ANNUAL REPORT
2023
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Website www.magnis.com.au Emailinfo@magnis.com.auContents1 Review of Operations 32 Corporate Governance 103 Directors’ Report 244 Auditors’ Independence Declaration 44 5 Statement of Profit and Loss & Comprehensive Income 466 Statement of Financial Position 477 Statement of Changes in Equity 488 Statement of Cash Flows 49 9 Notes to the Financial Statements 50 10 Directors’ Declaration 8511 Independent Auditor’s Report 8612 Supplementary Information 91BoardF Poullas [Executive Chairman]H Daruwalla [Managing Director US]M Dajani [Non-Executive Director]C Bibby [Non-Executive Director]G Gunesekera [Non-Executive Director]P Tsegas [Non-Executive Director] Fabrizio Perilli [Non-Executive Director]Chief Financial OfficerJ Behrens General Counsel & Company Secretary D Glasgow & J Reynolds Registered OfficeSuite 11.01,1 Castlereagh Street, Sydney NSW 2000 AustraliaTel +61 2 8397 9888 Tanzania OfficeHouse No 19, Plot No. 890 Yacht Club RoadMasaki, Dar es Salaam, Tanzania Tel +255 739 500 023 Share RegisterLink Market Services Limited Tower 4, 727 Collins Street Melbourne VIC 3000 Australia Tel 1300 554 474Fax +61 3 9287 0303 AuditorsHall Chadwick Melbourne Audit Level 14, 44 Collins Street Melbourne VIC 3000Tel +61 3 9820 6400 BankersNational Australia Bank Ltd Level 15, 680 George Street Sydney NSW 2000 Australia Tel +61 2 9237 9290STOCK EXCHANGE LISTING/ASXMagnis Energy Technologies Ltd shares (code MNS) are listed on the Australian Securities Exchange. Website www.magnis.com.au Emailinfo@magnis.com.auContents1 Review of Operations 32 Corporate Governance 103 Directors’ Report 244 Auditors’ Independence Declaration 44 5 Statement of Profit and Loss & Comprehensive Income 466 Statement of Financial Position 477 Statement of Changes in Equity 488 Statement of Cash Flows 49 9 Notes to the Financial Statements 50 10 Directors’ Declaration 8511 Independent Auditor’s Report 8612 Supplementary Information 91BoardF Poullas [Executive Chairman]H Daruwalla [Managing Director US]M Dajani [Non-Executive Director]C Bibby [Non-Executive Director]G Gunesekera [Non-Executive Director]P Tsegas [Non-Executive Director] Fabrizio Perilli [Non-Executive Director]Chief Financial OfficerJ Behrens General Counsel & Company Secretary D Glasgow & J Reynolds Registered OfficeSuite 11.01,1 Castlereagh Street, Sydney NSW 2000 AustraliaTel +61 2 8397 9888 Tanzania OfficeHouse No 19, Plot No. 890 Yacht Club RoadMasaki, Dar es Salaam, Tanzania Tel +255 739 500 023 Share RegisterLink Market Services Limited Tower 4, 727 Collins Street Melbourne VIC 3000 Australia Tel 1300 554 474Fax +61 3 9287 0303 AuditorsHall Chadwick Melbourne Audit Level 14, 44 Collins Street Melbourne VIC 3000Tel +61 3 9820 6400 BankersNational Australia Bank Ltd Level 15, 680 George Street Sydney NSW 2000 Australia Tel +61 2 9237 9290STOCK EXCHANGE LISTING/ASXMagnis Energy Technologies Ltd shares (code MNS) are listed on the Australian Securities Exchange. 2
ANNUAL REPORT | 2023
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REVIEW OF OPERATIONS
iM3NY
Production Commences
In August 2022, the iM3NY Lithium-ion Battery plant, a vast facility spanning 22,000 square meters (equivalent
to over three professional football/soccer fields), finished the majority of the plant to enable commercial
production, which commenced at this time. It then sought certification of its cells to UN38.3 which enables
more than 8 cells to be shipped to customers. This milestone was achieved in June of 2023.
Joint Venture with Omega Seiki
Magnis majority owned subsidiary Imperium 3 New York Inc, entered into a joint venture (JV) agreement
with Omega Seiki Mobility (OSM). OSM is part of the Anglo Omega Group. The entity is set to engage in the
production and distribution of lithium-ion battery packs manufactured within India. These batteries will find their
purpose in OSM’s electric vehicles, spanning the realm of two, three, and four-wheelers. Their geographical
reach will extend to encompass India, UAE, Bahrain, Kuwait, Qatar, and Saudi Arabia.
Functioning as an independent profit centre, the JV company will assume full financial responsibility for
its operations. OSM will oversee local operations, as well as take charge of financing, sales, marketing,
compliance, and administrative duties.
iM3NY will contribute the essential technology
and expertise needed for the development and
production of lithium-ion battery packs.
In terms of ownership, OSM will hold a 74% stake
in the JV company, while iM3NY will possess the
remaining 26%. This collaboration is poised to usher
in a new era of sustainable and innovative mobility
solutions across the specified regions.
ANNUAL REPORT | 2023
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AAM PROJECT
In February 2023, Magnis announced its downstream Advanced Anode Material (AAM) production facility, a
key development in the company’s strategic initiatives. This facility is poised to provide a reliable source of
Coated Spherical Purified Graphite (CSPG) anode products which due to the quality of the graphite feedstock
from the Nachu Graphite Project has been recognised as being sustainably produced with top-tier quality, and
performance. These products are specifically tailored to cater to the burgeoning lithium-ion battery markets in
the United States and Europe.
The proposed AAM processing facility aligns seamlessly with Magnis’ vision of comprehensive vertical
integration across the Lithium-ion battery value chain.
Magnis will implement a phased approach to AAM production, commencing with the fitting out of a site in
South West USA of a demonstration plant.. The demonstration plant will play a pivotal role in providing AAM
for the qualification process involving Original Equipment Manufacturers (OEMs) and Lithium battery cell
manufacturers. This endeavor underscores Magnis’ commitment to advancing sustainable energy solutions.
Off-take agreement with Tier-1 Manufacturer
Magnis signed a Firm Off-take Agreement with a Tier
1 EV manufacturer, ensuring the supply of Advanced
Anode Material (AAM) commencing in February
2025 at a fixed price. As part of this agreement,
this manufacturer commits to procuring a minimum
of 17,500 tons per annum (tpa) of AAM, starting
from February 2025, with the flexibility to acquire
up to 35,000 tpa. This contractual commitment
spans a minimum duration of three years, all while
maintaining a fixed pricing structure.
The fulfillment of this agreement is contingent upon
several key milestones. These include Magnis
securing a final location for its commercial AAM
facility before June 30, 2023 (which Magnis has
met, see below), successful AAM production from the demonstration plant by March 31, 2024, the initiation
of production from the commercial AAM facility by February 1, 2025, and satisfying the necessary customer
qualification requirements, these dates are capable of being varied by up to 12 months by agreement.
Letter of Intent for Site Selection
Magnis appointed Jones Lang Lasalle, Americas,
Inc as commercial real estate adviser to identify
and secure a real estate solution that best meets
the Company’s long-term operational plans for a
full scale AAM plant.
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ANNUAL REPORT | 2023
Magnis entered into a Letter of Intent (LOI) for a site in the Southwestern United States which satisfied the
selection criteria such as size, power supply, infrastructure prerequisites, and prospects for expansion, and its
closeness to crucial logistical hubs and key partners.
Simultaneously, the company is actively engaged in negotiations with governmental bodies at the local, state,
and federal levels to secure incentives and support packages for the site.
Completed Funding
Funding was completed from L1 Capital Global Opportunities Master Fund (“L1 Capital”) and Regal Funds
Management as trustee for one or more funds (“Regal”). The funding is structured as an equity-linked pre-
paid share subscription facility agreement for a total of up to A$50 million subscription credit. A$25 million was
issued in the first tranche, the second tranche was not pursued.
Equipment
Deposit was paid for the first key piece of equipment with leading
supplier Hosokawa Alpine Aktiengesellschaft for the AAM
Demonstration Plant. This same equipment will be utilized in the full
scale AAM Plant.
Worley Contracted
After several discussions with a selected short-list of global
engineering firms, the appointment of Worley Group Inc. (“Worley”)
was announced and they were contracted to provide pre-Front-End
Engineering & Design (“FEED”), and project permitting services for
its planned commercial scale AAM project in the US.
Anode Active Material Performance
Recently Magnis produced Anode Active Material derived from its high-purity Nachu flake graphite for
customer qualification. The materials produced by Magnis’ technology partner, C4V utilising a downstream
processing technology at its pilot facility in New York has been undergoing regular product development,
optimisation and quality and performance
testing exercises. The quality control (QC) and
performance testing have been performed as
per industry standard protocols including third
party analytical tests for purity verifications.
Magnis’ AAM has demonstrated FCE results
that meet and outperform the industry standard
requirements for both EV’s and energy
stationary storage. These performance results
have been achieved without any chemical/
acid purification or high-temperature thermal
purification.
Particle engineering equipment
held at C4V Labs in New York to
upgrade Natural Graphite into
Battery Anode Material
ANNUAL REPORT | 2023
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NACHU
Magnis Energy Technologies Ltd. has two subsidiaries in Tanzania:
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UTL (Uranex Tanzania Ltd)
Magnis Technologies (Tanzania) Ltd (MTT)
UTL is the company under which the discovery of the extensive graphite mineralization on the tenement
(PL9076/2013) was made and which holds the Special Mining Lease (SML550/2015). UTL will operate the
mining operations, tailings dam and water supply facilities. UTL will carry out the initial processing as well. UTL
falls under the jurisdiction of the Ministry of Minerals. MTT will finish off the product and achieve the higher
levels of purity required by the markets. MTT is the company that holds the SEZ (Special Economic Zone)
license for production of the advanced graphite products through the production process developed by Magnis.
The original application for the SEZ was made in November 2016 which resulted in the granting of the SEZ
license. Following discussions with the EPZA (Export Processing Zone Authority), a revised application with
an amendment proposal was made April 2018. MTT falls under the jurisdiction of the Ministry of Industry and
Trade and the relevant authority is the EPZA.
Mineral Resource and Reserve Estimate
The Nachu Graphite Project Mineral Resource Estimate as of 1st February 2016 included a 174 Million
Tonnes at 5.4% graphitic carbon (Cg) at a 3% Cg cut-off grade, classified as either Measured, Indicated or
Inferred resources and reported in accordance with the 2012 Edition of the Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012). The Mineral Resource
Estimate is summarised below.
Classification
Measured
Indicated
Inferred
Total mineral resources
JORC Compliant Mineral Resource Estimates
Nachu Mineral Resource Estimate
Tonnes (mt)
Grade (% TGC)
Graphite (mt)
63
61
50
174
4.7
5.7
5.8
5.4
3.0
3.5
2.9
9.3
Classification
Proved
Probable
Total ore reserves
JORC Compliant Ore Reserve Estimates
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Nachu Ore Reserve Estimate
Tonnes (mt)
Grade (% TGC)
Graphite (mt)
50.5
25.7
76.3
4.6
5.1
4.8
2.3
1.3
3.7
ANNUAL REPORT | 2023
BFS Update Completed
The update to the 2016 BFS (Bank Feasibility Study) confirmed the Nachu Project as a world class graphite
project with strong technical and financial viability combined with impactful sustainability outcomes. Key
highlights from the BFS are found in the table below.
Key Financial Highlights of the Nachu Graphite Project
Project Metrics
Project NPV10 LOM (Post Tax)
Project IRR LOM (Post Tax)
Payback Period1
Operating Expenditure2
Initial Project Capital Cost3
Special Economic Zone Period4
Concentrate Total Graphitic Carbon (TGC)5
Concentrate Basket FOB Mtwara
Process Plant Capacity
Steady State Graphite Production6
Recovery Rate
Ore Reserve
Mineral Resources
Mine Life
Units
US$
%
Months
US$/t
US$
Years
%
US$/t
t/year
t/year
%
t
t
Years
Value
$1.2bn
51%
19
$639
$324mn
10
98.5% - 99%
$1847
5,000,000
~236,000
89.6%
76M
174M
15.5
1 Payback period is at the Project level (unlevered) and thus does not consider financing costs
2 Average Annual Operating Costs during steady state production from Year 2 to Year 12. Operating costs include all mining, processing,
product logistics costs (FOB) and miscellaneous and general admin costs. Excludes sustaining capital and industrial mineral royalties of 3%.
3 Additionally, there are contingency costs of US$39.6m and pre-production mining costs of US$33.7m.
4 Exemption from corporate tax and royalties for 10-years. This was recently renewed in May 2021. International arbitration available if dispute
resolution required and revenues from product sales will be paid into foreign accounts. Applies to Magnis Technologies Tanzania Limited (MTT) only,
a subsidiary of Magnis Energy Technologies Ltd. MTT will operate the processing plant and produce and export advanced graphite products.
5 Jumbo and Super Jumbo Flakes at 98.5% and 99% for large flakes and below. Average TGC 98.8%
6 Steady state production from Year 2 to Year 12
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Advisers Appointed
Key financial and legal advisers were appointed to assist with project financing required to fund construction of
the Nachu Graphite Project. Independent corporate finance advisory firm HCF International advisers based in
London, UK was selected based on their experience and expertise in the mining and metals sector, and a long
history of securing funding for projects in Africa. Additionally, International law firm Milbank LLP was appointed
as legal adviser given their experience advising a range of clients on some of Africa’s most significant project
finance transactions.
Eco-Village
The company had identified 75 Project Affected People (PAP) who were assessed and compensated, of those
only 59 families were living on the special mining licence area. 70 houses have been constructed, 59 for the
identified PAPs and 11 for some PAPs that were identified as disadvantaged during the valuation process.
The Eco-village being built to house those families, was completed including solar powered street lights, water
storage tanks and tower, solar water pump and roadwork.
CSR Work
The Uranex CSR Team has completed the Namikulo Maternity Ward. It features a paved corridor for
wheelchair and hospital bed access. It is now ready to be handed over to the community.
The Chunyu Mtumbuni Primary School has also been completed and has since been handed over to the
community. District Executive director, Mr. Mbesigwe, conveyed his gratitude to UTL and their contractors for
their commendable support to the community, even during non-production phases.
Namikulo Maternity Ward (below)
Chunyu Mtumbuni Primary School Staff & Children
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ANNUAL REPORT | 2023
MAGNIS
Managing Director (USA) Appointed
Hoshi Daruwalla was appointed Managing Director (USA). Hoshi is based in the United States, and
oversees Magnis’ U.S. expansion plans. Hoshi brings over 30 years of experience in global tier-1 advanced
manufacturing companies where he has held board, C-Level, and Senior Management roles.
Funding Provided to iM3NY
Magnis has increased its economic interest in iM3NY LLC (“iM3NY”) to 73% following the issue of Class A
Preference Units in return for the provision of funding to iM3NY in March 2023 and further funding in late June
2023.
With the iM3NY Battery Plant likely entering the stage of commercial field trial sales from production batches in
the current quarter, the Company’s board believed it was an opportune time to increase its overall stake in the
project, rather than seeking repayment of this funding.
Magnis has also carried out a fully subscribed placement of approximately 80M shares @$0.12 per share
which occurred in July and then a Standby Equity Deed under which a further 80,000,000 shares were
committed to enable it to provide additional support to iM3NY (thereby allowing iM3NY to meet its operating
and financing obligations) and to provide additional working capital to Magnis itself.
ANNUAL REPORT | 2023
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2
2 Corporate Governance Statement
Magnis Energy Technologies Ltd (Company or Magnis) approach to corporate governance is more than merely
one of compliance and more focused on striving for best industry practice and building excellent corporate
governance which it believes is essential for long-term sustainability of its business and general performance
and will assist in the protection of the interests of all stakeholders of the Company.
This Corporate Governance Statement (CGS) outlines the main corporate governance practices currently
in place for Magnis and addresses the 4th Edition of the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (ASX Recommendations). The Company accords with most of
the ASX Recommendations and where it does not an explanation is provided as to why not.
All references to the Company’s website are to: www.magnis.com.au
PRINCIPLE 1
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Role of the Board and Governance Framework
The Board has a clear understanding that it is responsible for the Company’s corporate governance and
recognises the importance of this in establishing accountabilities, monitoring, and managing risks, guiding, and
regulating activities and optimising the Company’s overall performance. The Board also recognises the need
for continuous improvement and to regularly review its system of corporate governance1.
The Directors must act in the best interests of the Company and, in general, are responsible for, and have the
authority to determine, all matters relating to the policies, management and operations of the Company.
The role and responsibilities of the board is detailed in the board charter available at: https://magnis.com.au/
files/Board-Charter.pdf
This is the newly approved board charter which was as part of the governance review during the year
which saw most of the policies and charters reviewed and updated.
The Board’s responsibilities, in summary, include 2:
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Defining the company’s purpose and promoting a culture of acting lawfully, ethically and respectfully.
Providing strategic direction and reviewing, approving then monitoring corporate strategic goals and
objectives.
Lead by example applying the Company’s values and Code of Conduct.
Oversee the Group’s accounting and corporate reporting, compliance and regulatory reporting.
Institute ands regularly review and update a broad-based risk management framework and crisis
management plan.
Set the sustainability, diversity, climate and ethical standards and goals for the group.
Appointing, monitoring the performance of, and, if necessary, removing the Chief Executive Officer and/
or Managing Director.
1 There has been turnover at the board & senior management during the financial year. As a consequence, the opportunity was taken to change
the composition and expertise on the board and the committees and the frequency of meetings of both the board and its committees.
2 These have changed as a consequence of a review and update of the Board Charter.
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ANNUAL REPORT | 2023
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Ratifying the appointment or removal and contributing to the performance assessment of the members
of the senior management team.
Appoint the chairs and composition of each of the standing and ad hoc committees of the board.
Planning for Board and executive succession.
Ensuring there are effective management processes in place and approving major corporate initiatives.
Adopting an annual budget and monitoring management and financial performance and plans.
Monitoring the adequacy, appropriateness and operation of internal controls.
Identifying significant business risks and reviewing how they are managed.
Considering and approving the Company’s Annual Financial Report and the quarterly Cash flow and
Activities reports.
Enhancing and protecting the reputation of the Company.
Reporting to, and communicating with, shareholders; and
Maintain best industry corporate governance standards, approve this statement, set delegated
authority levels and monitor the effectiveness of the company’s policies in particular the Security
Trading Policy, Modern Slavery Statement and the Anti-Money Laundering, Bribery and Corruption
policy.
Day to day management of the Company and implementation of Board policies and strategies has been
formally delegated to senior executives and management. It is the responsibility of the Board to oversee the
activities of management in executing delegated tasks. In particular, the Board has delegated management
responsibility for:
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Delivering key objectives and milestones in accordance with market expectations as are set by the
Company.
Developing project budgets for capital and operating expenditure for Board review and, if appropriate,
approval.
Developing and maintaining an effective risk management framework and keeping the Board and the
market fully informed about risk.
The prudent management of the Company’s cash reserves in accordance with the approved annual
operating budget.
Regulatory compliance across all jurisdictions in which the Company undertakes business covering
amongst other things health and safety, tax, accounting, and company reporting.
In making decisions regarding the appointment of Directors, the Board assesses the appropriate mix of
skills, experience and expertise required by the Board and assesses the extent to which the required skills
and experience are represented on the Board. When a vacancy exists, the Board receives suggestions for
candidates and based on the skills determines whether those were what is required at that time and doesn’t
automatically select based on those of the outgoing board member as the groups business is evolving.
Directors, senior executives and employees work under employment contracts that provide accountability with
respect to expected duties, rights, responsibilities, remuneration and entitlements such as superannuation,
leave, annual reviews, performance KPIs and termination events.
ANNUAL REPORT | 2023
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Board Committees
During the reporting period the Board had three (3) standing Board Committees and 2 ad hoc committees,
of the latter the Continuous Disclosure Committee was formalised prior to the start of the reporting period
and the other the M&A Committee was appointed midway through the year. Details regarding the number of
Board meetings and committee meetings held during the year and the attendance of each member is set out
in the 2023 Director’s Report which forms part of the Annual Report. The Board and its Committees held 27
meetings during the year ended 30 June 2023. The Company Secretary is accountable to the Board through
the Chairman with respect to corporate governance matters including the functioning of the Board, and in
communications to the ASX, as required under the Listing Rules.
For the majority of the year the board comprised 7 Directors, of which 6 were non-executive and 1 executive
director, the Chair. This changed in April when Mugunthan Siva resigned to 5 non-executive and 1 executive
director and then changed again in June when Hoshi Daruwalla became MD (USA) such that there were for
a period of 2 months 2 executive directors and 4 non-executive directors until Fabrizio Perilli was appointed
which reinstated the non-executive directors to 5.
The composition of the standing committees is set out below and the Continuous Disclosure Committee
comprises a mixture of executives and 2 non-executive directors, currently Giles Gunesekera OAM and Claire
Bibby. The M&A Committee which met 4 times during the year comprises Giles Gunesekera, Claire Bibby and
Hoshi Daruwalla, with the latter acting as chair.
Nominations & Remuneration Committee
The Nominations & Remuneration Committee is comprised of the non-executive directors, Ms. Mona Dajani,
Ms. Claire Bibby and Mr. Hoshi Daruwalla and Mr. Mugunthan Siva who remained as Chair until he resigned in
April 2023 when he was replaced as Chair by Giles Gunesekera OAM,.
A copy of the Nominations & Remuneration Committee Charter is accessible from the Company’s website:
https://www.magnis.com.au/files/MNS-Nominations-And-Renumeration-Committee-Charter.pdf
The Committee advises the Board on remuneration and incentive policies and practices. It makes specific
recommendations on remuneration packages and other terms of employment for senior executives and Non-
Executive and Executive Directors. A new remuneration structure was approved by the Committee for adoption
by the Group which was approved by the Board towards the end of the reporting period. This is yet to be
implemented.
Any increase in the maximum remuneration of Non-Executive Directors is the subject of shareholder resolution
in accordance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable.
Currently this is $650,000 set in 2017.
