REPORT 16
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71
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
investments at the date on which they are granted. Additional information is set out in note 7.3, Share-based payments.
1.6. Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in
which that entity operates.
The functional currency of the entities in the Group is predominantly US Dollars, with the exception of ioneer Limited which has a
functional currency of Australian Dollars.
The consolidated financial statements continue to be presented in Australian dollars, which is the parent entity’s functional
currency. However, in FY2023 it is the Group’s intention to change the presentation currency to United States Dollars.
Transactions and balances
Foreign currency transactions are translated at the foreign exchange rate at the date of the transaction. Monetary assets and
liabilities denominated in a foreign currency at the end of the reporting period are translated at the year-end exchange rate.
Exchange differences arising on the translation of monetary items are recognised in the statement of profit or loss.
Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to
the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the exchange difference is
recognised in profit or loss.
Presentation of foreign exchange gains and losses in the statement of profit or loss
The Group presents its foreign exchange gains and losses within net financing income /(costs) in the statement of profit or loss.
Section 2. Financial performance
2.1. Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating
segment’s operating results are reviewed regularly by the Chief Operating Decision Maker (CODM) to make decisions about resources
to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Managing
Director is considered to be the CODM and is empowered by the Board to allocate resources and assess the performance of the Group.
Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis.
Description of segments
The Company operates predominantly as a mineral exploration and development company. The operating segments are based on the
reports reviewed by the Managing Director for assessing performance and determining the allocation of resources and strategic
decision making within the Group.
North America
Australia
Represents activity in the US, primarily in relation to Rhyolite Ridge and the Reno office.
Represents head office expenditure, including ASX listing costs, exchange gains and losses and
corporate assets (predominantly cash).
IONEER LTD 2022 ANNUAL REPORT 17
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72
Notes to and forming part of the financial statements
continued
Segment information provided to the CODM:
Segment information
North America
Australia
Total
Exploration expenditure - non core
Other expenses
Reportable segment profit / (loss)
Employee benefits and other expenses
Net financing (expense) / income
Net loss before income tax
Segment assets
Exploration assets
Other assets
Total assets
Segment liabilities
Payables
Provisions
Total current liabilities
Payables
Total non-current liabilities
Total liabilities
Net assets
2022
$’000
(24)
(3,997)
(4,021)
(1,832)
4
(5,849)
2021
$’000
(48)
-
(48)
(3,366)
(2,880)
(6,294)
2022
$’000
2021
$’000
-
(5,880)
(5,880)
(4,826)
3,972
(6,734)
-
-
-
(5,541)
1,509
2022
$’000
(24)
(9,877)
(9,901)
(6,659)
3,976
2021
$’000
(48)
-
(48)
(8,907)
(1,371)
(4,032)
(12,583)
(10,326)
171,819
114,375
8,931
18,019
180,750
132,394
-
128,488
128,488
11,813
480
12,293
126
126
5,857
215
6,072
-
-
1,182
241
1,423
-
-
-
65,996
65,996
1,024
160
1,184
79
79
171,819
137,419
114,375
84,015
309,238
198,390
12,995
721
13,716
126
126
6,881
375
7,256
79
79
12,419
6,072
1,423
1,263
13,842
7,335
168,331
126,322
127,065
64,733
295,396
191,055
Major customers
The Company has no major customers and nil revenues (2021: nil)
2.2. Impairment
Exploration expenditure written off
2.3. Other expenses
General and administrative expenses
Consulting and professional costs
Depreciation and amortisation
Total other expenses
30 June 2022
$’000
30 June 2021
$’000
(24)
(24)
(48)
(48)
4,133
5,504
240
9,877
1,805
967
236
3,008
IONEER LTD 2022 ANNUAL REPORT 18
ioneer
2.4. Net finance income
Interest income from external parties
Other revenue
Net foreign exchange gain
Finance income
Bank charges
Net foreign exchange loss
Lease interest
Finance costs
Net finance income/(costs)
73
30 June 2022
$’000
30 June 2021
$’000
85
68
3,847
4,000
(17)
-
(7)
(24)
3,976
39
58
-
97
(20)
(1,436)
(12)
(1,468)
(1,371)
Interest income is recorded at the effective interest rate applicable to the financial instrument. Interest is recognised as it accrues
(using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life
of the financial instrument) to the net carrying amount of the financial asset.
2.5. Earnings per share
Earnings used in calculating earnings per share
Basic and diluted loss
Weighted average number of ordinary shares used as the
denominator
Issued ordinary shares - opening balance
Effect of shares issued
(12,583)
(10,326)
Number
Number
1,896,676,204
117,750,170
1,680,202,466
69,056,018
Weighted average number of ordinary shares
2,014,426,374
1,749,258,484
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares at 30 June for basic EPS
Effect of dilution from options and rights on issue
2,014,426,374
-
1,749,258,484
-
Weighted average number of ordinary shares adjusted for effect of
dilution
2,014,426,374
1,749,258,484
The options and performance rights are antidilutive and have been excluded from the diluted EPS calculation below.
Basic loss per share attributable to the ordinary equity holders of the company
Diluted loss per share attributable to the ordinary equity holders of the company
Cents
(0.62)
(0.62)
Cents
(0.59)
(0.59)
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of
ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion
of all the dilutive potential ordinary shares into ordinary shares. The effect of dilution from options and rights on issue in the financial
year would be 35,597,029 (2021: 76,171,508). The impact the potential ordinary shares is treated as dilutive only when their
conversion to ordinary shares would decrease EPS.
IONEER LTD 2022 ANNUAL REPORT 19
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74
Notes to and forming part of the financial statements
continued
Section 3. Taxation
3.1. Taxation
Income Tax
Tax expense comprises:
Income tax
Current tax benefit / (expense)
Tax expense related to movements in deferred tax balances
Total tax (expense) / benefit
Numerical reconciliation between tax (expense) / benefit and pre-tax net
result:
Profit /(Loss) before tax
At statutory income tax rate of 30%
Decrease / (increase) in income tax benefit due to:
Non-deductible expenses
Foreign exchange and other translation adjustments
Additional tax deductible expenditure
Unrecognised tax losses relating to current year
Adjustments for prior years
Income tax (expense) / benefit
30 June 2022
30 June 2021
$’000
$’000
-
-
-
-
-
-
(12,583)
(3,775)
(10,326)
(3,098)
1,501
(1,177)
(190)
3,859
(218)
-
728
432
(113)
2,160
(109)
-
No provision for income tax is considered necessary in respect of the Company for the year ended 30 June 2022. No recognition has
been given to any future income tax benefit which may arise from operating losses not claimed for tax purposes. The Group has
estimated tax loss positions across the group as follows:
Deferred Tax
Deferred tax relates to the following
Deferred tax relates to the following
Foreign exchange gain/loss
Losses available for offsetting against future taxable income
Net deferred tax asset
30 June 2022
$’000
(1,177)
1,177
-
The Group has tax losses for which no deferred tax asset has been recognised on the Statement of Financial Position that amounted to
$37.6 million.
Total tax losses
Deferred tax recognised
41,606
(3,927)
37,679
IONEER LTD 2022 ANNUAL REPORT 20
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75
Jurisdiction
Australia
Revenue
USA
Revenue
Canada
Revenue
AUD$'000
US$'000
CAD$'000
17,608
3,536
21,144
Capital
8,977
2,853
11,830
Capital
216
3
219
Capital
AUD$'000
US$'000
CAD$'000
7,307
-
7,307
28,451
-
-
-
-
-
-
11,830
219
Non-recognised tax losses - revenue
Balance at the beginning of the period
Movement during the period
Balance at the end of the period
Non-recognised tax losses - capital
Balance at the beginning of the period
Movement during the period
Balance at the end of the period
Total revenue and capital losses not recognised
These amounts will only be obtained if:
•
•
•
the Company and Controlled Entities derive future assessable income of a nature and of an amount sufficient to enable
the benefit from the deductions for the losses to be realised,
the Company and Controlled Entities continue to comply with the conditions for deductibility imposed by the law, and
no changes in tax legislation adversely affect the Company and Controlled Entities in realising the benefit from the
deductions for the losses, i.e. current tax legislation permits carried forward tax losses to be carried forward indefinitely.
ioneer Ltd is not part of an Australian tax-consolidated group. Current and deferred tax amounts (if any) are measured as a stand-
alone taxpayer. There are no tax funding arrangements or tax sharing agreements in place.
