FY 2022
ANNUAL REPORT
LINDIAN RESOURCES LTD
ANNUAL REPORT
For the year ended 30 June 2022
Contents
Contents ................................................................................................................................................................................................................................. 1
Corporate Directory ....................................................................................................................................................................................................... 2
Chairman’s Report ........................................................................................................................................................................................................3
Directors’ Report ............................................................................................................................................................................................................. 5
Remuneration Report (Audited) ........................................................................................................................................................................ 7
Consolidated Statement of Profit or Loss and Other Comprehensive Income ...................................................... 23
Consolidated Statement of Financial Position................................................................................................................................. 24
Consolidated Statement of Cash Flows .................................................................................................................................................. 25
Consolidated Statement of Changes in Equity ................................................................................................................................ 26
Notes to the Financial Statements ............................................................................................................................................................. 28
Directors’ Declaration ............................................................................................................................................................................................. 56
Auditor’s Independence Declaration .......................................................................................................................................................... 57
Auditor’s Report ........................................................................................................................................................................................................... 58
Additional ASX Information .............................................................................................................................................................................. 62
1
LINDIAN RESOURCES LTD
ANNUAL REPORT
For the year ended 30 June 2022
Corporate Directory
Directors
Asimwe Kabunga (Executive Chairman)
Giacomo Fazio (Non-Executive Director)
Yves Occello (Non-Executive Director)
Company Secretary
Susan Park
Registered Office
Level 24
108 St Georges Terrace
Perth WA 6000
Telephone: + 61 8 6557 8838
Website: www.lindianresources.com.au
ABN 53 090 772 222
Share Registry
Automic Registry Services
Level 5
191 St Georges Terrance
Perth WA 6000
Telephone: + 61 8 9324 2099
Facsimile: + 61 8 9321 2337
Auditors
HLB Mann Judd
Level 4
130 Stirling Street
Perth WA 6000
Securities Exchange
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
ASX Code: LIN
2
LINDIAN RESOURCES LTD
CHAIRMAN’S REPORT
For the year ended 30 June 2022
Chairman’s Report
I’m pleased to present the 2022 Annual Report for Lindian Resources, following a transformational
year for the Company in pursuit of its strategy to build a multi-asset portfolio of world-class
resources projects. Along with the ongoing development of its leading bauxite project in Guinea,
FY22 was also highlighted by a legal settlement with respect to Lindian’s proposed acquisition of
the Kangankunde project – a globally significant rare earths deposit in Malawi.
The settlement facilitated the staged 100% acquisition of Kangankunde, the first tranche payment
for which was completed post year-end and adds to an exciting outlook for the Company and its
investors heading into FY23.
The Kangankunde acquisition marked the end of a multi-year period of negotiations, which
ultimately saw Lindian acquire the asset on favourable terms with a unique opportunity to develop
the project to its full potential.
The Company’s development plans were assisted by two successful share placements during the
year, with a $1m raise (priced at 3c per share) in November 2021 and a $2m raise (priced at 10c) in
May 2022. Post-balance date, Lindian completed an additional $3m placement (priced at 20c) in
August 2022 which leaves the Company well-funded to execute on its near-term development plans.
Also post year-end, Lindian announced the appointment of Mr Alistair Stephens as CEO. An
experienced geologist with 35 years industry experience, Mr Stephens previously oversaw the growth
of Arafura Resources Limited) from a $4m market cap to a $400m company.
Demand for rare earths is expected to increase exponentially over the medium term, underpinned
by their core use-case in electric vehicles, smartphones and industrial applications. The
Kangankunde deposit contains a carbonate intrusive that rises to 200m, with up to 700m of
continuous mineralisation along strike at widths of 50m to 100m.
The project sits in close proximity to existing transportation infrastructure and is viewed by multiple
analysts and industry professionals as one of the most highly prospective rare earths assets
globally. With near-term funding in place, plans are now underway for surveying and drill work to
commence before the end of CY2023, as the Company looks to capitalise on its exciting
development opportunity.
Elsewhere during the period, Lindian consolidated its bauxite development strategy in Guinea where
it’s focused on the development of a leading multi-asset bauxite portfolio. In the Board’s view,
Lindian’s three Guinea-based projects – Woula, Gaoual and Lelouma – can be developed to benefit
directly from the broader infrastructure investments which have cemented Guinea’s status as a
major global bauxite exporter.
Longer term, the Lindian Board remains committed to a ‘Northern Corridor’ strategy in Guinea,
moving its three multi-generational bauxite assets towards production with the requisite links to
haul road and rail infrastructure.
During FY22 the Company also retained its interest in two bauxite projects - Lushoto and Pare,
situated in Eastern Tanzania’s Mozambique Belt where it previously completed the 51% Stage-1
acquisition of East African Bauxite Limited (the 100% owner of both projects).
With the addition of the Kangankunde project to its asset suite in Guinea, FY22 was a year in which
Lindian established itself as one of the most exciting resource exploration companies on the ASX.
For the Company and its investors, FY23 presents a unique opportunity to capitalise on its potential
in exploration and project development through strong operational and strategic execution.
3
LINDIAN RESOURCES LTD
CHAIRMAN’S REPORT
For the year ended 30 June 2022
In that context, the Board remains committed to achieving those goals through skilled management
hires, effective funding arrangements and strong corporate governance practices.
I thank Lindian shareholders for the ongoing support and look forward to providing more exciting
updates as the Company develops its world-class asset portfolio.
Yours sincerely,
Asimwe Kabunga | Chairman
4
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Directors’ Report
The Directors present their report for Lindian Resources Limited (“Lindian” or “the Company”) and
its subsidiaries (“the Group”) for the year ended 30 June 2022.
DIRECTORS
During, or at any time during the financial year and up to the date of this financial report.
Asimwe Kabunga
Non-Executive Chairman 8 June 2017 to 8 November 2020
Executive Chairman since 9 November 2020
Asimwe Kabunga is a Tanzanian born Australian entrepreneur who holds a Bachelor of Science,
Mathematics and Physics and has extensive technical and commercial experience in Tanzania,
Australia, and the United States.
Mr Kabunga has been instrumental in establishing the Tanzania Community of Western Australia
Inc, and served as its first President. Mr Kabunga was also a founding member of Rafiki Surgical
Missions and Safina Foundation, both Non-Governmental Organisations dedicated to helping
children in Tanzania.
Mr Kabunga has been non-executive chairman of Volt Resources Limited since 4 August 2017 (ASX:
VRC), is executive chairman of Resource Mining Corporation Limited (ASX: RMI) since 16 June 2022
(and non-executive chairman between 9 May 2022 and 16 June 2022) and was non-executive director
of Strandline Resources Limited from 18 June 2015 to 8 October 2018 (ASX: STA). He has not held any
other listed directorships in the past three years.
Giacomo Fazio
Non-Executive Director
Giacomo Fazio is a highly experienced project, construction and contract/commercial management
professional having held senior project management roles with Primero Group Limited, Laing
O’Rourke and Forge Group Ltd and is currently a non-executive Director of ASX listed Volt Resources
Ltd. His experience ranges from feasibility studies through to engineering, procurement,
construction, and commissioning of diverse mining resources, infrastructure, oil & gas and energy
projects.
Mr Fazio’s professional qualifications include a Graduate Certificate in Project Management, an
Associate Diploma in Civil Engineering and a Diploma in Quantity Surveying.
Mr Fazio has been a non-executive director of Volt Resources Limited since 1 July 2019 (ASX: VRC).
He has not held any other listed directorships in the past three years.
5
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Yves Occello
Non-Executive Director
Yves Occello is a 45-year veteran of the bauxite and alumina industry having been COO of Pechiney’s
Bauxite and Alumina Division and Director of Technical Projects at Alcan and Rio Tinto Alcan. He has
held board positions at a number of significant companies, including Compagnie de Bauxite de
Guinee, (“CBG”), a conglomerate bauxite project and Guinea’s largest bauxite producer for the past
30 years, Alufer Mining, the first junior miner to construct and commence bauxite operations in
Guinea, and Aluminium of Greece, one of Europe’s largest alumina refinery and aluminium smelting
complexes.
Further, Mr. Occello’s knowledge and expertise is well recognised within China’s bauxite and alumina
industry and he is an Honorary Director of the Chinese Academy of Sciences in Beijing.
Mr Occello is a Chemical Engineer with many years of practical, hands-on experience across the
aluminium value chain from understanding bauxite resources and their specific chemical and
mineralogical composition, through to the intricate technical requirements of alumina refining.
He has not held any other listed directorships in the past three years.
Susan Park
Company Secretary
Susan Park has over 25 years’ experience in the corporate finance industry and extensive experience
in Company Secretarial and Non-Executive Director roles with ASX, AIM and TSX listed companies.
Ms Park holds a Bachelor of Commerce degree from the University of Western Australia majoring in
Accounting and Finance, is a Member of Chartered Accountants Australia and New Zealand, a Fellow
of the Financial Services Institute of Australasia, a Graduate Member of the Australian Institute of
Company Directors and a Fellow of the Institute of Chartered Secretaries and Administrators and
Chartered Secretaries Australia and is currently Company Secretary of several ASX listed companies.
DIRECTORS’ MEETINGS
During the financial year, in addition to regular Board discussions, the number of meetings of
Directors held during the year and the number of meetings attended by each Director, including
circular resolutions, were as follows:
Directors
Asimwe Kabunga
Giacomo Fazio
Yves Occello
Number of Meetings
Eligible to Attend
4
4
Number of
Meetings Attended
4
4
4
4
6
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Remuneration Report (Audited)
This report outlines the remuneration arrangements in place for Directors and executives of Lindian
Resources Limited in accordance with the requirements of the Corporation Act 2001 and its
Regulations.
For the purpose of this report, Key Management Personnel (KMP) of the Company are defined as
those persons having authority and responsibility for planning, directing and controlling the major
activities of the Group, directly or indirectly, including any Director (whether executive or otherwise)
of the Group. The remuneration report is set out under the following main headings:
•
•
•
•
•
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The Board is responsible for determining and reviewing compensation arrangements for the
Directors. The Board assesses the appropriateness of the nature and amount of emoluments of such
officers on a periodic basis by reference to relevant employment market conditions with the overall
objective of ensuring maximum stakeholder benefit from the retention of a high-quality board and
executive team. The Group does not link the nature and amount of the emoluments of such officers
to the Group’s financial or operational performance. The expected outcome of this remuneration
structure is to retain and motivate Directors.
As part of its Corporate Governance Policies and Procedures, the Board has adopted a formal
Remuneration Committee Charter. Due to the current size of the Group and number of directors, the
Board has elected not to create a separate Remuneration Committee but has instead decided to
undertake the function of the Committee as a full Board under the guidance of the formal charter.
The rewards for Directors have no set or pre-determined performance conditions or key performance
indicators as part of their remuneration due to the current nature of the business operations. The
Board determines appropriate levels of performance rewards as and when they consider rewards are
warranted.
Details of Remuneration
Details of Key Management Personnel
Key Management Personnel
Position
Asimwe Kabunga
Alistair Stephens
Giacomo Fazio
Yves Occello
Executive Chairman (since 9 November 2020)
Chief Executive Officer (since 8 August 2022)
Non-Executive Director
Non-Executive Director
7
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Details of the nature and amount of each element of the emolument of each Director and key
management personnel executive of the Group for the financial year are as follows:
2022
Short term
Options
Employment
Base
salary &
annual
leave
$
-
-
-
-
Director
fees
$
60,000
60,000
60,000
180,000
Consulting
fees
$
126,600
-
-
126,600
Share
based
payments
$
-
-
-
-
Super-
annuation
$
-
-
-
-
Total
$
186,600
60,000
60,000
306,600
Performance
related
%
-
-
-
-
KMP
Asimwe Kabunga
Giacomo Fazio
Yves Occello
2021
Short term
Options
Post-
employment
Base
salary &
annual
leave
$
-
94,479
73,727
-
-
-
168,206
KMP
Asimwe Kabunga
Danny Keating1
David Sumich2
Giacomo Fazio
Matthew Bull3
Yves Occello4
Director
fees
$
60,000
-
-
60,824
15,000
55,000
190,824
Consulting
fees
$
139,478
-
-
-
-
-
139,478
Share
based
payments
$
-
-
-
-
-
-
-
Super-
annuation
$
-
6,705
-
-
-
-
6,705
Total
$
199,478
101,184
73,727
60,824
15,000
55,000
505,213
Performance
related
%
-
-
-
-
-
1.
Danny Keating appointed CEO on 10 August 2020, resigned 9 November 2020. Balance includes pre-appointment
payments made to Mr Keating’s related entity (Madina) of $18,681 (US$13,365).
2. David Sumich appointed COO/ CFO on 20 October 2020, resigned 30 June 2021. Balance includes $3,834 of
reimbursements during the year.
3. Matthew Bull resigned as a non-Executive Director on 8 October 2020.
There were no other key management personnel of the group during the financial years ended 30
June 2022 and 30 June 2021.
The Group did not employ the services of any remuneration consultants during the financial year
ended 30 June 2022.
The Group has liabilities of $27,105 for unpaid Key Management Personnel remuneration at 30 June
2022 (2021: $78,883).
8
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Chief Executive Officer
There was no CEO during the year ended 30 June 2022. The previous CEO Mr Danny Keating ceased
employment on 9 November 2020 by mutual agreement for reasons pertaining to his UK residency
and COVID19. Consistent with an ASX announcement made on that date, the CEO duties have been
shared during this time between the Non-Executive Chairman and existing board members
supported by contractors and advisors.
On 4 August the Company announced the appointment of Mr Alistair Stephens as Chief Executive
Officer, effective from Monday 8 August 2022.
Mr Stephens is a specialist in the critical and strategic commodities sector, with emphasis on rare
earths and rare metals, having worked directly in the field for 20 years. He is a qualified geologist,
holding a Bachelor of Science (with Honours) from James Cook University and a Master of Business
Administration (MBA) from Curtin University. Mr Stephens has held senior operational and
executive roles at companies including Newmont Mining Ltd, Western Mining Resources Ltd and
Arafura Resources Limited (ASX: ARU) where as Managing Director until 2010, he played an
instrumental role in the development of the Nolan’s Bore Earths Project that took ARU from an early
stage exploration group to one with a market capitalisation of ~ A$400million.
Service Agreements
Chief Executive Officer
Mr Alistair Stephens and the Company entered into an executive service agreement commencing on
8 August 2022. Mr Stephens is engaged to provide services in the capacity of Chief Executive Officer
for an indefinite term.
Mr Stephens is entitled to a minimum notice period of three months from the Company and the
Company is entitled to a minimum notice period of three months from Mr Stephens. In the event
that the Company gave notice the Company would be required to make a payment equal to 3 months’
salary at the end of the notice period. In the event of a change in control event including a
redundancy due to a successful takeover or merger of the Company, Mr Stephens would be entitled
to a payment equal to 6 months’ salary plus superannuation.
As part of the commencement package for Mr Stephens, the Company, on 29 August 2022 issued
the following long-term incentive (LTI) performance rights to Mr Stephens vesting in accordance
with the market based milestones below (“Executive Performance Rights”):
Milestone
LIN market capitalisation1 greater than $250 million
LIN market capitalisation1 greater than $500 million
LIN market capitalisation1 greater than $1,000 million
LIN market capitalisation1 greater than $1,250 million
Total
No. of Performance Rights
2 million LIN shares
3 million LIN shares
5 million LIN shares
5 million LIN shares
15 million LIN shares
1For the purposes of the vesting conditions, Lindian’s market capitalisation will be determined using the 30 calendar day
volume weighted average price of Lindian shares traded on the ASX, and the number of Lindian ordinary fully paid shares on
issue as at the relevant time.