The Board may award additional remuneration to Non-Executive and Executive Directors called upon
to perform extra services or undertake special duties on behalf of the Company. The Nominations &
Remuneration Committee also identifies potential candidates often with the use of external consultants for both
the Board and management level requirements. Suitable candidates are usually based on recommendations
from this Committee.
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ANNUAL REPORT | 2023
The Nominations & Remuneration Committee promotes screening checks and other tools prior to nominating a
candidate to the Board as a director or senior management position. Appointments to fill a casual vacancy are
appointed until the subsequent Annual General Meeting. The Committee, Board and the candidate themselves
provide, in the explanatory memorandum that accompanies the notice of meeting, all material information for
shareholders to make an informed decision to elect or re-elect directors.
Audit & Risk Committee
This Committee was constituted with only non-executive directors, with Ms. Claire Bibby as the Chair, Ms.
Mona Dajani, and Giles Gunesekera OAM. During the year as part of the governance review Hoshi Daruwalla
replaced Mona Dajani given his wealth of operational experience in the battery industry. When Hoshi
Daruwalla became MD (USA) and returned to a majority of non-executive directors, H Daruwalla was replaced
as soon as Fabrizio Perilli was appointed in early August.2023. The Executive Chairman Frank Poullas and the
CEO or Managing Director may attend as ex-officio members of the committee.
A copy of the Audit & Risk Committee Charter is accessible from the Company’s website: https://magnis.com.
au/files/Audit-Risk-Committee-Charter.pdf
The main responsibilities of the Committee were, inter alia, to:
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Review and report to the Board on the
Independence of the external auditor.
Periodic reports and financial statements.
Rotation of the external audit partner.
Integrity of the half year and full year financial statements, the audit plan for these.
Provide assurance to the Board that it is receiving adequate, timely and reliable information.
Review the accounting policies and changes to those and where changes are necessary advise the
board;
Review the adequacy of Magnis policies relating to financial reporting and controls, including
compliance with laws, regulations and ethical guidelines.
Monitor the ability of the Company to fund its activities, having regard to current funding arrangements
and its cash-flow outlook.
Monitor the prudence of gearing levels, interest cover and compliance with banking covenants, (where
applicable).
Review policies relating to financial risk management, including hedging of interest rate risk and foreign
currency exchange risk. Monitor compliance with such policies and report to the Board on any relevant
issues.
Create a Risk Register of all business risks, having regard to risk appetite rate and quantify those risks
and regularly review the risk register.
Monitoring developments in corporate governance practices.
Review compliance with applicable laws such as the Corporations Act, the ASX Listing Rules and other
legislation and reporting requirements; and
Ensuring management has processes to manage and report on significant financial risks facing the
business.
The Audit & Risk Committee reviews the performance of the external auditors on an annual basis.
ANNUAL REPORT | 2023
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Health, Safety and Sustainability Committee
Giles Gunesekera was appointed the Chair in January 2022 and Mr. Frank Poullas, Mr. Peter Tsegas, Mr.
Mugunthan Siva and Hoshi Daruwalla were initially the members. When Hoshi Daruwalla transferred to the
Audit & Risk Committee, Mona Dajani transferred from that committee to this committee to replace him. Frank
Poullas as a director of iM3NY LLC and iM3NY Inc. and Peter Tsegas who assists the Tanzanian operations
provide updates from a Health Safety & Sustainability viewpoint on the activities of those business units
and the board of the Company receives details about safety incidents. The Committee is cognizant of the
increasing risk of injury that comes with the iM3NY factory moving into production. iM3NY has a safety officer
who reports to its board and via the CEO reports to the Board of the Company.
A copy of the Health, Safety and Sustainability Committee is accessible from the Company’s website:
https://www.magnis.com.au/files/MNS-Health-Safety-And-Sustainability-Charter.pdf
The responsibilities of the Committee include:
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Reviewing Reports from Executives of each entity in the group in the areas of health safety & the
environment in which the entity operates.
Ensure that the Company and all the staff in all the entities in the group are protected and safe so as to
ensure the company attracts and retains high quality staff in all areas.
Monitor the Company’s performance on health, safety, sustainability and corporate responsibility
matters and report to the Board where that doesn’t meet comparative industry requirements.
Monitoring the Company’s compliance with Health, Safety and Environment legislation.
Review and oversee the development and implementation of policies and procedures that will allow the
Company to operate its business in a safe, sustainable and ethical manner.
Review initiatives and practices in respect of the Company’s community engagement and social
responsibility.
Review the effectiveness of the risk framework that relates to the health safety and environment in
which the group entities operate.
Reviewing and making recommendations to the Board in relation to significant public statements
as they relate to the areas that are considered as ESG (sustainability) including assisting with the
production and review of the sustainability report; and
Reviewing and recommending to the Board any changes to be made to the Company’s Code of
Conduct and reviewing the effectiveness of the systems for monitoring compliance.
Performance Evaluation and Remuneration
In prior reporting periods, the Board had not undertaken any level of formal performance evaluation of
Directors. However, on an informal basis the Chairman has previously consulted with the Directors seeking
guidance on ways in which the Board as a whole, as well as each individual Director, can improve its and
their contribution, performance and execution of its and their responsibilities. Whilst the board’s composition
remained largely unchanged, the majority of the current board is relatively new. Reviews of its composition
were formalized by the circulation of a skills matrix questionnaire the response to which are currently under
review, being paused toward the end of the reporting period because Hoshi Daruwalla changed status when
he became Managing Director (USA) and Mugunthan Siva resigned and only recently has been replaced. As
such the review has been re-commenced.
Once finalised the results of the review will be compiled by the Chair of the Nomination & Remuneration
Committee and discussed with Board members at an appropriate Board meeting.
It was the intention for the board skills matrix to be compiled and released in FY23, this will now occur in the
current reporting period.
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ANNUAL REPORT | 2023
The performance of the Chief Executive Officer (CEO) and Managing Director (MD) roles (when applicable)
will be reviewed periodically by the Board. However, as the CEO has resigned and hasn’t been replaced
and the Managing Director (USA) role is new his has not occurred. Similarly, the CEO was to discuss
with all Senior executives on a regular basis their performance and report to the Chair of the Nomination
& Remuneration Committee before that committee brings forward its recommendations to the board for
consideration, including extension of the role or movement within the function in order to address the changing
business demands. As noted above, due to the turnover of senior officers and Directors, a performance review
did not occur. It is intended to re-implement this process as the Board and Senior Management shows stability.
Diversity
The Company places great importance on its people and remains committed to promoting an inclusive
workplace by applying policies and practices designed to improve both gender equality and diversity within the
organisation. Having a diverse workplace, with varying skills, cultural backgrounds, ethnicity, and experience
brings a range of benefits to the business, such as improved business decision making, wider range of skills,
fosters innovation and ultimately better solutions for the customers. The Diversity Policy was previously
reviewed and has been updated on the Website at the address below.
https://magnis.com.au/files/MNS-Diversity-Policy.pdf
Company’s progress towards improving diversity
Diversity is driven by the leadership and commitment of the board and senior management. The Company has
made a commitment to gender diversity at the board level and is very pleased to have retained two female
Board directors that provide the Company with additional skills, depth, and diversity of thought to help grow the
business and enhance its strong leadership and governance.
Female Participation-MNS
Board Level
30 June 2023
30 June 2023
29%
29%
The Company is committed to creating an inclusive workplace where discrimination, harassment and inequity
is not tolerated, and demeaning behaviour toward colleagues or management by anyone in the company
or the board is not tolerated. As such the board has adopted in addition to the Diversity Policy a Safe &
Respectful Workplace Policy and a Procedure for resolving workplace issues.
The Safe & Respectful Workplace Policy adopted by the Board can be viewed on the Company’s website:
https://magnis.com.au/files/Safe-and-Respectful-Workplace-Policy.pdf
ANNUAL REPORT | 2023
15
PRINCIPLE 2
STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
The composition of the board at the date of the Corporate Compliance Statement is shown as below:
Name of Director
Frank Poullas
Peter Tsegas
Claire Bibby
Giles Gunesekera
Hoshi Daruwalla
Mugunthan Siva
Mona Dajani
Fabrizio Perilli
1
2
3
4
5
6
7
8
Board Composition
Category
Executive Chairman
Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director;
changed to Executive Director, by being appointed as MD(USA)
Independent Non-Executive Director
Resigned
Independent Non- Executive Director
Independent Non-Executive Director
Date of
Appointment
9 Sep 2010
16 June 2015
28 January 2022
28 January 2022
31 Dec 2021
31 May 2023
29 Mar 2021
7 April 2023
29 Mar 2021
31 July 2023
The Board currently comprises seven Directors, 5 Non-Executive and 2 Executive Directors with a broad
range of skills, expertise, and experience, and all of whom add value to the operation of the Board. The Board
comprises 4 Independent Directors, 1 non-Executive Director, 2 exectuvie directors and 1 Chairman who has a
shareholder stake of 1.45% in the Company.
The independence of Directors is important to the Board. Independence is determined by objective criteria
acknowledged as being desirable to protect investor interests and optimise value to investors. The Board
regularly assesses the independence of its Directors. In determining the status of a Director, the Company
considers that a Director is independent when he or she is independent of management and free of any
business or other relationship (for example a significant shareholding) that could materially interfere with or
could reasonably be perceived to interfere with the exercise of unfettered and independent judgement. The
Company’s criteria for assessing independence are in line with standards set by the Principles.
The appointment and removal of Directors is governed by the Company’s Constitution. Under the Constitution,
the Board must comprise of a minimum of three Directors. Given the Board is considered majority Non-
Executive, the Board does maintain a Nominations & Remuneration Committee (Committee). The Committee
is responsible for selecting and recommending to the Board candidates to fill any casual vacancies that
may arise on the Board from time to time. Directors who have been appointed to fill casual vacancies must
offer themselves up for election at the next Annual General Meeting of the Company (AGM). In addition, at
each AGM, at least one Director must be a candidate for re-election and no Director shall serve more than
three years without being a candidate for re-election (consistent with the requirements of the Company’s
Constitution).
●
●
●
New Directors may participate in an induction program to assist them to understand the Company’s
business and the issues and are provided access to historical minutes and other items.
The Board collectively has the right to seek independent professional advice as it sees fit. Each
Director additionally enjoys the right to seek independent professional advice, subject to the approval of
the Chairman.
All Directors have direct access to the Group General Counsel & Company Secretary.
16
ANNUAL REPORT | 2023
●
Directors also have access to the senior management team. In addition to regular reports by senior
management through the CEO (until his resignation) to the Board meetings, Directors may seek
briefings from senior management on specific matters and Directors are entitled to request additional
information.
PRINCIPLE 3
INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND
RESPONSIBLY
Code of Business Conduct and Ethics
The Company is committed to being a good corporate citizen within all jurisdictions that it undertakes its
business activities, and the Board has undertaken to ensure that the Company implements:
●
●
●
Practices necessary to maintain confidence in the Company’s integrity.
Practices necessary to consider their legal obligations and the reasonable expectations of their
stakeholders; and,
Responsibility and accountability of individuals for reporting and investigating reports of unethical
practices.
The Company has adopted a Code of Business Conduct and Ethics which applies to each of its Directors and
employees and it can be viewed at
https://magnis.com.au/files/Code-of-Business-Conduct-and-Ethics.pdf
●
The Board is responsible for maintaining corporate integrity and ethical behaviour and seeks to set
the standards for dealing ethically with employees, investors, customers, regulatory bodies and the
financial and wider community, and the responsibility and accountability of individuals for reporting and
investigating reports of unethical behaviour.
Whistleblower Policy
Magnis seeks to identify and assess wrongdoing as early as possible. The Company’s values support a culture
that encourages staff to speak up on matters or conduct that concerns them. This policy provides information
to assist staff to make disclosures and sets out how the Company will protect them from retaliation for
whistleblowing. It can be viewed at:
https://magnis.com.au/files/WhistleblowerPolicy.pdf
Anti-Bribery and Corruption Policy
Magnis has a zero tolerance to bribery and corruption and operates its businesses with integrity. In line with
its Whistleblower Policy, it encourages the reporting of material breaches of the Anti-Bribery and Corruption
Policy, or material incidents to the Chair of the Audit and Risk Committee, the General Counsel & Company
Secretary or Board subject to safeguards afforded to whistleblowers. It can be viewed at
https://magnis.com.au/files/Anti-Bribery-and-Corruption-Policy.pdf
Dealing in Securities
The Company has in place a formal Securities Dealing Policy that regulates the way Directors, senior
ANNUAL REPORT | 2023
17
management and others that are involved in the management of the Company deal with securities.
The Share Trading Policy prohibits share trading in specific trading blackouts. Trading by directors is governed
by the Corporations Act and timely disclosures are required under the Listing Rules.
Persons in possession of non-public price sensitive information are required to be conscious of the legal
consequence of insider trading. The Securities Dealing Policy is also available on the Company’s website. It
can be viewed at:
https://magnis.com.au/files/Code-For-Dealing-In-Securities.pdf
PRINCIPLE 4
SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
The Audit and Risk Committee is responsible to assist the Board in discharging its responsibilities to safeguard
the integrity of the Company’s financial reporting. The Company reports frequently as it is considered a Mining
Exploration Company. The Committee provides advice and recommendations to the Board to enable it to fulfil
its responsibilities with respect to financial reporting.
The Audit and Risk Committee Charter is available on the Company website, it can be viewed at:
https://magnis.com.au/files/Audit-Risk-Committee-Charter.pdf
The Audit and Risk Committee Charter also details processes around the appointment and oversight of
external auditors. The external auditor is required to be available to shareholders at each Annual General
Meeting to answer questions about their findings during the Company’s external audit.
In accordance with the Company’s legal obligations and Recommendation 4.2 of the ASX Recommendations,
the Executive Chairman (in the absence of a CEO or Managing Director of the Company) and the CFO are
required to provide declarations to the Board in relation to the Financial Statements.
Non-Audited Financials are released on a quarterly basis. These are prepared internally, and the board
on the advice of the CFO must agree to the release of the Appendix 5B, following its review by the Audit &
Risk Committee. The Quarterly Activities Report is reviewed by the board and approved for release by the
Continuous Disclosure Committee.
In doing so, the relevant officers represent to the Board that the financial records have:
●
●
●
●
been properly maintained.
the financial statements comply with the appropriate accounting standards,
give a true and fair view of the financial position and performance of the entity.
based on a sound system of risk management and internal controls, which to their best belief and
knowledge operate effectively.
The Audit & Risk Committee communicates with the Auditors at the end of each half year, receiving their
recommendations to address any areas for improvement. The Audit & Risk Committee then in turn reports to
the Board. Please see above the details around the functions of the Audit & Risk Committee in this area.
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ANNUAL REPORT | 2023
PRINCIPLE 5
MAKE TIMELY AND BALANCED DISCLOSURE
The Company is committed to complying with the ASX Listing Rules and Corporations Act in particular the
continuous disclosure obligations and in so doing ensuring that its shareholders are kept well-informed of
all significant developments affecting the Company’s circumstances to promote transparency and investor
confidence.
Magnis has adopted a Continuous Disclosure Policy. It can be viewed at:
https://magnis.com.au/files/Continuous-Disclosure-Policy.pdf
which incorporates a continuous disclosure framework that is based on ASX Listing Rules Chapter 3, and
ASX Listing Rules Guidance Note 8, this was reviewed prior to the end of the reporting period and some minor
changes incorporated.
The Continuous Disclosure Policy provides a framework for compliance with relevant disclosure obligations
and establishes the accountability of the Board for achieving compliance. Specifically, the policy:
●
●
●
●
●
describes the Company’s obligations under ASX Listing Rule 3.1 and the Corporations Act.
establishes internal processes for reporting information considered to be potentially price- sensitive
and for consideration as requiring disclosure by the Board’s delegated group (namely the Continuous
Disclosure Committee).
establishes processes for the disclosure of price sensitive information, considering the clarification
provided by ASX Guidance Note 8.
establishes internal processes for briefing of analysts, investor, and media groups, responding to
market speculation, leaks and rumours and calling trading halts where appropriate to avoid trading
occurring in an uninformed market; and
outlines authorisation procedures for ASX announcements, including their categories, summarized
these a predominantly determined by the Continuous Disclosure Committee and where relevant the full
board.
As recommended, Magnis ensures its Board receives market announcements promptly when made, especially
where these contain market sensitive information.
Before corporate presentations to substantive investors or analyst presentations, the Company releases the
presentation on the ASX, unless entirely composed of abstracts of historical releases.
PRINCIPLE 6
RESPECT THE RIGHTS OF SECURITY HOLDERS
The Board strives to ensure that shareholders are informed of all major developments and business events
likely to materially impact the Company’s operations and financial standing, including the market price of
securities, with Information communicated to shareholders via:
●
●
●
●
●
The ASX platform.
The Company’s website.
Annual audited financial report, half year unaudited financials and report and Appendix 5B and
accompanying reports released quarterly.
Market-sensitive releases, including information that relates to strategy and milestone accomplishment.
Chairman or MD’s addresses to the AGM which are also made available through the ASX website.
ANNUAL REPORT | 2023
19
●
●
The release of results of General and Annual General Meeting; and.
Any presentation made to investor groups or platforms such as ShareCafe.
Historical information retained on the Magnis website includes:
●
●
●
●
●
●
ASX Announcements -https://magnis.com.au/asx-announcements/
Company Presentations - https://magnis.com.au/presentations/;
Company Reports
Annual - https://magnis.com.au/annual-reports
Quarterly - https://magnis.com.au/quarterly-reports/
Director - https://magnis.com.au/board-of-directors/
Management Details - https://magnis.com.au/management/; and
Governance, namely Charters and Policies - https://magnis.com.au/corporate-governance/
General Meetings
Shareholders have the right, and are encouraged, to attend the Company’s General Meetings in particular the
Annual General Meeting, held in October/November each year, and are provided with explanatory notes on
the resolutions proposed through the notice of meeting. A copy of the notice of meeting is also posted on the
Company website and lodged with the ASX.
In addition, shareholders are invited to submit questions of the board, auditors, or management, which are
addressed at the Annual General Meeting.
Shareholders are encouraged to vote on all resolutions and unless specifically stated otherwise in the notice of
the meeting, all shareholders are eligible to vote on all resolutions. Shareholders who cannot attend the Annual
General Meeting may lodge a proxy in accordance with the Corporations Act. Proxy forms may be lodged with
the share registry by mail, hand delivery, facsimile or electronically.
Transcripts of the Chair and MD’s presentations or speeches are released to the ASX prior to the Meeting.
These transcripts, and the results of the meeting are posted on the ASX and the Company’s website.
All shareholders are provided the option to receive communications (in particular the Annual Report and the
Notice of Meeting (including the proxy form) from the Company and the share registry electronically and are
encouraged to do so, with election documentation included in regular mail outs to shareholders. This use of
technology is in line with the Company’s focus on sustainability.
PRINCIPLE 7
RECOGNISE AND MANAGE RISK
The Company, through management and lead by the CEO in FY23 progressed the building of a new risk
management framework and Risk Register. This is overseen by the Audit & Risk Committee and reviewed
frequently by the Board. It encompasses all material risks, quantifying them and setting appropriate actions,
policies and other actions to mitigate and manage them. The identification and effective management of risk,
including calculated commercial risks are viewed as an essential part of the Company’s approach for creating
long-term shareholder value.
The Company does not have an independent internal audit function due to the size of the Company,
accordingly, as mentioned above its risk management policies and the Risk Register is reviewed and
20
ANNUAL REPORT | 2023
monitored by the Audit and Risk Committee. The Committee is obligated to work within the mandate
established by the Audit and Risk Committee’s Charter, which is itself reviewed on an bi-annual basis. The
Company’s risk management framework integrates macro strategic goals with day-to-day business procedures
and functional responsibilities.
The Risk Register was finalised in its current form in March 2023 and the Audit & Risk Committee will continue
the risk review throughout the FY24 year.
Corporate Responsibility
The Company acknowledges the importance of sustainability as a core foundation and part of its corporate
responsibility to all stakeholders. The Company believes that sustainable conduct is a delivery driver of value
for its shareholders and the broader community and external stakeholders in the long term. Magnis’ entities
and investee companies are committed towards ensuring support to sustainable business practices. The
impact of the Company’s decision-making and operations all have an impact on the economy, society and the
environment, which forms part of its corporate responsibility.
This is no more evident than in respect to its subsidiary’s operations in New York and Tanzania
Environment
The Company’s high quality green credentialed Lithium-ion batteries to be and being produced by iM3NY,
using C4V’s patented BM-LMP Technology leads to longer battery life, faster charging, and greater safety
without the use of the more environmentally impactful Nickel and Cobalt. The Graphite to be produced from
the Nachu Graphite Project in Tanzania and to be utilized in anode active material in batteries and the larger
flake sizes which are used in heat resistant applications can be produced without reliance on harsh chemicals.
Social
A key part of the Company’s sustainability approach is based on proactively maintaining its social license
to operate through greater interaction and positive impacts on the communities it operates in, in particular
Tanzania.
Its capital investments into the iM3NY operations in New York has created numerous new jobs and supported
livelihoods and assists in re-invigorating the local community in which it operates. The iM3NY operation has
created approximately 90 ongoing roles in Endicott, New York at the battery manufacturing plant. As the plant
expands from its initial 1 GWh to the planned 15GWh over time so will the workforce increase. There are also
Future job creation opportunities being planned for the Tanzania projects, once production is underway. This
is on top of the employment generated through the building of the eco-village and the various enhancements
made to local schools and hospitals completed during FY23.
The Magnis group of companies is committed to complying with the laws, regulations and guidelines that
govern the group’s operations in the multiple jurisdictions in which it operates across Australia, United States
and Tanzania.
Engagement with Local communities
In Tanzania, the Company has continued to partner with several organisations in line with its commitment to
operate in a sustainable manner. There have been four key areas where the Company has contributed and
engaged with the local communities in Tanzania in relation to its Nachu Graphite Project:
ANNUAL REPORT | 2023
21
1.
2.
3.
4.
Community Consultation: Engagement with the local communities and neighbors surrounding its site.