The group has additional tax value embedded in the Rhyolite Ridge exploration asset. Future deductibility is expected against
anticipated assessable income from the Project once in production.
Section 4. Invested and working capital
4.1. Cash assets
Cash at bank
Short term deposits
Total cash assets
Cash flow reconciliation
Reconciliation of net cash outflow from operating activities to operating
loss after tax
Loss for the period
Adjustments to reconcile profit to net cash flows:
Depreciation
Exploration expenditure written-off
Share-based payments
Net foreign exchange differences - unrealised
Interest income
Interest expense
Amortisation of Right of use assets
Change in assets and liabilities during the financial year:
Increase/ (decrease) in trade and other receivables
Increase in accounts payable
Net cash used in operating activities
30 June 2022
$’000
100,276
36,292
136,568
30 June 2021
$’000
83,078
-
83,078
(12,583)
(10,326)
7
-
2,063
(6,292)
(85)
7
221
163
1,403
(15,096)
13
48
2,034
1,437
(39)
-
107
(230)
469
(6,487)
IONEER LTD 2022 ANNUAL REPORT 21
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76
Notes to and forming part of the financial statements
continued
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term highly liquid
deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an
insignificant risk of changes in value.
4.2. Receivables
Current
Interest receivable
Other debtors
Prepayments
Total current trade and other receivables
Non-current
Other debtors
Total non-current trade and other receivables
Total current and non-current trade and other receivables
30 June 2022
$’000
30 June 2021
$’000
16
155
42
213
282
282
495
-
29
330
359
266
266
625
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method
less provision for impairment. Impairment losses are recognised in the profit and loss.
4.3. Plant and equipment
Plant and equipment - at cost
Less accumulated depreciation
Total plant and equipment
Reconciliation of the movement
Opening balance
Additions
Disposals
Depreciation expense
Foreign exchange translation difference
Closing balance
30 June 2022
$’000
30 June 2021
$’000
89
(89)
-
3
4
-
(7)
-
-
84
(81)
3
9
6
-
(12)
-
3
Tangible plant and equipment assets are stated at cost less accumulated depreciation and any impairment in value. Depreciation is
calculated on a straight-line basis over the useful life of the asset being between 1-4 years.
An item of plant and equipment is derecognised upon disposal. Any gain or loss arising on derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of comprehensive
income in the period the item is derecognised.
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of
impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its
recoverable amount the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the
greater of fair value less costs to sell and value in use.
IONEER LTD 2022 ANNUAL REPORT 22
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77
4.4. Right of Use Asset
Premises - at cost
Less accumulated depreciation
Total Right of Use Asset
Reconciliation of the movement
Opening balance
Additions
Disposals
Depreciation expense
Foreign exchange translation difference
Closing balance
30 June 2022
$’000
511
(155)
356
309
281
-
(234)
-
356
30 June 2021
$’000
465
(156)
309
322
230
(177)
(45)
(21)
309
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
remeasurement 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 right-of-use assets are
depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to
impairment.
4.5. Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest.
Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure but does not include
general overheads or administrative expenditure not having a specific connection with a particular area of interest.
Exploration and evaluation costs in relation to separate areas of interest for which rights of tenure are current are brought to account
in the year in which they are incurred and carried forward provided that:
•
•
such costs are expected to be recouped through successful development and exploitation of the area, or alternatively
through its sale; or
exploration and/or evaluation activities in the area have not yet reached a stage which permits a reasonable assessment of
the existence or otherwise of economically recoverable reserves.
The types of costs recognized as exploration and evaluation assets include costs to acquire the legal rights to explore in the specific
area and costs incurred in respect of the search for mineral resources, determination of technical feasibility and the assessment of
commercial viability of an identified resource, in accordance with AASB 6.
A Final Investment Decision (FID) to develop the Project is expected to be made after considering the following key factors: required
permits are in place, engineering has reached construction ready status, adequate offtake agreements have been signed to
underwrite any debt requirements, and the Project is funded through a mix of equity and debt. In order to attract funding, the Project
will need to demonstrate technical feasibility and commercial viability.
Once FID has been taken, all past and future exploration and evaluation assets in respect of the area of interest are tested for
impairment and transferred to the cost of development. To date, no development decision has been made.
The Directors assess at each reporting date whether there is an indication that an asset has been impaired and for exploration and
evaluation costs carried forward whether the above carry forward criteria are met. No indicator of impairment has been identified as
at 30 June 2022.
When the above criteria do not apply or when the Directors assess that the carrying value may exceed the recoverable amount the
accumulated costs in respect of areas of interest are written off in the Statement of profit and loss and other comprehensive income.
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78
Notes to and forming part of the financial statements
continued
Exploration and evaluation expenditure
Reconciliation of movement
Opening balance
Additions - Rhyolite Ridge
Exploration expenditure - non core
Exploration expenditure - written off
Foreign exchange translation difference
Carrying amount at the end of the financial year
30 June 2022
$’000
30 June 2021
$’000
171,819
114,375
114,375
46,474
970
(309)
10,309
171,819
94,824
27,805
293
(285)
(8,262)
114,375
The above amounts represent costs of areas of interest carried forward as an asset in accordance with the accounting policy described
above. The ultimate recoupment of exploration and evaluation expenditure in respect of an area of interest carried forward is
dependent upon the discovery of commercially viable reserves and the successful development and exploitation of the respective
areas or alternatively sale of the underlying areas of interest for at least their carrying value. Amortisation, in respect of the relevant
area of interest, is not charged until a mining operation has commenced.
All exploration and evaluation costs carried forward relate in large part to the Rhyolite Ridge Lithium–Boron Project in Nevada, USA.
Exploration and evaluation expenditure on all other tenements owned by the Company has been fully impaired where applicable.
4.6. Payables
Current
Trade creditors and other payables
Accrued expenses
Lease Liabilities
Total current payables
Non-current
Lease Liabilities
Total non-current payables
Total current and non-current payables
11,423
1,329
243
12,995
126
126
13,121
5,462
1,168
251
6,881
79
79
6,960
All financial liabilities are recognised initially at fair value net of directly attributable transaction costs.
After initial measurement, financial liabilities are subsequently measured at amortised cost. Current payables, other than lease
liabilities, due to their short-term nature are measured at amortised cost and are not discounted.
The current payables, other than lease liabilities, are unsecured and are non-interest bearing generally on 30-60 day terms. The carrying
amounts approximate fair value.
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 lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the
Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. 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, a change in the in-substance fixed lease payments or a
change in the assessment to purchase the underlying asset.
IONEER LTD 2022 ANNUAL REPORT 24
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79
4.7. Provisions
Employee entitlements
Current
Provision for employee benefits
Total provisions
30 June 2022
$’000
30 June 2021
$’000
721
721
375
375
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the
reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to
be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the
estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wages
increases and the probability that the employee may satisfy vesting requirements. Those cash flows are discounted using market
yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows.
Section 5. Capital structure
5.1.
Share capital
Ordinary shares
2,091,299,420 (2021: 1,896,676,204) ordinary shares, fully paid
30 June 2022
$’000
30 June 2022
$’000
337,494
230,730
Reconciliation of movement:
Balance at the beginning of the financial year
Ordinary shares
Ordinary shares non-cash
Exercise of unlisted options (1)
Performance rights vested (2)
Share issue costs
Balance at the end of the financial period
Year ended
30 June 2022
Number
Year ended
30 June 2021
Number
Year ended
30 June 2022
$’000
Year ended
30 June 2021
$’000
1,896,676,204
145,862,742
-
40,500,000
8,260,474
-
2,091,299,420
1,680,202,466
210,526,316
2,766,272
-
3,181,150
-
1,896,676,204
230,730
95,584
-
12,517
1,360
(2,697)
337,494
153,290
80,000
374
-
581
(3,515)
230,730
(1) Value of unlisted options exercised equals the sum of the exercise price received plus the fair value transferred from the equity compensation
reserve
(2) Ordinary shares issued to employees upon vesting of performance rights
Ordinary shares are classified as equity. There are no restrictions on voting rights. On a show of hands every member present or by
proxy shall have one vote and upon a poll each share shall have one vote. Where a member holds shares, which are not fully paid, the
number of votes to which that member is entitled on a poll in respect of those part paid shares shall be that fraction of one vote which
the amount paid up bears to the total issued price thereof. They have the right to receive dividends as declared and, in the event of
winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts
paid up on shares held.