The Executive Performance Rights are subject to the satisfaction of performance milestones
identified above and with the terms and conditions of employment. To the extent that the hurdles
are satisfied (if at all) the Executive Performance Rights will vest and become fully paid ordinary
shares in the Company.
Under the service agreement for Mr Stephens, his salary was set at $384,000 per annum plus
minimum statutory superannuation contribution.
9
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Executive Chairman
The company announced on 4 August 2022 that the Non-Executive Chairman, Mr Asimwe Kabunga
will transition to the role of Executive Chairman, under the terms of a new services agreement
commencing on 8 August 2022, for an indefinite term.
The services of Mr Kabunga, are by way of a consulting arrangement with annual fees payable of
$250,000, plus statutory superannuation. Incentives will also be agreed, subject to shareholder
approval. Mr Kabunga is entitled to a minimum notice period of three months from the Company
and the Company is entitled to a minimum notice period of three months from Mr Kabunga.
Other Service agreements
The Company additionally operates through a number of long-standing service arrangements with
individuals and their associates. Geological services by contractors are performed through conduit
services agreements via local corporate services providers.
Drilling & technical services are direct contracted by the Company and whose services include
management/maintenance of the Companies property, plant & equipment.
Non-Executive Directors
Each non-executive director has a written agreement with the Company that covers all aspects of
their appointment including term, time commitment required, remuneration, disclosure of interests
that may affect independence, guidance on complying with the Company’s corporate governance
policies and the right to seek independent advice, indemnity and insurance arrangements, rights of
access to the Company’s information and ongoing confidentiality obligations as well as roles on the
Company’s committees.
The aggregate remuneration that can be paid to Non-Executive Directors excluding share-based
payments or other employee benefits, has been set at an amount not to exceed $240,000 per annum.
This amount may only be increased with the approval of Shareholders at a general meeting.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of
compensation during the year ended 30 June 2022 (2021: nil).
Performance Rights
There were no performance rights issued to directors and other key management personnel as part
of compensation during the year ended 30 June 2022 (2021: nil).
Subsequent to the balance date, on 29 August 2022, the Company issued 15 million performance
rights to the incoming Chief Executive Officer as part of an executive services agreement (refer to
Service Agreements section of the Directors Report for details).
Options
There were no unlisted options granted over ordinary shares during the current year affecting
remuneration of directors and other key management personnel.
10
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Additional disclosures relating to key management personnel
Key Management Personnel Options
The numbers of options over ordinary shares in the company held during the financial year by each
key management personnel of Lindian Resources Limited, including their personally related parties,
are set out below:
2022
KMPs
Asimwe Kabunga
Giacomo Fazio
Yves Occello
Balance at
the start of
the year/
appointment
12,500,000
-
-
12,500,000
Options
purchased
-
-
-
-
Vested option
Balance at
the end of
the year/
resignation Exercisable
12,500,000
-
-
12,500,000
12,500,000
-
-
12,500,000
-
-
-
-
Non-
exercisable
-
-
-
-
Options
granted
Options
expired
-
-
-
-
2021
KMPs
Asimwe Kabunga
Danny Keating1
David Sumich2
Giacomo Fazio
Matthew Bull3
Yves Occello4
Balance at
the start of
the year/
appointment
22,500,000
-
-
-
4,000,000
-
26,500,000
Options
granted
Options
exercised
Options
expired
Vested option
Balance at
the end of
the year/
resignation
Exercisable
Non-
exercisable
-
-
-
-
-
-
-
(10,000,000)
-
-
-
-
-
(10,000,000)
-
-
-
-
(4,000,000)
-
(4,000,000)
12,500,000
-
-
-
-
-
12,500,000
12,500,000
-
-
-
-
-
12,500,000
-
-
-
-
-
-
-
Danny Keating appointed CEO on 10 August 2020, resigned 9 November 2020.
1.
2. David Sumich appointed COO/ CFO on 20 October 2020, resigned 30 June 2021.
3. Matthew Bull resigned as a Non-Executive Director on 8 October 2020.
4.
Yves Occello appointed as a Non-Executive Director on 29 July 2020.
11
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Key Management Personnel Share holdings (including Performance Shares)
The number of shares in the Company held during the financial year by each key management
personnel of Lindian Resources Limited, including their personally related parties, is set out below.
There were no shares granted during the reporting period as compensation.
2022
KMPs
Asimwe Kabunga6
Giacomo Fazio
Yves Occello
2021
KMPs
Asimwe Kabunga1
Danny Keating2
David Sumich3
Giacomo Fazio
Matthew Bull4
Yves Occello5
Balance at
the start of
the year/
appointment
90,275,000
-
-
90,275,000
Shares
purchased
Shares disposed
/ transferred
Performance
shares granted /
(expired)
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
the end of
the year/
resignation
90,275,000
-
-
90,275,000
Balance at
the start of
the year/
appointment
81,525,000
-
-
-
28,500,000
-
110,025,000
Shares
Purchased/
Issued on
exercise of
Options
10,000,000
-
-
-
-
-
10,000,000
Shares disposed
/ transferred
Performance
shares granted /
(expired)
-
-
-
-
-
-
-
(11,250,000)
-
-
-
(4,250,000)
-
(15,500,000)
Balance at
the end of
the year/
resignation
80,275,000
-
-
-
24,250,000
-
104,525,000
1.
On 6 December 2020, 5,250,000 and 6,000,000 Class B Performance Shares, held by Mr. Kabunga’s related entities
Kabunga Holdings Pty Ltd and Jabari Resources (Tanzania) Limited respectively, lapsed.
2. Danny Keating appointed CEO on 10 August 2020, resigned 9 November 2020.
3. David Sumich appointed COO/ CFO on 20 October 2020, resigned 30 June 2021.
4. Matthew Bull resigned as a non-Executive Director on 8 October 2020.
5.
6. On 23 August 2022, purchased 16,090,407 ordinary shares in an off-market trade at $0.265 per share.
Yves Occello appointed as a Non-Executive Director on 29 July 2020.
12
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Key Management Personnel Performance Rights
The numbers of performance rights in the company held during the financial year by each key
management personnel of Lindian Resources Limited, including their personally related parties, are
set out below:
2022
KMPs
Asimwe Kabunga1
Giacomo Fazio
Yves Occello5
Balance at
the start of
the year/
appointment
25,500,000
-
-
25,500,000
Rights
purchased
Rights disposed
/ transferred
Performance
Rights granted /
(expired)
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
the end of
the year/
resignation
25,000,000
-
-
25,000,000
Subsequent to the balance date 15 million performance rights were issued to incoming CEO Alistair
Stephens on 29 August 2022. More information on the terms of these performance rights are
included under Service Agreements in the Directors Report.
2021
KMPs
Asimwe Kabunga1
Danny Keating2
David Sumich3
Giacomo Fazio
Matthew Bull4
Yves Occello5
Balance at
the stininig
Resourcs art of
the year/
appointment
25,500,000
-
-
-
-
-
25,500,000
Rights
purchased
Rights disposed
/ transferred
Performance
Rights granted /
(expired)
Balance at
the end of
the year/
resignation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,500,000
-
-
-
-
-
25,500,000
1. Balance at the beginning of the year comprises 10,625,000 Stage 1 and 14,875,000 Stage 2 Performance Rights in
relation to the Gaoual Project in Guinea which lapsed during the year.
2. Danny Keating appointed CEO on 10 August 2020, resigned 9 November 2020.
3. David Sumich appointed COO/ CFO on 20 October 2020, resigned 30 June 2021.
4. Matthew Bull resigned as a Non-Executive Director on 8 October 2020.
5.
Yves Occello appointed as a Non-Executive Director on 29 July 2020.
13
LINDIAN RESOURCES LTD
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
Other transactions with key management personnel
During the year the company secured a short-term loan facility for $300,000 on an arms-length
basis from Kabunga Holdings Pty Ltd, a company associated with Chairman Asimwe Kabunga.
The unsecured loan was originally for a period of two months maturing on 21 December 2021 but was
subsequently extended by mutual agreement to 1 February 2022. Interest on the loan is at a rate of
7% per annum (non-compounding) with interest payable at maturity. The loan was repaid in
exchange for the issuance of 10 million ordinary shares, issued at $0.03 per share which was
approved by shareholders on 29 March 2022.
There were no other transactions with key management personnel during the year.
Group performance and its consequences on shareholder wealth
It is not possible at this time to evaluate the Group’s financial performance using generally accepted
measures such as profitability and total shareholder return as the Group is focussed on exploration
activities with no significant revenue stream. This assessment will be developed as and when the
Groups moves from explorer to producer.
The table below shows the gross revenue, losses, and loss per share for the last five years for the
Group:
Revenue and other
income
Net loss
Loss per share
Share price at year end
$
$
Cents
Cents
2022
10
2021
2020
35,058
58,703
2019
719
2018
4,810
(1,165,145)
(1,458,696)
(1,862,151)
(765,688)
(2,621,576)
(0.16)
0.12
(0.21)
0.021
(0.35)
0.011
(0.21)
0.011
(0.98)
0.015
End of remuneration report
14
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
INTERESTS IN THE SECURITIES OF THE COMPANY
As at the date of this report, the interests of the Directors & Key Management Personnel in the
securities of Lindian Resources Limited are:
Director
Asimwe Kabunga
Alistair Stephens
Giacomo Fazio
Yves Occello
Ordinary Shares
106,365,407
-
-
-
Performance Rights
25,500,000
15,000,000
-
-
Unlisted Options over
Ordinary Shares
exercisable at
2 cents each
12,500,000
-
-
-
RESULTS OF OPERATIONS
The net loss after taxation attributable to the members for the year to 30 June 2022 was $1,165,145
(2021: $1,394,867) and the net assets of the Group at 30 June 2022 were $7,265,826 (2021:
$4,656,240).
DIVIDENDS
No dividend was paid or declared by the Company during the year and up to the date of this report.
CORPORATE STRUCTURE
Lindian Resources Limited is a company limited by shares, which is incorporated and located in
Australia.
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
During the financial year, the principal activity was mineral exploration.
REVIEW OF OPERATIONS
During the 2022 financial year, Lindian continued to advance its portfolio of world-class bauxite
projects in Guinea. The Company also settled litigation with respect to its proposed acquisition of
Kangankunde Project in Malawi, considered to be a rare earths asset of potentially global significance.
RARE EARTH PROJECT – MALAWI
During the period, Lindian advised the ASX of several legal developments with respect to its proposed
acquisition of the Kangankunde Rare Earths Project in Malawi.
A summary of legal developments with respect to the acquisition that occurred prior to the 2022
financial year is outlined below:
In August 2018, Lindian announced the commencement of legal action in Malawi in respect
of an exclusive option agreement (the “Exclusive Option Agreement”) entered into with the
since deceased Michael Saner (“Saner”) and Rift Valley Resource Developments Limited
(“RVR”) regarding the Kangankunde Rare Earths Project in Malawi (the “Kangankunde
Project”).
As detailed in the Company’s ASX announcement on 23 November 2018, Saner and RVR
subsequently claimed that changed circumstances
in Malawi made the agreement
unenforceable and made an offer to enter into a separate agreement for the sale of the
Project on completely different terms to those originally agreed between the Company, Saner
and RVR.
15
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Lindian’s position was that the terms of the Exclusive Option Agreement remained valid and
commenced legal action in the Malawi Courts to defend its rights which culminated in a
disappointing decision in the High Court of Malawi, announced to the ASX on the 7 May 2020.
On 8 July 2020, the Company announced a notice of appeal had been filed (19 May 2020) at
the High Court of Malawi in relation to the legal action in respect of an exclusive option
agreement for the Kangankunde Project.
On 24 July 2020, the Company announced that it had received an offer from the legal counsel
representing Saner and RVR to settle out of court. The Company did not accept this offer. On 28
September 2021, the Company announced the Malawi Supreme Court of Appeal would hear an appeal
on 8 December.
On 11 November 2021, Lindian was notified that the appeal was adjourned to a later date. On 19 April
2022, Lindian disclosed to the ASX that an appeal hearing for 26 May 2022 had been scheduled in the
Malawi Supreme Court of Appeal, in relation to the Exclusive Option Agreement for the Kangankunde
Rare Earths Project.
On 27 May 2022, Lindian announced that it had reached an out-of-court settlement relating to its
proposed acquisition of up to a 75% interest in the Kangankunde Rare Earths Project.
Under the terms of settlement, the parties to the existing legal proceedings in the Malawi Supreme
Court of Appeal agreed to discontinue those proceedings in exchange for Lindian being provided with
a 60-day exclusivity period, within which to seek to negotiate the terms of a legally-binding transaction
whereby Lindian could acquire a 100% interest in the Project.
Post year-end on 1 August 2022, Lindian confirmed to the ASX that it had reached an agreement to
acquire 100% of the shares in RVR, the owner of the Kangankunde Rare Earths Project, for a total
purchase price of US$30 million. On 15 August 2022, the first tranche payment of US$2.5m was
subsequently paid in accordance with the terms of the agreement.
The successful acquisition gives Lindian a unique opportunity to develop the Kangankunde project,
which has been cited by analysts as one of the most significant rare earths projects globally.
GUINEA BAUXITE PORTFOLIO
Operational activity during the year largely centred around ongoing work to define the optimal export
solution and progress due diligence with interested parties for the Company’s Guinea bauxite
portfolio.
Despite changes in the country’s leadership, the political situation in Guinea has not impacted the
bauxite industry with mining, processing and export operations continuing as usual.
There remains considerable third-party interest in Lindian’s’ bauxite assets.
The Company’s longer-term strategy is to develop the “Northern Corridor” to unlock the full potential
of the Group’s portfolio, but as an interim step Lindian is exploring the opportunity to take advantage
of the significant infrastructure developed in Guinea in the past 10 years to facilitate low capital, near
term production.
The location of the different assets within Lindian’s bauxite portfolio is shown below:
16
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
Figure 1 - Location of Assets within Lindian's Guinean Bauxite Portfolio
During FY22, Lindian made important progress with respect to the following development initiatives
across its Guinea project portfolio:
Advancing negotiations and responded to due diligence requests with interested parties on
development of the Northern Corridor rail and port infrastructure;
Continued discussions with respect to infrastructure sharing agreements for rail, road and
port allocations outside of its Northern Corridor development strategy;
In addition, the Company’s 75% owned infrastructure subsidiary, Terminal Logistics and
Holdings Pte Ltd (“TLH”), continues to advance the Memorandum of Understanding (“MOU-
G”) regarding the potential exploration and joint development of the Port of Dobali and the
associated logistics corridor (the “Northern Corridor”) in Guinea.
LUSHOTO AND PARE BAUXITE PROJECTS, TANZANIA
The Lushoto and Pare bauxite projects are subject to a Farm-In and Joint Venture Agreement pursuant
to which Lindian has earned a 51% Stage 1 interest in East Africa Bauxite Limited. The Group holds its
51% interest in the Projects through the acquisition of Batan Pty Limited in the prior year.
No material work was undertaken on the Tanzanian projects during the FY22 period.
17
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
A summary of the JORC resources contained within Lindian’s bauxite portfolio is shown in the Table 1 below.
Resources
(Mt)
Al2O3
(%)
SiO2
(%)
Category
Cut-off
(Al2O3 %)
Lelouma Project (75% Owned by Lindian)
High Grade Resources
Total Lelouma Resources
398
900
Gaoual Project (75% Owned by Lindian)
High Grade Resources
Total Gaoual Resources
83.8
101.5
Woula Project (51 % Owned by Lindian)
High Grade Resources
Total Woula Resources
19.0
64.0
Corporate
48.1
45.0
51.2
49.8
41.7
38.7
2.0
2.1
Measured + Indicated
>45
Measured, Indicated
& Inferred
>40
11.0%
Indicated
11.5%
Indicated
3.2%
Inferred
3.1%
Inferred
>45
>40
>40
>34
Capital structure
On 17 September 2021, Ven Capital Pty Ltd, ,the Company’s largest shareholder increased its
substantial shareholding to 84,616,845 fully paid ordinary shares (11.31%) in an on-market purchase
of 10,127,028 at an average cost of $0.022 per share
On 21 October 2021 the Company secured a short-term loan facility for $300,000 on an arms-length
basis from Kabunga Holdings Pty Ltd, a company associated with Chairman Asimwe Kabunga whilst
a capital raising process was undergoing. The unsecured loan was originally for a period of two
months maturing on 21 December 2021 but was subsequently extended by mutual agreement to 1
February 2022. Interest on the loan is at a rate of 7% per annum (non-compounding) with interest
payable at maturity.