Financial literacy and Education: The Company has ensured that financial literacy education has been
rolled out to various communities, by enabling building work on the local schools and provision of
textbooks.
Community support through supply of materials: the Company has donated building materials and
supplies for the construction of various community clinics and schools.
Community Donation and Support Programs: The Company has provided various donations to support
numerous charity and program campaigns during the year.
People, Health and Safety
The Company has a focus on safety, health and providing an equal work environment to all its employees,
regardless of their background and position. The focus is on maintaining safe working environments through
strong, safety-first leadership and culture.
The Health, Safety and Sustainability Committee’s charter includes the development, monitoring, and
refining of safety performance indicators to better understand the processes and behaviours that are most
effective in minimising safety incidents and serious harm. The Committee monitored and tracked any serious
consequence-based injury, and will monitor and track other major incidents capable of causing or have caused
serious or fatal harm. All incidents, injuries and near misses will be reported in accordance with incident
management procedures to ensure measures can be taken to prevent reoccurrence.
There were a small number of safety incidents for the financial year ending 30 June 2023 at the iM3NY factory,
the most serious of which resulted in 10 days lost time..
The Health Safety & Sustainability Committee will be evaluating the Company’s material exposure to
economic, environmental, and social sustainability risks. The results of these findings will shape strategy and
resource allocation.
PRINCIPLE 8
REMUNERATE FAIRLY AND RESPONSIBLY
The Nominations and Remuneration Committee, which in accordance with its Charter
https://www.magnis.com.au/files/MNS-Nominations-And-Renumeration-Committee-Charter.pdf
is responsible for reviewing and making recommendations to the Board in respect of:
●
●
●
●
●
●
Executive remuneration.
Executive incentive plans.
Remuneration of the Company’s key management personnel.
Equity based incentive plans.
Recruitment, retention, performance measurement and termination policies and procedures for non-
executive directors, the CEO or MD(USA) and any other executive director and all senior executives
reporting directly to the CEO or MD(USA)`; and
The disclosure of remuneration in the Company’s Annual Report.
Details of Remuneration and Nomination Committee are outlined earlier in this Corporate Governance
Statement and in the Directors’ Report contained in the Annual Report as is the Remuneration Report.
22
ANNUAL REPORT | 2023
Remuneration levels are set to attract and retain appropriately qualified and experienced personnel.
Performance, duties and responsibilities, market comparison and independent advice are all considered as
part of the remuneration process. To this end during the reporting period the Committee engaged external
consultants to review and benchmark the remuneration strategies and remuneration of all the Board and KMP,
This has resulted in a new framework being proposed which the board has approved and which will be rolled
out in FY24. The total remuneration paid to Directors and key management personnel for the reporting period
are set out in the Remuneration Report.
Directors’ fees were reviewed and benchmarked against fees paid to Directors of similar organisations with
similar growth and were considered to be at the median. Directors are not provided with retirement benefits
other than statutory superannuation and have been awarded out of the money options which were approved at
the last AGM. Alternative structures will likely be considered going forward.
To ensure that the Company’s senior executives properly perform their duties, the following procedures are in
place:
●
●
●
Full year achievement reviews through the re-constituted Nomination & Remuneration Committee.
Senior management assessed in terms of their achievements against expectations.
A link between the outcomes, market rates, and the performance review process which is outlined in
the Remuneration Report.
CONTINUOUS REVIEW OF CORPORATE GOVERNANCE
Directors consider, on an ongoing basis, how management information is presented to them and whether such
information is sufficient to enable them to discharge their duties as Directors of the Company. Such information
must be sufficient from time to time considering changing circumstances and economic conditions. The
Directors recognise that:
●
●
mineral exploration and pre-development of off takes of graphite, and the
manufacture of lithium cells
each of those areas carry numerous risks, financial, production, environmental and others set out in the risk
register.
Directors are committed and conscious of the role they play with respect to the oversight of these businesses
and operational strategy. The adoption of skilled employees and contractors and adopting sound risk mitigation
frameworks designed to manage and address particular and general risks relating to each of these businesses
and the overall business generally, noting the multi- jurisdictional nature of the Company’s interests in
particular.
This Corporate Governance Statement was approved by
a resolution of the Board on 24 October 2023
ANNUAL REPORT | 2023
23
2 3
Director’s Report
DIRECTORS’ REPORT
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the 'consolidated entity') consisting of Magnis Energy Technologies Ltd (referred to hereafter as the 'Company' or 'Parent
Entity') and the entities it controlled at the end of, or during, the year ended 30 June 2023.
DIRECTORS
The following persons were Directors of Magnis Energy Technologies Ltd during either the whole of the financial year or
were appointed during the year and remained directors at the date of this report, unless otherwise stated:
MR. FRANK POULLAS – EXECUTIVE CHAIRMAN
Appointed Non-Executive - 10 September 2010. Elected Executive Chairman - 29 August 2014.
Mr Poullas has spent over two decades working in the technology, investment banking and engineering industries. During
the last 17 years, Mr Poullas has been involved with assisting several ASX-Listed entities with funding and strategic direction
in the Lithium-ion Battery Materials and Energy sectors.
Current and former directorships of other listed companies in last 3 years
None
Special responsibilities
Mr Poullas is a member of the Health, Safety and Sustainability Committee. As executive Chairman he is an ex-officio
member of each of the committees and a member of the Continuous Disclosure Committee,
MR. HOSHI DARUWALLA - NON-EXECUTIVE DIRECTOR
Appointed Non-Executive - 31 December 2021. Appointed Executive - MD USA26 May 2023
Mr Daruwalla is based in the United States and has a career spanning over three decades where he has started, operated,
and grew businesses across a variety of industries globally from start-ups to significant multinationals. He has held global
senior management roles at corporations such as Daikin Industries, American Air Filter – McQuay, Hong Leong Group and
Purafil. He has operated, seeded, and scaled up businesses in 93+ countries, with successful outcomes including receiving
the prestigious U.S. Presidential E- and E-Star awards for Excellence in U.S. Exports awarded by the U.S. Secretary of
Commerce. Recently, Mr Daruwalla held the role of Executive VP – Strategic Global Expansions; Chairman of the Board,
President, and CEO of the North American entity of EcoPro Battery. He is a Board Member and CEO Mentor at the State
of Georgia District Export Council (U.S. Department of Commerce appointee), and holds a bachelor’s degree in
manufacturing engineering, Masters in Business Administration, and is an alumnus of the Wharton Business School.
Current and former directorships of other listed companies in last three years
None
Special responsibilities
Initially a Member of the Health, Safety and Sustainability Committee and the Nomination & Remuneration Committee, He
transferred to the Audit & Risk Committee and vacated his position on the Health Safety & Sustainability Committee
midway through the H1FY23. He is the Chair of the M&A Committee, which meets as and when required.
MS. MONA E. DAJANI - NON-EXECUTIVE DIRECTOR
Appointed - 29 March 2021
Ms. Dajani has over 20 years of legal practice experience as a dual qualified lawyer in the U.S. and England and as a
licensed professional engineer. She serves as a lead lawyer in complex acquisitions, dispositions, financing, and project
development transactions involving energy and infrastructure facilities in the United States and around the world. She
moved to the firm of Sherman Stirling where she co-leads their Energy and Infrastructure Project Teams.
Current and former directorships of other listed companies in last three years
None
Special responsibilities
Member of the Nominations and Remuneration Committee and a member of the Audit and Risk Committee until as noted
above she transferred to the Health Safety & Sustainability Committee when Hoshi Daruwalla moved to take her place on
the Audit & Risk Committee.in early FY23. For the full year she was a Director and Manager/Director of Imperium3 New
York Inc and iM3NY LLC respectively.
24
ANNUAL REPORT | 2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
2
DIRECTORS’ REPORT
DIRECTORS
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the 'consolidated entity') consisting of Magnis Energy Technologies Ltd (referred to hereafter as the 'Company' or 'Parent
Entity') and the entities it controlled at the end of, or during, the year ended 30 June 2023.
The following persons were Directors of Magnis Energy Technologies Ltd during either the whole of the financial year or
were appointed during the year and remained directors at the date of this report, unless otherwise stated:
MR. FRANK POULLAS – EXECUTIVE CHAIRMAN
Appointed Non-Executive - 10 September 2010. Elected Executive Chairman - 29 August 2014.
Mr Poullas has spent over two decades working in the technology, investment banking and engineering industries. During
the last 17 years, Mr Poullas has been involved with assisting several ASX-Listed entities with funding and strategic direction
in the Lithium-ion Battery Materials and Energy sectors.
Current and former directorships of other listed companies in last 3 years
None
Special responsibilities
Mr Poullas is a member of the Health, Safety and Sustainability Committee. As executive Chairman he is an ex-officio
member of each of the committees and a member of the Continuous Disclosure Committee,
MR. HOSHI DARUWALLA - NON-EXECUTIVE DIRECTOR
Appointed Non-Executive - 31 December 2021. Appointed Executive - MD USA26 May 2023
Mr Daruwalla is based in the United States and has a career spanning over three decades where he has started, operated,
and grew businesses across a variety of industries globally from start-ups to significant multinationals. He has held global
senior management roles at corporations such as Daikin Industries, American Air Filter – McQuay, Hong Leong Group and
Purafil. He has operated, seeded, and scaled up businesses in 93+ countries, with successful outcomes including receiving
the prestigious U.S. Presidential E- and E-Star awards for Excellence in U.S. Exports awarded by the U.S. Secretary of
Commerce. Recently, Mr Daruwalla held the role of Executive VP – Strategic Global Expansions; Chairman of the Board,
President, and CEO of the North American entity of EcoPro Battery. He is a Board Member and CEO Mentor at the State
of Georgia District Export Council (U.S. Department of Commerce appointee), and holds a bachelor’s degree in
manufacturing engineering, Masters in Business Administration, and is an alumnus of the Wharton Business School.
Current and former directorships of other listed companies in last three years
None
Special responsibilities
Initially a Member of the Health, Safety and Sustainability Committee and the Nomination & Remuneration Committee, He
transferred to the Audit & Risk Committee and vacated his position on the Health Safety & Sustainability Committee
midway through the H1FY23. He is the Chair of the M&A Committee, which meets as and when required.
MS. MONA E. DAJANI - NON-EXECUTIVE DIRECTOR
Appointed - 29 March 2021
Ms. Dajani has over 20 years of legal practice experience as a dual qualified lawyer in the U.S. and England and as a
licensed professional engineer. She serves as a lead lawyer in complex acquisitions, dispositions, financing, and project
development transactions involving energy and infrastructure facilities in the United States and around the world. She
moved to the firm of Sherman Stirling where she co-leads their Energy and Infrastructure Project Teams.
Current and former directorships of other listed companies in last three years
None
Special responsibilities
Member of the Nominations and Remuneration Committee and a member of the Audit and Risk Committee until as noted
above she transferred to the Health Safety & Sustainability Committee when Hoshi Daruwalla moved to take her place on
the Audit & Risk Committee.in early FY23. For the full year she was a Director and Manager/Director of Imperium3 New
York Inc and iM3NY LLC respectively.
DIRECTORS’ REPORT
MS. CLAIRE BIBBY - NON-EXECUTIVE DIRECTOR
Appointed - 28 January 2022.
Ms. Bibby has over 30 years of professional experience as a senior lawyer and executive coach. Claire has founded and
co- founded several businesses covering the legal, executive coaching, property-tech and legal-tech spaces and has held
senior management appointments with some of world’s largest companies and top-tier law firms. Claire is a Non-Executive
Director of two other ASX listed companies noted below and sits on a number of unlisted companies and charities including
Arowana International Limited. Claire has been recognised by several professional organisations during her career
including recently being named by Australasian Lawyer as one of the Elite Women of 2021. Claire is also an
Industry/Professional Fellow with the University of Technology Sydney, School of Law.
Current and former directorships of other listed companies in last three years
Comms Group Limited (ASX: CCG), Clime Asset Management (ASX: CIW); Arowana International Limited, (which has
since delisted)
Special responsibilities
Chair of the Audit and Risk Committee, and member of the Nominations and Renumeration Committee and the M&A
Committee and the Continuous Disclosure Committee.
MR. GILES GUNESEKERA - NON-EXECUTIVE DIRECTOR
Appointed - 28 January 2022.
Giles is the Founder and CEO of Global Impact Initiative and has over 25 years’ experience of building and developing
businesses for global organisations. GII is the only Impact Investing business in the world that is acknowledged by the
United Nations as a Global LEAD company and recognised for their high levels of engagement in the United Nations
Sustainable Development Goals (UNSDGs) Giles holds numerous Volunteer Not-for-Profit Directorships ranging from
International Aid, Human Rights, Climate Action, Disabilities, Education, Arts and Sports. Giles is on Advisory Boards for
the United Nations for Climate & Health and Sustainable Finance. Giles has formal academic qualifications from Oxford
University, Melbourne University, Monash University, and the Financial Services Institute of Australia.
Current and former directorships of other listed companies in last three years
None.
Special responsibilities
Chair of the Health, Safety and Sustainability Committee, member of the Audit and Risk Committee and M&A
Committee and Chair of the Nomination & Remuneration Committee and member of the Continuous Disclosure
Committee which roles he took up when Mugunthan Siva resigned in April 2023.
MR. PETER TSEGAS - NON-EXECUTIVE DIRECTOR
Appointed - 16 June 2015.
Mr Tsegas has over 20 years of experience in Tanzania where he’s been a resident for over 15 years. He has worked to
engage both the private and government sectors on several projects and was Managing Director of Tancoal Energy Ltd
which he successfully took from an exploration company to a JV with the Tanzanian government, and then into production.
Current and former directorships of other listed companies in last three years:
Adavale Resources Limited, (ASX: ADD, Appointed 29 November 2019, Resigned 17 June 2020).
Gladiator Resources Limited, (ASX: GLA), which he joined in August 2023.
Special responsibilities
Member of the Health, Safety and Sustainability Committee.
FORMER DIRECTORS + KMP DURING 2023 REPORTING PERIOD
Mr. Mugunthan Siva, Non-Executive Director, 29 March 2021 to 7 April 2023.
Mr. Julian Rockett, Joint Company Secretary and Corporate Counsel, 15 April 2021 to 31 March 2023.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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25
DIRECTORS’ REPORT
DIRECTORS APPOINTED FOLLOWING THE END OF THE 2023 REPORTING PERIIOD
MR. FABRIZIO PERILLI – INDEPENBDENT NON-EXECUTIVE DIRECTOR
Appointed 31 July 2023
Mr Perilli has over 25 years of experience in director level roles and has overseen projects valued at over $6 Billion.
Currently he is co-founder and Managing Director at PERIFA, a vertically integrated international property group. Prior to
PERIFA, Mr Perilli spent 15 years at TOGA Group as its CEO, Development and Construction where he significantly
grew the business and successfully led the company’s focus on achieving value and quality outcomes for all
stakeholders. Mr Perilli was also a Director at Clifton Coney Group (Coffey Projects), and over the 10 years was
responsible for establishing and leading new operations in Sydney, New Zealand, and Vietnam. Mr Perilli is the
president of the Property Council of Australia's NSW division.
Current and former directorships of other listed companies in last three years:
Okapi Resources Limited (ASX: OKR)
KMP DURING 2023 REPORTING PERIOD
MR. DUNCAN GLASGOW - COMPANY SECRETARY AND GROUP GENERAL COUNSEL
Appointed - 10 February 2022.
Mr. Glasgow has over three decades of extensive experience as a corporate and commercial lawyer and company
secretary who has worked across several ASX listed companies as well as private companies in the energy, mining,
retailing and industrial sectors. He has a Bachelor of Arts and a Bachelor of Laws from Macquarie University, is a Fellow
of the Institute of Chartered Secretaries and a Fellow of the Governance Institute and holds an Unqualified Practicing
Certificate from the Law Society of NSW.
DIRECTORS’ INTERESTS
As at the date of this report, the interests (directly or indirectly held) of the Directors in the shares and options of
the Company were:
Director
Mr. F. Poullas
Mr. P. Tsegas
Ms. M. E. Dajani
Mr. M. Siva (Resigned 7 April 2023)
Ms. C. Bibby
Mr. G. Gunesekera
Mr. H. Daruwalla (Appointed Executive 26 May 2023)
Ordinary
Fully Paid
(OFP) Shares
17,387,506
1,270,000
-
700,000
-
-
-
Unlisted
Options over
OFP Shares
Performance
Rights
-
-
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
-
-
-
-
-
PRINCIPAL ACTIVITIES AND SIGNIFICANT CHANGES IN STATE OF AFFAIRS
The Group has business interests across the Lithium-ion battery supply chain in the USA and Tanzania. Magnis’ vision
is to advance their multi-strategy business through:
• Operating as a strategic partner, to support through its parent (in which it holds a majority interest) Imperium3 New
York, Inc’s (‘iM3NY’) lithium-ion battery manufacturing facility to build towards double-digit gigawatt production.
• Developing the Group’s wholly owned Nachu Graphite mining project in Tanzania to produce high purity natural flake
graphite. Upon execution of a Framework Agreement with the Tanzanian Government the percentage ownership will
reduce to 84%.
• Working closely with C4V (of which the Company holds a 9.65% interest) which plans to commercialize their lithium-
ion battery technology and has provided some assistance in producing high performance anode active material from
the Company’s Nachu Graphite feedstock, which will be located in the USA.
• Develop the active anode material business by progressing the agreement reached during the reporting period with
the leading international EV automotive manufacturer.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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DIRECTORS’ REPORT
DIRECTORS’ REPORT
DIRECTORS APPOINTED FOLLOWING THE END OF THE 2023 REPORTING PERIIOD
MR. FABRIZIO PERILLI – INDEPENBDENT NON-EXECUTIVE DIRECTOR
Appointed 31 July 2023
Mr Perilli has over 25 years of experience in director level roles and has overseen projects valued at over $6 Billion.
Currently he is co-founder and Managing Director at PERIFA, a vertically integrated international property group. Prior to
PERIFA, Mr Perilli spent 15 years at TOGA Group as its CEO, Development and Construction where he significantly
grew the business and successfully led the company’s focus on achieving value and quality outcomes for all
stakeholders. Mr Perilli was also a Director at Clifton Coney Group (Coffey Projects), and over the 10 years was
responsible for establishing and leading new operations in Sydney, New Zealand, and Vietnam. Mr Perilli is the
president of the Property Council of Australia's NSW division.
Current and former directorships of other listed companies in last three years:
Okapi Resources Limited (ASX: OKR)
KMP DURING 2023 REPORTING PERIOD
MR. DUNCAN GLASGOW - COMPANY SECRETARY AND GROUP GENERAL COUNSEL
Appointed - 10 February 2022.
Mr. Glasgow has over three decades of extensive experience as a corporate and commercial lawyer and company
secretary who has worked across several ASX listed companies as well as private companies in the energy, mining,
retailing and industrial sectors. He has a Bachelor of Arts and a Bachelor of Laws from Macquarie University, is a Fellow
of the Institute of Chartered Secretaries and a Fellow of the Governance Institute and holds an Unqualified Practicing
As at the date of this report, the interests (directly or indirectly held) of the Directors in the shares and options of
Certificate from the Law Society of NSW.
DIRECTORS’ INTERESTS
the Company were:
Director
Mr. F. Poullas
Mr. P. Tsegas
Ms. M. E. Dajani
Ms. C. Bibby
Mr. G. Gunesekera
Ordinary
Fully Paid
(OFP) Shares
17,387,506
1,270,000
Unlisted
Performance
Options over
OFP Shares
Rights
-
-
2,000,000
2,000,000
-
-
-
-
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
-
-
-
-
-
As at reporting period end, the primary activities, and changes in state-of-affairs of the Company were as follows:
• Mr. David Taylor appointed 1 August 2022 as Chief Executive Officer, resigned in June 2023 with an effective date
of 30 Nov 2023.
•
iM3NY Completed the work fitting out its lithium-Ion battery/cell factory in Endacott, upstate New York USA and
commenced production of cells, which received certification at the end of the reporting period, with little or no sales
possible until certification was achieved.
• The Company entered into a binding offtake agreement with a leading international EV automotive manufacturer to
provided anode active material produced from its Anode Active Material manufacturing facility the LOI for which was
signed at the end of the FY23.
• Global engineering group Ausenco completed a Definitive Feasibility Study for the Nachu Graphite Project, and the
Framework Agreement had largely been agreed, with signing to occur once the Financial Model that is annexed to it
is completed.
• Magnis secured a total of A$25 million when it entered into a Pre-Payment Subscription Agreement with L1 Capital
and Regal Funds Management in March of 2023.
• The Resettlement Program for the projects affected persons from the development of the Nachu Graphite project is
a key precursor before construction of the plant and processing facility can commence. The Group’s wholly owned
subsidiary Uranex Tanzania Limited had completed the works and by the date of the Directors’ report will have
commenced the resettlement of those persons into the newly completed Eco-Village.
Post the reporting period end, the primary activities, and changes in state-of-affairs of the Company were as follows:
• A placement for AUD10million was made through Evolution Capital Pty Ltd, utilizing the Board discretionary limit of
15%.
• A Standby Equity Deed was signed with Evolution Capital Pty Ltd, to provide some additional working capital with a
cap of 80,000,000 shares (also within the Board’s discretionary limit) was signed and announced on September 8,
2023.
REVIEW OF OPERATIONS
LITHIUM-ION BATTERY MANUFACTURING
The Group along with its technology partner Charge CCCV LLC (“C4V”) are the major shareholders in the New York Lithium-
ion battery manufacturing facility, iM3NY. iM3NY is commercialising C4V’s patented technology to produce green
credentialed lithium-ion battery cells for use in energy storage and electric vehicle applications.
Mr. M. Siva (Resigned 7 April 2023)
700,000
Over the year, iM3NY:
Mr. H. Daruwalla (Appointed Executive 26 May 2023)
PRINCIPAL ACTIVITIES AND SIGNIFICANT CHANGES IN STATE OF AFFAIRS
The Group has business interests across the Lithium-ion battery supply chain in the USA and Tanzania. Magnis’ vision
is to advance their multi-strategy business through:
• Operating as a strategic partner, to support through its parent (in which it holds a majority interest) Imperium3 New
York, Inc’s (‘iM3NY’) lithium-ion battery manufacturing facility to build towards double-digit gigawatt production.