Incremental costs directly attributable to the issue of new shares, options or rights are shown in equity as a deduction from the proceeds.
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder
value and ensure that the Group can fund its operations and continue as a going concern.
The Group is not subject to any externally imposed capital requirements.
During the year ended 30 June 2022 the Company issued:
•
•
•
145,862,742 shares as a consequence of a share placement in October 2021
8,260,474 shares as a consequence of Performance Rights vesting under the Equity Incentive Plan.
40,500,000 shares as a consequence of Options exercised under the Share Options Plan.
IONEER LTD 2022 ANNUAL REPORT 25
Annual Report 2022REMUNERATIONREPORTOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORYDIRECTORS’REPORTFINANCIAL STATEMENTS
80
Notes to and forming part of the financial statements
continued
During the year ended 30 June 2021 the Company issued:
•
•
•
•
210,526,316 shares as a consequence of a share placement in March 2021
2,766,272 shares as a consequence of 2017 make-up LTI grant issued to Bernard Rowe and approved at the 2020 AGM
2,694,725 shares as a consequence of Performance Rights vesting under the Equity Incentive Plan.
486,425 shares as a consequence of Performance Rights vesting under the Performance Rights Plan
Share schemes
The Company has two share schemes in operation:
The Share Option Plan; and
The Equity Incentive Plan.
•
•
Under these plans ordinary shares have been granted to senior executives, employees and a number of consultants. Further details
about the operation of these plans are set out in note 7.3, Shared-based payments. The Equity Incentive Plan is capable of issuing both
options and performance rights. The pre-existing Share Option Plan will be phased out as existing options are issued or expire. The
movement in options and performance rights issued under these plans is set out in the following tables.
Share options
Movement in options on issue for the year ended 30 June 2022
Grant
date
Vesting
date
Expiry
date
13-Apr-17
13-Apr-17
13-Apr-22
13-Apr-17
13-Apr-17
13-Apr-22
13-Apr-17
13-Apr-17
13-Apr-22
23-May-17
23-May-18
23-May-22
23-May-17
23-May-18
23-May-22
23-May-17
23-May-19
23-May-22
23-May-17
23-May-19
23-May-22
23-May-17
23-May-20
23-May-22
23-May-17
23-May-20
23-May-22
09-Nov-18
09-Nov-19
09-Nov-23
09-Nov-18
09-Nov-19
09-Nov-23
14-Nov-19
14-Nov-20
14-Nov-24
14-Nov-19
14-Nov-20
14-Nov-24
16-Nov-20
16-Nov-21
16-Nov-25
16-Nov-20
16-Nov-21
16-Nov-25
FV per
option at
grant
date
$
0.122
0.113
0.106
0.063
0.063
0.088
0.088
0.105
0.105
0.126
0.126
0.138
0.138
0.138
0.138
Exercise
price
$
Opening
balance
0.150
16,000,000
0.200
12,000,000
0.250
12,000,000
0.195
0.195
0.195
0.195
0.195
0.195
0.242
0.242
0.243
0.243
0.185
0.185
200,000
200,000
200,000
200,000
100,000
100,000
715,420
715,420
653,594
653,594
978,969
652,646
NED's(1)
NED's(1)
NED's(1)
NED's(1)
Ex-NED's (2)
NED's(1)
Ex-NED's (2)
NED's(1)
Ex-NED's (2)
NED's (1)
Ex-NED's (2)
NED's(1)
Ex-NED's (2)
NED's(1)(3)
Ex-NED's (2)
Movement for the year ended 30 June 2022
45,369,643
Movement in options on issue for the year ended 30 June 2021
Grant
date
Vesting
date
Expiry
date
13-Apr-17
13-Apr-17
13-Apr-22
13-Apr-17
13-Apr-17
13-Apr-22
13-Apr-17
13-Apr-17
13-Apr-22
23-May-17
23-May-18
23-May-22
23-May-17
23-May-18
23-May-22
23-May-17
23-May-19
23-May-22
23-May-17
23-May-19
23-May-22
23-May-17
23-May-20
23-May-22
23-May-17
23-May-20
23-May-22
09-Nov-18
09-Nov-19
09-Nov-23
09-Nov-18
09-Nov-19
09-Nov-23
14-Nov-19
14-Nov-20
14-Nov-24
14-Nov-19
14-Nov-20
14-Nov-24
16-Nov-20
16-Nov-21
16-Nov-25
NED's(1)
NED's(1)
NED's(1)
NED's(1)
Ex-NED's (2)
NED's(1)
Ex-NED's (2)
NED's(1)
Ex-NED's (2)
NED's (1)
Ex-NED's (2)
NED's(1)
Ex-NED's (2)
NED's(1)(3)
Ex-NED's (2)(3)
16-Nov-20
16-Nov-21
16-Nov-25
Movement for the year ended 30 June 2021
FV per
option at
grant
date
$
0.122
0.113
0.106
0.063
0.063
0.088
0.088
0.105
0.105
0.126
0.126
0.138
0.138
0.138
0.138
Exercise
price
$
0.150
0.200
Opening
balance
16,000,000
12,000,000
0.250
12,000,000
200,000
200,000
200,000
200,000
100,000
100,000
715,420
715,420
653,594
653,594
0.195
0.195
0.195
0.195
0.195
0.195
0.242
0.242
0.243
0.243
0.185
0.185
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Issued
Exercised
Expired
Closing
balance
-
-
-
-
-
-
-
-
-
(16,000,000)
(12,000,000)
(12,000,000)
(200,000)
-
-
-
-
-
(200,000)
(200,000)
-
-
(200,000)
(100,000)
-
(100,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
715,420
715,420
653,594
653,594
978,969
652,646
(40,500,000)
(500,000)
4,369,643
Issued
Exercised
Expired
Closing
balance
16,000,000
12,000,000
12,000,000
200,000
200,000
200,000
200,000
100,000
100,000
715,420
715,420
653,594
653,594
978,969
652,646
45,369,643
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
978,969
652,646
43,738,028
1,631,615
(1) NED’s refers to Non-executive directors.
(2)
(3) During the financial year ended 30 June 2021 each non-executive director was granted 326,323 options under the new Equity Incentive Plan in lieu
Ex-NED’s refers to former Non-executive directors.
of director fees. No options were granted in the financial year ended 30 June 2022.