On 25 November 2021, the Company announced that they had received commitments from existing
shareholders and sophisticated investors regarding a $1 million non-brokered capital raising,
through the issue of fully paid ordinary shares at $0.03 per share, and that this would include
$300,000 invested by Kabunga Holdings Pty Ltd in exchange for principal settlement of the short-
term unsecured loan, subject to shareholder approval.
On 21 December 2021 the Company successfully completed a non-brokered placement of 34 million
fully paid ordinary shares at $0.03 per share to existing shareholders and sophisticated investors,
through the issue of 24 million fully paid ordinary shares at an issue price of $0.03 per share.
Issuance of the 10 million shares to Kabunga Holdings Pty Ltd (a company associated with Chairman
Asimwe Kabunga) was subsequently completed on 29 March 2022 following a meeting of
shareholders on 28 March 2022. (“December placement”)
On 22 December 2021 and 24 December 2021 respectively, 5,000,000 and 2,000,000 fully paid
ordinary shares were issued following the exercise of 7,000,000 unlisted options (with expiry 20
November 2022) at $0.02 per share, raising $140,000.
On 21 April 2022 4,277,500 fully paid ordinary shares were issued following the exercise of 4,277,500
unquoted options exercisable at $0.02 each (with expiry 20 November 2022), raising $85,550.
On 6 June 2022, the Company announced completion of a non-brokered placement of 20 million
fully paid ordinary shares at $0.10 per share to raise $2 million to a single sophisticated investor
with attaching free 10 million options expiring 6 June 2025 and with an exercise price of $0.12. (“June
placement”)
18
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
On 7 June 2022, the Company issued 15,437,500 fully paid ordinary shares following the exercise of
14,437,500 unquoted options from various parties exercisable at $0.02 each (with expiry 20
November 2022), raising $308,750.
On 7 July 2022, the Company announced completion of a non-brokered placement to a single
sophisticated investor of 1 million fully paid ordinary shares at $0.12 per share, raising $120,000.
Malawi – Kangankunde dispute
On 28 September 2021, the Company announced the Malawi Supreme Court of Appeal would hear an
appeal on 8 December 2021 in relation to a dispute relating to the company’s acquisition of up to a
75% of the Kangankunde Rare Earth Project in Malawi pursuant to terms of an exclusive Option
Agreement entered into in 2018 (Option Agreement). The Company is the plaintiff in the dispute
which involves defendants Michael Saner and Rift Valley Resource Developments Limited.
On 11 November 2021 the Company announced that the Malawi Supreme Court of Appeal had
adjourned the appeal hearing relating to the Option Agreement scheduled for 8 December 2021 and
was yet to schedule a revised date.
On 19 April 2022 the Company was notified by the Malawi Supreme Court of Appeal of a revised date
of 27 May 2022 for the appeal hearing.
On 27 May 2022 the Company announced that it had reached an out-of-court settlement in regard
to a dispute Under the terms of the settlement, the ongoing dispute has been set aside by the Court
of Appeal in exchange for the Company being provided with a 60 day exclusivity period within which
to seek to negotiate a legally-binding transaction whereby the company can acquire a 100% interest
in Rift Valley Resource Developments Limited (Rift Valley) and its Kangankunde Rare Earths Project
(Proposed Transaction) for a proposed purchase consideration of US$30 million.
This purchase consideration (envisaged to be captured in the terms of the shareholder agreement)
would be payable in four tranches linked to the achievement of specific milestones:
-
-
-
Tranche 1: US$2.5 million in cash payable as a non-refundable deposit upon the parties
successfully executing a
legally binding share purchase agreement, shareholders
agreement and escrow deed along with all necessary Malawi and Australian legal and
regulatory requirements (including ASX Listing Rule requirements) being satisfied with the
period of exclusivity.
Tranches 2 & 3: US$7.5 million and US$10 million in cash paid on the date which is 6 months
and 12 months respectively after the date the Tranche 1 payment was made.; at which date
respectively 33% of the shares on issue in Rift Valley would be transferred to the company.
Tranche 4: US$10 million payable paid on the earlier of:
i.
ii.
the commencement of commercial production in respect of the Kungankunde Rare
Earths Project, or;
48 months after the date the Tranche 1 payment was made
At which time the remaining 34% of the shares on issue in Rift Valley would be transferred
to the company.
By option, (but not obligation) the 60 day exclusivity period may be unilaterally extended by the
company by payment of Tranche 1 (by way of a non-refundable deposit) should all necessary Malawi
legal and regulatory compliance requirements not be obtained within this time. Further, if all
necessary Australian regulatory consents and approvals (including those pertaining to the ASX
listing rules) are not obtained within the 60 day exclusivity period then 100% of the shares in Rift
Valley shares would be placed in escrow pending payment of the purchase consideration.
In addition the company has the option of payment of Tranches in advance of those dates outlined
above in order to accelerate the completion of each phase
On 4 August the Company announced the successful completion of all conditions precedent for the
Tranche 1 payment of US$2.5million as a non-refundable deposit.
19
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
In late August the Executive Chairman and CEO conducted a site visit to the Kangankunde project,
engaging with key Government and local stakeholders which reconfirmed support, extensive
mineralisation, and validated existing understanding of project development works access, water
and power preliminaries.
Other
On 22 July 2021 and 3 September 2021, the Group changed the names of its Sarmin Bauxite Guinea
SARL and Sarmin Bauxite Limited subsidiaries to Lelouma Bauxite Guinea SARL and Bauxite
Holdings Limited respectively.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no other significant changes in the state of affairs of the Group during the financial
year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 11 July 2022, the Company issued 3,096,242 fully paid issued shares following the exercise of
1,562,500 unquoted options exercisable at $0.02 each (expiry 20 November 2022) and 1,533,742
unquoted options exercisable at 0.032 each (expiry 26 Sept 2023) respectively to raise $80,330.
On 1 August 2022, the Company announced the successful completion of a non-brokered placement
of 15 million fully paid ordinary shares at $0.20 per share to raise $3 million to a single sophisticated
investor with attaching free 7.5 million options expiring 8 August 2025 and with an exercise price of
$0.25. The shares were issued on 8 August 2022 (“August placement”)
On 4 August the Company announced the appointment of Mr Alistair Stephens as Chief Executive
Officer, effective from Monday 8 August 2022. On the 29 August 2022, the Company issued Mr
Stephens 15 million performance rights in relation to his employment. Further details relating to
his appointment and his renumeration are contained with the Renumeration Report.
On 30 August 2022, the Company confirmed that it had successfully made the first tranche
payment of US$2.5M to Rift Valley Resource Developments Ltd as the commencement payment for
the 100% acquisition of the Kangankunde Rare Earths Project, and on 27 September 2022, the
Company secured shareholder approval for the transaction.
No other matters or circumstances have arisen in the interval between the end of the financial year
and the date of this report any item, transaction or event of a material or unusual nature likely, in
the opinion of the Directors of the Company, to affect significantly the operations of the Group, the
results of those operations, or the state of affairs of the Group, in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Directors have excluded from this report any further information on the likely developments in
the operations of the Company and the expected results of those operations in future financial years,
as the Directors believe that it would be speculative and prejudicial to the interests of the Company.
ENVIRONMENTAL REGULATIONS AND PERFORMANCE
The Group is not aware of any breaches in relation to environmental matters.
20
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
SHARE OPTIONS
As at the date of this report, there were 119,576,105 unissued ordinary shares under options. The
details of the options at the date of this report are as follows:
Number
22,000,000
7,500,000
10,000,000
29,141,105
50,935,000
Exercise Price $
0.10
0.25
0.12
0.032
0.02
Expiry Date
29 August 2025
3 August 2025
6 June 2025
28 September 2023
20 November 2022
No option holder has any right under the options to participate in any other share issue of the
company or any other entity.
A total of 17,500,000 (2021: 30,674,847) options were issued during the year, 30,811,242 options were
exercised (2021: 61,691,667) during the year and no options expired (2021: 80,333,334) during the
year. Subsequent to the financial year end, 22,000,000 options were issued to an advisor of the
company in consideration of investor relations services.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has made an agreement indemnifying all the Directors and officers of the Company
against all losses or liabilities incurred by each Director or officer in their capacity as Directors or
officers of the Company to the extent permitted by the Corporations Act 2001. The indemnification
specifically excludes wilful acts of negligence. The Company paid insurance premiums in respect
of Directors’ and Officers’ Liability Insurance contracts for current officers of the Company, including
officers of the Company’s controlled entities. The liabilities insured are damages and legal costs
that may be incurred in defending civil or criminal proceedings that may be brought against the
officers in their capacity as officers of entities in the Group. The total amount of insurance premiums
paid has not been disclosed due to confidentiality reasons.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene
in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf
of the Company for all or any part of those proceedings. The Company was not a party to any such
proceedings during the year.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial year, indemnified or agreed to
indemnify the auditor of the company or any related entity against a liability incurred by the auditor.
CORPORATE GOVERNANCE
A copy of Lindian’s 2022 Corporate Governance Statement, which provides detailed information
about governance, and a copy of Lindian’s Appendix 4G which sets out the Company’s compliance
with the recommendations in the fourth edition of the ASX Corporate Governance Council’s
Principles and Recommendations is available on the corporate governance section of the Company’s
website at https://www.lindianresources.com.au/corporate.
21
LINDIAN RESOURCES LTD
DIRECTORS’ REPORT
For the year ended 30 June 2022
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors
of Lindian Resources Limited with an Independence Declaration in relation to the audit of the full
year financial report. A copy of that declaration forms part of this report.
There were no non-audit services provided by the Company’s auditor.
Signed on behalf of the Board in accordance with a resolution of the Directors.
Asimwe Kabunga | Chairman
29 September 2022
22
LINDIAN RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 30 June 2022
Revenue
Interest income
Other income
Expenses
Depreciation / immediate asset write-off
Consulting and directors’ fees
Impairment of exploration and evaluation assets
Finance costs
Other expenses
Loss before income tax
Income tax (expense)/benefit
Loss after income tax
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to
profit or loss
Exchange differences on translation of foreign
operations
Other comprehensive loss for the year, net of
income tax
Total comprehensive loss for the year
Loss attributable to:
Owners of Lindian Resources Limited
Non-controlling interests
Total comprehensive loss attributable to:
Owners of Lindian Resources Limited
Non-controlling interests
Note
4
5
2022
$
10
-
(3,932)
(306,600)
(34,394)
(8,975)
(811,254)
(1,165,145)
-
(1,165,145)
2021
$
63
34,995
(4,915)
(330,302)
(53,838)
(837)
(1,103,862)
(1,458,696)
-
(1,458,696)
260,431
260,431
38,660
38,660
(904,714)
(1,420,036)
(1,162,575)
(2,570)
(1,165,145)
(1,394,867)
(63,829)
(1,458,696)
(924,391)
19,677
(904,714)
(1,376,052)
(43,984)
(1,420,036)
Loss per share attributable to owners of Lindian
Resources Limited
Basic and diluted loss per share (cents per share)
19
(0.16)
(0.21)
The accompanying notes form part of these financial statements.
23
LINDIAN RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Financial Position
As at 30 June 2022
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total current assets
Non-current Assets
Deferred exploration and evaluation expenditure
Property, plant and equipment
Total non-current assets
Total assets
Current Liabilities
Trade and other payables
Borrowings
Total current liabilities
Net assets
Equity
Share capital
Reserves
Accumulated losses
Non-controlling interests
Total equity
Note
2022
$
2021
$
6
7
8
9
10
11
12
13
14
15
17
2,177,922
31,472
21,337
2,230,731
500,761
10,626
21,677
533,064
5,157,090
105,429
5,262,519
7,493,250
4,319,932
109,362
4,429,294
4,962,358
218,449
8,975
227,424
7,265,826
306,118
-
306,118
4,656,240
38,964,460
9,979,216
(42,091,810)
6,851,866
413,960
7,265,826
35,450,160
9,736,281
(40,929,235)
4,257,206
399,034
4,656,240
The accompanying notes form part of these financial statements.
24
LINDIAN RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Note
2022
$
2021
$
Cashflows from Operating Activities
Government incentive received
Payments to suppliers and employees
Interest received
Finance costs
Net cash used in operating activities
Cashflows from Investing Activities
Payments for exploration expenditure
Payments for plant and equipment
Net cash used in investing activities
Cashflows from Financing Activities
Proceeds from issue of shares and exercise of
options
Proceeds from borrowings
Repayment of borrowings
Share issue costs
Net cash from financing activities
Net (decrease) /increase in cash held
Cash and cash equivalents at beginning of period
Foreign exchange on cash balances
Cash and cash equivalents as at year end
6
9
13
12
12
6
-
(1,282,351)
10
-
(1,282,341)
62,020
(1,279,968)
63
(837)
(1,218,722)
(563,419)
-
(563,419)
(965,537)
(83,536)
(1,049,073)
3,274,300
300,000
-
(60,000)
3,514,300
1,677,515
500,761
(354)
2,177,922
2,233,833
-
(10,790)
(67,356)
2,155,687
(112,108)
614,098
(1,229)
500,761
The accompanying notes form part of these financial statements.
25
LINDIAN RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Changes in Equity
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Share capital
$
Accumulated
losses
$
Option
reserve
$
Share-based
payment
reserve
$
Foreign
currency
translation
reserve
$
Attributable
to the owners
of Lindian
Resources
$
Non-
controlling
interests
$
Total equity
$
At 1 July 2021
Loss for the year
Other comprehensive loss
Total comprehensive loss
35,450,160
-
-
-
(40,929,235)
(1,162,575)
-
(1,162,575)
4,106,626
-
-
-
5,609,570
-
-
-
20,085
-
242,935
242,935
4,257,206
(1,162,575)
242,935
(919,640)
399,034
(2,570)
17,496
14,926
4,656,240
(1,165,145)
260.431
(904,714)
Transactions with owners in
their capacity as owners
Shares issued
Exercise of options
Options to be exercised –
cash received
Cost of share issue
Share based payments
At 30 June 2022
3,080,000
554,300
-
-
-
-
-
-
-
-
3,080,000
554,300
-
-
3,080,000
554,300
-
(120,000)
-
38,964,460
-
-
-
(42,091,810)
-
-
-
4,106,626
-
-
-
5,609,570
-
-
-
263,020
-
(120,000)
-
6,851,866
-
-
-
413,960
-
(120,000)
-
7,265,826
26
LINDIAN RESOURCES LTD
FINANCIAL STATEMENTS
For the year ended 30 June 2022
Consolidated Statement of Changes in Equity
For the year ended 30 June 2021
Share capital
$
Accumulated
losses
$
Option
reserve
$
Share-based
payment
reserve
$
Foreign
currency
translation
reserve
$
Attributable
to the owners
of Lindian
Resources
$
Non-
controlling
interests
$
Total equity
$
At 1 July 2020
Loss for the year
Other comprehensive loss
Total comprehensive loss
32,424,788
-
-
-
(39,534,368)
(1,394,867)
-
(1,394,867)
4,106,626
-
-
-
5,609,570
-
-
-
1,270
-
18,815
18,815
2,607,886
(1,394,867)
18,815
(1,376,052)
(93,436)
(63,829)
19,845
(43,984)
2,514,450
(1,458,696)
38,660
(1,420,036)
Transactions with owners in
their capacity as owners
Shares issued
Exercise of options
Non-controlling interest
arising on the acquisition of
the Lelouma Bauxite Project
Non-controlling interest
arising on the acquisition of
the Woula Bauxite Project
Cost of share issue
Share based payments
At 30 June 2021
1,858,896
1,233,833
-
-
-
-
-
-
-
-
1,858,896
1,233,833
-
-
1,858,896
1,233,833
-
-
-
-
-
-
231,190
231,190
-
(67,357)
-
35,450,160
-
-
-
(40,929,235)
-
-
-
4,106,626
-
-
-
5,609,570
-
-
-
20,085
-
(67,357)
-
4,257,206
305,264
-
-
399,034
305,264
(67,357)
-
4,656,240
The accompanying notes form part of these financial statements.