• Developing the Group’s wholly owned Nachu Graphite mining project in Tanzania to produce high purity natural flake
graphite. Upon execution of a Framework Agreement with the Tanzanian Government the percentage ownership will
reduce to 84%.
• Working closely with C4V (of which the Company holds a 9.65% interest) which plans to commercialize their lithium-
ion battery technology and has provided some assistance in producing high performance anode active material from
the Company’s Nachu Graphite feedstock, which will be located in the USA.
• Develop the active anode material business by progressing the agreement reached during the reporting period with
the leading international EV automotive manufacturer.
• Finalised the installation and commissioning of key equipment such as Mixing, Coating, Drying, Calendaring,
Slitting, Stamping, Stacking, Electrolyte Filling, etc. and commenced production of cells. Then proceeded to carry
out internal qualification of the cells, this was to ensure compliance with safety and environmental requirements.
• Over the period iM3NY increased its head count from 57 to ~90 at the end of the accounting period.
• Organised the certification of the cells to UN38.3, which took longer than anticipated, so much so that certification
was only achieved late in the reporting period. Whilst this was progressing the company sold small quantities of
cells to existing customers for their internal approval processes.
• HSBC was appointed in late November of Q2, to assist with funding to achieve the expansion aspirations of the
entity which is aiming to achieve a 38GWh output.
• A Joint venture was announced, also late in the reporting period with OSM (which makes three and four-wheeler
electric vehicles), where IM3NY will provide the technology and expertise in exchange for a 26% interest in the
JV.
Also, in anticipation of certification one customer, Sukh Energy has agreed a delivery schedule which will commence in
the second half of calendar 2023. The sales team has continued to focus on obtaining deposits and locking in initial
delivery dates once other customers have completed their internal testing.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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27
DIRECTORS’ REPORT
NACHU GRAPHITE PROJECT UPDATE
DIRECTORS’ REPORT
CAPITAL RAISINGS
Ausenco Services Pty Ltd completed its work on the Definitive Feasibility Study for the Nachu Graphite Project in Tanzania.
The study is based on an annual graphite production of 239,000 tonnes of high-grade graphite concentrate. This was filed
with the ASX in October 2022. This paved the way for progressing the negotiation of the Framework Agreement which
when completed will see 16% of the project being ceded to the Government of Tanzania in accordance with the Mining Act
of Tanzania. The negotiations remain on-going although the only matter outstanding to the execution and the
commencement of production is the approval of the financial model for the project. Magnis, through its wholly owned
subsidiary Magnis Technology Tanzania has retained its Special Exconiomic Zone (SEZ) registration where part of the
purification of the natural graphite will occur. There are benefits from a tax and other imposts from having this registration
and to some extent that has caused Magnis to take longer to finalise the Framework Agreement negotiations.
Uranex Tanzania Limited, a wholly owned subsidiary of the Group has progressed a number of infrastructure projects such
as ponds and dams within the Special Mining Licence boundary. Also the company’s resettlement program utilising Italframe
Limited, a Tanzanian Registered building contractor overseen by project consultants, Norplan Tanzania Ltd has seen the
completion of the construction of the Eco-village to house the 59 families that were living on the special mining licence area.
It is expected that the relocation of the families will be completed during this financial year, which will ensure there is no
impediment to commencement of mining. To facilitate the commencement of mining on the special mining license financial
advisors HCF were engaged to assist with the funding required to acquire the machinery and fund the infrastructure
necessary to process the natural flake graphite once it is mined. This is ongoing.
ANODE ACTIVE MATERIALS BUSINESS
The Company set up a wholly owned subsidiary in the US – Magnis AAM LLC in anticipation of securing the offtake
agreement with the leading International EV manufacturer, details of which were released in February 2023. This required
the location of the site for the plant to be progressed by the end of the reporting period, which was achieved with the
announcement of the LOI for a site in Southwest USA. This will house initially the demonstration plant and then be expanded
with further equipment to manufacture the anode material to satisfy the offtake. Worley have bene engaged to produce the
engineering design for the plant and Hosokawa has been contracted to produce the key piece of equipment for the
administration plant.
NO SIGNIFICANT ANTICIPATED DEVELOPMENTS EXCEPT AS DISCLOSED
The Directors are not aware of any developments other than the on-going challenges posed by developing 3 projects at
the one time, all of which require significant capital and are to differing extents interrelated. The Company is not involved
in or aware of any pending litigation, although as announced ASIC has commenced a further investigation and had
issued a s33 Notice for production of documents following period end and which had been satisfied by the date of this
report. Other than as disclosed above and elsewhere in this report, there have been no further subsequent events.
DIVIDENDS
No dividends have been paid or declared during the year (2022: $NIL). The Directors do not anticipate the declaration
or payment of a dividend in the next financial year.
FUTURE OUTLOOK AND STRATEGY
Magnis’ vision is to be a key global player in the lithium-ion battery value chain with a key focus on the electric vehicles
and clean energy storage markets. The Company envisions the following corporate developments to take place in the
new financial year:
• New York lithium-ion battery plant, Imperium3 New York Inc. (‘iM3NY’) to gradually increase commercial production
to meet customer orders.
•
IM3NY seeks to raise further capital to increase capacity towards double digit gigawatt scale.
• Secure further graphite offtakes, complete and sign the Framework Agreement with Government of Tanzania, which
with the completion of the resettlement of the local inhabitants from the mine site to the Eco-Village will enable the
Nachu Graphite Project in Tanzania to be funded and to commence production of natural flake graphite.
• Progress the Anode Active Materials plant design and build on the site for which an LOI has been signed on 30
June in order to satisfy the initial milestones for the offtake agreement with the Leading International EV automotive
manufacturer.
On 17 March 2023, the Company announced that it had received a binding equity-linked pre-paid share subscription
facility agreement from US-based SBC under which the Company expects to be able to raise up to A$50 million before
fees via two lots of $25m tranches (Funding Proposal). The first tranche of $25m was received on 24 March 2023 from
two New York based investors, L1 Capital $14,189,189 (affiliate entity of SBC Global Investment Fund) and Regal
$10,810,811. Deal fees and legal expenses amounting to $1,415,000 were incurred and deducted upfront from the
proceeds received under the first tranche of funding.
On 24 March 2023, Magnis issued 145,000,000 Ordinary Fully Paid shares as part of receiving its first $25M tranche
before fees, that included:
• 40,000,000 (22,702,703 to L1 Capital, 17,297,297 to Regal) issued as collateral shares that are required to be
paid for or surrendered within 18 months from date of issue.
• 59,594,594 shares were subsequently issued to L1 Capital (L1: 62,594,594 - 3,000,000 from SBC),
• 45,405,406 shares were subsequently issued to Regal.
As at 30 June 2023, the first tranche of the pre-paid share subscription facility had been completed in full with NIL
outstanding balances for Regal and L1 Capital. The company did not take up the offer of the second tranche, instead
relying on a separate placement to Sophisticated Investors in order to raise $10 million.
Magnis Energy Technologies Ltd had 10 employees (including 1 executive director) on 30 June 2023 (2022: 7 employees).
Uranex Tanzania Limited had 12 full-time employees on 30 June 2023. (2022:13 employees)
Imperium 3 New York LLC had 80 employees on 30 June 2023 (2022: 52 employees).
Total
14
7
6
Total
12
Total
80
Gender
Gender
Gender
Male
11
7
4
Male
8
Male
60
Female
3
-
2
Female
4
Female
20
EMPLOYEES
Employees
All Employees and Board
Key Management Personnel
Board
Employees
All Employees and Board
Employees
All Employees and Executives
CORPORATE
CORPORATE INFORMATION
Magnis Energy Technologies Ltd is limited by shares and incorporated and domiciled in Australia. The shares are listed
on the Australian Securities Exchange (“ASX”) under the ASX code MNS. Unlisted options issued to Director’s total
8,000,000 and were either approved by Shareholders at the AGM in 2022 or in 2021 and have not been forfeited prior to
or following the end of the financial year. There are a total of 2,625,000 unlisted options issued to employees either
approved at the AGM in 2022 or earlier and have not been forfeited prior to or following the end of the financial year.
The table below lists total shares that have been issued during the financial year from capital raisings and exercise of
options.
Entity
Magnis Energy Technologies Ltd
148,846,154
Ordinary
$26,128,108
$nil
Number of
shares issued
Class of
shares
Amount paid
for shares
before fees
Amount unpaid
on shares
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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ANNUAL REPORT | 2023
6
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
7
DIRECTORS’ REPORT
NACHU GRAPHITE PROJECT UPDATE
DIRECTORS’ REPORT
CAPITAL RAISINGS
Ausenco Services Pty Ltd completed its work on the Definitive Feasibility Study for the Nachu Graphite Project in Tanzania.
The study is based on an annual graphite production of 239,000 tonnes of high-grade graphite concentrate. This was filed
with the ASX in October 2022. This paved the way for progressing the negotiation of the Framework Agreement which
when completed will see 16% of the project being ceded to the Government of Tanzania in accordance with the Mining Act
of Tanzania. The negotiations remain on-going although the only matter outstanding to the execution and the
commencement of production is the approval of the financial model for the project. Magnis, through its wholly owned
subsidiary Magnis Technology Tanzania has retained its Special Exconiomic Zone (SEZ) registration where part of the
purification of the natural graphite will occur. There are benefits from a tax and other imposts from having this registration
and to some extent that has caused Magnis to take longer to finalise the Framework Agreement negotiations.
Uranex Tanzania Limited, a wholly owned subsidiary of the Group has progressed a number of infrastructure projects such
as ponds and dams within the Special Mining Licence boundary. Also the company’s resettlement program utilising Italframe
Limited, a Tanzanian Registered building contractor overseen by project consultants, Norplan Tanzania Ltd has seen the
completion of the construction of the Eco-village to house the 59 families that were living on the special mining licence area.
It is expected that the relocation of the families will be completed during this financial year, which will ensure there is no
impediment to commencement of mining. To facilitate the commencement of mining on the special mining license financial
advisors HCF were engaged to assist with the funding required to acquire the machinery and fund the infrastructure
necessary to process the natural flake graphite once it is mined. This is ongoing.
ANODE ACTIVE MATERIALS BUSINESS
The Company set up a wholly owned subsidiary in the US – Magnis AAM LLC in anticipation of securing the offtake
agreement with the leading International EV manufacturer, details of which were released in February 2023. This required
the location of the site for the plant to be progressed by the end of the reporting period, which was achieved with the
announcement of the LOI for a site in Southwest USA. This will house initially the demonstration plant and then be expanded
with further equipment to manufacture the anode material to satisfy the offtake. Worley have bene engaged to produce the
engineering design for the plant and Hosokawa has been contracted to produce the key piece of equipment for the
administration plant.
NO SIGNIFICANT ANTICIPATED DEVELOPMENTS EXCEPT AS DISCLOSED
The Directors are not aware of any developments other than the on-going challenges posed by developing 3 projects at
the one time, all of which require significant capital and are to differing extents interrelated. The Company is not involved
in or aware of any pending litigation, although as announced ASIC has commenced a further investigation and had
issued a s33 Notice for production of documents following period end and which had been satisfied by the date of this
report. Other than as disclosed above and elsewhere in this report, there have been no further subsequent events.
No dividends have been paid or declared during the year (2022: $NIL). The Directors do not anticipate the declaration
DIVIDENDS
or payment of a dividend in the next financial year.
FUTURE OUTLOOK AND STRATEGY
Magnis’ vision is to be a key global player in the lithium-ion battery value chain with a key focus on the electric vehicles
and clean energy storage markets. The Company envisions the following corporate developments to take place in the
new financial year:
to meet customer orders.
• New York lithium-ion battery plant, Imperium3 New York Inc. (‘iM3NY’) to gradually increase commercial production
•
IM3NY seeks to raise further capital to increase capacity towards double digit gigawatt scale.
• Secure further graphite offtakes, complete and sign the Framework Agreement with Government of Tanzania, which
with the completion of the resettlement of the local inhabitants from the mine site to the Eco-Village will enable the
Nachu Graphite Project in Tanzania to be funded and to commence production of natural flake graphite.
• Progress the Anode Active Materials plant design and build on the site for which an LOI has been signed on 30
June in order to satisfy the initial milestones for the offtake agreement with the Leading International EV automotive
manufacturer.
On 17 March 2023, the Company announced that it had received a binding equity-linked pre-paid share subscription
facility agreement from US-based SBC under which the Company expects to be able to raise up to A$50 million before
fees via two lots of $25m tranches (Funding Proposal). The first tranche of $25m was received on 24 March 2023 from
two New York based investors, L1 Capital $14,189,189 (affiliate entity of SBC Global Investment Fund) and Regal
$10,810,811. Deal fees and legal expenses amounting to $1,415,000 were incurred and deducted upfront from the
proceeds received under the first tranche of funding.
On 24 March 2023, Magnis issued 145,000,000 Ordinary Fully Paid shares as part of receiving its first $25M tranche
before fees, that included:
• 40,000,000 (22,702,703 to L1 Capital, 17,297,297 to Regal) issued as collateral shares that are required to be
paid for or surrendered within 18 months from date of issue.
• 59,594,594 shares were subsequently issued to L1 Capital (L1: 62,594,594 - 3,000,000 from SBC),
• 45,405,406 shares were subsequently issued to Regal.
As at 30 June 2023, the first tranche of the pre-paid share subscription facility had been completed in full with NIL
outstanding balances for Regal and L1 Capital. The company did not take up the offer of the second tranche, instead
relying on a separate placement to Sophisticated Investors in order to raise $10 million.
EMPLOYEES
Magnis Energy Technologies Ltd had 10 employees (including 1 executive director) on 30 June 2023 (2022: 7 employees).
Employees
All Employees and Board
Key Management Personnel
Board
Total
14
7
6
Gender
Male
11
7
4
Female
3
-
2
Uranex Tanzania Limited had 12 full-time employees on 30 June 2023. (2022:13 employees)
Employees
All Employees and Board
Total
12
Gender
Male
8
Female
4
Imperium 3 New York LLC had 80 employees on 30 June 2023 (2022: 52 employees).
Employees
All Employees and Executives
Total
80
Gender
Male
60
Female
20
CORPORATE
CORPORATE INFORMATION
Magnis Energy Technologies Ltd is limited by shares and incorporated and domiciled in Australia. The shares are listed
on the Australian Securities Exchange (“ASX”) under the ASX code MNS. Unlisted options issued to Director’s total
8,000,000 and were either approved by Shareholders at the AGM in 2022 or in 2021 and have not been forfeited prior to
or following the end of the financial year. There are a total of 2,625,000 unlisted options issued to employees either
approved at the AGM in 2022 or earlier and have not been forfeited prior to or following the end of the financial year.
The table below lists total shares that have been issued during the financial year from capital raisings and exercise of
options.
Entity
Number of
shares issued
Class of
shares
Amount paid
for shares
before fees
Amount unpaid
on shares
Magnis Energy Technologies Ltd
148,846,154
Ordinary
$26,128,108
$nil
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
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29
DIRECTORS’ REPORT
CORPORATE DEVELOPMENT
Following the departure of Mugunthan Siva, the board appointed Fabrizio Perilli as an independent non-executive
director after the end of the fiscal year and that ensured that non-executive directors comprised the majority on the
board.
Name
Mr. Hoshi Daruwalla
Ms. Claire Bibby
Mr. Giles Gunesekera
Role
Executive Managing Director USA
Independent Non-Executive Director
Independent Non-Executive Director
Date Joined
31st December 2021
28th January 2022
28th January 2022
DIRECTOR MOVEMENTS DURING THE YEAR
Directors
Role
Appointment Date
Departure Date
Mr. M. Siva
Mr. H. Daruwalla
Mr. H. Daruwalla
Non-Executive Director
Non-Executive Director
Executive Managing Director USA
29 March 2021
31 December 2021
26 May 2023
7 April 2023
26 May 2023
CAPITAL FUNDS
On 25 July 2022, SBC Global Investment Fund (‘SBC’) requested to convert a further $1,000,000 of their $10.5M convertible
note at $0.26 to receive 3,846,154 fully paid ordinary shares, leaving a remaining balance of $750,000 outstanding. On 24
March 2023 this remaining balance was repaid in full from the new equity-linked pre-paid share subscription facility agreement
provided by L1 Capital Global Opportunities Master Fund (affiliate entity of SBC Global Investment Fund) ("L1 Capital") and
Regal Funds Management ("Regal").
During August 2022, the Company received $840,000 and $300,000 from SBC for converting 4,000,000 of their 7,000,000
collateral options issued in August 2021, into fully paid ordinary shares at $0.28 and $0.30 respectively, leaving a remaining
balance of 3,000,000 outstanding. On 13 April 2023 this remaining balance was closed out in full at $0.21, valuing the
outstanding balance at $630,000. The Board elected not to receive these proceeds but instead use these 3,000,000 collateral
shares to reduce the respective issue of shares called by L1 Capital on 13 April 2023 under the new equity-linked pre-paid
share subscription facility agreement.
On 1 August 2022, Magnis Option Share Trust (MOST) was granted with 1,000,000 unlisted options for the CEO at $0.63
exercise price, and a 3-year expiry period, from its 31 July 2022 issue date.
On 23 September 2022, the Company cancelled 2,000,000 unlisted options at $0.70 exercise price that were issued directly
to Non-Executive Director who had resigned. The Company also lapsed 1,000,000 unlisted options relating to a retiring director,
at $0.70.
On 17 November 2022, 2,000,000 unlisted options at $0.70 exercise price and 30 Oct 2022 expiry date, lapsed within the
Magnis Option Share Trust (MOST).
At the 2022 AGM on 24 November, shareholders approved the previous issue to MOST of 1,375,000 options to staff with an
$0.80 exercise price and a 3-year term as well as approved the issue of 1,300,000 options with an exercise price of $0.60 to
Traxys.
The 4,000,000 outstanding directly held unlisted options at $0.70 exercise price, expiring on 25 November 2024, were
transferred into the Magnis Option Share Trust (‘MOST’) for two Non-Executive Directors in 2022.
On 16 December 2022, Magnis Option Share Trust (‘MOST’) was granted 6,000,000 unlisted options for 3 newly elected non-
executive directors at $0.80 exercise price, with a 3-year expiry period, from their 7 December 2022 issue date.
On 17 March 2023, the Company announced that it had received a binding equity-linked pre-paid share subscription facility
agreement from US-based L1 Capital (previously referred to as SBC) and or its nominee under which the Company expected
to be able to raise up to A$50 million before fees via two lots of $25m tranches (Funding Proposal). The first tranche of $25m
was received on 24 March 2023 from two New York based investors, L1 Capital $14,189,189 (affiliate entity of SBC Global
Investment Fund) and Regal Funds Management Pty Ltd $10,810,811. Deal fees and legal expenses amounting to $1,415,000
were incurred and deducted upfront from the proceeds received under the first tranche of funding.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
30
ANNUAL REPORT | 2023
8
DIRECTORS’ REPORT
On 24 March 2023, Magnis issued 145,000,000 Ordinary Fully Paid shares as part of receiving its first $25M tranche before
fees, that included:
• 40,000,000 (22,702,703 to L1 Capital, 17,297,297 to Regal) as collateral shares that are required to be paid for or
surrendered within 18 months.
• 59,594,594 shares were subsequently issued to L1 Capital (L1: 62,594,594 - 3,000,000 from SBC), and
• 45,405,406 shares were issued to Regal.
As at 30 June 2023, the first tranche of the pre-paid share subscription facility had been completed in full with NIL outstanding
balances for Regal and L1 Capital.
On 19 May 2023, Magnis announced that it had issued 35,000,000 unlisted options (L1 Capital: 14,189,189, Regal:
10,810,811, Evolution: 10,000,000) at $0.50 exercise price, and a 3-year expiry period, from its 18 May 2023 issue date.
On 26 May 2023, Magnis announced that 77,869,167 unlisted options at $0.50 exercise price, and a 3-year expiry period, from
its 26 May 2020 issue date had expired.
SECURITIES AS AT 30 JUNE 2023
The Company had the following securities on issue as at 30 June 2023:
• 1,115,331,483 Ordinary Fully Paid shares on issue.
• 35,000,000 unlisted options remain issued with a strike price at $0.50 and expiring on 18 May 2026.
• 20,000,000 unlisted options remain issued to funding providers (‘LIND & SBC’) with a strike price at $0.40 and
expiring on 25 November 2024.
• 10,000,000 unlisted options remain issued to capital advisors (including Evolution) with a strike price at $0.50 and
expiring on 25 November 2024.
• 13,125,000 unlisted options outstanding in the Magnis Option Share Trust (‘MOST’, formally called Uranex Option
Share Trust), with varying expiry dates ranging from 28 October 2023 to 7 December 2025 and varying exercise
prices ranging from $0.50 to $0.80.
• 4,000,000 performance rights outstanding in the Magnis Executive Rights Trust (‘MERT’)
• 1,250,000 Ordinary Fully Paid shares held in the Magnis Option Share Trust (‘MOST’).
A consolidated cash balance of $22,137,605 (2022: $100,238,244).
CONVERSION OF UNLISTED PERFORMANCE RIGHTS
There were NIL performance rights converted during the period as a result of meeting performance eligibility. (2022: NIL).
EXERCISE OF UNLISTED OPTIONS
There were NIL unlisted options exercised during the period. (2022: 43,559,405)
EXERCISE OF LISTED OPTIONS
No listed options exist, and none were exercised.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
9
31
DIRECTORS’ REPORT
OPERATING RESULTS FOR THE YEAR
2023
Income
$
Results
$
Lithium-ion battery investments
123,837
(57,927,224)
Graphite exploration and development
266,936
(14,790,382)
Intersegment elimination
-
-
Income and losses before tax
390,773
(72,717,606)
SUBSEQUENT EQUITY EVENT: CAPITAL RAISING
On 17 July 2023, Magnis announced it had that it has received firm commitments raising $10 Million via the placement of
83,333,334 shares at $0.12 per share, which will be issued within the capacity under Listing Rule 7.1. The placement was
made to local and overseas institutional fund managers along with professional and sophisticated investors. Net funds
received will be used to provide working capital as well as advance all projects including the AAM Demonstration Plant and
the Nachu Graphite Project. Directors participating in the placement will require shareholder approval under Listing Rule
10.11 at the next Company AGM.