IONEER LTD 2022 ANNUAL REPORT 26
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81
Performance rights
Movement in performance rights on issue for the year ended 30 June 2022
Grant
date
Vesting
date
Catch-up LTIs - KMP
06-Nov-20
01-Jul-21
2020 cash bonus conversion - KMP
2020 cash bonus conversion - staff
Catch-up LTIs - KMP
Retention on employment- staff
01-Jul-20
01-Jul-20
08-Aug-19
01-Jul-19
01-Jul-21
01-Jul-21
01-Jul-21
01-Jul-21
Retention on employment- staff
15-Jul-19
15-Jul-21
Retention on employment - KMP (1)
08-Aug-19
14-Nov-21
Retention on employment - KMP
08-Aug-19
14-Nov-21
Retention on employment- staff
06-May-19
06-May-22
2019 LTI - performance based - KMP
2019 LTI - time based - KMP
2019 LTI -performance based - KMP
LTI - KMP
Sign on Performance Rights - KMP
Retention on employment- staff
06-Nov-20
06-Nov-20
01-Jul-20
08-Aug-19
01-Jul-19
01-Jul-19
01-Jul-22
01-Jul-22
01-Jul-22
01-Jul-22
01-Jul-22
01-Jul-22
Retention on employment- staff
15-Jul-19
15-Jul-22
Retention on employment- KMP
01-Aug-19
01-Aug-22
Retention on employment- staff
14-Oct-19
14-Oct-22
Special award
Special award
30-Jun-20
30-Jun-23
30-Jun-20
30-Jun-23
2020 LTI - performance based - KMP
06-Nov-20
01-Jul-23
2020 LTI - time based - KMP
2020 LTI - performance based - staff
2020 LTI - time based - staff
2020 LTI - performance based - KMP
06-Nov-20
01-Jul-20
01-Jul-20
01-Jul-20
01-Jul-23
01-Jul-23
01-Jul-23
01-Jul-23
2020 LTI time based - KMP
01-Jul-20
01-Jul-23
Retention on employment- staff
30-Sep-20
30-Sep-23
Retention on employment- directors
01-Feb-21
01-Feb-24
2021 LTI - performance based - KMP
01-Jul-21
01-Jul-24
2021 LTI - time based - KMP
Retention on employment- staff
2021 LTI - performance based - staff
2021 LTI - time based - staff
2021 LTI - performance based - KMP
2021 LTI time based - KMP
01-Jul-21
01-Jul-21
26-Aug-21
26-Aug-21
05-Nov-21
05-Nov-21
01-Jul-24
01-Jul-24
01-Jul-24
01-Jul-24
01-Jul-24
01-Jul-24
2021 LTI time based - directors
05-Nov-21
05-Nov-22
Retention on employment- staff
16-Nov-21
16-Nov-24
2021 cash bonus conversion - KMP
2021 cash bonus conversion - staff
01-Jul-21
01-Jul-21
01-Jul-22
01-Jul-22
Opening
balance
Number
2,766,272
1,334,562
1,475,042
1,519,208
169,457
256,156
244,378
244,378
251,021
1,659,763
1,106,509
1,676,363
1,125,434
956,145
169,457
256,156
741,120
169,699
280,000
200,000
2,016,774
1,344,516
1,588,715
2,354,570
3,642,025
2,428,016
226,129
600,000
Market
Value per
right at
grant date
$
0.1950
0.1250
0.1250
0.1750
0.1350
0.1850
0.1750
0.1750
0.1900
0.1695
0.1950
0.1400
0.1750
0.1352
0.1352
0.1850
0.1862
0.1835
0.1300
0.1300
0.1665
0.1950
0.1370
0.1250
0.1370
0.1250
0.1200
0.3300
0.3710
0.3300
0.3300
0.4570
0.5100
0.7240
0.7900
0.7900
0.7050
0.3300
0.3300
Issued
Exercised
Forfeited
Number
Number
Number
Closing
balance
Number
(2,766,272)
(1,334,562)
(1,475,042)
(1,519,208)
(169,457)
(256,156)
(244,378)
(244,378)
(251,021)
-
-
-
-
-
-
-
-
-
1,659,763
1,106,509
1,676,363
1,125,434
956,145
169,457
256,156
741,120
-
280,000
200,000
2,016,774
1,344,516
(169,699)
(61,460)
1,527,255
(184,380)
2,170,190
(22,729)
(68,188)
3,642,025
2,428,016
226,129
600,000
1,458,852
972,569
679,146
605,125
1,028,040
1,567,975
1,045,316
250,598
115,000
909,173
469,740
1,458,852
972,569
679,146
627,854
1,096,228
1,567,975
1,045,316
250,598
115,000
909,173
469,740
Movement for the year ended 30 June 2022
30,801,865
9,192,451
(8,260,474)
(506,456)
31,227,386
IONEER LTD 2022 ANNUAL REPORT 27
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82
Notes to and forming part of the financial statements
continued
Movement in performance rights on issue for the year ended 30 June 2021
Market
Value per
right at
grant date
$
Opening
balance
Number
Grant
date
Vesting
date
Issued
Exercised
Forfeited
Number
Number
Number
Closing
balance
Number
Retention on employment - KMP (1)
08-Aug-19
14-Nov-19
0.1750
244,382
(244,382)
Retention on employment- staff
01-Jul-19
01-Jul-20
0.1350
169,457
(169,457)
STI - KMP
01-Jul-19
01-Jul-20
0.1352
1,284,953
(1,284,953)
Retention on employment- staff
15-Jul-19
15-Jul-20
0.1850
256,156
(256,156)
Retention on employment - KMP (1)
08-Aug-19
14-Nov-20
0.1750
244,378
(244,378)
(244,378)
(486,425)
(251,021)
Retention on employment - KMP
14-Nov-18
14-Nov-20
0.1750
244,378
Performance Rights - Class C - KMP
27-Nov-17
27-Nov-20
0.2250
486,425
Retention on employment- staff
06-May-19
06-May-21
Catch-up LTIs - KMP
06-Nov-20
01-Jul-21
2020 cash bonus conversion - KMP
01-Jul-20
01-Jul-21
2020 cash bonus conversion - staff
01-Jul-20
01-Jul-21
0.1900
0.1885
0.1242
0.1242
251,021
2,766,272
1,334,562
1,475,042
Catch-up LTIs - KMP
08-Aug-19
01-Jul-21
0.1750
1,519,208
Retention on employment- staff
01-Jul-19
01-Jul-21
0.1350
169,457
Retention on employment- staff
15-Jul-19
15-Jul-21
0.1850
256,156
Retention on employment - KMP (1)
08-Aug-19
14-Nov-21
0.1750
244,378
Retention on employment - KMP
08-Aug-19
14-Nov-21
0.1750
244,378
Retention on employment- staff
06-May-19
06-May-22
2019 LTI - performance based - KMP
06-Nov-20
01-Jul-22
2019 LTI - time based - KMP
2019 LTI -performance based - KMP
06-Nov-20
01-Jul-20
01-Jul-22
01-Jul-22
0.1900
0.1695
0.1950
0.1400
251,021
1,659,763
1,106,509
1,676,363
LTI - KMP
08-Aug-19
01-Jul-22
0.1750
1,125,434
Sign on Performance Rights - KMP
01-Jul-19
01-Jul-22
0.1352
956,145
Retention on employment- staff
01-Jul-19
01-Jul-22
0.1352
169,457
Retention on employment- staff
15-Jul-19
15-Jul-22
0.1850
256,156
Retention on employment- KMP
01-Aug-19
01-Aug-22
0.1862
741,120
Retention on employment- staff
14-Oct-19
14-Oct-22
0.1835
169,699
-
-
-
-
-
-
-
-
2,766,272
1,334,562
1,475,042
1,519,208
169,457
256,156
244,378
244,378
251,021
1,659,763
1,106,509
1,676,363
1,125,434
956,145
169,457
256,156
741,120
169,699
Retention on employment- staff
31-Mar-20
31-Mar-23
0.0850
555,435
(555,435)
-
Special award
Special award
30-Jun-20
30-Jun-23
0.1300
280,000
30-Jun-20
30-Jun-23
2020 LTI - performance based - KMP
06-Nov-20
01-Jul-23
2020 LTI - time based - KMP
2020 LTI - performance based - staff
2020 LTI - time based - staff
06-Nov-20
01-Jul-20
01-Jul-23
01-Jul-23
01-Jul-20
01-Jul-23
2020 LTI - performance based - KMP
01-Jul-20
01-Jul-23
2020 LTI time based - KMP
01-Jul-20
01-Jul-23
Retention on employment- staff
30-Sep-20
30-Sep-23
Retention on employment- directors
01-Feb-21
01-Feb-24
0.1300
0.1665
0.1950
0.1370
0.1250
0.1370
0.1250
0.1200
0.3300
200,000
2,016,774
1,344,516
1,588,715
2,354,570
3,642,025
2,428,016
226,129
600,000
280,000
200,000
2,016,774
1,344,516
1,588,715
2,354,570
3,642,025
2,428,016
226,129
600,000
Movement for the year ended 30 June 2021
9,586,056
24,952,394
(3,181,150)
(555,435)
30,801,865
(1) These retention on employment awards represent 50% increase in entitlement due to an administrative error.
For further details regarding the Equity Incentive Plan (2018) and the Option Plan refer to note 7.3.
IONEER LTD 2022 ANNUAL REPORT 28
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83
5.2. Reserves
Equity compensation reserve
Balance at the beginning of period
Share based payment expensed/capitalised
Fair value of unlisted options exercised
Fair value of performance rights vested
Balance at the end of the financial period
Foreign currency translation reserve
Balance at the beginning of period
Foreign currency translation differences for foreign operations
Balance at the end of the financial period
Total reserves
30 June 2022
$’000
30 June 2021
$’000
10,381
3,300
(4,616)
(1,360)
7,705
(6,649)
12,836
6,187
13,892
8,446
2,516
-
(581)
10,381
1,391
(8,040)
(6,649)
3,732
The equity compensation reserve is used to recognise the value of equity settled share-based payments provided to employees,
directors and consultants. The fair value of such compensation is measured using generally accepted valuation methodologies for
pricing financial instruments, and incorporates all factors and assumptions that knowledgeable, willing market participants would
consider in setting the price. The fair value of instruments granted is recognised as an expense or capitalised if appropriate over
the vesting period with a corresponding increase in equity.