27
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Corporate Information
Notes to the Financial Statements
1.
The financial report of Lindian Resources Limited (“Lindian Resources” or “the Company”) and its
controlled entities (“the Group”) for the year ended 30 June 2022 was authorised for issue in
accordance with a resolution of the Directors 29 September 2022.
Lindian Resources Limited is a company limited by shares incorporated in Australia whose shares
are publicly traded on the Australian Securities Exchange.
Summary of Significant Accounting Policies
Basis of preparation
2.
(a)
The financial report is a general-purpose financial report, which has been prepared in accordance
with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The
Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
The financial report has been prepared on an accruals basis and is based on historical costs,
modified, where applicable, by the measurement at fair value of selected non-current assets,
financial assets and financial liabilities. Material accounting policies adopted in preparation of this
financial report are presented below and have been consistently applied unless otherwise stated.
The presentation currency is Australian dollars.
Going Concern
This report has been prepared on the going concern basis, which contemplates the continuity of
normal business activity and the realisation of assets and settlement of liabilities in the normal
course of business.
The Group incurred a net loss after tax for the year ended 30 June 2022 of $1,165,145 (2021: $1,458,696)
and experienced net cash outflows from operating activities of $1,282,341 (2021: $1,218,722). At 30
June 2022, the cash and cash equivalents balance was $2,177,922 (2021: $500,761).
The ability of the Group to continue as a going concern is principally dependent upon the ability of
the Company raising capital from equity and debt markets as completed during the year and
managing cashflow in line with available funds.
During the year, the Company raised $3,574,300 (2021: $2,233,833) from equity markets and the
exercise of options (before costs). The Company may need to raise further capital in order to fund
future exploration programs and investments.
The Directors have prepared a cash flow forecast, which indicates that the Group will have sufficient
cash flows to meet all currently forecasted commitments and working capital requirements for the
12 month period from the date of signing this financial report.
On the 1 August 2022 the Company announced the placement of 15 million fully paid ordinary shares
at $0.20 per share to raise $3m, with every two shares to be issued having an attaching unlisted
option exercisable at $0.25 and expiring three years from the date of issue. Funds raised from the
Placement and existing cash reserves allowed Lindian to announce on 15 August 2022 that it had
completed the first tranche payment of US$2.5m to acquire Rift Valley Resources Developments
Limited and its world class Kangankunde rare earths project in Malawi.
Based on the cash flow forecasts, and other factors referred to above, the directors are satisfied that
the going concern basis of preparation is appropriate. In particular, given the Company’s history of
raising capital to date, the Directors are confident of the Company’s ability to raise additional funds
as and when they are required.
28
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
However, if the Group is not successful in securing sufficient funds through capital raising or
exercise of options, there is a material uncertainty that may cast significant doubt on whether the
Group is able to continue as a going concern and as to whether the Group will be able to realise its
assets and extinguish its liabilities in the normal course of business and at amounts stated in the
financial statements.
The financial statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or to the amount and classification of liabilities that might
result should the Group be unable to continue as a going concern and meet its debts as and when
they fall due.
Parent entity information
(b)
In accordance with the Corporations Act 2001, these financial statements present the results of the
Group only. Supplementary information about the parent entity is disclosed in note 25.
Compliance statement
(c)
Australian Accounting Standards set out accounting policies that the AASB has concluded would
result in a financial report containing relevant and reliable information about transactions, events
and conditions. Compliance with Australian Accounting Standards ensures that the financial
statements and notes also comply with International Financial Reporting Standards.
Adoption of new and revised standards
(d)
Accounting Standards and Interpretations applicable to 30 June 2022
In the year ended 30 June 2022, the Directors have reviewed all new and revised Standards and
Interpretations issued by the AASB that are relevant to the Group and effective for the current annual
reporting period. The overall impact on the Group’s reported results for the year was nil.
Application of new and revised Accounting Standards and Interpretations not yet effective
The following relevant accounting standards have recently been issued or amended but are not yet
effective and have not been adopted for this year-end reporting period.
Reference
AASB1, AASB 3, AASB
9, AASB 116, AASB 137
& AASB 141
AASB 101
AASB 101
AASB 7, AASB 101,
AASB 108, AASB 134,
AASB PS2
Title
Application
AASB 2020-3 Annual Improvements 2018-2020
and Other Amendments
AASB 2020-1 Classification of Liabilities as
Current or Non-current
AASB 2020-6 Classification of Liabilities as
Current or Non-current – deferral of effective date
1 January 2023
1 January 2023
1 January 2023
AASB 2021-2 Disclosure of accounting policies and
definition of accounting estimates
1 January 2023
These standards mandatorily apply to the annual reporting periods commencing on or after 1
January 2023 and will first apply to the Company in the financial year commencing 1 July 2023.
The likely impact of these accounting standards on the Company’s financial statements has not
been determined but is not expected to have a material impact on the Company’s financial position
or its performance.
Basis of consolidation
(e)
The consolidated financial statements comprise the financial statements of Lindian Resources
Limited and its subsidiaries as at 30 June each year (‘the Company’). Subsidiaries are all those
entities (including special purpose entities) over which the Company has control.
29
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
The Company controls an entity when the company is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to
direct the activities of the entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
Company, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions,
income and expenses and profit and losses resulting from intra-company transactions have been
eliminated in full. Subsidiaries are fully consolidated from the date on which control is obtained by
the Company and cease to be consolidated from the date on which control is transferred out of the
Company.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The
acquisition method of accounting involves recognising at acquisition date, separately from
goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest
in the acquiree. The identifiable assets acquired, and the liabilities assumed are measured at their
acquisition date fair values.
The difference between the above items and the fair value of the consideration (including the fair
value of any pre-existing investment in the acquiree) is goodwill or a discount on acquisition.
A change in the ownership interest of a subsidiary that does not result in a loss of control is
accounted for as an equity transaction.
Foreign currency translation
(f)
Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using
the currency of the primary economic environment in which the entity operates (‘the functional
currency’). The functional and presentation currency of Lindian Resources Limited is Australian
Dollars. The functional currency of the Group’s subsidiaries is the local currency in which each entity
operates. Refer note 17.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income.
Group entities
The results and financial position of all the Company entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
assets and liabilities for each statement of financial position presented are translated at
the closing rate at the date of that statement of financial position;
income and expenses for each statement of comprehensive income are translated at
average exchange rates (unless this is not a reasonable approximation of the rates
prevailing on the transaction dates, in which case income and expenses are translated at
the dates of the transactions); and
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of any net investment in foreign
entities are taken to foreign currency translation reserve. When a foreign operation is sold or any
borrowings forming part of the net investment are repaid, a proportionate share of such exchange
differences are recognised in profit or loss, as part of the gain or loss on sale where applicable.
30
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Impairment of non-financial assets
(g)
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is
the higher of its fair value less costs to sell and its value in use and is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from
other assets of the Group and the asset's value in use cannot be estimated to be close to its fair
value. In such cases the asset is tested for impairment as part of the cash generating unit to which
it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable
amount, the asset or cash-generating unit is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses relating to continuing operations are
recognised in the statement of comprehensive income.
An assessment is also made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognised. If that is the case the carrying amount of
the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior years. Such reversal is recognised in profit or loss.
After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s
revised carrying amount, less any residual value, on a systematic basis over its remaining useful
life.
Deferred exploration and evaluation expenditure
(h)
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 nexus with a particular area of interest.
Each area of interest is limited to a size related to a known or probable mineral resource capable of
supporting a mining operation.
Exploration and evaluation expenditure for each area of interest is carried forward as an asset
provided that one of the following conditions is met:
such costs are expected to be recouped through successful development and exploitation
of the area of interest or, alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not yet reached a stage
which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in relation to the area are
continuing.
Expenditure which fails to meet the conditions outlined above is written off. Furthermore, the
Directors regularly review the carrying value of exploration and evaluation expenditure and make
write downs if the values are not expected to be recoverable.
Identifiable exploration assets acquired are recognised as assets at their cost of acquisition, as
determined by the requirements of AASB 6 Exploration for and Evaluation of Mineral Resources.
Exploration assets acquired are reassessed on a regular basis and these costs are carried forward
provided that at least one of the conditions referred to in AASB 6 is met.
31
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an
exploration asset acquired, is accounted for in accordance with the policy outlined above for
exploration expenditure incurred by or on behalf of the entity.
Acquired exploration assets are not written down below acquisition cost until such time as the
acquisition cost is not expected to be recovered.
When an area of interest is abandoned, any expenditure carried forward in respect of that area is
written off.
Expenditure is not carried forward in respect of any area of interest/mineral resource unless the
Group’s rights of tenure to that area of interest are current.
Trade and other receivables
(i)
Trade receivables, which generally have 30 – 90 day terms, are recognised and carried at original
invoice amount less an allowance for any uncollectible amounts.
The Group measures the loss allowance for trade and other receivables at an amount equal to
lifetime expected credit loss. The expected credit losses on trade and other receivables are
estimated with reference to past default experience of the debtor and an analysis of the debtor’s
current financial position, adjusted for factors that are specific to the debtor, general economic
conditions of the industry in which the debtor operates and an assessment of both the current and
the forecast direction of conditions at the reporting date.
The Group writes off a trade receivable when there is information indicating that the debtor is in
severe financial difficulty and there is no realistic prospect of recovery; for example, when the debtor
has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade
receivables are over two years past due, whichever occurs earlier.
Bad debts are written off when identified.
Cash and cash equivalents
(j)
Cash and cash equivalent in the statement of financial position include cash on hand, deposits held
at call with banks and other short term highly liquid investments with original maturities of three
months or less. Bank overdrafts are shown as current liabilities in the statement of financial
position. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash
and cash equivalents as described above and bank overdrafts.
Property, plant & equipment
(k)
Each asset of property, plant and equipment is carried at cost, less where applicable, any
accumulated depreciation and impairment losses. Plant and equipment are measured on the cost
basis less depreciation and impairment losses.
Plant and equipment
Plant and Equipment is shown at cost less subsequent depreciation for plant and equipment.
Depreciation
Items of plant and equipment are depreciated using the diminishing value method over their
estimated useful lives to the consolidated entity. The depreciation rates used for this class of asset
for the current period is as follows:
•
Plant and Equipment
20%
Assets are depreciated from the date the asset is ready for use. The assets’ residual values and
useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying
amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. The recoverable amount is assessed on the basis of
expected net cash flows that will be received from the assets continual use or subsequent disposal.
32
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
The expected cash flows have been discounted to their present value in determining the recoverable
amount. Gains and losses on disposals are determined by comparing proceeds with the carrying
amount. These gains and losses are included in the consolidated statement of profit or loss and
other comprehensive income. When re-valued assets are sold, amounts included in the revaluation
reserve relating to that asset are transferred to accumulated losses.
Provisions
(l)
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognised as a separate asset but only when the reimbursement is
virtually certain. The expense relating to any provision is presented in the statement of
comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money, and where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised
as a finance cost.
Trade and other payables
(m)
Liabilities for trade creditors and other amounts are measured at amortised cost, which is the fair
value of the consideration to be paid in the future for goods and services received that are unpaid,
whether or not billed to the Group.
Income tax
(n)
Deferred income tax is provided for on all temporary differences at balance date between the tax
base of assets and liabilities and their carrying amounts for financial reporting purposes.
No deferred income tax will be recognised from the initial recognition of goodwill or of an asset or
liability, excluding a business combination, where there is no effect on accounting or taxable profit
or loss.
No deferred income tax will be recognised in respect of temporary differences associated with
investments in subsidiaries if the timing of the reversal of the temporary difference can be
controlled and it is probable that the temporary differences will not reverse in the near future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is
realised, or liability is settled. Deferred tax is charged or credited in the statement of comprehensive
income except where it relates to items that may be charged or credited directly to equity, in which
case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of
unused tax assets and unused tax losses to the extent that it is probable that future tax profits will
be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account, or which may be realised in the future is based on tax
rates (and tax laws) that have been enacted or substantially enacted at the balance date and the
anticipation that the Group will derive sufficient future assessable income to enable the benefit to
be realised and comply with the conditions of deductibility imposed by the law.
The carrying amount of deferred tax assets is reviewed at each balance date and only recognised to
the extent that sufficient future assessable income is expected to be obtained.
33
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Income taxes relating to items recognised directly in equity are recognised in equity and not in the
statement of comprehensive income.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred tax assets and liabilities
relate to the same taxable entity and the same taxation authority.
Issued capital
(o)
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Revenue
(p)
Revenue is recognised to the extent that control of the goods or services has passed, and it is
probable that the economic benefits will flow to the Group and the revenue is capable of being
reliably measured. The following specific recognition criteria must also be met before revenue is
recognised:
Interest income
Revenue is recognised as the interest 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.
Segment information
(q)
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker, who is responsible for
allocating resources and assessing performance of the operating segments, has been identified as
the Board of Directors of Lindian Resources Limited.
(r)
Earnings per share
Basic earnings/loss per share
Basic earnings/loss per share is calculated by dividing the profit or loss attributable to equity
holders of the Company, excluding any costs of servicing equity other than dividends, by the
weighted average number of ordinary shares, adjusted for any bonus elements.
Diluted earnings/loss per share
Diluted earnings/loss per share is calculated as net profit or loss attributable to members of the
Company, adjusted for:
the costs of servicing equity (other than dividends);
the after-tax effect of dividends and interest associated with dilutive potential ordinary
shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result
from the dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares,
adjusted for any bonus elements.
Goods and services tax (“GST”)
(s)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian Tax Office. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the statement of financial position are shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the Australian Tax Office is included as part
of receivables or payables in the statement of financial position.
34
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST
component of investing and financing activities, which are disclosed as operating cash flows.
Share based payment transactions
(t)
The Group provides benefits to individuals acting as and providing services similar to employees
(including Directors) of the Group in the form of share based payment transactions, whereby
individuals render services in exchange for shares or rights over shares (“Equity Settled
Transactions”).
There is currently an Employee Share Option Plan (ESOP) in place, which provides benefits to
Directors and individuals providing services similar to those provided by an employee.
The cost of these equity settled transactions with employees is measured by reference to the fair
value at the date at which they are granted. The fair value is determined by using the Black Scholes
formula, taking into account the terms and conditions upon which the instruments were granted.
In valuing equity settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Lindian Resources Limited (“Market Conditions”).
The cost of the equity settled transactions is recognised, together with a corresponding increase in
equity, over the period in which the performance conditions are fulfilled, ending on the date on which
the relevant employees become fully entitled to the award (“Vesting date”).
The cumulative expense recognised for equity settled transactions at each reporting date until
Vesting Date reflects (i) the extent to which the vesting period has expired and (ii) the number of
awards that, in the opinion of the Directors of the Group, will ultimately vest. This opinion is formed
based on the best available information at balance date. No adjustment is made for the likelihood
of the market performance conditions being met as the effect of these conditions is included in the
determination of fair value at grant date. The statement of comprehensive income charge or credit
for a period represents the movement in cumulative expense recognised at the beginning and end
of the period. No expense is recognised for awards that do not vest, except for awards where vesting
is conditional upon a market condition.