On 8 September 2023, Magnis announced it had that it has entered into a standby equity facility agreement (“Equity Facility”)
with Evolution Capital Pty Ltd (“Evolution Capital”) along with its terms for the purpose of providing the Company another
option to raise funds while it continues to advance IM3NY production and corporate endeavours. On 11 September 2023
Magnis issued a placement of 20 million shares with Evolution Capital as security for the obligations Magnis owes Evolution
Capital under the Equity Facility, with 60 million remaining to be issued. A maximum of 80 million shares (in 4 individual
placements of up to 20 million shares each) may be issued to Evolution Capital under the Equity Facility.
REVIEW OF FINANCIAL POSITION
LIQUIDITY AND CAPITAL RESOURCES
The Group statement of cash flows shows a decrease in cash and cash equivalents for the year ended 30 June 2023 of
$80,280,443 (2022: increase $20,889,367).
During the year, the Group raised $26,128,108 (2022: $23,561,500) before costs via capital raisings and $NIL proceeds
from options exercised (2022: 21,779,703).
At year end the Group had liquid funds of $22,137,605 (2022: $100,238,244) available for future operational and
investment use and borrowings of $150,631,220 (2022: $145,111,133). For a breakup of liquidity, refer to Notes 6 and
Note 14(c)f for borrowing.
SHARES ISSUED DURING PERIOD
During the year ended 30 June 2023, the Company issued 148,846,154 Ordinary Fully Paid shares (2022: 115,050,783)
raising $26,128,108 in equity before fees (2022: $45,341,203).
CAPITAL EXPENDITURE
Capital expenditure by the Group on plant and equipment during the year was $43,153,600 (2022: $34,105,551).
GROUP PERFORMANCE
Annual Net Income
Consolidated loss after tax ($)
2023
72,717,606
2022
61,697,819
2021
12,032,230
2020
7,378,601
2019
5,549,553
Shareholder Returns
Share price at financial year end ($)
Basic loss per share (cents)
Diluted loss per share (cents)
2023
0.14
6.52
6.52
2022
0.30
6.38
6.38
2021
0.26
1.41
1.41
2020
0.08
1.11
1.11
2019
0.19
0.92
0.92
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
32
ANNUAL REPORT | 2023
10
DIRECTORS’ REPORT
OPERATING RESULTS FOR THE YEAR
DIRECTORS’ REPORT
RISK MANAGEMENT
2023
Income
$
Results
$
Lithium-ion battery investments
123,837
(57,927,224)
Graphite exploration and development
266,936
(14,790,382)
Intersegment elimination
-
-
Income and losses before tax
390,773
(72,717,606)
SUBSEQUENT EQUITY EVENT: CAPITAL RAISING
On 17 July 2023, Magnis announced it had that it has received firm commitments raising $10 Million via the placement of
83,333,334 shares at $0.12 per share, which will be issued within the capacity under Listing Rule 7.1. The placement was
made to local and overseas institutional fund managers along with professional and sophisticated investors. Net funds
received will be used to provide working capital as well as advance all projects including the AAM Demonstration Plant and
the Nachu Graphite Project. Directors participating in the placement will require shareholder approval under Listing Rule
10.11 at the next Company AGM.
On 8 September 2023, Magnis announced it had that it has entered into a standby equity facility agreement (“Equity Facility”)
with Evolution Capital Pty Ltd (“Evolution Capital”) along with its terms for the purpose of providing the Company another
option to raise funds while it continues to advance IM3NY production and corporate endeavours. On 11 September 2023
Magnis issued a placement of 20 million shares with Evolution Capital as security for the obligations Magnis owes Evolution
Capital under the Equity Facility, with 60 million remaining to be issued. A maximum of 80 million shares (in 4 individual
placements of up to 20 million shares each) may be issued to Evolution Capital under the Equity Facility.
REVIEW OF FINANCIAL POSITION
LIQUIDITY AND CAPITAL RESOURCES
The Group statement of cash flows shows a decrease in cash and cash equivalents for the year ended 30 June 2023 of
$80,280,443 (2022: increase $20,889,367).
During the year, the Group raised $26,128,108 (2022: $23,561,500) before costs via capital raisings and $NIL proceeds
from options exercised (2022: 21,779,703).
At year end the Group had liquid funds of $22,137,605 (2022: $100,238,244) available for future operational and
investment use and borrowings of $150,631,220 (2022: $145,111,133). For a breakup of liquidity, refer to Notes 6 and
Note 14(c)f for borrowing.
SHARES ISSUED DURING PERIOD
CAPITAL EXPENDITURE
GROUP PERFORMANCE
Annual Net Income
During the year ended 30 June 2023, the Company issued 148,846,154 Ordinary Fully Paid shares (2022: 115,050,783)
raising $26,128,108 in equity before fees (2022: $45,341,203).
Capital expenditure by the Group on plant and equipment during the year was $43,153,600 (2022: $34,105,551).
Consolidated loss after tax ($)
72,717,606
61,697,819
12,032,230
7,378,601
5,549,553
2023
2022
2021
2020
2019
Shareholder Returns
Share price at financial year end ($)
Basic loss per share (cents)
Diluted loss per share (cents)
2023
0.14
6.52
6.52
2022
0.30
6.38
6.38
2021
0.26
1.41
1.41
2020
0.08
1.11
1.11
2019
0.19
0.92
0.92
The Board is responsible for ensuring that risks are identified, which has been delegated to the Audit & Risk Committee
to be reviewed on a timely basis and that the Group’s management addresses the risks identified.
Risks identified have been captured in the risk register and appropriately categorised as to likelihood and consequence
and relevant mitigants noted. This register was created in consultations between the Audit & Risk Committee and
management. the Risk Register, which is constantly reviewed and updated,
Management and staff operate under numerous policies in their day-to-day operations which are designed to assist in
reducing the identified risks.
The Board strategically reviews operational activities and conveys to management as well as shareholders its objectives
and reports on progress against those objectives.
The Board approves operating and capital budgets and at its meetings monitors actual expenditure against those
budgets.
The Board reviews sovereign, operating and environmental risks with management and from time-to-time external
consultants provide reports on its practices. The prior year saw a number of initiatives begun that straddled this, in
particular the engagement of IBIS to perform a Vendor ESG Audit, then towards the end of the year a proposal was
approved by the Health Safety & Sustainability Committee to appoint.
The Board assesses political and sovereign risks relating to its international assets by monitoring local media and
politics. Group representatives liaise with all relevant levels of Government to maintain awareness as to matters that
may affect the Company. Mr. Tsegas, the Company’s resident director assists by monitoring and with the assistance of
local management helps reduce sovereign risks for its Tanzanian assets and the management of those. Also, our US
based directors Ms Dajani and Hoshi Daruwalla keep the Board informed of developments and assisted the Board to
address any emerging risks. It was felt with the increased focus on the US that Hoshi Daruwalla should become more
involved, so he was towards the end of the reporting period appointed as MD(USA) and in so doing take a more hands
on approach and better able to address risks more directly. One key matter was the sourcing of the LOI for the AAM
plant site which would utilize some of the beneficial incentives offered by the state and local communities where it is to
be located.
The other Committees have specific responsibilities for making recommendations for adoption, in the areas appropriate
to their Charters.
Numerous risks are associated with the Company’s businesses, failing to keep pace with technological advancements,
capital requirements, and growing competition makes the Company’s activities risky concerning its battery
manufacturing investments.
Likewise, the realisation of the project including processing, from its Nachu Graphite Project will be very capital
intensive. The degree of success depends on numerous factors, including negotiating suitable commercial off-take
agreements, funding, sovereign risks, relevant commodity prices, the quality and scale of the resource, and commercial
partnerships to manage these operations.
In balancing and managing these diverse risks, will provide substantial rewards for investors that compensate for the
level of risk inherent to projects of this nature.
Magnis from a resource and technological perspective is positioned in the lithium-ion battery space, as such it benefits
from tailwinds of political, technical, and economic changes that are focusing on that. These forces, in particular the
economic, are increasingly embracing electrical power together with other renewable energy strategies.
There is an international consensus to reduce global carbon emissions. Not surprisingly, this has coincided with an
increased level of ‘green’ investment interest and technological achievements that support a paradigm shift from the
dominant reliance on fossil fuels last century. The Board considers Magnis well-positioned to capitalise on the broader
macro-economic changes.
Furthermore, the Group continues to access funds through the capital markets to fund its business needs and strategic
goals and intends to do so until it is self-sustaining through revenue.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
10
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
11
33
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
iM3NY has been delayed in achieving any material sales due to the demand in the US fostered by the Biden
Administrations IRA initiatives causing over demand on the resources of certifies such that its batteries only received
certification towards the end of the financial year thus preventing any meaningful sales even though the fit out of the
plant was substantially completed early in the financial year.
As the construction of the resettlement village has largely been completed the next step is to actually resettle the people
that are currently located on the proposed mine site and before the mining can commence the Framework Agreement
which is almost complete needs to be signed off and executed by the Tanzanian Government.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group’s exploration activities in Tanzania are subject to environmental regulations and guidelines in the licenced
areas. Failure to meet environmental conditions attaching to the group’s mineral tenements could lead to forfeiture of
the tenements.
No environmental breaches have occurred or have been notified by any government agencies during the year ended 30
June 2023. The Vendor ESG audit conducted at the end of the prior reporting period did not reveal any concerning gaps
in respect to this or any other areas covered by the audit, specifically noting the positives arising from the Group’s
community engagement.
The New York lithium-ion battery plant is also subject to Environmental and Planning Regulations from various
government authorities, which are being strictly adhered to by iM3NY.
DIRECTORS MEETINGS
The number of Directors meetings held (including meetings of committees of Directors) and the number of meetings
attended by each of the Directors of the Company during the financial year are illustrated in the table below:
Directors
Meeting
Audit & Risk
Committee
A
B
A
B
Nominations
&
Remuneration
Committee
B
A
Health, Safety &
Sustainability
Committee
A
B
Number
of
meetings
attended:
F. Poullas
P. Tsegas
M. Siva
M.E. Dajani*
C. Bibby
H. Daruwalla*
G. Gunesekera ^
13
13
11
13
13
13
13
13
9
9
7
13
13
13
-
-
-
1
5
4
5
-
-
-
0
5
3
5
-
-
4
5
5
5
1
-
-
4
1
4
3
1
4
4
3
3
-
1
4
1
3
2
3
-
0
4
Notes:
A. Number of meetings held during the year whilst the director held office.
B. Number of meetings attended.
* Hoshi Daruwalla and Mona Dajani swapped Committees early in FY23 with Mona Dajani moving to the Health Safety & Sustainability Committee
from the Audit & Risk Committee.
^ as noted below Giles Gunesekera took over as Chair of the Nomination and Remuneration Committee when Mugunthan Siva resigned in April
2023.
The Audit & Risk Committee initially comprised C Bibby (Chair), M.E. Dajani and G. Gunasekera, this changed early in the financial year and is now
composed of C. Bibby (Chair) G. Gunesekera and H Daruwalla.
The Nominations & Remuneration Committee initially comprised M. Siva (Chair), M.E. Dajani, H Daruwalla, C. Bibby this has changed from April 2023 to
G. Gunesekera (Chair), M.E. Dajani, C. Bibby, and H. Daruwalla
The Health, Safety & Sustainability Committee initially comprised of G. Gunesekera (Chair), F. Poullas, P. Tsegas, M. Siva and H. Daruwalla. This then
changed early in the financial year to G. Gunesekera (Chair), F. Poullas, P. Tsegas, M. Siva (who resigned
in April 2023 and wasn’t replaced) and M.E. Dajani.
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and executives.
REMUNERATION POLICY
The Board recognises that the performance of the Group depends upon the quality of its Directors and executives. To
achieve its operating and financial activities the Group must attract, motivate, and retain highly skilled Directors and
The Charter of the Remuneration and Nominations Committee, recently updated ensures that the Committee sets
appropriate remuneration, goals and STI and LTI structures and following that submits its recommendation for any changes
to the Board for its consideration, which it did prior to the end of the financial year, and which was approved by the board. As
yet that has not been implemented. All remuneration paid to Directors and executives is valued at the cost to the Group and
executives.
expensed.
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment
and responsibilities and where additional work is required a rate has been set and approved by the board. The Board
determines payments to the Executive Directors (namely Peter Tsegas and Frank Poullas) and reviews their remuneration
annually, based on market practice and their duties and accountability. The current maximum aggregate of Non-Executive
Directors fees payable is $650,000; having been approved by shareholders at the Company’s Annual General Meeting held
on 17 November 2017.
Presently, Non-executive Directors receive annual fees of between $65,000 to $70,000, The Managing Director (USA)
US$290,000 net of taxes and superannuation (referred to in the USA as a 401 entitlement), and the Executive Chairman
$120,000 plus consulting fees which are described below. An additional $5,000 per annum is paid to Directors who Chair
Committees, except for the Audit and Risk Committee, where the Chair receives $15,000 per annum. Superannuation is
payable under each Director’s service agreement and in accordance with the Superannuation Guarantee Charge Act (Cth).
A fee per meeting has been set for participation by directors in the M&A Committee as that committee meets sporadically.
DIRECTOR AND OTHER EXECUTIVE DETAILS
Listed on pages 2-4 of the Directors’ Report are persons who acted as a director of the Company during the whole of
the financial year or resigned during the year or were appointed since the end of the financial year. For the purposes of
this report, Key Management Personnel (KMP) of the Company are those persons having authority and responsibility
for planning directing and controlling the major activities of the Company, directly or indirectly, or were senior or key
management employees. In addition to the Directors, the following were KMP during the financial year:
• Mr. Rodney Chittenden - Project Director (from 1 September 2020)
• Mr. Duncan Glasgow - Company Secretary and Group General Counsel (from 10 February 2022)
• Dr. Jawahar Nerkar - Director of Battery Technologies (from 19 July 2021)
• Mr. Jürgen Behrens - Chief Financial Officer (from 1 April 2020)
PERFORMANCE BASED REMUNERATION
The Group currently has no performance-based remuneration component built into KMP remuneration packages. As
noted in the Corporate Governance Statement the Nomination & Remuneration Committee can recommend bonuses
and had recommended a new Remuneration Structure to the board which had been approved, however, too late in the
year to be utilised for that purpose. No bonuses were agreed to be paid, even though the CEO had a bonus potential
he resigned during the year which removed any entitlement.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL (KMP)
A total of $1,048,606 was paid in consultancy fees to related parties of the KMP, and Non-Executive Directors during the
financial year (2022: $397,440). The consultancy and personal exertion activities and services in addition to those which
are required to satisfy their roles as directors of the board and relevant committees are provided under commercial terms
on arm’s length basis and on terms better than would be obtained by the company from independent third parties with the
same or similar skill sets to those of the directors providing those activities and services. For example, Hoshi Daruwalla,
before he became an executive director invoiced the company at a rate that was in excess of 10% lower than he would be
charged out by his consulting company to other non-associated entities. Claire Bibby applied her extensive experience as
a senior lawyer and coach to assist the company address matters that were outside her usual director’s duties, in particular
attending meetings held at times to accommodate the group’s diverse business locations. The same applies for Giles
Gunekesera as he provided invaluable ESG input to assist with securing the Offtake agreement with the Leading
International EV automotive manufacturer. The M&A Committee which was constituted in January 2023 and comprised
Hoshi Daruwalla (as Chair), Claire Bibby and Giles Gunekesera met on 4 occasions formally and on numerous other
occasions over the first few months of calendar 2023. The Committee members received an amount per formal meeting,
otherwise they recorded the additional times that they worked on matters relevant to the charter of the M&A Committee and
charged again at a discounted arm’s length basis. The details of these additional activities and service costs are disclosed
in detail under Notes 24 and 25.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
34
12
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
13
ANNUAL REPORT | 2023
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
iM3NY has been delayed in achieving any material sales due to the demand in the US fostered by the Biden
Administrations IRA initiatives causing over demand on the resources of certifies such that its batteries only received
certification towards the end of the financial year thus preventing any meaningful sales even though the fit out of the
plant was substantially completed early in the financial year.
As the construction of the resettlement village has largely been completed the next step is to actually resettle the people
that are currently located on the proposed mine site and before the mining can commence the Framework Agreement
which is almost complete needs to be signed off and executed by the Tanzanian Government.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group’s exploration activities in Tanzania are subject to environmental regulations and guidelines in the licenced
areas. Failure to meet environmental conditions attaching to the group’s mineral tenements could lead to forfeiture of
the tenements.
No environmental breaches have occurred or have been notified by any government agencies during the year ended 30
June 2023. The Vendor ESG audit conducted at the end of the prior reporting period did not reveal any concerning gaps
in respect to this or any other areas covered by the audit, specifically noting the positives arising from the Group’s
community engagement.
The New York lithium-ion battery plant is also subject to Environmental and Planning Regulations from various
government authorities, which are being strictly adhered to by iM3NY.
DIRECTORS MEETINGS
The number of Directors meetings held (including meetings of committees of Directors) and the number of meetings
attended by each of the Directors of the Company during the financial year are illustrated in the table below:
Directors
Meeting
Audit & Risk
Committee
Nominations
Health, Safety &
&
Remuneration
Committee
Sustainability
Committee
A
B
A
B
A
B
A
B
Number
of
meetings
attended:
F. Poullas
P. Tsegas
M. Siva
M.E. Dajani*
C. Bibby
H. Daruwalla*
G. Gunesekera ^
13
13
11
13
13
13
13
13
9
9
7
13
13
13
-
-
-
1
5
4
5
-
-
-
0
5
3
5
-
-
4
5
5
5
1
-
-
4
1
4
3
1
4
4
3
3
-
1
4
1
3
2
3
-
0
4
Notes:
A. Number of meetings held during the year whilst the director held office.
B. Number of meetings attended.
* Hoshi Daruwalla and Mona Dajani swapped Committees early in FY23 with Mona Dajani moving to the Health Safety & Sustainability Committee
^ as noted below Giles Gunesekera took over as Chair of the Nomination and Remuneration Committee when Mugunthan Siva resigned in April
from the Audit & Risk Committee.
2023.
The Audit & Risk Committee initially comprised C Bibby (Chair), M.E. Dajani and G. Gunasekera, this changed early in the financial year and is now
composed of C. Bibby (Chair) G. Gunesekera and H Daruwalla.
The Nominations & Remuneration Committee initially comprised M. Siva (Chair), M.E. Dajani, H Daruwalla, C. Bibby this has changed from April 2023 to
G. Gunesekera (Chair), M.E. Dajani, C. Bibby, and H. Daruwalla
The Health, Safety & Sustainability Committee initially comprised of G. Gunesekera (Chair), F. Poullas, P. Tsegas, M. Siva and H. Daruwalla. This then
changed early in the financial year to G. Gunesekera (Chair), F. Poullas, P. Tsegas, M. Siva (who resigned
in April 2023 and wasn’t replaced) and M.E. Dajani.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
12
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and executives.
REMUNERATION POLICY
The Board recognises that the performance of the Group depends upon the quality of its Directors and executives. To
achieve its operating and financial activities the Group must attract, motivate, and retain highly skilled Directors and
executives.
The Charter of the Remuneration and Nominations Committee, recently updated ensures that the Committee sets
appropriate remuneration, goals and STI and LTI structures and following that submits its recommendation for any changes
to the Board for its consideration, which it did prior to the end of the financial year, and which was approved by the board. As
yet that has not been implemented. All remuneration paid to Directors and executives is valued at the cost to the Group and
expensed.
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment
and responsibilities and where additional work is required a rate has been set and approved by the board. The Board
determines payments to the Executive Directors (namely Peter Tsegas and Frank Poullas) and reviews their remuneration
annually, based on market practice and their duties and accountability. The current maximum aggregate of Non-Executive
Directors fees payable is $650,000; having been approved by shareholders at the Company’s Annual General Meeting held
on 17 November 2017.
Presently, Non-executive Directors receive annual fees of between $65,000 to $70,000, The Managing Director (USA)
US$290,000 net of taxes and superannuation (referred to in the USA as a 401 entitlement), and the Executive Chairman
$120,000 plus consulting fees which are described below. An additional $5,000 per annum is paid to Directors who Chair
Committees, except for the Audit and Risk Committee, where the Chair receives $15,000 per annum. Superannuation is
payable under each Director’s service agreement and in accordance with the Superannuation Guarantee Charge Act (Cth).
A fee per meeting has been set for participation by directors in the M&A Committee as that committee meets sporadically.