The foreign currency translation reserve comprises all foreign exchange differences arising from the following:
•
•
The translation of the financial statements of foreign operations where the functional currency is different to the functional
currency of the parent entity; and
Exchange differences arise on the translation of monetary items which form part of the net investment in the foreign
operation.
Section 6. Financial instruments
6.1.
Classification and measurement
The carrying values of financial assets and liabilities of the Group approximate their fair value.
The Group measures and recognises in the statement of financial position on a recurring basis certain assets and liabilities at fair value
in accordance with IFRS 13 Fair value measurement. The fair value must be estimated for recognition and measurement or for
disclosure purposes in accordance with the following hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices); and
Level 3: Inputs for the asset or liabilities which are not based on observable market data (unobservable inputs).
The Group has no financial assets where the carrying amount exceeds net fair values at balance date. The Group’s receivables at
balance date are detailed in Section 4.2 of this report.
6.2.
Financial risk management
Framework
The Group is involved in activities that expose it to a variety of financial risks including:
a) Credit risk
b)
c)
d) Market risk related to commodity pricing, interest rates and currency fluctuations.
Liquidity risk
Capital management risk
The Board of Directors has overall responsibility for the establishment and oversight of the financial risk management framework of
the Group. Management is responsible for monitoring the financial risks.
IONEER LTD 2022 ANNUAL REPORT 29
Annual Report 2022REMUNERATIONREPORTOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORYDIRECTORS’REPORTFINANCIAL STATEMENTS
84
Notes to and forming part of the financial statements
continued
The objective of the financial risk management strategy is to minimise the impact of volatility in financial markets on the financial
performance, cash flows and shareholder returns. This requires the identification and analysis of relevant financial risks and possible
impact on the achievement of the Group’s objectives.
The Group does not undertake any hedging activities.
a) Credit risk
Credit risk is the risk of sustaining a financial loss as a result of the default by a counterparty to make full and timely payments on
transactions which have been executed, after allowing for set-offs which are legally enforceable.
Credit risk arises from investments in cash and cash equivalents with banks and credit exposure to customers and/or suppliers.
Receivables and cash and cash equivalents represent the Group’s maximum exposure to credit risk.
There are no trade receivables past due or impaired at the end of the reporting period (2021: Nil).
b)
Liquidity risk
Liquidity risk is the risk that the Group will not have sufficient liquidity to meet its financial obligations as they fall due.
The Group manages liquidity risk by continually monitoring forecast and actual cash flows and matching maturity profiles of financial
assets and liabilities. Short and long-term cash flow projections are prepared periodically and submitted to the Board.
Contractual cash flows
Consolidated - 2022
Payables
Lease Liabilities
Total
Consolidated - 2021
Payables
Lease Liabilities
Total
c)
Capital management risk
Note
4.6
4.6
4.6
4.6
Less than 1
year
$’000
1-2 years
$’000
2-5 years
$’000
More than 5
years
$’000
12,752
243
12,995
6,630
251
6,881
-
126
126
-
79
79
-
-
-
-
-
-
-
-
-
-
-
-
Total
$’000
12,752
369
13,121
6,630
330
6,960
The overriding objective of the Group’s capital management strategy is to increase shareholder returns whilst maintaining the
flexibility to pursue the strategic initiatives within a prudent capital structure.
The primary objective of the capital management policy is to ensure the Group maintains a strong credit profile and appropriate capital
ratios to support the development of the Company’s assets.
The Company manages its capital structure and makes adjustments to it in light of economic conditions. During the financial year the
Company undertook a capital raise through the issue of new shares. The Board believes that this capital raise secures the Company’s
financial position until the ‘decision to mine’ stage of the Rhyolite Ridge Lithium-Boron Project.
d) Market risk
The method and assumptions remain consistent with prior periods.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from foreign currency exposures, primarily with
respect to United States dollars.
IONEER LTD 2022 ANNUAL REPORT 30
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85
The Company operates bank accounts in US Dollars. Over 46% of the Company’s cash reserves are held in US Dollars.
Exchange rates applied during the year:
AUD / USD
Financial instruments denominated in United States dollars
Financial assets
Cash
Trade and other receivables
Financial liabilities
Trade and other payables
Lease liabilities
Average rate for the
year ended 30 June
2022
Spot rate at the end of
the reporting period
2022
0.7238
2022
A$’000
63,334
29
12,163
270
0.6896
2021
A$’000
61,992
32
5,954
118
An increase in the AUD:USD foreign exchange rate of 10% would result in a:
•
•
•
$5,750,000 increase in current year loss (30 June 2021: $5,636,000) and decrease US dollar currency bank balances.
$3,000 decrease in US dollar receivables (30 June 2021: $3,000) with nil impact on current year loss because the impact is
taken to foreign currency translation reserve
$1,106,000 decrease in payables (30 June 2021: $538,000)
A decrease in the AUD:USD foreign exchange rate of 10% would result in:
•
•
•
a $7,028,000 decrease in current year loss (30 June 2021: $6,888,000) and increase US dollar currency bank balances.
a $3,000 increase in US dollar receivables (30 June 2021: $4,000) with nil impact on current year loss because the impact is
taken to foreign currency translation reserve.
a $1,351,000 increase in payables (30 June 2021: $657,000) with nil impact on current year loss because the difference is
taken to foreign currency translation reserve.
Interest rate risk
The Company’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of
reasonable possible changes in the market interest rates arise in relation to the Company’s bank balances.
The Company does not engage in any hedging or derivative transactions to manage interest rate risk.
An increase of interest rates of 1% will result in a $1,291,000 (30 June 2021 $451,000) decrease in the current year loss and an
increase in interest income related to cash deposits. A decrease of interest rates of 1% will result in a $1,291,000 (30 June 2021
$451,000) increase in current year loss and decrease in interest income related to cash deposits.
Commodity price risk
The Company is exposed to future commodity price risk. This risk arises from its activities directed at exploration and development
of mineral commodities. If commodity prices fall, the market for companies exploring for these commodities is affected. The
Company does not hedge its exposures.
IONEER LTD 2022 ANNUAL REPORT 31
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86
Notes to and forming part of the financial statements
continued
Section 7. Employee benefits and KMP disclosures
7.1. Employee benefits expensed
Non-Executive Director fees
Executive Director fees
Employee benefits expense
Share-based payments
Total employee benefit expense
30 June 2022
$’000
565
732
3,298
2,063
6,658
30 June 2021
$’000
489
402
2,974
2,034
5,899
7.2. Key management personnel disclosure
Key management personnel (KMP) remuneration comprised the following:
Salary & Short-term incentive
Post-employment benefits
Share-based payments
Total payments to KMP
4,221
115
2,349
6,685
3,545
111
2,397
6,053
Transactions with directors and KMP
With the exception of the disclosures within this note, no director or executive has entered into any material contracts with the
Group since the end of the previous financial year and there were no material contracts involving director or executive interests
existing at year end.
The Company has entered into indemnity deeds to indemnify executives and directors of the Company against certain liabilities
incurred in the course of performing their duties.
7.3.
Share-based payments
Share-based compensation is provided to employees via rights or options to acquire shares in the Company. As described in note
5.1 Share capital, the Company has two share schemes in operation. Under these plans, options or performance rights which may
be converted into ordinary shares have been granted to non-executive directors, senior executives, employees and a number of
consultants.
The cost of these equity-settled transactions is determined by reference to the fair value at the date at which they are granted. The fair
value of the options granted is determined using the Black & Scholes option pricing model. The fair value of the performance rights
granted with time based hurdles is determined by using the 10 day VWAP of the Company’s fully paid share capital, up to and including
the date the performance rights are granted, and for the performance based performance rights the fair value is determined by using a
Monte Carlo model for the valuation of the performance rights subject to the relative performance hurdle and for those rights subject
to the business objectives, the valuation is equal to the value of the share price at grant date, multiplied by the number of shares
anticipated to vest.
The cumulative expense recognised for equity-settled transactions at each reporting date reflects:
i.
ii.
the extent to which the vesting period has expired, and
the number of awards that, in the opinion of the directors of the Company, will ultimately vest.
This opinion is formed based on the best available information at balance date. Where an equity-settled award is cancelled, the
estimate is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised
immediately.