Where the terms of an equity settled award are modified, as a minimum an expense is recognised
as if the terms had not been modified. In addition, an expense is recognised for any increase in the
value of the transaction as a result of the modification, as measured at the date of the modification.
Where an equity settled award is cancelled, it is treated as if it had vested on the date of the
cancellation, and any expense not yet recognised for the award is recognised immediately. However,
if a new award is substituted for the cancelled award and designated as a replacement award on the
date that it is granted, the cancelled and new award are treated as if they were a modification of the
original award, as described in the previous paragraph.
The cost of equity-settled transactions with non-employees is measured by reference to the fair
value of goods and services received unless this cannot be measured reliably, in which case the cost
is measured by reference to the fair value of the equity instruments granted.
Comparative figures
(u)
When required by Accounting Standards, comparatives have been adjusted to conform to changes
in presentation for the current financial year.
Fair value measurement
(v)
When an asset or liability, financial or non-financial, is measured at fair value for recognition or
disclosure purposes, the fair value is based on the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date; and assumes that the transaction will take place either: in the principle market;
or in the absence of a principal market, in the most advantageous market.
35
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Fair value is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming they act in their economic best interest. For non-financial assets, the fair
value measurement is based on its highest and best use. Valuation techniques that are appropriate
in the circumstances and for which sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value
hierarchy that reflects the significance of the inputs used in making the measurements.
Classifications are reviewed each reporting date and transfers between levels are determined based
on a reassessment of the lowest level input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when
internal expertise is either not available or when the valuation is deemed to be significant. External
valuers are selected based on market knowledge and reputation. Where there is a significant change
in fair value of an asset or liability from one period to another, an analysis is undertaken, which
includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
Critical accounting estimates and judgements
(w)
Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the entity
and that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are discussed below.
Capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a
number of factors, including whether the Group decides to exploit the related lease itself or, if not,
whether it successfully recovers the related exploration and evaluation asset through sale.
Factors which could impact the future recoverability include the level of proved, probable and
inferred mineral resources, future technological changes which could impact the cost of mining,
future legal changes (including changes to environmental restoration obligations) and changes to
commodity prices.
To the extent that capitalised exploration and evaluation expenditure is determined not to be
recoverable in the future, this will reduce profits and net assets in the period in which this
determination is made. In addition, exploration and evaluation expenditure is capitalised if
activities in the area of interest have not yet reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves.
To the extent that it is determined in the future that this capitalised expenditure should be written
off, this will reduce profits and net assets in the period in which this determination is made.
Share based payment transactions
The Group measures the cost of equity settled transactions with employees or external parties
subject to certain criteria, by reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using the Black Scholes formula, taking into
account the terms and conditions upon which the instruments were granted.
Borrowings
(x)
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer
settlement for at least 12 months after the balance sheet date. Borrowings are initially recognised at
fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is recognised in profit or
loss over the period of the borrowings using the effective interest method.
36
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Business combinations
(y)
A business combination is a transaction or other event in which an acquirer obtains control of one
or more businesses and results in the consolidation of the assets and liabilities acquired. Business
combinations are accounted for by applying the acquisition method.
The consideration transferred is the sum of the acquisition date fair values of the assets transferred,
equity instruments issues or liabilities incurred by the acquirer to former owners of the acquiree.
Deferred consideration payable is measured at its acquisition date fair value. Contingent
consideration to be transferred by the acquirer is recognised at the acquisition date fair value. At
each reporting date subsequent to the acquisition, contingent consideration payable is measured
at its fair value with any changes in the fair value recognised in profit or loss unless the contingent
consideration is classified as equity, in which case the contingent consideration is carried at its
acquisition date fair value.
Goodwill is recognised initially at the excess of: (a) the aggregate of the consideration transferred,
the fair value of the non-controlling interest, and the acquisition date fair value of the acquirer’s
previously held equity interest (in case of step acquisition); over (b) the net fair value of the
identifiable assets acquired and liabilities assumed.
If the net fair value of the acquirer's interest in the identifiable assets acquired and liabilities
assumed is greater than the aggregate of the consideration transferred, the fair value of the non-
controlling interest, and the acquisition date fair value of the acquirer’s previously held equity
interest, the difference is immediately recognised as a gain in the profit or loss.
Acquisition related costs are expensed as incurred. When an asset acquisition does not constitute
a business combination, the assets and liabilities are assigned a carrying amount based on their
fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired
assets and assumed liabilities, as the initial recognition exemption for deferred tax under AASB 112
Income Taxes applies. No goodwill will arise on the acquisition.
37
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Segment Information
3.
AASB 8 Operating Segments requires operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the Chief Operating Decision
Maker in order to allocate resources to the segment and to assess its performance.
For management purposes, the Group is organised into one main operating segment, being
exploration of mineral projects and in four geographical areas, being Tanzania (gold and bauxite),
Guinea (bauxite), Malawi (rare earths elements) and Australia (corporate office).
30 June 2022
Revenue
Interest income
Other income
Total segment revenue
Expenditure
Depreciation expense
Impairment of exploration
and evaluation assets
Exploration and evaluation
expenses
Finance costs
Other expenses
Total segment expenditure
Loss before income tax
SEGMENT ASSETS
Property, plant & equipment
Exploration & evaluation
Other assets
Segment operating assets
Total segment assets
30 June 2022
SEGMENT LIABILITIES
Segment operating
liabilities
Total segment liabilities
Movement in non-current
assets
Tanzania
$
Guinea
$
Malawi
$
Australia
$
Total
$
-
-
-
-
-
34,394
-
-
-
-
-
-
-
11,970
46,364
(46,364)
-
23,239
23,239
(23,239)
-
-
-
-
-
-
-
-
-
-
-
10
-
10
-
10
-
10
3,932
3,932
-
34,394
8,975
1,082,645
1,095,552
(1,095,542)
8,975
1,117,854
1,165,145
(1,65,145)
-
-
4,835
4,835
4,835
105,429
4,085,186
285,370
4,475,986
4,475,986
-
766,634
-
766,634
766,634
-
-
2,245,795
2,245,795
2,245,795
105,429
4,851,820
2,536,001
7,493,250
7,493,250
Tanzania
$
Guinea
$
Malawi
$
Australia
$
Total
$
7,970
7,970
-
-
-
-
219,455
219,455
227,424
227,424
-
733,376
103,782
(3,934)
833,224
38
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Tanzania
$
Guinea
$
Malawi
$
Australia
$
Total
$
-
-
-
-
53,838
-
120,508
174,346
(174,346)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
63
34,995
35,058
63
34,995
35,058
4,915
-
4,915
53,838
837
837
1,313,656
1,434,164
-
-
-
-
1,319,408
(1,284,350)
1,493,754
(1,458,696)
-
-
8,358
8,358
8,358
109,362
3,657,073
85,536
3,851,971
3,851,971
-
662,852
-
662,852
662,852
-
-
439,177
439,177
439,177
109,362
4,319,925
533,071
4,962,358
4,962,358
5,787
5,787
(30,741)
-
-
2,450,505
-
-
16,807
300,331
300,331
23,826
306,118
306,118
2,460,397
30 June 2021
Revenue
Interest income
Other income
Total segment revenue
Expenditure
Depreciation expense
Impairment of exploration
and evaluation assets
Finance costs
Other expenses
Total segment expenditure
Loss before income tax
SEGMENT ASSETS
Property, plant & equipment
Exploration & evaluation
Other assets
Segment operating assets
Total segment assets
SEGMENT LIABILITIES
Segment operating liabilities
Total segment liabilities
Movement in non-current
assets
4.
Other Expenses
Accounting, audit and tax fees
Insurance
Legal fees
Listing and share registry costs
Travel
Printing and Stationery
Marketing and corporate advisor fees
Salary and superannuation
Other
Total other expenses
2022
$
254,889
45,145
106,762
76,255
8,499
124
77,702
-
241,878
811,254
2021
$
226,239
35,290
93,618
49,037
2,393
2,328
132,202
84,679
478,076
1,103,862
39
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
5.
Income Tax
Income tax expense
Major component of tax expense/(benefit) for the year:
Current tax
Deferred tax
2022
$
2021
$
-
-
-
-
-
-
-
-
Numerical reconciliation between aggregate tax expense recognised in the statement of
comprehensive income and tax expense calculated per the statutory income tax rate.
2022
$
2021
$
A reconciliation between tax expense and the product of
accounting loss before income tax multiplied by the
Group’s applicable tax rate is as follows:
Total loss before income tax expense
(1,165,145)
(1,862,151)
Tax at the group rate of 30% (2020: 30%)
Non-deductible expenses
Non-assessable income
Movement in unrecognised temporary differences
Income tax benefit not brought to account
Income tax benefit
Unrecognised deferred tax balances:
The following deferred tax assets and liabilities have not
been brought to account:
Deferred tax assets
Losses available for offset against future taxable income -
revenue
Other deferred tax balances
2022
$
(341,696)
382,351
-
(31,222)
(9,433)
-
-
4,676,069
168,665
4,844,734
2021
$
(437,609)
339,930
-
(588,975)
686,654
-
-
4,784,460
137,442
4,921,902
The benefit for tax losses will only be obtained if:
(i) the Group derives future assessable income in Australia of a nature and of an amount
sufficient to enable the benefit from the deductions for the losses to be realised;
(ii) the Group continues to comply with the conditions for deductibility imposed by tax
legislation in Australia; and
(iii) no changes in tax legislation in Australia, adversely affect the Group in realising the benefit
from the deductions for the losses
40
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
6.
Cash and Cash Equivalents
Reconciliation of operating loss after tax to the net cash
flows from operations:
Loss after tax
(1,165,145)
(1,458,696)
2022
$
2021
$
Non-cash items
Depreciation and impairment charges
Foreign currency (gain)/loss
Impairment of exploration and evaluation assets
Change in assets and liabilities
Trade and other receivables
Trade and other payables
Provisions
Net cash outflow from operating activities
Reconciliation of cash:
Cash at bank
3,932
(47,347)
34,394
(20,507)
(87,669)
(1,282,341)
2022
$
4,915
31,668
53,838
26,246
123,307
-
(1,218,722)
2021
$
2,177,922
2,177,922
500,761
500,761
Cash at bank earns interest at floating rates based on daily bank deposit rates.
7.
Trade and Other Receivables - Current
GST receivable
Other receivable
2022
$
6,000
25,472
31,472
2021
$
9,660
966
10,626
Goods and services tax is non-interest bearing and generally receivable on 30 day terms. They are
neither past due nor impaired. The amount is fully collectible. Due to the short-term nature of these
receivables, their carrying value is assumed to approximate their fair value.
8.
Prepayments
Prepaid expenditure
2022
$
21,337
21,337
2021
$
21,677
21,677
41
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
9.
Deferred Exploration and Evaluation Expenditure
2022
$
2021
$
Exploration and evaluation phase – at cost
At beginning of the year
Exploration expenditure during the year settled by cash
Exploration acquired – Lelouma Bauxite Project (refer Note
16)
Exploration acquired – Woula Bauxite Project (refer Note 16)
Impairment expense1
Foreign exchange movement
Total exploration and evaluation
4,319,932
563,419
-
-
(34,394)
308,132
5,157,090
1,938,156
573,820
1,070,846
782,728
(53,838)
8,220
4,319,932
The deferred exploration and evaluation expenditure consists of expenditure on the Group’s
Kangankunde Rare Earths Project in Malawi and the Gaoual, Lelouma and Woula Bauxite Projects in
Guinea. The recoupment of costs carried forward in relation to areas of interest in the exploration
and evaluation phases is dependent on the successful development and commercial exploitation
or sale of respective areas. The now resolved dispute regarding the Kangankunde Rare Earths Project
in Malawi removes the material uncertainty regarding the recoverability of the project identified in
the 30 June 2021 Annual Report.
1 The impairment expense for the year ended 30 June 2022 comprises an impairment of $34,394
against the Group’s Hapa Gold Projects in Tanzania (2021: $53,838). The Group is now focussed on
the Bauxite Projects in Guinea and the Kangankunde Rare Earth Project in Malawi.
10.
Plant and Equipment
Plant and equipment – at cost
Accumulated depreciation
Net book amount
Balance at the beginning of the year
Acquisitions
Depreciation expense
Balance at the end of the year
11.
Trade and Other Payables
Trade payables and accruals
2022
$
138,536
(33,107)
105,429
109,362
-
(3,933)
1,05,429
2022
$
218,449
218,449
2021
$
138,536
(29,174)
109,362
30,741
83,536
(4,915)
109,362
2021
$
306,118
306,118
Trade creditors, other creditors and goods and services tax are non-interest bearing and generally
payable on 30-day terms. Due to the short-term nature of these payable, their carrying value is
assumed to approximate their fair value.
42
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
12.
Borrowings
Short term debt
Balance at the beginning of the year
Drawdown of loan from Chairman related entity
Repayment of borrowings
Finance Charges
Repayment of finance charges
Balance at the end of the year
Reconciliation of changes in liabilities from financing activities
Balance at the beginning of the year
Non-cash repayment of debt
Changes in liabilities from operating activities
Finance costs
Changes in liabilities from financing activities
Proceeds from borrowings
Repayment of borrowings
Balance at the end of the year
2022
$
-
300,000
(300,000)
8,975
-
8,975
2022
$
-
-
8,975
300,000
(300,000)
8,975
2021
$
10,790
(10,790)
-
-
2021
$
10,790
-
-
-
(10,790)
-
On 29 October 2021, the Company announced that it had entered on 21 October 2021 into an
unsecured $300,000 loan facility on an arms-length basis with Kabunga Holdings Pty Ltd, an entity
associated with the Chairman for a two (2) month term maturing on 21 December 2021 and interest
payable at 7% per annum equivalent (non-compounding). On 25 November 2021, the Company
announced that loan term had been extended by mutual agreement until the date of shareholder
approval for issuance of 10,000,000 shares at 3 cents per share to Kabunga Holdings Pty Ltd by way
of repayment of the loan in full. Shareholder approval was obtained, interest repaid and the shares
issued/loan matured on 29 March 2022.
13.
Share Capital
a) Share capital
Ordinary shares fully paid
2022
$
2021
$
38,964,460
38,964,460
35,450,160
35,450,160
43
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
b) Movement in shares on issue
2022
number
2022
$
2021
number
2021
$
Balance at the beginning of the year
Shares issued – placement November
2020
Issue of shares as part of consideration
for Woula Bauxite Project (refer Note 18)
Issue of shares in consideration for
Lelouma Bauxite Project (refer Note 18)
Shares issued – placement Dec 2021
Shares issued to Chairman in lieu of
loan repayment – March 2022
Shares issued – placement June 2022
Shares issued – in lieu of invoice for
services to third party
Exercise of options
Cash received for option exercise
Less fundraising costs
Balance at the end of the year
747,935,771
35,450,160 581,949,624 32,424,788
-
-
-
-
61,349,694
1,000,000
12,269,939
245,399
-
24,000,000
-
720,000
30,674,847
-
613,497
-
10,000,000
20,000,000
300,000
2,000,000
-
-
-
-
600,000
26,715,000
-
-
60,000
534,300
20,000
(120,000)
829,250,771 38,964,460
-
61,691,667
-
-
747,935,771
-
1,233,833
-
(67,357)
35,450,160
c) Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the
Company, to participate in the proceeds from sale of all surplus assets in proportion to the number
of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in
person or proxy, at a meeting of the Company.
d) Capital risk management
The Group’s capital comprises share capital, reserves less accumulated losses amounting to a
surplus of $7,265,826 at 30 June 2022 (2021: surplus of $4,656,240). The Group manages its capital
to ensure its ability to continue as a going concern and to optimise returns to its shareholders.
e) Share options
At 30 June 2022, there were 94,172,347 unissued ordinary shares under option (2021: 110,887,347
options).