DIRECTOR AND OTHER EXECUTIVE DETAILS
Listed on pages 2-4 of the Directors’ Report are persons who acted as a director of the Company during the whole of
the financial year or resigned during the year or were appointed since the end of the financial year. For the purposes of
this report, Key Management Personnel (KMP) of the Company are those persons having authority and responsibility
for planning directing and controlling the major activities of the Company, directly or indirectly, or were senior or key
management employees. In addition to the Directors, the following were KMP during the financial year:
• Mr. Rodney Chittenden - Project Director (from 1 September 2020)
• Mr. Duncan Glasgow - Company Secretary and Group General Counsel (from 10 February 2022)
• Dr. Jawahar Nerkar - Director of Battery Technologies (from 19 July 2021)
• Mr. Jürgen Behrens - Chief Financial Officer (from 1 April 2020)
PERFORMANCE BASED REMUNERATION
The Group currently has no performance-based remuneration component built into KMP remuneration packages. As
noted in the Corporate Governance Statement the Nomination & Remuneration Committee can recommend bonuses
and had recommended a new Remuneration Structure to the board which had been approved, however, too late in the
year to be utilised for that purpose. No bonuses were agreed to be paid, even though the CEO had a bonus potential
he resigned during the year which removed any entitlement.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL (KMP)
A total of $1,048,606 was paid in consultancy fees to related parties of the KMP, and Non-Executive Directors during the
financial year (2022: $397,440). The consultancy and personal exertion activities and services in addition to those which
are required to satisfy their roles as directors of the board and relevant committees are provided under commercial terms
on arm’s length basis and on terms better than would be obtained by the company from independent third parties with the
same or similar skill sets to those of the directors providing those activities and services. For example, Hoshi Daruwalla,
before he became an executive director invoiced the company at a rate that was in excess of 10% lower than he would be
charged out by his consulting company to other non-associated entities. Claire Bibby applied her extensive experience as
a senior lawyer and coach to assist the company address matters that were outside her usual director’s duties, in particular
attending meetings held at times to accommodate the group’s diverse business locations. The same applies for Giles
Gunekesera as he provided invaluable ESG input to assist with securing the Offtake agreement with the Leading
International EV automotive manufacturer. The M&A Committee which was constituted in January 2023 and comprised
Hoshi Daruwalla (as Chair), Claire Bibby and Giles Gunekesera met on 4 occasions formally and on numerous other
occasions over the first few months of calendar 2023. The Committee members received an amount per formal meeting,
otherwise they recorded the additional times that they worked on matters relevant to the charter of the M&A Committee and
charged again at a discounted arm’s length basis. The details of these additional activities and service costs are disclosed
in detail under Notes 24 and 25.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
13
35
ANNUAL REPORT | 2023
DIRECTORS’ REPORT
TABLE 1: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2023
DIRECTORS’ REPORT
Non-Executive Directors
P. Tsegas
M. E. Dajani
M. Siva (Resigned 7 April 2023)
C. Bibby
G. Gunesekera
Z. Pavri (Resigned 24 Dec 2021) **
Key Management Personnel
F. Poullas *
H. Daruwalla (Appointed 26 May 2023)
D. Taylor (Appointed 1 August 2022)
R. Chittenden
J. Behrens
D. Glasgow
Dr. J Nerkar
Salary &
Fees
Cash
Bonus
Termination
Benefits
$
$
$
Post
Employment
Benefits ^
$
SBP
Options #
Total
$
$
65,000
65,000
52,500
85,349
56,511
-
120,000
76,005
366,667
250,000
165,000
275,000
160,000
1,740,032
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,512
8,982
6,249
-
12,000
-
23,185
25,851
17,325
25,292
16,800
(100)
-
-
64,900
65,000
58,012
168,000
168,000
(282,200)
262,311
233,760
(282,200)
(100)
168,000
153,600
-
-
-
-
132,500
244,005
543,452
275,851
182,325
300,292
176,800
141,776
375,200
2,257,008
TABLE 3: OPTIONS EXPIRED \ LAPSED
* Fees were paid to related entities.
^ Includes superannuation and movements in employee entitlements.
** the options associated were forfeited as required under the terms of MOST.
# Share Based Payments (SBP) consist of unlisted options issued in MOST.
TABLE 2: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2022
Non-Executive Directors
P. Tsegas
M. E. Dajani
M. Siva
C. Bibby (Appointed 28 Jan 2022)
G. Gunesekera (Appointed 28 Jan 2022)
H. Daruwalla (Appointed 31 Dec 2021)
Prof. M.S. Whittingham (Resigned 31 Dec
2021)
Z. Pavri ** (Resigned 24 Dec 2021)
Dr. R. Petty (Resigned 17 Nov. 2021)
Key Management Personnel
F. Poullas *
I. Nagendra
R. Chittenden
J. Behrens
J. Rockett *
D. Glasgow (Appointed 10 Feb 2022)
Dr. J Nerkar (Appointed 19 July 2021)
Salary &
Fees
Cash
Bonus
Termination
Benefits
$
$
$
Post
Employment
Benefits ^
$
SBP
Options #
Total
$
$
65,000
65,000
70,206
33,420
46,258
35,192
35,000
33,741
31,358
120,000
145,165
145,833
151,667
127,600
105,982
144,920
1,356,342
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,020
3,342
4,711
-
3,520
-
(4,225)
282,200
282,200
-
-
-
(2,770)
282,200
60,775
347,200
359,426
36,762
50,969
35,192
32,230
319,461
31,358
12,000
(4,225)
127,775
-
-
15,167
-
10,002
14,492
47,200
23,600
23,600
-
-
11,800
192,365
169,433
190,434
127,600
115,984
171,212
70,254
941,580
2,368,176
* Fees were paid to related entities.
^ Includes superannuation and movements in employee entitlements.
** the options associated were forfeited as required under the terms of MOST.
# Share Based Payments (SBP) consist of unlisted options issued in MOST.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
36
ANNUAL REPORT | 2023
14
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
15
COMPENSATION SHARES AND OPTIONS GRANTED AND VESTED
During the financial year, the following share-based payments were awarded, vested, exercised, or lapsed:
TABLE 1: OPTIONS AWARDED
Grant Date and
Vesting Date
Expiry Date
31-Jul-2022
31-Jul-2025
7-Dec-2022
7-Dec-2025
19-May-2023
18-May-2026
Grant Date Fair
Value
$
0.153600
0.084000
0.055600
Number
1,000,000
6,000,000
10,000,000
17,000,000
Original Exercise
Price of Option
Fair Value
Expense under
AASB 2
$
0.63
0.80
0.50
$
153,600
504,000
556,000
1,213,600
0.07139
WEIGHTED AVERAGE FAIR VALUE OF OPTIONS GRANTED:
TABLE 2: OPTIONS EXERCISED
Grant Date and
Vesting Date
Expiry Date
N\A
Grant Date Fair
Value
$
Number
Original Exercise
Price of Option
$
Fair Value
Expense under
AASB 2
$
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
$
26-Nov-2019
25-Nov-2021
31-Oct-22
23-Nov-24
0.000100
0.141100
Number
2,000,000
2,000,000
4,000,000
Original Exercise
Price of Option
Fair Value
Expense under
AASB 2
$
0.70
0.70
$
200
282,200
282,400
COMPENSATION SHARES AND RIGHTS GRANTED AND VESTED
During the financial year, the following rights-based payments were awarded, vested, converted, or lapsed:
TABLE 4: PERFORMANCE RIGHTS AWARDED
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
Number
Original Exercise
Price of Right
Fair Value
Expense under
AASB 2
n\a
n\a
WEIGHTED AVERAGE FAIR VALUE OF RIGHTS GRANTED:
0.00000
TABLE 5: PERFORMANCE RIGHTS CONVERTED
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
Number
Original Exercise
Price of Right
Fair Value
Expense under
AASB 2
$
-
$
-
$
-
n\a
n\a
TABLE 6: PERFORMANCE RIGHTS LAPSED
n\a
n\a
$
0.00
$
0.00
$
0.00
-
-
-
-
-
$
-
$
$
-
-
-
-
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
Number
Original Exercise
Price of Right
Fair Value
Expense under
AASB 2
$
0.63
0.80
0.50
$
153,600
504,000
556,000
1,213,600
0.07139
Original Exercise
Price of Option
Fair Value
Expense under
AASB 2
TABLE 2: OPTIONS EXERCISED
WEIGHTED AVERAGE FAIR VALUE OF OPTIONS GRANTED:
DIRECTORS’ REPORT
COMPENSATION SHARES AND OPTIONS GRANTED AND VESTED
During the financial year, the following share-based payments were awarded, vested, exercised, or lapsed:
TABLE 1: OPTIONS AWARDED
Grant Date and
Vesting Date
Expiry Date
31-Jul-2022
31-Jul-2025
7-Dec-2022
7-Dec-2025
19-May-2023
18-May-2026
Grant Date Fair
Value
$
0.153600
0.084000
0.055600
Number
1,000,000
6,000,000
10,000,000
17,000,000
DIRECTORS’ REPORT
TABLE 1: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2023
Salary &
Fees
Cash
Bonus
Termination
Benefits
Post
Employment
Benefits ^
SBP
Options #
Total
$
$
$
$
$
$
Z. Pavri (Resigned 24 Dec 2021) **
-
(282,200)
(282,200)
* Fees were paid to related entities.
** the options associated were forfeited as required under the terms of MOST.
^ Includes superannuation and movements in employee entitlements.
# Share Based Payments (SBP) consist of unlisted options issued in MOST.
TABLE 2: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2022
Salary &
Fees
Cash
Bonus
Termination
Benefits
Post
Employment
Benefits ^
SBP
Options #
Total
$
$
$
$
$
$
Non-Executive Directors
P. Tsegas
M. E. Dajani
C. Bibby
G. Gunesekera
M. Siva (Resigned 7 April 2023)
Key Management Personnel
F. Poullas *
H. Daruwalla (Appointed 26 May 2023)
D. Taylor (Appointed 1 August 2022)
R. Chittenden
J. Behrens
D. Glasgow
Dr. J Nerkar
Non-Executive Directors
P. Tsegas
M. E. Dajani
M. Siva
C. Bibby (Appointed 28 Jan 2022)
G. Gunesekera (Appointed 28 Jan 2022)
H. Daruwalla (Appointed 31 Dec 2021)
Prof. M.S. Whittingham (Resigned 31 Dec
2021)
Z. Pavri ** (Resigned 24 Dec 2021)
Dr. R. Petty (Resigned 17 Nov. 2021)
Key Management Personnel
F. Poullas *
I. Nagendra
R. Chittenden
J. Behrens
J. Rockett *
D. Glasgow (Appointed 10 Feb 2022)
Dr. J Nerkar (Appointed 19 July 2021)
65,000
65,000
52,500
85,349
56,511
-
120,000
76,005
366,667
250,000
165,000
275,000
160,000
1,740,032
65,000
65,000
70,206
33,420
46,258
35,192
35,000
33,741
31,358
120,000
145,165
145,833
151,667
127,600
105,982
144,920
1,356,342
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(100)
-
-
168,000
168,000
(100)
168,000
153,600
-
-
5,512
8,982
6,249
12,000
-
23,185
25,851
17,325
25,292
16,800
-
-
-
-
-
-
-
-
(4,225)
282,200
282,200
7,020
3,342
4,711
(2,770)
3,520
282,200
47,200
23,600
23,600
11,800
15,167
10,002
14,492
-
-
-
-
-
-
-
-
-
64,900
65,000
58,012
262,311
233,760
132,500
244,005
543,452
275,851
182,325
300,292
176,800
60,775
347,200
359,426
36,762
50,969
35,192
32,230
319,461
31,358
192,365
169,433
190,434
127,600
115,984
171,212
70,254
941,580
2,368,176
Grant Date and
Vesting Date
N\A
Expiry Date
Grant Date Fair
Value
Number
Original Exercise
Price of Option
$
$
Fair Value
Expense under
AASB 2
$
141,776
375,200
2,257,008
TABLE 3: OPTIONS EXPIRED \ LAPSED
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
26-Nov-2019
25-Nov-2021
31-Oct-22
23-Nov-24
$
0.000100
0.141100
Number
2,000,000
2,000,000
4,000,000
Original Exercise
Price of Option
$
0.70
0.70
Fair Value
Expense under
AASB 2
$
200
282,200
282,400
COMPENSATION SHARES AND RIGHTS GRANTED AND VESTED
During the financial year, the following rights-based payments were awarded, vested, converted, or lapsed:
TABLE 4: PERFORMANCE RIGHTS AWARDED
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
n\a
n\a
$
-
Number
-
Original Exercise
Price of Right
Fair Value
Expense under
AASB 2
$
0.00
$
-
WEIGHTED AVERAGE FAIR VALUE OF RIGHTS GRANTED:
0.00000
TABLE 5: PERFORMANCE RIGHTS CONVERTED
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
Number
Original Exercise
Price of Right
Fair Value
Expense under
AASB 2
12,000
(4,225)
127,775
n\a
n\a
$
-
$
0.00
-
-
$
-
-
TABLE 6: PERFORMANCE RIGHTS LAPSED
Grant Date and
Vesting Date
Expiry Date
Grant Date Fair
Value
Number
Original Exercise
Price of Right
Fair Value
Expense under
AASB 2
* Fees were paid to related entities.
** the options associated were forfeited as required under the terms of MOST.
^ Includes superannuation and movements in employee entitlements.
# Share Based Payments (SBP) consist of unlisted options issued in MOST.
n\a
n\a
$
-
$
0.00
-
-
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
14
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
$
-
-
15
37
DIRECTORS’ REPORT
COMPANY PERFORMANCE, SHAREHOLDER WEALTH AND DIRECTOR AND EXECUTIVE REMUNERATION
In accordance with the remuneration policy noted above, the Group adopted at the end of the financial year a new remuneration
framework which is designed to achieve the following principles in its remuneration framework:
• competitive rewards - to attract high calibre executives.
•
those rewards are linked to shareholder value.
For executives, the Company’s intention is to position total employment costs within the relevant peer group following the
outcome of the review by the external consultants engaged to benchmark the remuneration of each level of executive. There
are financial measures that will be included in the assessment of both the STI and LTI components of each executive’s
remuneration package once the framework is implemented. However, at this time as there is no STI or LTI component to an
executive's remuneration there are no financial measures. The Nomination and Remuneration Committee considers the growth
in market capitalisation an important parameter, hence the reason that performance rights were approved, and shares issued
to 2 directors, please see the comments below in respect to MERT. It is the intention to include this for executives and the
newly appointed executives in the future, once the new framework is implemented and where approval is required by
shareholders that is received.
For non-financial measures, a range of factors are considered including market position, relationship with a range of
stakeholders, risk management, leadership, and team contribution.
Previously the issue to MOST of 7,000,000 options as noted above and below was considered appropriate incentivisation.
That was not considered appropriate by the external remuneration consultants, so is unlikely to be copied in the future.
SHARE OPTION PLAN: MOST
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the Company. In
accordance with the provisions of the Plan, listed Ordinary Fully Paid shares and unlisted options are held on behalf of Plan
Participants by the Trustee of the Magnis Option Share Trust (‘MOST’). During the year ended 30 June 2023, 7,000,000
unlisted options (2022: 1,375,000) on similar terms and conditions were allotted to the Trust pursuant to the rules of MOST.
SHARE PLAN: MEST
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the consolidated entity.
In accordance with the provisions of the Plan, listed Ordinary Fully Paid shares are held on behalf of Plan Participants by the
Trustee of the Magnis Employee Share Trust (‘MEST’). During the year ended 30 June 2023, NIL Ordinary Fully Paid shares
(2022: NIL) were issued to the MEST, held on behalf of one Plan Participant pursuant to their employment agreement. However,
during the year those rights were cancelled, pursuant to the respective terms of their grant, triggered by the only Plan Participant
resigning.
RIGHTS PLAN: MERT
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the consolidated entity.
In accordance with the provisions of the Plan, unlisted Performance Rights are held on behalf of Plan Participants by the Trustee
of the Magnis Executive Rights Trust (‘MERT’). During the year ended 30 June 2023, NIL unlisted Performance Rights
(2022: NIL) were allotted to the Trust under the rights scheme.
M. Siva (Resigned 7 April 2023) *
ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL SHAREHOLDING
The number of shares in the Company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
H. Daruwalla (Appointed 26 May 2023) ~
^ all options vest immediately and are convertible at anytime
4,000,000
4,000,000
~ Opening balance as at appointment date
* Closing balance as at resignation\termination date
The number of options over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
DIRECTORS’ REPORT
OPTION HOLDING
below:
Options over ordinary shares
M. Siva (Resigned 7 April 2023) *
H. Daruwalla (Appointed 26 May 2023) ~
D. Taylor (Appointed 1 August 2022) ~
F. Poullas
P. Tsegas
M. E. Dajani
C. Bibby
G. Gunesekera
R. Chittenden
J. Behrens
D. Glasgow
Dr. J Nerkar
RIGHTS HOLDING
below:
Ordinary shares
F. Poullas
P. Tsegas
M. E. Dajani
C. Bibby
G. Gunesekera
^ all options vest immediately and are convertible at anytime
~ Opening balance as at appointment date
* Closing balance as at resignation\termination date
7,000,000
(2,000,000)
The number of rights over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
Year Start
Balance
Granted
Additions /
(Disposals)
(Exercised)
/ (Lapsed)
Year End
Balance
1,000,000
1,000,000
2,000,000
2,000,000
250,000
1,000,000
125,000
7,375,000
2,000,000
2,000,000
2,000,000
1,000,000
(1,000,000)
(1,000,000)
-
-
-
-
-
-
-
-
-
-
^
-
-
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
1,000,000
250,000
1,000,000
-
125,000
12,375,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Granted
Additions /
(Disposals)
(Lapsed)
Year Start
Balance
2,000,000
2,000,000
Year End
Balance ^
2,000,000
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Granted Additions
-
Ordinary shares
F. Poullas
P. Tsegas
M. E. Dajani
M. Siva (Resigned 7 April 2023) *
C. Bibby
G. Gunesekera
H. Daruwalla (Appointed 26 May 2023) ~
D. Taylor (Appointed 1 August 2022) ~
R. Chittenden
J. Behrens
D. Glasgow
Dr. J Nerkar
Year Start
Balance
17,387,506
1,270,000
-
700,000
-
-
-
-
860,334
950,000
-
-
21,167,840
-
-
-
-
-
-
-
-
-
-
-
-
-
(Disposals)
-
-
-
-
-
-
-
-
-
(50,000)
-
-
(50,000)
Year End
Balance
17,387,506
1,270,000
-
700,000
-
-
-
-
860,334
900,000
-
-
21,117,840
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES
During or since the financial year, no Director of the Company has received or become entitled to receive a benefit,
other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors
shown in the consolidated accounts, by reason of a contract entered into by the Company or an entity that the Company
controlled or a body corporate that was related to the Company when the contract was made or when the Director
received, or became entitled to receive, the benefit with:
• a Director, or
• a firm of which a Director is a member, or
• an entity in which a Director has substantial financial interest except the usual professional fees for their services
paid by the Company to:
-
-
-
-
-
-
-
-
-
-
-
-
~ Opening balance as at appointment date
* Closing balance as at resignation\termination date
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
38
ANNUAL REPORT | 2023
16
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
17
DIRECTORS’ REPORT
COMPANY PERFORMANCE, SHAREHOLDER WEALTH AND DIRECTOR AND EXECUTIVE REMUNERATION
In accordance with the remuneration policy noted above, the Group adopted at the end of the financial year a new remuneration
framework which is designed to achieve the following principles in its remuneration framework:
• competitive rewards - to attract high calibre executives.
•
those rewards are linked to shareholder value.
For executives, the Company’s intention is to position total employment costs within the relevant peer group following the
outcome of the review by the external consultants engaged to benchmark the remuneration of each level of executive. There
are financial measures that will be included in the assessment of both the STI and LTI components of each executive’s
remuneration package once the framework is implemented. However, at this time as there is no STI or LTI component to an
executive's remuneration there are no financial measures. The Nomination and Remuneration Committee considers the growth
in market capitalisation an important parameter, hence the reason that performance rights were approved, and shares issued
to 2 directors, please see the comments below in respect to MERT. It is the intention to include this for executives and the
newly appointed executives in the future, once the new framework is implemented and where approval is required by
shareholders that is received.
For non-financial measures, a range of factors are considered including market position, relationship with a range of
stakeholders, risk management, leadership, and team contribution.
Previously the issue to MOST of 7,000,000 options as noted above and below was considered appropriate incentivisation.
That was not considered appropriate by the external remuneration consultants, so is unlikely to be copied in the future.
SHARE OPTION PLAN: MOST
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the Company. In
accordance with the provisions of the Plan, listed Ordinary Fully Paid shares and unlisted options are held on behalf of Plan
Participants by the Trustee of the Magnis Option Share Trust (‘MOST’). During the year ended 30 June 2023, 7,000,000
unlisted options (2022: 1,375,000) on similar terms and conditions were allotted to the Trust pursuant to the rules of MOST.
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the consolidated entity.
In accordance with the provisions of the Plan, listed Ordinary Fully Paid shares are held on behalf of Plan Participants by the
Trustee of the Magnis Employee Share Trust (‘MEST’). During the year ended 30 June 2023, NIL Ordinary Fully Paid shares
(2022: NIL) were issued to the MEST, held on behalf of one Plan Participant pursuant to their employment agreement. However,
during the year those rights were cancelled, pursuant to the respective terms of their grant, triggered by the only Plan Participant
SHARE PLAN: MEST
resigning.
RIGHTS PLAN: MERT
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the consolidated entity.
In accordance with the provisions of the Plan, unlisted Performance Rights are held on behalf of Plan Participants by the Trustee
of the Magnis Executive Rights Trust (‘MERT’). During the year ended 30 June 2023, NIL unlisted Performance Rights
(2022: NIL) were allotted to the Trust under the rights scheme.
ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL SHAREHOLDING
Ordinary shares
F. Poullas
P. Tsegas
M. E. Dajani
C. Bibby
G. Gunesekera
R. Chittenden
J. Behrens
D. Glasgow
Dr. J Nerkar
M. Siva (Resigned 7 April 2023) *
H. Daruwalla (Appointed 26 May 2023) ~
D. Taylor (Appointed 1 August 2022) ~
Granted Additions
(Disposals)
Year Start
Balance
17,387,506
1,270,000
700,000
-
-
-
-
-
-
-
860,334
950,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Year End
Balance
17,387,506
1,270,000
700,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(50,000)
860,334
900,000
-
-
-
-
-
-
-
-
-
-
-
-
-
~ Opening balance as at appointment date
* Closing balance as at resignation\termination date
21,167,840
(50,000)
21,117,840
DIRECTORS’ REPORT
OPTION HOLDING
The number of options over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Options over ordinary shares
Year Start
Balance
F. Poullas
P. Tsegas
M. E. Dajani
M. Siva (Resigned 7 April 2023) *
C. Bibby
G. Gunesekera
H. Daruwalla (Appointed 26 May 2023) ~
D. Taylor (Appointed 1 August 2022) ~
R. Chittenden
J. Behrens
D. Glasgow
Dr. J Nerkar
1,000,000
1,000,000
2,000,000
2,000,000
-
-
-
-
250,000
1,000,000
-
125,000
7,375,000
Granted
-
-
-
-
2,000,000
2,000,000
2,000,000
1,000,000
-
-
-
-
7,000,000
Additions /
(Disposals)
(Exercised)
/ (Lapsed)
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,000,000)
(1,000,000)
-
-
-
-
-
-
-
-
-
-
(2,000,000)
Year End
Balance
^
-
-
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
1,000,000
250,000
1,000,000
-
125,000
12,375,000
^ all options vest immediately and are convertible at anytime
~ Opening balance as at appointment date
* Closing balance as at resignation\termination date
RIGHTS HOLDING
The number of rights over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Ordinary shares
F. Poullas
P. Tsegas
M. E. Dajani
M. Siva (Resigned 7 April 2023) *
C. Bibby
G. Gunesekera
H. Daruwalla (Appointed 26 May 2023) ~
Year Start
Balance
2,000,000
2,000,000
-
-
-
-
-
4,000,000
Granted
Additions /
(Disposals)
(Lapsed)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Year End
Balance ^
2,000,000
2,000,000
-
-
-
-
-
4,000,000
The number of shares in the Company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
^ all options vest immediately and are convertible at anytime
~ Opening balance as at appointment date
* Closing balance as at resignation\termination date
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES
During or since the financial year, no Director of the Company has received or become entitled to receive a benefit,
other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors
shown in the consolidated accounts, by reason of a contract entered into by the Company or an entity that the Company
controlled or a body corporate that was related to the Company when the contract was made or when the Director
received, or became entitled to receive, the benefit with:
• a Director, or
• a firm of which a Director is a member, or
• an entity in which a Director has substantial financial interest except the usual professional fees for their services
paid by the Company to:
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
16
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
17
39
DIRECTORS’ REPORT
Identity of Related
Party
Nature of Relationship
Strong Solutions Pty Ltd
Peter Tsegas
Claire Bibby Pty Ltd
Pillsbury Winthrop Shaw
Pittman LLP
Mona Dajani, Esq.
Global Impact Initiative Pty
Ltd
The Gunesekera Trust
Yatha Enterprises LLC
AmeriAnode Inc
Mr. Frank Poullas is a related
party of Strong Solutions Pty Ltd
and a Director of Magnis Energy
Technologies Ltd
Peter Tsegas is a Non-
executive Director of Magnis
Energy Technologies Ltd
Claire Bibby is a related party
of Claire Bibby Pty Ltd and a
Non-executive Director of
Magnis Energy Technologies
Ltd
Mona Dajani was a related
party of Pillsbury Winthrop
Shaw Pittman LLP and a Non-
executive Director of Magnis
Energy Technologies Ltd
Mona Dajani is a related party
of Mona Dajani, Esq. and a
Non-executive Director of
Magnis Energy Technologies
Ltd
Giles Gunesekera is a related
party of Global Impact Initiative
Pty Ltd and Non-executive
Director of Magnis Energy
Technologies Ltd
Giles Gunesekera is a related
party of the Gunesekera Trust
as well as a Non-executive
Director of Magnis Energy
Technologies Ltd
Hoshi Daruwalla is a related
party of Yatha Enterprises LLC
and an Executive Director of
Magnis Energy Technologies
Ltd
Hoshi Daruwalla is a related
party of AmeriAnode Inc and an
Executive Director of Magnis
Energy Technologies Ltd
Terms &
Conditions of
Transaction
Normal
commercial terms
Normal
commercial terms
Normal
commercial terms
Type of
Transaction
Consulting fees
and
IT Services
Aggregate Amount
2023
$
223,300
2022
$
215,600
220,492
133,900
Consulting fees
(21,044)
1,914
Consulting fees
72,600
Normal
commercial terms
Consulting fees
16,799
Normal
commercial terms
Consulting fees
117,092
-
-
-
Normal
commercial terms
Consulting Fees
122,600
11,550
Normal
commercial terms
Consulting Fees
30,800
-
Normal
commercial terms
Consulting Fees
268,068
34,476
Number of ordinary shares
under option
Class of shares
Conversion price of
Expiry date of
Normal
commercial terms
Consulting Fees
(2,101)
-
2023 REMUNERATION REPORT
The Remuneration Report received positive shareholder support from members greater than the 75% threshold at
the last Annual General Meeting.
MERT right.
The holders of these MERT rights do not have the right, by virtue of the MERT right, to participate in any share issue or
interest issue of the Company or of any other body corporate or registered scheme. No voting rights are attached to the
During the 2023 financial year, there were Nil (2022: 1,500,000) shares issued because of converting of rights.
1,048,606
397,440
WEIGHTED AVERAGE REMAINING LIFE OF RIGHTS: 8.8896 years
This concludes the remuneration report, which has been audited.
During or since the financial year, the Company has paid premiums insuring all the Directors and Officers of Magnis Energy
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
40
ANNUAL REPORT | 2023
18
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
19
DIRECTORS’ REPORT
SHARES UNDER OPTION
Details of unissued shares under option as at 30 June 2023 in Magnis Energy Technologies Ltd are:
Number of ordinary shares
under option
Class of shares
Exercise price of
Expiry date of
(cid:27)(cid:31)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:27)(cid:31)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:18)(cid:27)(cid:31)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:28)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:26)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:18)(cid:27)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:30)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:26)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
79,425,000
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
option
$
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:31)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:32)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:31)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:28)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:30)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:30)(cid:27)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:32)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
0.517000
option
(cid:26)(cid:32)(cid:20)(cid:25)(cid:24)(cid:20)(cid:26)(cid:24)(cid:26)(cid:27)
(cid:26)(cid:32)(cid:20)(cid:25)(cid:24)(cid:20)(cid:26)(cid:24)(cid:26)(cid:27)
(cid:24)(cid:33)(cid:20)(cid:25)(cid:26)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:26)(cid:29)(cid:20)(cid:25)(cid:25)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:26)(cid:29)(cid:20)(cid:25)(cid:25)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:26)(cid:29)(cid:20)(cid:25)(cid:25)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:24)(cid:31)(cid:20)(cid:25)(cid:26)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:24)(cid:27)(cid:20)(cid:24)(cid:31)(cid:20)(cid:26)(cid:24)(cid:26)(cid:29)
(cid:24)(cid:31)(cid:20)(cid:25)(cid:26)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:25)(cid:32)(cid:20)(cid:24)(cid:29)(cid:20)(cid:26)(cid:24)(cid:26)(cid:30)
(cid:25)(cid:32)(cid:20)(cid:24)(cid:29)(cid:20)(cid:26)(cid:24)(cid:26)(cid:30)
WEIGHTED AVERAGE REMAINING LIFE OF OPTIONS:
2.1360 years
WEIGHTED AVERAGE
EXERCISE PRICE
The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest
issue of the Company or of any other body corporate or registered scheme. No voting rights are attached to the options.
During the 2023 financial year, there were Nil (2022: 43,559,405) shares issued because of exercising of options.
PERFORMANCE RIGHTS
Details of performance rights as at 30 June 2023 in Magnis Energy Technologies Ltd are:
4,000,000
4,000,000
Ordinary
WEIGHTED AVERAGE
CONVERSION PRICE
right
n\a
right
$
0.00
0.00
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has agreed to indemnify all the directors and executive officers for any breach of laws by the Company
for which they may be held personally liable, except where there is a lack of good faith. The agreement provides for the
Company to pay liabilities or legal expenses to the extent permitted by law.
Technologies Ltd against costs incurred in defending proceedings for conduct other than:
(a)
(b)
a willful breach of duty
a contravention of sections 182 or 183 of the Corporations Act, 2001
as permitted by section 199B of the Corporations Act, 2001. The Company’s insurance contracts prohibit the public
disclosure of their terms and conditions, including the cost of the premiums.
DIRECTORS’ REPORT
Identity of Related
Party
Nature of Relationship
Terms &
Conditions of
Transaction
Type of
Transaction
Aggregate Amount
2023
$
2022
$
Strong Solutions Pty Ltd
Mr. Frank Poullas is a related
Normal
Consulting fees
223,300
215,600
party of Strong Solutions Pty Ltd
commercial terms
and
and a Director of Magnis Energy
Technologies Ltd
IT Services
220,492
133,900
Peter Tsegas
Peter Tsegas is a Non-
Normal
Consulting fees
(21,044)
1,914
executive Director of Magnis
commercial terms
Energy Technologies Ltd
Claire Bibby Pty Ltd
Normal
commercial terms
Consulting fees
72,600
Pillsbury Winthrop Shaw
Mona Dajani was a related
Normal
Consulting fees
16,799
Pittman LLP
commercial terms
Mona Dajani, Esq.
Mona Dajani is a related party
Normal
Consulting fees
117,092
commercial terms
DIRECTORS’ REPORT
SHARES UNDER OPTION
Details of unissued shares under option as at 30 June 2023 in Magnis Energy Technologies Ltd are:
Number of ordinary shares
under option
Class of shares
Exercise price of
option
Expiry date of
option
(cid:27)(cid:31)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:27)(cid:31)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:18)(cid:27)(cid:31)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:28)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:26)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:18)(cid:27)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:30)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:25)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
(cid:26)(cid:29)(cid:18)(cid:24)(cid:24)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
79,425,000
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
(cid:2)(cid:14)(cid:6)(cid:9)(cid:11)(cid:4)(cid:14)(cid:17)
WEIGHTED AVERAGE
EXERCISE PRICE
$
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:31)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:32)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:31)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:28)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:30)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:30)(cid:27)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:32)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
(cid:24)(cid:19)(cid:29)(cid:24)(cid:24)(cid:24)(cid:24)(cid:24)
0.517000
(cid:26)(cid:32)(cid:20)(cid:25)(cid:24)(cid:20)(cid:26)(cid:24)(cid:26)(cid:27)
(cid:26)(cid:32)(cid:20)(cid:25)(cid:24)(cid:20)(cid:26)(cid:24)(cid:26)(cid:27)
(cid:24)(cid:33)(cid:20)(cid:25)(cid:26)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:26)(cid:29)(cid:20)(cid:25)(cid:25)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:26)(cid:29)(cid:20)(cid:25)(cid:25)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:26)(cid:29)(cid:20)(cid:25)(cid:25)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:24)(cid:31)(cid:20)(cid:25)(cid:26)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:24)(cid:27)(cid:20)(cid:24)(cid:31)(cid:20)(cid:26)(cid:24)(cid:26)(cid:29)
(cid:24)(cid:31)(cid:20)(cid:25)(cid:26)(cid:20)(cid:26)(cid:24)(cid:26)(cid:28)
(cid:25)(cid:32)(cid:20)(cid:24)(cid:29)(cid:20)(cid:26)(cid:24)(cid:26)(cid:30)
(cid:25)(cid:32)(cid:20)(cid:24)(cid:29)(cid:20)(cid:26)(cid:24)(cid:26)(cid:30)
-
-
-
Global Impact Initiative Pty
Giles Gunesekera is a related
Normal
Consulting Fees
122,600
11,550
Ltd
party of Global Impact Initiative
commercial terms
The Gunesekera Trust
Consulting Fees
30,800
-
Normal
commercial terms
WEIGHTED AVERAGE REMAINING LIFE OF OPTIONS:
2.1360 years
The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest
issue of the Company or of any other body corporate or registered scheme. No voting rights are attached to the options.
During the 2023 financial year, there were Nil (2022: 43,559,405) shares issued because of exercising of options.
PERFORMANCE RIGHTS
Details of performance rights as at 30 June 2023 in Magnis Energy Technologies Ltd are:
Claire Bibby is a related party
of Claire Bibby Pty Ltd and a
Non-executive Director of
Magnis Energy Technologies
Ltd
party of Pillsbury Winthrop
Shaw Pittman LLP and a Non-
executive Director of Magnis
Energy Technologies Ltd
of Mona Dajani, Esq. and a
Non-executive Director of
Magnis Energy Technologies
Ltd
Pty Ltd and Non-executive
Director of Magnis Energy
Technologies Ltd
Giles Gunesekera is a related
party of the Gunesekera Trust
as well as a Non-executive
Director of Magnis Energy
Technologies Ltd
Yatha Enterprises LLC
Hoshi Daruwalla is a related
Normal
Consulting Fees
268,068
34,476
Number of ordinary shares
under option
Class of shares
4,000,000
4,000,000
Ordinary
WEIGHTED AVERAGE
CONVERSION PRICE
AmeriAnode Inc
Hoshi Daruwalla is a related
Normal
Consulting Fees
(2,101)
-
party of Yatha Enterprises LLC
commercial terms
and an Executive Director of
Magnis Energy Technologies
Ltd
party of AmeriAnode Inc and an
commercial terms
Executive Director of Magnis
Energy Technologies Ltd
Expiry date of
right
n\a
Conversion price of
right
$
0.00
0.00
2023 REMUNERATION REPORT
the last Annual General Meeting.
The Remuneration Report received positive shareholder support from members greater than the 75% threshold at
The holders of these MERT rights do not have the right, by virtue of the MERT right, to participate in any share issue or
interest issue of the Company or of any other body corporate or registered scheme. No voting rights are attached to the
MERT right.
During the 2023 financial year, there were Nil (2022: 1,500,000) shares issued because of converting of rights.
1,048,606
397,440
WEIGHTED AVERAGE REMAINING LIFE OF RIGHTS: 8.8896 years
This concludes the remuneration report, which has been audited.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has agreed to indemnify all the directors and executive officers for any breach of laws by the Company
for which they may be held personally liable, except where there is a lack of good faith. The agreement provides for the
Company to pay liabilities or legal expenses to the extent permitted by law.
During or since the financial year, the Company has paid premiums insuring all the Directors and Officers of Magnis Energy
Technologies Ltd against costs incurred in defending proceedings for conduct other than:
(a)
(b)
a willful breach of duty
a contravention of sections 182 or 183 of the Corporations Act, 2001
as permitted by section 199B of the Corporations Act, 2001. The Company’s insurance contracts prohibit the public
disclosure of their terms and conditions, including the cost of the premiums.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
18
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
19
41
DIRECTORS’ REPORT
INDEMNIFICATION AND INSURANCE OF AUDITOR
To the extent permitted by law, the Company has not agreed to indemnify its auditors, Hall Chadwick Melbourne Audit, as
part of the terms of its audit engagement agreement against claims by third parties arising from the audit.
No payment has been made to indemnify Hall Chadwick Melbourne Audit during or since the year ended 30 June 2023.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person or entity has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
SUBSEQUENT EVENTS
Events after the reporting period or since the end of the year are outlined in Note 21 'Events After Reporting Period' to
the Financial Statements.
ROUNDING OF AMOUNTS
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial / Directors' Reports)
Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the Directors'
Report and the Financial Statements are rounded off to the nearest dollar, unless otherwise indicated.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor excluding GST\Taxes for non-audit services provided during the
financial year by the auditor are outlined below:
Hall Chadwick Melbourne
•
• Corporate services: $28,963
Taxation services: $77,588
BDO East Africa: Dar es Salaam, Tanzania
Taxation services: $1,753
•
• Corporate services: $ 0.00
BDO New York, USA
Taxation services: $ 0.00
•
• Corporate services: $371,399
Sciarabba Walker & Company, LLP: New York, USA
•
Taxation services: $30,611
• Corporate services: $ 0.00
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in Note 22 to the financial statements do not compromise
the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
•
•
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 11O Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing, or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
42
ANNUAL REPORT | 2023
20
DIRECTORS’ REPORT
INDEMNIFICATION AND INSURANCE OF AUDITOR
To the extent permitted by law, the Company has not agreed to indemnify its auditors, Hall Chadwick Melbourne Audit, as
part of the terms of its audit engagement agreement against claims by third parties arising from the audit.
No payment has been made to indemnify Hall Chadwick Melbourne Audit during or since the year ended 30 June 2023.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person or entity has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Events after the reporting period or since the end of the year are outlined in Note 21 'Events After Reporting Period' to
SUBSEQUENT EVENTS
the Financial Statements.
ROUNDING OF AMOUNTS
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial / Directors' Reports)
Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the Directors'
Report and the Financial Statements are rounded off to the nearest dollar, unless otherwise indicated.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor excluding GST\Taxes for non-audit services provided during the
financial year by the auditor are outlined below:
Hall Chadwick Melbourne
•
Taxation services: $77,588
• Corporate services: $28,963
BDO East Africa: Dar es Salaam, Tanzania
•
Taxation services: $1,753
• Corporate services: $ 0.00
BDO New York, USA
•
Taxation services: $ 0.00
• Corporate services: $371,399
Sciarabba Walker & Company, LLP: New York, USA
•
Taxation services: $30,611
• Corporate services: $ 0.00
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in Note 22 to the financial statements do not compromise
the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
•
•
of the auditor; and
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
none of the services undermine the general principles relating to auditor independence as set out in APES 11O Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing, or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
20
ANNUAL REPORT | 2023
43
2 4
AUDITOR’S
INDEPENDENCE DECLARATION
MAGNIS ENERGY TECHNOLOGIES LIMITED
AND CONTROLLED ENTITIES
ABN 26 115 111 763
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF MAGNIS ENERGY TECHNOLOGIES LIMITED AND CONTROLLED
ENTITIES
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Magnis Energy Technologies Limited and controlled
entities. As the lead audit partner for the audit of the financial report of Magnis Energy Technologies
Limited and controlled entities for the year ended 30 June 2023, I declare that, to the best of my
knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements as set out in the Corporations Act 2001 in relation to
the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Anh (Steven) Nguyen
Director
Date: 18 October 2023
Hall Chadwick Melbourne
Level 14 440 Collins Street
Melbourne VIC 3000
Liability limited by a scheme approved under
Professional Services Legislation.
Hall Chadwick Melbourne Audit
ABN 41 134 806 025 Registered Company Auditors.
Level 14 440 Collins Street Melbourne VIC 3000 T: +61 3 9820 6400
Post: Locked Bag 777 Collins Street West VIC 8007 Australia
www.hallchadwickmelb.com.au E: hcm@hallchadwickmelb.com.au
Hall Chadwick Association - a national group of independent Chartered Accountants and Business Advisory firms.
MELBOURNE SYDNEY BRISBANE ADELAIDE PERTH DARWIN
44
ANNUAL REPORT | 2023
ANNUAL REPORT | 2023
45
2 5
STATEMENT OF PROFIT & LOSS
& OTHER COMPREHENSIVE INCOME
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
YEAR ENDED 30 JUNE 2023
Notes
Consolidated
2023
$
2022
$
Income
Interest received
Foreign exchange gain
Profit on sale of fixed assets
Other revenue
R&D Grant
Total income
Expenditure
Administration expenses
Depreciation expense
Directors’ fees
Employee benefits expense
Interest expense
Borrowing & Loan Costs
Legal and consulting expenses
Cost of Production expenditure
Anode Active Material (AAM)
Share based payment to employees
Share based payment to non-employees
Exploration and evaluation expenses
Total expenditure
(Loss) before income tax expense
Income tax expense
Net (loss) for the year
Net profit / (loss) for the year attributable to
Owners of Magnis Energy Technologies Ltd
Non-controlling Interest
Net (loss) for the year
Other comprehensive income/(loss)
Items that will not be reclassified subsequently to profit or (loss)
Change in fair value of financial assets at FVOCI
Items that may be reclassified subsequently to profit or (loss)
Gain / (loss) on foreign currency translation
Other comprehensive income / (loss) for the year, net of tax
31
30
33
32
28(a)
28(a)
5
232,960
123,522
4,959
29,332
-
390,773
13,377,205
1,611,935
612,950
6,572,488
15,515,195
14,290,372
4,436,815
13,305,795
202,849
375,200
556,000
2,251,575
73,108,379
25,470
19,405
395,121
2
11,681
451,679
11,973,628
731,768
589,017
5,854,371
10,109,724
24,822,292
4,579,321
1,099,528
-
976,300
300,380
1,113,169
62,149,498
(72,717,606)
-
(72,717,606)
(61,697,819)
-
(61,697,819)
(57,073,989)
(15,643,617)
(72,717,606)
(40,819,903)
(20,877,916)
(61,697,819)
-
-
(3,753,431)
(3,753,431)
2,617,977
2,617,977
Total comprehensive income / (loss) for the year, net of tax
(76,471,037)
(59,079,842)
Total comprehensive earnings / (loss) for the year attributable to
Owners of parent entity
Non-controlling Interest
Total comprehensive earnings / (loss) for the year attributable to
(60,853,756)
(15,617,281)
(76,471,037)
(60,076,958)
997,116
(59,079,842)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
23
23
(6.52)
(6.52)
(6.38)
(6.38)
The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying Notes.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
46
22
ANNUAL REPORT | 2023
26
STATEMENT OF FINANCIAL POSITION
STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2023
As at 30 June 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Other assets - iM3NY
Financial assets at FVOCI
Right-of-use-assets
Development assets
Plant & equipment iM3NY
Plant & equipment
Total non-current assets
TOTAL ASSETS
Current liabilities
Trade and other payables
Lease Liability
Provisions
Borrowings
Total current liabilities
Non-current liabilities
Lease Liability
Borrowings
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
Equity
Contributed equity
Reserves
Accumulated Profits/(Losses)
Parent Interest - Capital and Reserves
Issued Capital - Non-controlling Interest
Accumulated Profits/(Losses) - Non-controlling Interest
Non-controlling interests
TOTAL EQUITY
Notes
Consolidated
2023
$
2022
$
6, 18(b)
7
8(a)
22,137,605
9,922,214
22,032,717
54,092,536
100,238,244
10,234,710
3,631,733
114,104,687
8(b)
9
10
11
12(a)
12(b)
13
14(a)
14(b)
14(c)
14(a)
14(c)
15(a)
17
2,495,804
15,096,142
31,049,975
8,029,704
92,984,518
107,148
149,763,291
203,855,827
15,632,853
3,025,815
472,090
4,600,000
23,730,758
30,657,582
150,631,220
181,288,802
205,019,560
(1,163,733)
13,655,704
15,096,142
30,149,281
6,170,865
49,414,529
44,343
114,530,864
228,635,551
3,646,194
386,200
176,430
1,750,000
5,958,824
31,010,410
145,111,133
176,121,543
182,080,367
46,555,184
259,137,517
15,024,976
234,105,997
17,847,208
(287,398,720)
(206,510,298)
(13,236,227)
45,442,907
27,716,111
(15,643,617)
12,072,494
(1,163,733)
21,990,193
(20,877,916)
1,112,277
46,555,184
The above Statement of Financial Position should be read in conjunction with the accompanying Notes.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
23
47
7 7
STATEMENT OF
CHANGES IN EQUITY
STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 JUNE 2023
Year ended 30 June 2023
Notes
Issued
Capital
$
FVOCI
Reserve
$
Share
Based
Payment
Reserves
$
Foreign
Currency
Translation Accumulated
(Losses)
$
Reserve
$
Non
controlling
interests
$
Total
Equity
$
At 30 June 2022
234,105,997
5,076,057
2,910,493
9,860,658
(206,510,298)
1,112,277
46,555,184
STATEMENT OF CASH FLOWS
YEAR ENDED 30 JUNE 2023
Previous year after tax loss
Loss for the period
Other comprehensive Income
/ (loss)
Total comprehensive income
/ (loss) for current year
Transactions with owners:
Contributions of equity, net of
transaction costs
Contributions of equity, net of
transaction costs iM3NY
Share based payment
(Forfeited) / to controlled entity
Equity T\Fer on controlled
entity share capital purchase
28(a)
Share based payment
(Forfeited) \ to Controlled Equity 28(a)
Non-Controlled interest
Reclassification from reserve
-
-
-
-
24,713,108
318,412
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(128,800)
-
1,060,000
-
(1)
-
-
5,501,114
(2,711,813)
2,789,301
(57,073,989)
(15,643,617)
(72,717,606)
Cash flows from operating activities
(3,753,431)
-
(3,753,431)
(3,753,431)
(57,073,989)
(15,643,617)
(76,471,037)
Payment for development assets
Notes
2023
$
2022
$
-
-
-
-
-
-
-
-
-
-
-
100
-
-
-
-
-
(29,315,647)
29,315,647
-
-
24,713,108
318,412
(128,800)
-
1,060,100
-
(1)
Net cash used in operating activities
18(a)
(58,684,323)
(47,106,189)
At 30 June 2023
259,137,517
5,076,057
3,841,692
6,107,227
(287,398,720)
12,072,494
(1,163,733)
YEAR ENDED 30 JUNE 2022
Issued
Capital
$
FVOCI
Reserve
$
Notes
Share
Based
Payment
Reserves
$
Foreign
Currency
Translation Accumulated
(Losses)
$
Reserve
$
Non
controlling
interests
$
Total
Equity
$
At 1 July 2021 (Restated)
169,188,699
5,076,057
46,313
7,242,681
(137,450,231)
15,220,160
59,323,679
Previous year after tax loss
Loss for the period
Other comprehensive
income/(loss)
Total comprehensive income
/ (loss) for current year
Transactions with owners:
Contributions of equity, net of
transaction costs
Contributions of equity, net of
transaction costs iM3NY
Share based payment
(Forfeited) / to controlled entity
28(a)
Equity T\Fer on controlled
entity share capital purchase
Share based payment
(Forfeited) \ to Controlled Equity 28(a)
Non-Controlled interest
Reclassification from reserve
-
-
-
-
42,237,203
22,680,095
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
965,180
-
1,899,000
-
-
-
-
16,283,919
(28,871,239)
(12,587,320)
(40,819,903)
(20,877,916)
(61,697,819)
2,617,977
-
-
2,617,977
2,617,977
(40,819,903)
(20,877,916)
(59,079,842)
-
-
-
(12,582,868)
100
3,699,957
45,937,160
Transaction costs related to loans and borrowings
Net cash flows from financing activities
-
-
-
-
22,680,095
965,180
(12,582,868)
Net increase/(decrease) in cash and cash equivalents
Net foreign exchange differences
Add opening cash and cash equivalents
1,899,100
Closing cash and cash equivalents
18(b)
22,137,605
100,238,244
(31,941,315)
31,941,315
-
-
-
-
-
-
-
-
-
-
-
At 30 June 2022
234,105,997
5,076,057
2,910,493
9,860,658
(206,510,298)
1,112,277
46,555,184
The above Statement of Cash Flows should be read in conjunction with the accompanying Notes.