Each plan is described in more detail below.
Equity Incentive Plan – established at the 2018 AGM
A new Equity Incentive Plan was established following the AGM held on 31 October 2018. The purpose of the new Equity Incentive
Plan (“the Plan”) is to provide eligible persons the opportunity to participate in the growth and profits of the Company and to attract,
motivate and retain their services to promote the Company’s long-term success.
Under the terms of the Plan, the Board may at its discretion invite eligible persons to participate in a grant of awards. An award may
be either an option or performance right, to acquire a share in the capital of the Company in accordance with the Plan rules.
IONEER LTD 2022 ANNUAL REPORT 32
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87
Options and rights issued under the terms and condition of the new ioneer Equity Incentive Plan are as follows:
Type
Options
Non-Executive
Directors
Key terms
Expiry Date
The options were issued at an exercise price equal to the VWAP for
the Company’s shares over the 10 trading days immediately before
the date of the AGM. The options vest after 12 months and expire
60 months from the date of issue.
Tranche 1: 9 Nov 23
Tranche 2: 14 Nov 24
Performance rights – time-based
Retention on
Employment
• Agreements with early recruits included vesting in equal
N/A
instalments after 12, 24 and 36 months. However, since mid-
2019 a standard approach of vesting after 3 years has been
implemented.
• Conditional on the achievement of continuing employment
Deferred STI
• 12 month vesting period from 1 July the year following the
relevant STI period
• Conditional on the achievement of continuing employment
Make-up LTI grants
for 2017 & 2018
• 36 month vesting period from 1 July 2017 & 1 July 2018
respectively
• Conditional on the achievement of continuing employment
LTI grants
• 36 month vesting period from 1 July of relevant period
• Conditional on the achievement of continuing employment
Performance rights – performance-based
LTI grants
• 36 month vesting period from 1 July of relevant period
• The Board will employ discretion in assessing Project results
and determining vesting of performance units; below, at or
above targets:
N/A
N/A
N/A
N/A
o HSE: Top quartile HSE & Community performance (North
American Mining Projects)
Construction: Construction schedule on pace for start-up
as stated at FID
o Ops Readiness: Operational readiness (hiring, policies,
systems etc) on track
Cost Control: Project spend within margin established at
FID
Share price: INR share price compared to comparator
group
o
o
o
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88
Notes to and forming part of the financial statements
continued
Expiry Date
N/A
Type
Key terms
Performance rights – performance-based (continued)
LTI grants
(continued)
• Unlike producing organizations with established operations
that typically aim to deliver performance conditions tied to
anticipated revenues, production levels and growth objectives,
ioneer has a single pre-production project with less certainty or
control over key deliverables. Providing the Board with the
discretion to assess the extent of delivery, the
importance/value of the various targets delivered (or not)
allows the ability to balance shareholder expectations and KMP
reward, motivation and retention.
• The Board will employ discretion in assessing Project results
and determining the vesting of performance units; below, at or
above targets (up to 200%)
Key features include:
•
•
•
The Board may at its discretion make invitations to or grant awards to eligible persons.
Award means an option or a performance right to acquire a Share in the capital of the Company.
Eligible Persons include executive directors or executive officers of the Group, employees, contractors or consultants of the
group or any other person.
A participant may not sell or assign awards.
•
• Within 30 days after the vesting date in respect of a vested performance right, the Company must either allocate shares or
procure payment to the participant of a cash amount equal to the market price of the shares which would have otherwise
been allocated.
At any time during the exercise period a participant may exercise any or all their vested options by paying the exercise
price.
•
Whilst there are a number of options and performance rights remaining on issue under the terms and conditions of previous
schemes, no further options or rights will be issued under these pre-existing schemes which are described below.
Share Option Plan
The Group established a Share Option Plan in 2010 (and reconfirmed it at the 2016 AGM) to assist in the attraction, retention and
motivation of KMP and in the retention of key consultants. Key features include:
•
•
•
•
•
•
•
Full or part time employees or consultants of the Group are eligible to participate.
Options issued pursuant to the plan will be issued free of charge.
Options are time based and there are no performance conditions.
Options cannot be transferred and are not quoted on the ASX.
Options expire if not exercised 90 days after a participant resigns from the Company.
The exercise price of the options, at grant date, shall be as the directors in their absolute discretion determine, provided the
exercise price shall not be less than the weighted average of the last sale price of the Company’s shares on ASX at the close
of business on each of the 5 business days immediately preceding the date on which the directors resolve to grant the
options.
The directors may limit the total number of options which may be exercised under the plan in any year.
A summary of options and performance rights on issue is set out in note 5.1.
IONEER LTD 2022 ANNUAL REPORT 34
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89
Section 8. Group structure
8.1 Parent entity disclosures
Result for the parent entity
Profit/(Loss) for the period
Total comprehensive loss for the period
Financial position of the parent entity
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Contributed equity
Reserves
Accumulated losses
Total equity
30 June 2022
$’000
30 June 2021
$’000
1,701
1,701
319,984
89
320,073
1,423
-
1,423
318,650
337,494
7,705
(26,549)
318,650
(4,033)
(4,033)
213,831
293
214,124
1,184
79
1,263
212,861
230,730
10,381
(28,250)
212,861
Parent entity contingencies and disclosures
Commitments of the Company as at reporting date are disclosed in note 9.1 to the financial statements.
Parent entity guarantees in respect of debts of its subsidiaries
No guarantees have been entered into by the Company in relation to the debts of its subsidiaries.
8.2
Controlled entities
Controlled entities of ioneer Ltd
ioneer USA Corporation
ioneer Minerals Corporation
ioneer Holdings USA Inc.
ioneer Holdings Nevada Inc.
Gerlach Gold LLC
Paradigm AZ LLC
ioneer Rhyolite Ridge Holdings LLC
ioneer Rhyolite Ridge Midco LLC
ioneer Rhyolite Ridge LLC
ioneer SLP LLC
ioneer Canada ULC
Country of
incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
Canada
2022
ownership
interest
100
100
100
100
100
100
100
100
100
100
100
2021
ownership
interest
100
100
100
100
100
100
-
-
-
-
100
IONEER LTD 2022 ANNUAL REPORT 35
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90
Notes to and forming part of the financial statements
continued
Section 9. Other disclosures
9.1 Capital and other commitments
Payable within one year
Water rights
Non-cancellable lease commitments
Exploration and evaluation expenditure commitments
Sub total
Payable after one year but not later than five years
Water rights
Non-cancellable lease commitments
Exploration and evaluation expenditure commitments
Sub total
Payable later than five years
Water rights
Non-cancellable operating lease rental commitments
Exploration and evaluation expenditure commitments
Sub total
Total commitments
Water rights
30 June 2022
$’000
30 June 2021
$’000
302
52
245
599
496
42
491
1,029
-
-
-
-
274
161
176
612
553
230
353
1,136
-
-
-
-
1,628
1,748
The Company has secured water rights via exclusive options to enter into long-term leases. In addition, there is an option to
purchase these water rights and associated land at any time at the Company’s sole election. This is a discretionary purchase and is
excluded from the commitments disclosed above.
Non-cancellable lease commitments
Included within non-cancellable lease commitments is the lease of a neighbouring property to the Rhyolite Ridge Lithium-Boron
Project. The Company has entered an option agreement to purchase this property. The cost of this discretionary purchase is
excluded from the commitments disclosed above.
Exploration licence expenditure requirements
In order to maintain the Company’s tenements in good standing with the various mines departments and comply with the underlying
option agreements, the Company will be required to pay annual claim maintenance fees. It is likely that the granting of new licenses
and changes in license areas at renewal or expiry will change the expenditure commitment to the Company from time to time.
IONEER LTD 2022 ANNUAL REPORT 36
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91
9.2
Contingent assets/liabilities
Settlement of Rhyolite Ridge
The Company entered an option agreement to purchase Rhyolite Ridge from Boundary Peak Minerals LLC on 3 June 2016. The
Company has made 4 progress payments to Boundary Peak under the agreement. A final payment will fall due following Board making
a ‘decision to mine’ the Rhyolite Ridge property. Once this decision is made, the Company is required under the terms of the contract
to either:
•
•
Pay Boundary Peak LLC US$3 million, or
Issue shares (or a mix of both shares and cash) to Boundary Peak LLC, to the equivalent of US$3 million at a fixed exchange
rate of USD $0.75 = AUD$1.00.