As at the date of this report, there were 97,576,105 unissued ordinary shares under options. The
details of the options at the date of this report are as follows:
Number
7,500,000
10,000,000
29,141,105
50,935,000
Exercise Price $
Expiry Date
0.25
0.12
0.032
0.02
3 August 2025
6 June 2025
28 September 2023
20 November 2022
No option holder has any right under the options to participate in any other share issue of the
company or any other entity.
A total of 10,000,000 (2021: 30,674,847) options were issued during the year, 26,715,000 options were
exercised (2021: 61,691,667) during the year and no options expired (2021: 80,333,334) during the
year.
44
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
The movement in options is set out below.
At beginning of period
Options expired
Options issued – free attaching
Options – previous director (now lapsed)
Options exercised during the period
At end of period
2022
number
2021
number
110,887,347
-
10,000,000
-
(26,715,000)
94,172,347
222,237,501
(70,333,334)
30,674,847
(10,000,000)
(61,691,667)
110,887,347
f) Performance shares & rights
At 30 June 2022, there were 30,000,000 performance rights on issue (2021: 30,000,000) performance
shares and rights).
The details of the performance shares are as follows:
Number
Expiry
Vesting conditions
12,500,000
24 months after
Completion as defined in
the 2019 Notice of Annual
General Meeting
17,500,000
24 months after
Completion of the Guinea
Bauxite Agreement as
defined in the 2019
Notice of Annual General
Meeting
Conditional on the Company identifying and
establishing an initial JORC Code compliant resource
containing a minimum of 65million tonnes with an
average grade greater than 45% AI203 with less than
5% SI02 reactive silica being defined in relation to
the Gaoual Bauxite Project and announced on ASX.
Conditional on the Company completing a
Preliminary Feasibility Study in relation to the Gaoual
Bauxite Project.
The movement in performance shares and rights are set out below. No performance rights vested
during the period.
2022
$
2021
$
At beginning of period – Class B Performance shares
30,000,000
25,000,000
At beginning of period – Performance Rights
Performance shares expired – Class B (expired 6 December
2020)
At end of period
-
30,000,000
-
30,000,000
(25,000,000)
30,000,000
Each Performance Right converts into 1 share for nil consideration. Both Milestones expire 24
months after Completion of the Guinea Bauxite Agreement.
The Performance Rights have been issued, following shareholder approval, however the parties to
the agreement for Lindian to earn an initial 51% interest in the Gaoual Bauxite Project have not yet
agreed that the condition precedent to spend US$1 million on the Project has been met. Upon
achieving this agreement, Lindian will acquire a 51% controlling interest in Guinea Bauxite Pty
Limited (currently a third party to the Group). As at the date of acquiring the 51% interest, the Group
must spend a further US$2 million within 2 years in order to earn a cumulative 75% interest. No
value has been assigned to the performance rights as achievement of the vesting conditions has
not been deemed probable, at the date of this report given the issue of such rights (albeit issued) is
contingent on the acquisition of the beforementioned interests (2021: nil).
45
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
14.
Reserves
Share based payments reserve
Option reserve
Foreign currency translation reserve
Movement in reserves
Share based payments reserve
Balance at the beginning of the year
Recognition of share-based payments for options issued
for / to
Consultancy fees
Other personnel
Balance at the end of the year
2022
$
5,609,570
4,106,626
263,020
9,979,216
2021
$
5,609,570
4,106,626
20,085
9,736,281
2022
$
2021
$
5,609,570
5,609,570
-
-
5,609,570
-
-
5,609,570
2021
$
4,106,626
4,106,626
2021
$
1,270
18,815
20,085
The share-based payment reserve is used to record the fair value of options issued.
Option reserve
Balance at the beginning of the year
Balance at the end of the year
2022
$
4,106,626
4,106,626
The option reserve is used to record the premium paid on the issue of listed options.
Foreign currency translation reserve
Balance at the beginning of the year
Exchange difference on translation of foreign operation
attributable to owners of Lindian Resources Limited
Balance at the end of the year
2022
$
20,085
242,935
263,020
The foreign currency translation reserve is used to record exchange differences arising on
translation of foreign controlled entities. The reserve is recognised in profit and loss when the net
investment is disposed of.
15.
Accumulated Losses
At beginning of the year
Loss for the year attributable to owners of Lindian
Resources Limited
Balance at the end of the year
2022
$
2021
$
40,929,235
1,162,575
42,091,810
39,534,368
1,394,867
40,929,235
46
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
16.
Asset Acquisitions
Year ended 30 June 2022
There were no asset acquisitions completed during the year ended 30 June 2022.
At the end of May 2022, the Company reached an out of court settlement in relation to the dispute
with Rift Valley Resource Developments Ltd and the late Michael Saner regarding the Kangankunde
project in Malawi. The terms of the settlement required the Company to withdraw its appeal in
regard to the dispute in exchange for a period of exclusivity to negotiate the binding terms of an
acquisition by the Company to acquire 100% of the share capital of Rift Valley Resource Development
Ltd, subject to shareholder approval.
Year ended 30 June 2021
On 26 November 2020, the Company completed the Lelouma Project acquisition via acquisition
of 75% of Bauxite Holdings Limited (formerly Sarmin Bauxite Limited) a private company that holds
the rights for the Lelouma Bauxite Project via its 100% owned subsidiary Lelouma Bauxite Guinea
SARL (formerly Sarmin Bauxite Guinea SARL), located in the Republic of Guinea.
The Company issued 30,674,847 fully paid ordinary shares with a fair value of 2 cents per share to
two of Lelouma’s existing shareholders, Sarmin Mining Inc. (or nominee) (19,598,160 shares)
and Kanberra Resources Limited (or nominee) (11,076,687 shares) following shareholder approval
granted at the Company’s 20 November 2020 Annual General Meeting.
Non-cash consideration of 19,598,160 shares issued to Sarmin Mining Inc.
Non-cash consideration of 11,076,687 shares issued to Kanberra Resources Limited
Add: Transaction costs
Total purchase consideration
Assets and liabilities acquired
$
391,963
221,534
80,079
693,576
The purchase price has been allocated to the fair value of the assets and liabilities acquired as
follows:
Recognised on
acquisition at fair value
$
Assets and liabilities held at acquisition date:
- Exloration and evaluation
- Prepayments
- Cash and cash equivalents
- Reimbursement – Sarmin Mining Inc (vendor related entity)
- Accounts payable and accruals
- Non-controlling interest
Net identifiable assets acquired
Total purchase consideration
1,070,846
52,183
3,503
(57,429)
(144,337)
(231,190)
693,576
693,576
47
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Woula Bauxite Project
On 16 December 2020, Lindian completed its agreement with Asena Holdings Pte Ltd (“Asena”) to
acquire the rights Asena has under a binding term sheet entered into with Woula Natural
Resources SARL ("Woula"); Entreprise Generale D’Entretien & Construction (“EGEC”), and
Mr Lancinet Dabo (“Dabo”), to acquire up to 61% of the issued capital in Woula (the entity that
holds the Woula Bauxite Project) in return for making a series of staggered cash payments over
nine months totalling US$150,000 to the existing shareholders of Woula (the “Transaction”).
In exchange for the novation of rights under the agreement, Asena received 12,269,939 Lindian
Shares (Consideration Shares). The terms of the agreement also envisages Lindian being able to
increase its interest in Woula to 75% if it elects to sole fund the completion of a JORC defined
Scoping Study for the Woula Bauxite Project, and that scoping study is completed within 18
months of acquiring its initial 61% interest in Woula.
Non-cash consideration of 12,269,939 shares issued to Asena
Cash consideration (US$150,000)1
Add: Transaction costs
Total purchase consideration
$
245,399
196,980
35,085
477,464
1As at 30 June 2021, US$100,000 had been paid with the remaining A$66,507 accrued at balance
date.
Assets and liabilities acquired
The purchase price has been allocated to the fair value of the assets and liabilities acquired as
follows:
Assets and liabilities held at acquisition date
- Exploration and evaluation
- Non-controlling interest
Net identifiable assets acquired
Total purchase consideration
Recognised on acquisition
at fair value
$
782,728
(305,264)
477,464
477,464
Non-controlling Interests
17.
The Group’s material non-controlling interests comprise a 49% non-controlling interest in Batan
Australia Pty Ltd, a 39% non-controlling interest in Woula Natural Resources SARL and a 25% non-
controlling interest in Sarmin Bauxite Limited.
Opening balance
Gain / (Loss) allocated to non-controlling interest
Other comprehensive loss allocated to non-
controlling interest
Non-controlling interest on acquisition
Closing balance
2022
$
399,034
(2,570)
17,496
-
413,960
2021
$
(93,436)
(63,829)
19,845
536,454
399,034
48
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
18.
Investments in Subsidiaries
The consolidated financial statements at 30 June 2022 incorporate the assets, liabilities and results
of the following subsidiaries:
Country of
Incorporation
2022
%
2021
%
West African Exploration Pty Ltd
West African Exploration Cameroon Ltd
Tangold Pty Ltd
Hapa Gold Limited13,14
Batan Australia Pty Ltd16
East Africa Bauxite Limited12,18
Lindian Guinea SARL4,7
Woula Natural Resources SARL3,8
Bauxite Holdings Limited2, 3
Lelouma Bauxite Guinea SARL3,5,6,9
Terminal Logistics & Holdings Pte Ltd3
Northern Rail Pte Ltd4
Guinea Bauxite Pty Ltd15
KB Bauxite Guinea SARL10,11,15
Australia
Cameroon
Australia
Tanzania
Australia
Tanzania
Guinea
Guinea
Mauritius
Guinea
Singapore
Singapore
Australia
Guinea
100%
100%
100%
100%
51%
51%
100%
61%
75%
75%
75%
100%
51%
51%
100%
100%
100%
100%
51%1
51%1
100%
61%
75%
75%6
75%
100%
-
-
1 Refer to note 18 for details of the acquisition of the subsidiaries.
2Formerly known as Sarmin Bauxite Limited; owns 100% of Lelouma Bauxite Guinea SARL
3Asset acquisitions during the financial year, refer note 18.
4Wholly owned newly incorporated entities during the financial year.
5Formally known as Sarmin Bauxite Guinea SARL. 6100% owned by Bauxite Holdings Limited 7Holds 61% interest in Woula
Natural Resources SARL. 8Holds the Woula Bauxite Project 9Holds the Lelouma Bauxite Project 10Holds the Gaoual Bauxite
Project 11100% owned by Guinea Bauxite Pty Ltd 12Holds the Lushoto & Pare Bauxite Project 13Holds the Uowa (Hapa) Gold
Project 14100% owned by Tangold Pty Ltd 15 Entities incorporated in relation to The Guinea Bauxite agreement, signed in
2019 which entitles the Company to a 51% controlling interest in the Gaoual Bauxite Project through the acquisition of 51% of
the ordinary fully paid share capital of Guinea Bauxite Pty Ltd (who owns 100% of KB Bauxite Guinea SARL, holder of the Gaoual
Project) at the point the parties agree US$1million has been spent (“stage 1”) and the acquisition of a further 24% interest
once an additional US$2million has been spent within 2 years (“stage 2”) of the acquisition of the 51% interest, cumulating
in an 75% ownership Despite the legal acquisition not having occurred for stage 1 , the accounting treatment represents
effective control having been gained during the year ended 30 June 2022.
16 Entities incorporated in relation to the Tanzania “earn-in” agreement whereby the Company acquired, effective 22 November
219, a Stage 1 51% interest in Batan Australia Pty Ltd (who owns 100% of East Africa Bauxite Limited, holder of the Lushuto &
Pare Projects (refer to ASX announcements dated 3 Aug 17, 11 Jan 18, 8 Oct 18 & 20 Mar 19 for further details).
Subsequent to year end 30 June 2022, additional subsidiaries were incorporated to enable the effective
transition of ownership in the Kungakande project in Malawi which had been subject to legal dispute which
resolved on 27 May 2022. Please refer to note 27 subsequent events for more information regarding the
incorporation of these entities.
49
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
19.
Loss per Share
Loss attributable to owners of Lindian Resources
Limited used in calculating basic and dilutive EPS
2022
$
2021
$
(1,165,145)
(1,394,867)
2022
Number
2021
Number
Weighted average number of ordinary shares used
in calculating basic and diluted earnings / (loss)
per share (*):
767,932,659
666,472,904
* There is no impact from the unissued shares (options and performance rights) outstanding at 30
June 2022 on the loss per share calculation because they are antidilutive. These instruments could
potentially dilute basic EPS in the future. There have been no transactions involving ordinary shares
or potential ordinary shares that would significantly change the number of ordinary shares or
potential ordinary shares outstanding between the reporting date and the date of completion of
these financial statements.
20.
Expenditure Commitments
Exploration commitments contracted for at reporting date but not recognised as liabilities are as
follows:
Within one year
After one year but not longer than 5 years
2022
$
143,260
-
143,260
2021
$
248,100
-
248,100
Gaoual Bauxite Project (KB Bauxite Guinea SARL)
In the prior year, the Company entered into an exclusive option to acquire an initial 51% interest
(Stage 1 Interest) in the project through spending US$1 million over 2 years from Completion (Stage
1 End Date) with rights to move to 75%. The parties to the agreement for Lindian to earn an initial
51% interest in the Gaoual Bauxite Project have not yet agreed that the condition precedent to spend
US$1 million on the Project has been met. Upon achieving this agreement, Lindian will acquire a 51%
controlling interest in Guinea Bauxite Pty Limited (currently a third party to the Group). As at the
date of acquiring the 51% interest, the Group must spend a further US$2 million within 2 years in
order to earn a cumulative 75% interest. As at 30 June 2022, the Group has spent $1,830,578 (2021:
$1,508,190) on the Gaoual Bauxite Project.
Tanzanian Bauxite Projects (Batan Australia Pty Limited)
During the year ended 30 June 2019, the Group acquired a 51% interest in Batan Australia Pty Ltd
(“Batan”) pursuant to a Farm-in and Joint Venture Agreement (“the Joint Venture Agreement”) dated
20 March 2019 through spending $400,000 on the project. Batan owns 100% of East Africa Bauxite
Limited, holder of the tenements for the Lushoto and Pare Bauxite Projects in Tanzania. As at 30
June 2022, the Group has spent $567,147 (2021: $506,746) on the Tanzanian Bauxite Projects.
The Group is required to spend a further $1,400,000 on the project tenements which includes
completion of a bankable Feasibility Study and issue 10 million shares at a deemed issue price of
$0.02 each to earn a further 24% interest in Batan (Stage 2 Interest). During the prior year the
Company announced its decision not to pursue the 75% Stage 2 interest and as per the agreement
the interest would revert to 49%.
Subsequent to this the new management team requested an extension of the notice period by 12
months, to enable a full and considered review of the project prior to any decisions being made. On
29 December 2020, an extension was granted such that the Group is required to give written notice,
on or before 31 December 2022, to elect to continue to sole fund the Project as described above to
acquire the Stage 2 interest.
50
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
If the Group chooses not to elect to sole fund the Project by proceeding to fund the Stage 2 farm in
expenditure, Lindian may give notice before 31 December 2022 to elect to dispose of its Stage 1
shareholders in existing proportion to their then interests for a total consideration of $1 on the
satisfaction of Lindian obtaining all necessary regulatory and shareholder approvals.
Auditor’s Remuneration
21.
The auditor of Lindian Resources Limited is HLB Mann Judd (2021: HLB Mann Judd).
Amounts received or due and receivable by the
auditor for :
an audit or review of the financial report of the
entity and any other entity in the Group
2022
$
23,750
23,750
2021
$
38,127
38,127
22. Key Management Personnel Disclosures
The aggregate compensation made to Directors and other Key Management Personnel of the Group
is set out below:
Short term employee benefits
Share based payments
Post-employment benefits (superannuation)
Reimbursements
Total remuneration
2022
$
306,600
-
-
-
306,600
2021
$
494,674
-
6,705
3,834
505,213
The Group has liabilities of $27,105 for unpaid Key Management Personnel remuneration at 30 June
2022 (2021: $78,883).
23. Related Party Disclosures
The ultimate parent entity is Lindian Resources Limited. Refer to note 17 for list of all subsidiaries
within the Group.
There were no related party transactions to report on for the period.
Financial Risk Management
24.
Exposure to interest rate, liquidity, and credit risk arises in the normal course of the Group’s
business. The Group does not hold or use derivative financial instruments.
The totals for each category of financial instruments, measured in accordance with AASB 9 as
detailed in the accounting policies to these financial statements, are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial Liabilities
Trade and other payables
Unearned income
Short term debt
2022
$
2,177,922
31,422
218,449
-
-
2021
$
500,761
10,626
306,118
-
-
The fair value of financial assets and liabilities at balance date approximate their carrying values.
51
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Financial Risk Management Policies
The board’s overall risk management strategy seeks to assist the consolidated group in meeting its
financial targets, while minimising potential adverse effects on financial performance. Its functions
include the review of future cash flow requirements.
Specific Financial Risk Exposure and Management
The main risks arising from the Group’s financial instruments are interest rate risk, credit risk and
liquidity risk.
a) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated
with financial liabilities.
The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating
requirements of the business and investing excess funds in highly liquid short-term investments.
The responsibility for liquidity risk management rests with the Board of Directors.
Alternatives for sourcing the Group’s future capital needs include the cash position and the issue of
equity instruments. These alternatives are evaluated to determine the optimal mix of capital
resources for our capital needs. We expect that, absent a material adverse change in a combination
of our sources of liquidity, present levels of liquidity along with future capital raisings will be
adequate to meet our expected capital needs.
Maturity analysis for financial liabilities
Financial liabilities of the Group comprise trade and other payables and borrowings. At 30 June 2021,
all trade and other payables and borrowings are expected to contractually mature within 30 days.
b) Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash
flows or the fair value of financial instruments.
The Group’s exposure to market risk for changes to interest rate risk relates primarily to its earnings
on cash and term deposits. The Group manages the risk by investing in short term deposits.
Cash and cash equivalents
2022
$
2021
$
2,177,922
500,761
At balance date the Group’s exposure to interest rate risk is not material.
c) Credit Risk Exposures
Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge
an obligation and cause the Group to incur a financial loss. The Group’s maximum credit exposure
is the carrying amounts on the statement of financial position. The Group holds financial
instruments with credit worthy third parties.
At 30 June 2022, the Group held cash at bank. These were held with a financial institution with a
rating from Standard & Poors of AA or above (long term). The Group has no past due or impaired
debtors as at 30 June 2021.
d) Foreign Currency Risk Exposures
The consolidated entity undertakes certain transactions denominated in foreign currency and is
exposed to foreign currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets
and financial liabilities denominated in a currency that is not the entity's functional currency. The
risk is measured using sensitivity analysis and cash flow forecasting. The foreign currency risk is
not material.
52
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
25. Share Based Payments
e) Recognised share-based payment transactions
Share based payment transactions recognised either as operating expenses in the statement of
comprehensive income, capital raising expenses in equity or exploration expenditure on the
statement of financial position as follows:
Operating expenses
Share based payment
Other Expenses – corporate advisor services,3
Exploration expenditure
Consideration for the Lelouma Bauxite Project1
Consideration for the Woula Bauxite Project2
Borrowings
Repayment of short-term borrowings
Equity
Issued capital1,2
Share-based payments reserve1,2
2022
$
-
120,000
120,000
-
-
-
(300,000)
300,000
-
300,000
-
300,000
2021
$
-
-
-
613,497
245,399
858,896
-
-
858,896
858,896
-
858,896
1. On 26 November 2020, the Company issued 11,076,687 and 19,598,160 shares to Kanberra Resources Limited and Sarmin Mining
Inc. as consideration for the acquisition of the Lelouma Bauxite Project. Refer Note 18.
2. On 13 April 2021, the Company issued 12,269,939 shares to Asena Holdings Pty Ltd in part consideration of the acquisition of the
Woula Bauxite Project. Refer Note 18.
3. On 6 June 2022, the Company issued 600,000 shares to Japan & China Holdings Pty Ltd in consideration of investor relations
services provided by them
There were no options issued as part of share-based payments during the year ended 30 June 2022
since the free attaching options issued as part of the June 22 placement were to a single third party
sophisticated investor. Details of the options on issue during the years ended 30 June 2022 and 30
June 2021 are set out below:
Grant Date Expiry Date Fair Value at
Valuation
Date
Exercise
Price
Number at
30 June 2021
Number
vested /
exercisable
at 30 June
2021
Number at
30 June
2022
Number
vested /
exercisable
at 30 June
2022
20 Nov 19
20 Nov 22
$0.0162
21 Nov 19
20 Nov 22
$0.0145
$0.02
$0.02
2,000,000
2,000,000
-
-
5,000,000
5,000,000
5,000,0001
5,000,0001
Total
5,000,000
1represents options issued to the Company’s broker Baker Young on 21 November 2019 as announced in the
2019 AGM notice of meeting.
5,000,000
7,000,000
7,000,000
53
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
The movement in options on issue during the current and previous year is reconciled as follows:
Options
Weighted
Average
Exercise Price
Weighted
Average Fair
Value
number
$
$
Weighted
Average
Contractual
Life
days
Options outstanding at 30 June 2020
62,000,001
$0.022
$0.0121
320
Issued during the year
Exercised during the year
Expired during the year
Options outstanding at 30 June 2021
Issued during the year
Exercised during the year
-
(20,000,000)
(35,000,001)
7,000,000
-
(2,000,000)
Options outstanding at 30 June 2022
(5,000,000)
-
$0.020
$0.023
$0.020
-
$0.020
$0.02
-
$0.0116
$0.0118
$0.0150
-
$0.0162
$0.0145
-
-
-
508
-
-
143
Parent Entity Information
26.
The following details relate to the parent entity, Lindian Resources Limited, as at 30 June 2022. The
information presented here has been prepared using consistent accounting policies as presented
in Note 2.
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net assets/(liabilities)
Issued capital
Reserves
Accumulated losses
Total equity
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
2022
$
2,226,702
4,888,316
7,115,018
210,053
210,053
6,904,965
38,958,461
9,716,196
2021
$
537,512
4,010,880
4,548,392
300,330
300,330
4,248,062
35,450,160
9,716,196
(41,769,692)
(40,918,294)
6,904,965
4,248,062
(851,398)
-
(851,398)
(1,284,350)
-
(1,284,350)
Guarantees
Lindian Resources Limited has not entered into any guarantees in relation to the debts of its
subsidiary.
Other Commitments and Contingencies
Refer to Note 19 and Note 28 for details of the parent company’s commitments and contingent
liabilities.
27. Dividends
No dividend was paid or declared by the Group in the period since the end of the financial year and
up to the date of this report. The Directors do not recommend that any amount be paid by way of
dividend for the financial year ended 30 June 2021. The balance of the franking account is Nil as at
30 June 2022 (2021: Nil).
54
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
28. Events Subsequent to Balance Date
Capital Structure
On 8 August 2022, the Company announced completion of a non-brokered placement of 15 million
fully paid ordinary shares at $0.20 per share to raise $3 million to a single sophisticated investor
with attaching free 7.5 million options expiring 8 March 2025 and with an exercise price of $0.25.
On the 29 August 2022 the Company announced the issue of 15 million performance rights and 22
million options exercisable at $0.10 before 29 August 2025, respectively to the Chief Executive Officer
Alistair Stephens (further details can be found under Service Agreements in the Directors Report)
and to as a share-based payment to a third party, in exchange for Investor Relations services. Both
issuances will be valued in accordance with accounting standards and their value reflected in the
accounting records of the company for the year ended 30 June 2023.
Other than the matters disclosed above, there have been no other material subsequent events
requiring disclosure up to the date of this report.
29. Contingent Consideration
Kangankunde Rare Earths Project
As disclosed in the prior year financial statements, Lindian commenced legal action in Malawi in
respect of an exclusive option agreement (the “Exclusive Option Agreement”) (“Agreement”),
announced to the ASX on 6 August 2018, entered into with Michael Saner (“Saner”) and Rift Valley
Resource Developments Limited (“RVR”) regarding the Kangankunde Rare Earths Project in Malawi
(“Project”).
After a number of altered hearing dates due to Covid 19, The Malawi Supreme Court of Appeal
scheduled an appeal hearing for 26 May 2022.
On 27 May 2022 the Company announced that it had reached an out-of-court settlement in regard
to dispute.
The settlement terms, which were disclosed as part of the announcement enable the company to
acquire a 100% interest in Rift Valley Resource Developments Limited (Rift Valley) and its
Kangankunde Rare Earths Project (Proposed Transaction) for a proposed purchase consideration of
US$30 million over four tranches.
On 15 August 2022, the Company announced that they had completed the first tranche payment in
accordance with the agreed terms (refer to the ASX announcement of 1 August 2022), with
shareholder approval for the acquisition subsequently obtained on 27 September 2022.
The four tranches are:
-
-
-
Tranche 1: US$2.5 million in cash payable as a non-refundable deposit upon the parties
legally binding share purchase agreement, shareholders
successfully executing a
agreement and escrow deed along with all necessary Malawi and Australian legal and
regulatory requirements (including ASX Listing Rule requirements) being satisfied with the
period of exclusivity.
Tranches 2 & 3: US$7.5 million and US$10 million in cash paid on the date which is 6 months
and 12 months respectively after the date the Tranche 1 payment was made.; at which date
respectively 33% of the shares on issue in Rift Valley would be transferred to the company.
Tranche 4: US$10 million payable paid on the earlier of:
iii.
iv.
the commencement of commercial production in respect of the Kungankunde Rare
Earths Project, or;
48 months after the date the Tranche 1 payment was made
At which time the remaining 34% of the shares on issue in Rift Valley would be transferred
to the company.
55
LINDIAN RESOURCES LTD
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Directors’ Declaration
In accordance with a resolution of the Directors of Lindian Resources Limited, I state that:
1). In the opinion of the Directors:
(a)
the financial statements and notes of the Group are in accordance with the
Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the financial position of the Group as at 30 June
2022 and of its performance, for the year ended on that date; and
complying with Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001.
there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they become due and payable; and
the financial statements and notes also comply with International Financial
Reporting Standards as disclosed in note 2(c).
(b)
(c)
2). This declaration has been made after receiving the declarations required to be made by the
director in accordance with sections 295A of the Corporations Act 2001 for the year ended 30 June
2022.
On behalf of the board
Asimwe Kabunga | Chairman
29 September 2022
56
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Lindian Resources Limited for
the year ended 30 June 2022, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
29 September 2022
N G Neill
Partner
57
INDEPENDENT AUDITOR’S REPORT
To the Members of Lindian Resources Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Lindian Resources Limited (“the Company”) and its controlled
entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June
2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies, and the
directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 (a) in the financial report, which indicates that a material uncertainty exists
that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material Uncertainty
Related to Going Concern section, we have determined the matters described below to be the key
audit matters to be communicated in our report.
58
Key Audit Matter
How our audit addressed the key audit matter
Deferred exploration and evaluation expenditure
Refer to Note 9
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources, the Group
capitalises acquisition costs of rights to explore
as well as subsequent exploration and
evaluation expenditure and applies the cost
model after recognition.
the carrying value of
Our audit focussed on the Group’s assessment
of
the capitalised
exploration and evaluation expenditure. We
considered this to be a key audit matter because
this is one of the significant assets of the Group.
There is a risk that the capitalised expenditure no
longer meets the recognition criteria of the
is
standard.
facts and
necessary
circumstances existed
the
carrying amount of an exploration and evaluation
asset may exceed its recoverable amount.
In addition, we considered
to assess whether
to suggest
that
Our procedures included but were not limited to
the following:
• We obtained an understanding of the key
processes associated with management’s
review of the exploration and evaluation
asset carrying values;
• We substantiated a sample of exploration
expenditures;
• We considered the Director’ assessment of
potential indicators of impairment;
• We obtained evidence that the Group has
current rights to tenures of its area of
interest;
• We examined the exploration budget and
discussed with management the nature of
planned ongoing activities; and
• We examined the disclosures made in the
financial report.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2022, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report, or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
59
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 Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
−
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
− Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
− Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
− Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
− Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in
a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
60
Report on 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 Lindian Resources Limited for the year ended 30 June
2022 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express
an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 September 2022
N G Neill
Partner
61
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
Additional ASX Information
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in
this report is as follows. The information is current at 22 September 2022.
Number of Shareholders and Unquoted Security Holders
Shares
As at 22 September 2022, there were 1,142 shareholders holding a total of 848,347,013 fully paid
ordinary shares.
Unquoted Securities
The number of unquoted securities on issue as at 22 September 2022 is as follows:
Unquoted Security
Number on Issue
Options exercisable at $0.02 on or before 20 November 2022
50,935,000
Options exercisable at $0.032 on or before 28 September 2023
29,141,105
Options exercisable at $0.12 on or before 6 June 2025
Options exercisable at $0.25 on or before 8 March 2025
10,000,000
7,500,000
Options exercisable at $0.10 on or before 29 August 2025
22,000,000
Performance Rights – stage 1
Performance Rights – stage 2
Performance Rights – tranche 1 (CEO)
Performance Rights – tranche 2 (CEO)
Performance Rights – tranche 3 (CEO)
Performance Rights – tranche 4 (CEO)
12,500,000
17,500,000
2,000,000
3,000,000
5,000,000
5,000,000
Distribution schedule and number of holders of equity securities as at 22
September 2022
Fully Paid Ordinary Shares
Options exercisable at $0.02 on
or before 20 November 2022
Options exercisable at $0.032 on
or before 28 September 2023
Options exercisable at $0.12 on
or before 6 June 2025
Options exercisable at $0.25 on
or before 8 March 2025
Options exercisable at $0.10 on
or before 29 August 2025
Performance Rights – tranche 1
(CEO)
Performance Rights – tranche 2
(CEO)
Performance Rights – tranche 3
(CEO)
Performance Rights – tranche 4
(CEO)
1 –
1,000
121
1,001 –
5,000
133
5,001 –
10,000
105
10,001 –
100,000
492
100,001 –
and over
291
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
3
1
1
4
1
1
1
1
Total
1,142
14
3
1
1
4
1
1
1
1
The number of holders holding less than a marketable parcel of fully paid ordinary shares as at 22
September 2022 was 133.