At the date of this report the decision to mine has not yet been made by the Company.
There are no other known contingent liabilities as at 30 June 2022.
9.3
Auditors’ remuneration
Audit services
Ernst & Young
Audit and review of financial statements
Other Assurance services
Non-audit services
Total Audit services
9.4
Related Party disclosures
Non-key management personnel disclosures
30 June 2022
$
30 June 2021
$
161,600
189,280
6,950
357,830
60,500
-
-
60,500
The Group has a related party relationship with its controlled entities, refer to note 8.2. The Company and its controlled entities
engage in a variety of related party transactions in the ordinary course of business. These transactions are conducted on normal terms
and conditions.
Key management personnel disclosures
For all related party transactions with key management personnel, refer to note 7.2, Key management personnel disclosures.
9.5
Events after reporting date
In the period since 30 June 2022 and up to the date of this report, Julian Babarczy resigned as a Non-Executive Director and Stephen
Gardiner was appointed. In addition, the Company announced binding lithium offtake agreements with Ford Motor Company and
Prime Planet Energy & Solutions, a joint venture battery company between Toyota Motor Corporation and Panasonic Corporation.
There has not been any other item, transaction or event of a material and unusual nature likely in the opinion of directors, to
substantially affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent
financial years.
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92
Directors’ Declaration
Directors’ declaration
In accordance with a resolution of the Directors of ioneer Ltd, I state that:
(1)
In the opinion of the Directors:
(a)
The financial statements and notes of the Consolidated Entity 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 30 June 2022 and of its
performance for the year ended on that date; and
complying with Accounting Standards and the Corporations Regulations 2001; and
(ii)
there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as and when they
become due and payable.
(b)
(2)
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with
section 295A of the Corporations Act 2001 for the financial year ended 30 June 2022.
On behalf of the Board
James D Calaway
Executive Chairman
Sydney, 21 September 2022
IONEER LTD 2022 ANNUAL REPORT 38
ioneer
Independent Auditor’s Report
93
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent auditor’s report to the members of ioneer Ltd
Report on the audit of the financial report
Opinion
We have audited the financial report of ioneer Ltd (the Company) and its subsidiaries (collectively the
Group), which comprises the consolidated statement of financial position as at 30 June 2022, the
consolidated statement of profit and loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, notes to the
financial statements, including a summary of significant accounting policies, and the directors’
declaration.
In our opinion, the accompanying financial report of the Company is in accordance with the
Corporations Act 2001, including:
a. Giving a true and fair view of the Company’s financial position as at 30 June 2022 and of its
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 Company 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.
A member firm of Ernst & Young Global Limited
REMUNERATIONREPORTOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORYAnnual Report 2022DIRECTORS’REPORTFINANCIAL STATEMENTS
94
Independent Auditor’s Report
continued
Page 2
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to 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 matters below, provide the basis for our audit opinion on the
accompanying financial report.
Carrying value of capitalised exploration and evaluation expenditure
Why significant
At 30 June 2022 the Group recorded
capitalised exploration and evaluation
(E&E) assets of $171.8 million. The
carrying value of this asset is assessed for
impairment when facts and circumstances
indicate that it may exceed its recoverable
amount.
The determination as to whether there
are any indicators that require the
Group’s E&E assets to be assessed for
impairment involves judgment, including:
► Whether the Group’s exploration
licenses are current;
► The Group’s ability and intention to
continue to evaluate and develop the
Rhyolite Ridge project; and
► Whether the results of the Group’s
exploration and evaluation work to
date are sufficiently progressed for a
decision to be made as to the
commercial viability or otherwise of
the project.
Given the value of the asset and the judgmental
nature of impairment indicator assessments
associated with E&E assets, we considered this
to be a key audit matter.
A member firm of Ernst & Young Global Limited
How our audit addressed the key audit
matter
Our audit procedures included the following:
► Considered the Group’s right to explore in the
relevant exploration area which included
obtaining and assessing relevant
documentation such as license agreements;
► Considered the Group’s ability and intention
to carry out significant exploration and
evaluation activity in the relevant exploration
area which included assessment of the
Group’s cash-flow forecast models and
discussions with senior management and
Directors as to the intentions and strategy of
the Group;
► Assessed whether any evidence existed that
would indicate that the carrying value of
capitalised exploration and evaluation
expenditure is unlikely to be recovered
through development or sale and
understanding whether any contradictory
events or conditions had arisen since its
release;
► Considered the adequacy of disclosures
included within the notes of the financial
report including those made with respect to
judgments and estimates.
ioneer
95
Page 3
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2022 annual report, 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 that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Company’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 Company 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.
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 Company’s internal control.
A member firm of Ernst & Young Global Limited
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96
Independent Auditor’s Report
continued
Page 4
► 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 Company’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 Company to cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the business
activities within the entity to express an opinion on the financial report. We are responsible for
the direction, supervision and performance of the 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.
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 within the directors’ report for the year ended 30
June 2022.
In our opinion, the Remuneration Report of ioneer Ltd for the year ended 30 June 2022, complies
with section 300A of the Corporations Act 2001.
A member firm of Ernst & Young Global Limited
ioneer
97
Page 5
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
Scott Nichols
Partner
Sydney
21 September 2022
A member firm of Ernst & Young Global Limited
Annual Report 2022REMUNERATIONREPORTOTHERINFORMATIONSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORYDIRECTORS’REPORTFINANCIAL STATEMENTS
98
Other Information
Other information
Mineral Resources and Ore Reserves
Summarised below are the current Mineral Resources and Ore Reserves for the South Basin at ioneer’s 100%-owned Rhyolite Ridge
Lithium-Boron Project in Nevada, USA.
Following completion of the DFS program, ioneer released the lithium-boron (searlesite) Mineral Resource & Ore Reserve Estimates
tabulated below.
Summary of 2022 Mineral Resource & Ore Reserve Estimates Rhyolite Ridge Lithium-Boron Project
Metric
Tonnes
Li
Grade
B
Grade
Equivalent Grade
Equivalent
Contained
Tonnes
(Mt)
(ppm)
(ppm)
Li2CO3
%
H2BO3
%
Li2CO3
kt
H2BO3
kt
39.0
88.0
127.0
19.5
146.5
29.0
31.5
60.0
1,700
1,550
1,600
1,600
1,600
1,900
1,700
1,800
14,550
14,150
14,270
13,800
14,200
16,250
14,650
15,400
0.9
0.8
0.8
0.9
0.9
1.0
0.9
1.0
8.3
8.1
8.2
7.9
8.1
9.3
8.4
8.8
360
730
3,240
7,110
1,090
10,350
170
1,530
1,250
11,890
290
280
580
2,700
2,620
5,310
Mineral Resource
Measured Resource
Indicated Resource
Measured and Indicated Resource
Inferred Resource
Total Mineral Resource
Ore Reserve
Proved Reserve
Probable Reserve
Total Proved and Probable Ore Reserve
Note: Totals may not add due to rounding. Mineral Resources reported on a dry in-situ basis.
Golder Associates Inc. (‘Golder’) estimated the Ore Reserve and Mineral Resource and provided the mining study for the Rhyolite Ridge
Definitive Feasibility Study (‘DFS’).
The 2020 Mineral Resource is similar to the 2019 Mineral Resource and is now estimated to contain:
•
•
146.5mt at 1,600ppm lithium (equivalent to 0.9% lithium carbonate) and 14,200ppm boron (equivalent to 8.1% boric acid)
1.2mt of equivalent lithium carbonate and 11.9mt of equivalent boric acid.
Lithium grades are highest in the southwest portion of the South Basin, where the planned Stage 1 quarry of the DFS is located. The
Stage 1 quarry will source ore exclusively from the Proved Ore Reserve detailed below.
The Ore Reserve is now estimated to contain:
•
•
60.0mt at 1,800ppm lithium (equivalent to 1.0% lithium carbonate) and 15,400ppm boron (equivalent to 8.8% boric acid)
Containing 0.6mt of equivalent lithium carbonate and 5.3mt of equivalent boric acid.
Approximately half of the Ore Reserve is now classified as Proved, the highest confidence category, with lithium and boron grades in
the Proved Reserve being higher than those in the Probable Reserve.