62
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
Top Twenty Shareholders
Shareholder name
1. Kabunga Holdings Pty Ltd
2. Ven Capital Pty Ltd
3. Mr Rohan Patnaik
4. Topwei Two Pty Ltd
5. Mr Victor Lorusso
6. HSBC Custody Nominees (Australia) Limited
7. BNP Paribas Nominees Pty Ltd
8. Mr Yulong Gu
9. Mr Zuliang Park Wei & Ms Bao Hong Zhang
10. Gleneagle Securities Nominees Pty Ltd
11. Ms Leticia Kokutengeneza Kabunga
12. Cove Street Pty Ltd
13. Bonacare Pty Ltd
14. Mr Waleed KH S A A Esbaitah
15. Citicorp Nominees Pty Limited
16. Leticia Kabunga
17. Claymore Ventures Limited
18. Asena Holdings Pte Ltd
19. Ms Fengmei Shen
20. Ms Katie-Lee Lorusso
18,789,833
17,298,660
16,000,000
15,435,297
14,500,000
14,400,815
13,500,000
12,997,304
12,269,939
11,900,000
10,000,000
%
12.54%
9.97%
7.47%
4.93%
4.75%
3.41%
2.78%
2.70%
2.42%
2.21%
2.04%
1.89%
1.82%
1.71%
1.70%
1.59%
1.53%
1.45%
1.40%
1.18%
Total
589,452,683
69.49%
Holder Details of Unquoted Securities
Unquoted security holders that hold more than 20% of a given class of unquoted securities as at 22
September 2022 other than the performance rights which were issued under an employee incentive
scheme are as follows:
Security
Name
Number of
Securities
12,500,000
12,500,000
10,625,000
14,875,000
15,337,424
12,269,939
Kabunga Holdings Pty Ltd
Ven Capital Pty Ltd
Kabunga Holdings Pty Ltd
Kabunga Holdings Pty Ltd
Rohan Patnaik
Ven Capital Pty Ltd
Options exercisable at $0.02 on or
before 20 November 2022
Options exercisable at $0.02 on or
before 20 November 2022
Performance Rights – stage 1
Performance Rights – stage 2
Options exercisable at $0.032 on
or before 28 September 2023
Options exercisable at $0.032 on
or before 28 September 2023
Options exercisable at $0.12 on or
before 6 June 2025
Options exercisable at $0.25 on or
before 8 March 2025
Options exercisable at $0.10 on or
before 29 August 2025
Options exercisable at $0.10 on or
before 29 August 2025
Options exercisable at $0.10 on or
before 29 August 2025
Mr Zuliang Park Wei & Ms Bao Hong Zhang
10,000,000
Bonacare Pty Ltd
Lewin Capital Pty Ltd
Xiaodong Ma
Mr Yueqi Ma
7,500,000
7,000,000
8,000,000
6,500,000
63
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
Restricted Securities as at 22 September 2022
The Company had no restricted securities as at 22 September 2022.
Substantial Shareholders
Substantial shareholders in Lindian Resources Limited and the number of equity securities over
which the substantial shareholder has a relevant interest as disclosed in substantial holding
notices provided to the Company are listed below:
Shareholder name
Kabunga Holdings Pty Ltd
Ordinary
shares held
% Ordinary
shares held Date of Notice
80,275,000
11.62%
29 December 2020
Ven Capital Pty Ltd
Mr Rohan Patnaik
84,616,845
11.31%
17 September 2021
63,400,000
7.47%
27 August 2022
1
2
3
Voting Rights
All ordinary shares carry one vote per share without restriction.
Unquoted options and performance rights have no voting rights.
Corporate Governance
The Board of Lindian Resources Limited is committed to achieving and demonstrating the highest
standards of Corporate Governance. The Board is responsible to its Shareholders for the
performance of the Company and seeks to communicate extensively with Shareholders.
The Board believes that sound Corporate Governance practices will assist in the creation of
Shareholder wealth and provide accountability.
In accordance with ASX Listing Rule 4.10.3, the Company has elected to disclose its Corporate
Governance policies and its compliance with them on its website, rather than in the Annual Report.
Accordingly, information about the Company's Corporate Governance practices is set out on the
Company's website at https://www.lindianresources.com.au/corporate.
64
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
Tenement Listing
Project
Country
Licence
Status
Licence Type
Number
Gaoual Project 1 Guinea
22584
Granted
Prospecting
Lelouma Project Guinea
2017/4994
Granted
Prospecting
Lindian
Beneficial
Interest
75%
75%
Woula Project
Guinea
2020/2351
Granted
Prospecting
61% (Up to 75%)
Lushoto Project Tanzania
11176/2018
Granted
Prospecting
Lushoto Project Tanzania
11177/2018
Granted
Prospecting
Lushoto Project Tanzania
11178/2018
Granted
Prospecting
Lushoto Project
Tanzania
11262/2019
Granted
Prospecting
Lushoto Project Tanzania
12194/2017
Application Prospecting
Lushoto Project Tanzania
12195/2017
Application Prospecting
Pare Project
Tanzania
11263/2019
Granted
Prospecting
Pare Project
Tanzania
14098/2019
Application
Prospecting
Uyowa Project 3
Tanzania
10918/2016
Granted
Prospecting
Uyowa Project 3
Tanzania
11888/2022
Granted
Prospecting
Uyowa Project 3
Tanzania
002240
Granted
Primary Mining
Uyowa Project 3
Tanzania
2242CWZ
Granted
Primary Mining
Uyowa Project 3
Tanzania
2243CWZ
Granted
Primary Mining
Uyowa Project 3
Tanzania
2239CWZ
Granted
Primary Mining
51%
51%
51%
51%
51%
51%
51%
51%
100%
100%
100%
100%
100%
100%
1. For further details, see Lindian’s ASX announcement dated 10 April 2019..
2. Hapa Gold Limited is a 100% owned subsidiary of Lindian Resources Limited.
3. License held on trust for Lindian Resources pursuant to a Declaration of Trust with Leticia Kabunga.
65
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
Summary of results of the entity’s annual review of its Mineral Resources
and Ore Reserves.
The Company carries out an annual review of its Mineral Resources and Ore Reserves as required by
the ASX Listing Rules.
GAOUAL BAUXITE PROJECT
The Gaoual Bauxite Project is in north western Guinea within the Boké Bauxite Belt. It is situated
south of the township of Gaoual in the northern portion of the Kogon-Tomine interfluve, about 65
km northeast of Sangaredi. The Company has agreements in place to acquire up to 75% of the Gaoual
Bauxite Project.
The Gaoual asset contains conglomerate bauxite at the Bouba plateaux which is the same type of
ore that was initially discovered at the Sangaredi bauxite deposit which is owned by Compagnie des
Bauxites de Guinée (“CBG”).
Bouba plateaux resource estimate 1
The resource contained within the Bouba Plateau was estimated in July 2020 by Cube Consulting,
Perth Australia. The resource has been estimated using ordinary kriging. A total JORC compliant
Indicated Resource of 101.5M @ 49.8% Al2O3 was defined using a cut-off of 40% Al2O3. The resource
includes high grade areas with 83.8Mt @ 51.2% Al2O3 using a higher cut-off of 45% Al2O3 (Table 2).
Resources
Cut-off
Grade
Grade
(Mt)
(Al2O3%)
(Al2O3%)
(SiO2%)
Category
High Grade Resources
83.8
Total Resources
101.5
45
40
51.2
49.8
11.0%
Indicated
11.5%
Indicated
Table 2: Bouba Plateaux Resource Summary
In relation to the Mineral Resource estimate reported herein and in July 2020, the Company confirms
that it is not aware of any new information or data that materially affects the information included
in the relevant market announcements and that all material assumptions and technical parameters
underpinning the estimates in the relevant market announcements continue to apply and have not
materially changed.
COMPETENT PERSONS’ STATEMENTS – GAOUAL
The information in this announcement that relates to exploration results is based on information
compiled or reviewed by Mr Mark Gifford, an independent Geological expert consulting to Lindian
Resources Limited. Mr Mark Gifford is a Fellow of the Australian Institute of Mining and Metallurgy
and has sufficient experience which is relevant to the style of mineralisation and type of deposit
under consideration and to the activity which he is undertaking to qualify as a Competent Person
as defined in the December 2012 edition of the “Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves” (JORC Code). Mr Gifford consents to the inclusion in
the announcement of the matters based on his information in the form and context in which it
appears.
66
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
LELOUMA BAUXITE PROJECT
The Lelouma Bauxite Project is located around 100km northeast of Sangarédi, site of the CBG railway
line loading area. The rail line is in turn around 100 km northeast of the port in Kamsar, which exports
up to 25Mtpa of bauxite. Lelouma is located just 40km from Lindian’s high grade Gaoual
conglomerate bauxite project, with both projects within haul distance of existing rail infrastructure.
The Lelouma Project has an exceptional resource base and has been systematically explored with
over US$10 million of historic expenditure by Sarmin and Lelouma’s previous owner, Mitsubishi
Corporation.
Lelouma Resource Estimation1
In October 2020, an updated Mineral Resource statement for the Lelouma Project was prepared and
reported by SRK Consulting (UK) Ltd, in compliance with the JORC Code. SRK used Ordinary Kriging
in Datamine to interpolate major oxide sample grades into a 3D block model (utilising percentage-
space conversions to honour grade profiles during estimation) and assessed the estimation quality
and fully validated the model. The validation process confirmed the robustness of the parameters
used and the resultant model.
The inclusion of new drilling data into the existing database enabled the reporting of a resource of
900 Mt at 45.0% Al2O3 and 2.1% SiO2. This additional exploration work has also enabled the definition
of 155 Mt at 47.9% Al2O3 and 1.8% SiO2 within the Measured Mineral Resource category confirming the
Project’s potential to produce high-grade ore, delivering some of the highest quality ore into Atlantic
and Pacific refinery markets.
Cut-off Criteria
Mineral Resource
Category
Tonnes (Mt)
Al2O3 (%)
SiO2 (%)
>40% Al2O3
<10% SiO2
>1m Thick
<1 Strip Ratio (waste:ore
thickness)
Measured
Indicated
Measured+Indicated
Inferred
Grand Total M+I+I
155
743
898
2
900
47.9
44.4
45.0
42.9
45.0
1.8
2.1
2.1
2.8
2.1
Table 3: Lelouma Mineral Resource Statement (Inclusive of the Mineral Resources in Table 4)
Cut-off Criteria
Mineral Resource
Category
Tonnes (Mt)
Al2O3 (%)
SiO2 (%)
>45% Al2O3
<10% SiO2
>1m Thick
<1 Strip Ratio (waste:ore
thickness)
Measured
Indicated
Measured+Indicated
Inferred
Grand Total M+I+I
115
284
398
0.1
398
49.6
47.6
48.1
46.1
48.1
Table 4: Lelouma High Grade Portion (Included within the Mineral Resources in Table 3)
1 For further details, see Lindian’s ASX announcement dated 6 October 2020
1.8
2.1
2.0
2.8
2.0
67
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
In relation to the Mineral Resource estimate reported herein and in October 2020, the Company
confirms that it is not aware of any new information or data that materially affects the information
included in the relevant market announcements and that all material assumptions and technical
parameters underpinning the estimates in the relevant market announcements continue to apply
and have not materially changed.
COMPETENT PERSONS’ STATEMENTS – LELOUMA
The information in this announcement that relates to Mineral Resources is based on information
reviewed and compiled by Mr Mark Campodonic or Mr Ben Lepley. They take responsibility for any
contained information presented in relation to the Mineral Resource estimates.
Mr Campodonic is a Member with Chartered Professional Status (Geology) of the Australian Institute
of Mining and Metallurgy ("MAusIMM(CP)"). Mr Campodonic is a full-time employee of SRK and is the
Competent Person for the Woula Bauxite Project Mineral Resource estimate. He has sufficient
experience which is relevant to the style of mineralisation and type of deposit under consideration
and to the activity which he has undertaken to qualify as a Competent Person as defined in the 2012
Edition of the 'Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore
Reserves'. Mr Campodonic consents to the inclusion in this announcement of the matters based on
his information in the form and context in which it appears.
Mr Ben Lepley is a Chartered Geologist ("CGeol") of the Geological Society of London. Mr Lepley is a
full-time employee of SRK and is the Competent Person for the Lelouma Project Mineral Resource
estimate. He has sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he has undertaken to qualify as a Competent
Person as defined in the 2012 Edition of the 'Australasian Code for the Reporting of Exploration
Results, Mineral Resources and Ore Reserves'. Mr Lepley consents to the inclusion in this
announcement of the matters based on his information in the form and context in which it appears.
WOULA BAUXITE PROJECT
The Woula Bauxite Project is located in North-Western Guinea, proximal to the coast and just 10km
from an existing haul road which is connected to the Katougouma River Port.
Woula Mineral Resource Statement 2
The Mineral Resource statement for the Woula Bauxite Project was prepared and reported by SRK
Consulting (UK) Ltd (“SRK”) by constraining the in-situ model using cut-off grades >34% Al2O3 and
<10% SiO2, a maximum stripping ratio of 1:1 (thickness overburden / thickness bauxite) and a
minimum bauxite thickness of 1 m, all to satisfy the criteria of reasonable prospects for eventual
economic extraction.
No pit optimisation was used to constrain the Mineral Resource due to the very shallow and low
stripping nature of the deposit. All tonnages and grades are reported on a dry basis.
2 For further details, see Lindian’s ASX announcement dated 23 September 2020.
68
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
These parameters are guided by and have been validated using SRK’s experience of other Guinea
bauxite operations.
Cut-off Criteria
>34% Al2O3
10% SiO2 / >1m Thick / <1 Strip
Ratio (waste:ore thickness)
Mineral Resource
Category
Inferred
Total
Tonnes
(Mt)
64
64
Al2O3
38.7
38.7
SiO2
3.1
3.1
Table 5 - Woula Mineral Resource Statement (inclusive of Mineral Resources stated in Table 6)
There are higher grade zones within the Woula Project and to demonstrate this, a separate split of
material >40% Al2O3 has been provided for the purpose of this announcement.
Cut-off Criteria
>40% Al2O3
10% SiO2 / >1m Thick / <1 Strip
Ratio (waste:ore thickness)
Mineral Resource
Category
Inferred
Total
Tonnes
(Mt)
19
19
Al2O3
41.7
41.7
SiO2
3.2
3.2
Table 1 - Woula High Grade (Contained within the Mineral Resources as stated in Table 5)
In relation to the Mineral Resource estimate reported herein and in August 2018, the Company
confirms that it is not aware of any new information or data that materially affects the information
included in the relevant market announcements and that all material assumptions and technical
parameters underpinning the estimates in the relevant market announcements continue to apply
and have not materially changed.
COMPETENT PERSONS’ STATEMENTS – WOULA
The information in this announcement that relates to Mineral Resources is based on information
reviewed and compiled by Mr Mark Campodonic or Mr Ben Lepley. They take responsibility for any
contained information presented in relation to the Mineral Resource estimates.
Mr Campodonic is a Member with Chartered Professional Status (Geology) of the Australian Institute
of Mining and Metallurgy ("MAusIMM(CP)"). Mr Campodonic is a full-time employee of SRK and is the
Competent Person for the Woula Bauxite Project Mineral Resource estimate. He has sufficient
experience which is relevant to the style of mineralisation and type of deposit under consideration
and to the activity which he has undertaken to qualify as a Competent Person as defined in the 2012
Edition of the 'Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore
Reserves'. Mr Campodonic consents to the inclusion in this announcement of the matters based on
his information in the form and context in which it appears.
Mr Ben Lepley is a Chartered Geologist ("CGeol") of the Geological Society of London. Mr Lepley is a
full-time employee of SRK and is the Competent Person for the Lelouma Project Mineral Resource
estimate. He has sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he has undertaken to qualify as a Competent
Person as defined in the 2012 Edition of the 'Australasian Code for the Reporting of Exploration
Results, Mineral Resources and Ore Reserves'. Mr Lepley consents to the inclusion in this
announcement of the matters based on his information in the form and context in which it appears.
69
LINDIAN RESOURCES LTD
ADDITIONAL ASX INFORMATION
TANZANIA BAUXITE PROJECT
No exploration activities, data collection or mineral resource estimation has been undertaken at the
Tanzania bauxite projects during the reporting period.
COMPETENT PERSON’S STATEMENT – TANZANIA
The information in this report that relates to exploration results for the Lushoto, Pare and Uyowa
Projects is based on information compiled or reviewed by Mr Matt Bull, who is a director of Lindian
Resources Limited. Mr Bull is a member of the Australian Institute of Geoscientists and has
sufficient experience which is relevant to the style of mineralisation and type of deposit under
consideration and to the activity which he is undertaking to qualify as a Competent Person as
defined in the December 2012 edition of the “Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves” (JORC Code). Mr Bull consents to the inclusion in the
announcement of the matters based on his information in the form and context in which it appears.
70