The 60mt Ore Reserve provides the foundation for a very long mine life at the Rhyolite Ridge Project, with clear potential for expansion
and extension further underpinned by the 146mt Mineral Resource.
Importantly, the planned Stage 1 quarry is exclusively Proved Reserves with higher than average lithium grades which will provide
higher cash flow in the early years of the Project.
The lithium-boron mineralisation remains open, particularly to the south where it continues to shallow and is generally higher in grade,
and we expect further increases to Resources and Reserves with additional drilling.
IONEER LTD 2022 ANNUAL REPORT 44
ioneer
Glossary and Abbreviations
Glossary and Abbreviations
99
B
Boron
Carbonate minerals
Calcite and dolomite
DFS
H2BO3
GSC
INR
Definitive Feasibility Study
Boric acid
Global Geoscience Limited
ioneer Ltd
K-feldspar
Potassium feldspar
km
kt
K2SO4
Li
Li2CO3
LCE
mt
Mt
PFS
ppm
Kilometre
Kilotonne
Potassium sulphate
Lithium
Lithium carbonate
Lithium carbonate equivalent
Million tonnes
Metric tonnes
Pre-Feasibility Study
Parts per million
Searlesite
Sepiolite
Sodium borosilicate mineral
Magnesium silicate
IONEER LTD 2022 ANNUAL REPORT 45
REMUNERATIONREPORTSHAREHOLDER ANDASX INFORMATIONCORPORATEDIRECTORYAnnual Report 2022OTHERINFORMATIONDIRECTORS’REPORTFINANCIAL STATEMENTS
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Schedule of tenements
Schedule of Tenements
As at 30 June 2022
As at 30 June 2022
Project
Country
Tenement ID
Tenement Name
Area
(km2)
Interest at 30
June 2022
Interest at end of
quarter
Note
Rhyolite Ridge
Rhyolite Ridge
Rhyolite Ridge
Rhyolite Ridge
USA
USA
USA
USA
NMC1118666
NLB claims (160)
13.00
NMC1117360
SLB claims (199)
16.50
NMC1171536
SLM claims (122)
NMC1179516
RR claims (65)
Rhyolite Ridge (1)
USA
NMC1129523
BH claims (81)
Rhyolite Ridge
Rhyolite Ridge
SM
GD
CLD
USA
USA
USA
USA
USA
105272779
RMS claims (23)
105272053
PR claims (11)
NMC1166813
SM claims (96)
NMC1166909
GD claims (13)
NMC1167799
CLD claims (65)
(1)
There is an option to purchase 100%
9.70
5.40
7.00
0.50
0.92
7.70
1.10
5.20
100%
100%
100%
100%
100%
100%
100%
100%
No change
No change
No change
No change
0%
0%
No change
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
New claims
New claims
No change
No change
No change
IONEER LTD 2022 ANNUAL REPORT 46
ioneer
Shareholder and ASX Information
Shareholder and ASX information
101
Information relating to shareholders at 19 September 2022 (per ASX Listing Rule 4.10)
Issued capital
The Company has 2,098,134,076 fully paid shares on issue.
Options on issue including holders of more than 20%
The Company has on issue 4,369,643 options and 29,608,812 performance rights.
There are no listed options or performance rights.
ASX listing
Listed on the Australian Securities Exchange
19 December 2007
ASX Code: INR (previously GSC)
ABN: 76 098 564 606
Nasdaq listing
Listed on the Nasdaq Securities Exchange, under a level two American Depositary Receipt
30 June 2022
Nasdaq Code: IONR
Voting rights
There are no restrictions on voting rights. On a show of hands every member present or by proxy shall have one vote and upon a
poll each share shall have one vote. Where a member holds shares, which are not fully paid, the number of votes to which that
member is entitled on a poll in respect of those part paid shares shall be that fraction of one vote which the amount paid up bears
to the total issued price thereof. Option and performance right holders have no voting rights until the options are exercised or
performance rights vest.
IONEER LTD 2022 ANNUAL REPORT 47
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Shareholder and ASX Information
continued
Shareholder and ASX information
Top 20 shareholders as at 19 September 2022
Name
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
SIBANYE BATTERY METALS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BNP PARIBAS NOMS PTY LTD
LITHIUM INVESTORS AMERICAS LLC
MOPTI PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
HOLDREY PTY LTD
DECK CHAIR HOLDINGS PTY LTD
VISTA GROVE INVESTMENTS PTY LTD
FNL INVESTMENTS PTY LTD
QUALITY LIFE PTY LTD
KOLLEY PTY LTD
QUALITY LIFE PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
NATIONAL NOMINEES LIMITED
BOMAN ASSET PTY LTD
FNL INVESTMENTS PTY LTD
Total Securities of Top 20 holdings
Distribution of shareholders
1 - 1000
1,001 - 5,000
5,001 - 10,000
10,000 - 100,000
100,001 - over
Unmarketable parcels
Minimum $500 parcel at $0.62 per unit
Shares
%
404,405,319
19.275%
311,440,825
14.844%
145,862,742
126,607,176
81,274,492
56,268,106
36,690,902
30,432,328
27,400,000
25,000,000
21,000,000
20,000,000
19,024,590
19,000,000
15,000,000
14,309,676
13,703,491
13,419,551
12,678,356
12,000,000
6.952%
6.034%
3.874%
2.682%
1.749%
1.450%
1.306%
1.192%
1.001%
0.953%
0.907%
0.906%
0.715%
0.682%
0.653%
0.640%
0.604%
0.572%
1,405,517,554
66.989%
Holders
Total Units
925
654,614
3,486
9,657,117
1,869
15,132,582
4,338
158,315,122
979
1,914,374,641
11,597
2,098,134,076
Minimum parcel size
Holders
806
166
IONEER LTD 2022 ANNUAL REPORT 48
ioneer
103
Shareholder and ASX information
Substantial shareholders
The following are substantial shareholders registered as at 19 September 2022.
Name
Centaurus Capital LP
Sibanye Battery Metals Pty. Ltd.
Shares
%
213,611,108
10.214%
145,862,742
6.952%
On-market buy-back
There is no current on-market buy-back.
Competent Persons Statement
In respect of Mineral Resources and Ore Reserves referred to in this presentation and previously reported by the Company in
accordance with JORC Code 2012, the Company confirms that it is not aware of any new information or data that materially affects
the information included in the public report titled “Rhyolite Ridge Ore Reserve Increased 280% to 60 million tonnes” dated 30
April 2020 and released on ASX. Further information regarding the Mineral Resource estimate can be found in that report. All
material assumptions and technical parameters underpinning the estimates in the report continue to apply and have not materially
changed.
In respect of production targets referred to in this presentation, the Company confirms that it is not aware of any new information
or data that materially affects the information included in the public report titled “ioneer Delivers Definitive Feasibility that
Confirms Rhyolite Ridge as a World-Class Lithium and Boron Project” dated 30 April 2020. Further information regarding the
production estimates can be found in that report. All material assumptions and technical parameters underpinning the estimates
in the report continue to apply and have not materially changed.
IONEER LTD 2022 ANNUAL REPORT 49
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104
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ioneer Reno Office
9460 Double R. Blvd,
Suite 200
Reno Nevada 89521
United States of America
Telephone: +1 775 382 4800
Directors:
James D. Calaway
Executive Chairman
Bernard Rowe
Managing Director
Stephen Gardiner
Non-Executive Director
Alan Davies
Non-Executive Director
Rose McKinney-James
Non-Executive Director
Margaret R. Walker
Non-Executive Director
Company Secretary:
Ian Bucknell
Auditor:
Offices:
Share Registrar
Ernst & Young
200 George Street
Sydney NSW 2000
Sydney (Registered and Principal Office)
Suite 503, 140 Arthur Street
North Sydney NSW 2060
Australia
Telephone: +61 (2) 9922-5800
Facsimile: +61 (2) 9922 4004
Website: www.ioneer.com
info@ioneer.com
e-mail:
Boardroom Pty Limited
Grosvenor Place
Level 12, 225 George Street
Sydney NSW 2000
Telephone: 1300 737 760
US Registry
US Depositary Bank
BNY Mellon
www.adrbnymellon.com
www.adrbnymellon.com/resources/dr-basics
Website
ASX Ticker
www.ioneer.com
ASX : INR
Nasdaq Ticker
Nasdaq : IONR
Scan for the Ioneer website
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