The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
24
48
ANNUAL REPORT | 2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
25
Payments to suppliers and employees
Payment of exploration expenditure
Payments to production
Interest and other costs of finance paid
Interest received
Other income received
R&D grant
Cash flows from investing activities
Acquisition of plant & equipment
Acquisition of interest in associate
Acquisition of interest in financial asset
Proceeds from sale of property, plant, and equipment
Payment of loan to related parties
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from issues/sale of ordinary shares and options
Proceeds from issues/sale of ordinary shares - iM3NY
Proceeds from issues/sale of ordinary shares - iM3 PL
Proceeds remaining from Conv. Note Facility
Proceeds from exercise of options
Capital raising expenses
Proceeds from borrowings
Repayment of borrowings
(26,320,561)
(34,129,140)
(2,233,044)
(1,610,732)
(13,305,795)
(15,468,369)
224,846
29,332
-
(1,105,713)
(715,088)
(1,099,528)
(10,091,609)
23,208
-
11,681
(43,153,600)
(941,488)
(4,999)
4,959
9,778,901
(34,105,551)
(17,605,634)
(1)
395,121
6,526
(34,316,227)
(51,309,539)
26,128,108
470,124
30
2,850,000
(1,415,000)
5,520,087
-
-
(20,833,242)
12,720,107
(80,280,443)
2,179,804
100,238,244
25,149,000
19,505,143
-
1,750,000
21,779,703
(3,104,000)
145,111,133
(63,983,309)
(26,902,575)
119,305,095
20,889,367
6,453,932
72,894,945
28 STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
YEAR ENDED 30 JUNE 2023
Cash flows from operating activities
Payments to suppliers and employees
Payment of exploration expenditure
Payment for development assets
Payments to production
Interest and other costs of finance paid
Interest received
Other income received
R&D grant
Notes
2023
$
2022
$
(26,320,561)
(34,129,140)
(2,233,044)
(1,610,732)
(13,305,795)
(15,468,369)
224,846
29,332
-
(1,105,713)
(715,088)
(1,099,528)
(10,091,609)
23,208
-
11,681
Net cash used in operating activities
18(a)
(58,684,323)
(47,106,189)
Cash flows from investing activities
Acquisition of plant & equipment
Acquisition of interest in associate
Acquisition of interest in financial asset
Proceeds from sale of property, plant, and equipment
Payment of loan to related parties
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from issues/sale of ordinary shares and options
Proceeds from issues/sale of ordinary shares - iM3NY
Proceeds from issues/sale of ordinary shares - iM3 PL
Proceeds remaining from Conv. Note Facility
Proceeds from exercise of options
Capital raising expenses
Proceeds from borrowings
Repayment of borrowings
Transaction costs related to loans and borrowings
Net cash flows from financing activities
Net increase/(decrease) in cash and cash equivalents
Net foreign exchange differences
Add opening cash and cash equivalents
Closing cash and cash equivalents
(43,153,600)
(941,488)
(4,999)
4,959
9,778,901
(34,105,551)
(17,605,634)
(1)
395,121
6,526
(34,316,227)
(51,309,539)
26,128,108
470,124
30
2,850,000
-
(1,415,000)
5,520,087
-
(20,833,242)
12,720,107
(80,280,443)
2,179,804
100,238,244
25,149,000
19,505,143
-
1,750,000
21,779,703
(3,104,000)
145,111,133
(63,983,309)
(26,902,575)
119,305,095
20,889,367
6,453,932
72,894,945
18(b)
22,137,605
100,238,244
The above Statement of Cash Flows should be read in conjunction with the accompanying Notes.
ANNUAL REPORT | 2023
49
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
25
2 9
NOTES TO THE
FINANCIAL STATEMENTS
Year ended 30 June 2023
Notes to the Financial Statements - Continued
New accounting standards and interpretations
(i) New and amended standards adopted by the Group
The accounting policies adopted are consistent with those of the previous financial year and the Group has adopted no
new or amended Australian Accounting Standards and AASB Interpretations as of 1 July 2022.
Exploration and evaluation costs
Exploration and evaluation expenditure is expensed directly to profit or loss when incurred. Accounting policies for the
Group’s development assets are outlined in Note 11 ‘Development Assets’.
Fair value measurement
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
principal market, or, in the absence of a principal market, in the most advantageous market.
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 interests. 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.
value measurement.
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 at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair
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.
Goods and services tax (GST) and/or value added tax (VAT)
Revenues, expenses, and assets are recognised net of the amount of GST/VAT except:
• where the GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation authority, in
which case the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item
as applicable; and
•
receivables and payables are stated with the amount of GST/VAT included.
The net amount of GST/VAT recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST/VAT component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are
classified as operating cash flows.
Goods and services tax (GST) and/or value added tax (VAT) - continued
Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to, the
Withholding tax and other indirect taxes are incurred on amounts of VAT recoverable from, or payable to, the taxation
taxation authority.
authority.
50
ANNUAL REPORT | 2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
27
Notes to the Financial Statements - Continued
New accounting standards and interpretations
(i) New and amended standards adopted by the Group
The accounting policies adopted are consistent with those of the previous financial year and the Group has adopted no
new or amended Australian Accounting Standards and AASB Interpretations as of 1 July 2022.
Exploration and evaluation costs
Exploration and evaluation expenditure is expensed directly to profit or loss when incurred. Accounting policies for the
Group’s development assets are outlined in Note 11 ‘Development Assets’.
Fair value measurement
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
principal market, or, in the absence of a principal market, in the most advantageous market.
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 interests. 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 at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of 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.
Goods and services tax (GST) and/or value added tax (VAT)
Revenues, expenses, and assets are recognised net of the amount of GST/VAT except:
• where the GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation authority, in
which case the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item
as applicable; and
•
receivables and payables are stated with the amount of GST/VAT included.
The net amount of GST/VAT recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST/VAT component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are
classified as operating cash flows.
Goods and services tax (GST) and/or value added tax (VAT) - continued
Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to, the
taxation authority.
Withholding tax and other indirect taxes are incurred on amounts of VAT recoverable from, or payable to, the taxation
authority.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
27
51
Foreign currency translation
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars
which is the parent entity’s functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date
of the transaction. Foreign currency monetary items are re-translated at the year-end exchange rate. Non-monetary
items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-
monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss.
Financial statements of foreign operations
The financial results and position of foreign operations whose functional currency is not Australian dollars, the Group’s
presentation currency, are translated as follows:
• assets and liabilities are translated at year-end exchange rates prevailing at that reporting date.
•
income and expenses are translated at average exchange rates for each month during the period.
Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency
translation reserve in other comprehensive income. These differences are recognised in the statement of
comprehensive income in the period in which the operation is disposed.
Employee benefits
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting
date. These benefits include wages and salaries, annual leave, and long service leave when it is probable that
settlement will be required.
Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled
within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which
are expected to be paid when the liability is settled including related on-costs, such as workers compensation and payroll
tax.
Revenue recognition
Interest revenue is recognised as interest accrues using the effective interest method.
Contributed equity
Ordinary shares are classified as equity. Any transaction costs arising on the issue of ordinary shares are recognised
directly in equity as a reduction of the share proceeds received.
Restatement of comparatives
When required by accounting standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements.
Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent
liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on
historical experience and on other various factors, including expectations of future events, that management
believes to be reasonable under the circumstances.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2022
29
52
ANNUAL REPORT | 2023
Notes to the Financial Statements - Continued
The resulting accounting judgements and estimates will seldom equal the related actual results. The estimate,
judgements and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities (refer to the respective Notes) within the next financial year are discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees and directors by reference to the fair value
of the equity instruments at the date at which they are granted. The fair value of share options is determined by an
external valuer using a binomial option pricing model that uses the assumptions detailed in Note 28(g).
Indirect tax receivables and liabilities
The Group is subject to indirect taxes in Australia and the jurisdiction where it has foreign operations. Significant
judgement is required in determining the amounts recorded as receivables for recovery of such taxes and payables for
payment of such taxes. The Group is subject to an audit by a tax authority in the jurisdiction in which it operates.
The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be
due. The Group has adequately recorded receivables and payables for the amounts it believes will ultimately be payable.
Where the final outcome of any matter is different from amounts recorded, such differences will impact the indirect tax
receivables or provision in the period in which such determination is made.
Fair value estimates of financial instruments
The Group is required to classify all assets and liabilities, measured at fair value, using a three-level hierarchy, based
on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly; and
Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine what is significant to fair value and therefore which category the asset
or liability is placed in can be subjective. The fair value of assets and liabilities classified as Level 3 is determined by the
use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require
significant adjustments based on unobservable inputs.
3. SEGMENT INFORMATION
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the
executive management team in assessing performance and in determining the allocation of resources.
During the financial year, the Group continued its participation in global consortia, including ownership, to operate a
lithium-ion battery Gigafactory in the USA as well as a development project in Australia. This activity is supplemented
by the development and planned mining of natural flake graphite for use in various industries, including in particular
batteries for storing electrical energy. Due to the infancy of its interests in the lithium-ion battery sector, the Group has
determined its reportable segments for the financial year ended 30 June 2023 as follows:
•
lithium-ion battery investments
• graphite exploration and development
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
30
53
Notes to the Financial Statements - Continued
5.
INCOME TAX
Current income tax
Current income tax credit/(expense)
Tax losses not recognised as not probable
(Under)/over provision in prior year
Notes to the Financial Statements - Continued
2023
Segment financial information
Segment revenue
Segment loss before tax
Segment current assets
Segment non-current assets
Segment liabilities
2022
Segment financial information
Segment revenue
Segment loss before tax
Segment current assets
Segment non-current assets
Segment liabilities
Accounting policies
Lithium-ion
Battery
Investment
USA
$
Lithium-ion
Battery
Investment
Australia
$
Graphite
Exploration &
Development
Tanzania
$
Consolidated
$
97,798
(57,927,224)
45,920,697
140,660,631
(198,608,964)
26,039
-
61,986
-
-
266,936
(14,790,382)
8,109,853
9,102,660
(6,410,596)
390,773
(72,717,606)
54,092,536
149,763,291
(205,019,560)
Lithium-ion
Battery
Investment
USA
$
Lithium-ion
Battery
Investment
Australia
$
Graphite
Exploration &
Development
Tanzania
$
Deferred income tax
Relating to origination and reversal of temporary differences
Tax losses brought to account to offset net deferred tax liability
Consolidated
$
Income tax credit/(expense) reported in the Statement of
Comprehensive Income
395,121
(49,650,216)
93,214,411
108,249,217
(179,555,851)
22,495
-
58,092
-
-
34,063
(12,047,603)
20,832,184
6,281,647
(2,524,516)
451,679
(61,697,819)
114,104,687
114,530,864
(182,080,367)
The Group applies AASB 8 Operating Segments and determines its operating segments to be based on its geographical
location and also by operational type. Lithium-ion battery investment refers to the Group’s ownership in planned
Gigafactories via the Global Consortiums: Imperium3 Pty Ltd and Imperium3 New York Inc. Graphite exploration and
development currently refers to the pre-development operation of the Nachu Graphite Project in Tanzania. The financial
performance of these segments is reported to the Board on a periodical basis. The accounting standards adopted in
preparing internal reports to the Board are consistent with those adopted in preparing this annual report. Operating
segments are subject to risks and returns that are different to those of segments operating in other economic
environments.
Inter-segment transactions
To avoid asymmetrical allocation within segments which management believe would be inconsistent policy, if items of
revenue and expense are not allocated to operating segments then any associated assets and liabilities are also not
allocated to segments.
Segment assets and liabilities
Segment assets include all assets used by a segment and consist primarily of cash and cash equivalents. Development
assets, plant and equipment, and trade and other receivables. While most of these assets can be directly attributable to
individual segments, the carrying amounts of certain assets used jointly by segments are not allocated. Segment
liabilities consist primarily of trade and other creditors and employee benefits. Segment assets and liabilities do not
include deferred income taxes.
4. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES
the deductions for the loss to be realised.
No dividends were paid or declared since the start of the financial year.
No recommendation for payment of dividends has been made.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
54
31
ANNUAL REPORT | 2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
32
Consolidated
2023
$
2022
$
15,720,595
(19,881,329)
(4,160,734)
15,541,299
(17,582,312)
(2,041,013)
4,160,734
2,041,013
(74,479)
74,479
500,660
(500,660)
2023
$
2022
$
(72,717,606)
(61,697,819)
21,815,282
(223,980)
(806,982)
(82,755)
456,811
(1,277,047)
(19,881,329)
18,509,346
(90,114)
(596,151)
(48,125)
3,504
430,330
(626,478)
(17,582,312)
-
-
-
-
-
-
-
-
-
-
-
-
-
(a)
Statement of Changes in Equity
Deferred income tax related to items charged or credited
directly to equity
Share issue costs
Deferred tax offset
Income tax benefit reported in Equity
(b)
Tax Reconciliation
A reconciliation between tax expense and the product of accounting
profit before income tax multiplied by the Group’s applicable income tax
rate is as follows:
Accounting (loss) before tax
At the Group’s statutory 30% tax rate (2023: 30%)
Share based payment expense
Movement in temporary differences
Share of net P&L of associate accounted for using equity method
Exploration and evaluation expense write off
Non-assessable R&D offset income
Deductible option issue costs
Other adjustments
Tax losses not brought to account
Loss recoupment
Income tax (expense) reported in the Statement of Comprehensive Income
The benefit of these losses and temporary differences will only be obtained if:
•
•
•
the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from
the Group continues to comply with the condition of deductibility imposed by law; and
no changes in tax legislation adversely affect the Group in realising the benefit from the deduction for the loss.
At the reporting date, the Group has estimated tax losses of (refer below) available to offset against future taxable
income subject to continuing to meet relevant statutory tests.
Segment financial information
Segment revenue
Segment loss before tax
Segment current assets
Segment non-current assets
Segment liabilities
2023
2022
Segment financial information
Segment revenue
Segment loss before tax
Segment current assets
Segment non-current assets
Segment liabilities
Accounting policies
environments.
Inter-segment transactions
allocated to segments.
Segment assets and liabilities
Lithium-ion
Battery
Investment
USA
$
97,798
(57,927,224)
45,920,697
140,660,631
(198,608,964)
Lithium-ion
Battery
Investment
USA
$
395,121
(49,650,216)
93,214,411
108,249,217
(179,555,851)
Lithium-ion
Battery
Investment
Australia
Graphite
Exploration &
Development
Tanzania
Consolidated
$
$
26,039
61,986
266,936
(14,790,382)
8,109,853
9,102,660
(6,410,596)
390,773
(72,717,606)
54,092,536
149,763,291
(205,019,560)
Lithium-ion
Battery
Investment
Australia
Graphite
Exploration &
Development
22,495
58,092
34,063
(12,047,603)
20,832,184
6,281,647
(2,524,516)
451,679
(61,697,819)
114,104,687
114,530,864
(182,080,367)
$
-
-
-
$
-
-
-
The Group applies AASB 8 Operating Segments and determines its operating segments to be based on its geographical
location and also by operational type. Lithium-ion battery investment refers to the Group’s ownership in planned
Gigafactories via the Global Consortiums: Imperium3 Pty Ltd and Imperium3 New York Inc. Graphite exploration and
development currently refers to the pre-development operation of the Nachu Graphite Project in Tanzania. The financial
performance of these segments is reported to the Board on a periodical basis. The accounting standards adopted in
preparing internal reports to the Board are consistent with those adopted in preparing this annual report. Operating
segments are subject to risks and returns that are different to those of segments operating in other economic
To avoid asymmetrical allocation within segments which management believe would be inconsistent policy, if items of
revenue and expense are not allocated to operating segments then any associated assets and liabilities are also not
Segment assets include all assets used by a segment and consist primarily of cash and cash equivalents. Development
assets, plant and equipment, and trade and other receivables. While most of these assets can be directly attributable to
individual segments, the carrying amounts of certain assets used jointly by segments are not allocated. Segment
liabilities consist primarily of trade and other creditors and employee benefits. Segment assets and liabilities do not
include deferred income taxes.
4. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES
No dividends were paid or declared since the start of the financial year.
No recommendation for payment of dividends has been made.
Notes to the Financial Statements - Continued
Notes to the Financial Statements - Continued
5.
INCOME TAX
Current income tax
Current income tax credit/(expense)
Tax losses not recognised as not probable
(Under)/over provision in prior year
Deferred income tax
Relating to origination and reversal of temporary differences
Tax losses brought to account to offset net deferred tax liability
Tanzania
Consolidated
$
$
Income tax credit/(expense) reported in the Statement of
Comprehensive Income
(a)
Statement of Changes in Equity
Deferred income tax related to items charged or credited
directly to equity
Share issue costs
Deferred tax offset
Income tax benefit reported in Equity
(b)
Tax Reconciliation
A reconciliation between tax expense and the product of accounting
profit before income tax multiplied by the Group’s applicable income tax
rate is as follows:
Accounting (loss) before tax
Consolidated
2023
$
2022
$
15,720,595
(19,881,329)
(4,160,734)
15,541,299
(17,582,312)
(2,041,013)
4,160,734
-
2,041,013
-
-
-
(74,479)
74,479
-
500,660
(500,660)
-
2023
$
(72,717,606)
2022
$
(61,697,819)
At the Group’s statutory 30% tax rate (2023: 30%)
Share based payment expense
Movement in temporary differences
Share of net P&L of associate accounted for using equity method
Exploration and evaluation expense write off
Non-assessable R&D offset income
Deductible option issue costs
Other adjustments
Tax losses not brought to account
Loss recoupment
Income tax (expense) reported in the Statement of Comprehensive Income
21,815,282
(223,980)
(806,982)
-
(82,755)
-
456,811
(1,277,047)
(19,881,329)
-
-
18,509,346
(90,114)
(596,151)
-
(48,125)
3,504
430,330
(626,478)
(17,582,312)
-
-
The benefit of these losses and temporary differences will only be obtained if:
•
•
•
the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from
the deductions for the loss to be realised.
the Group continues to comply with the condition of deductibility imposed by law; and
no changes in tax legislation adversely affect the Group in realising the benefit from the deduction for the loss.
At the reporting date, the Group has estimated tax losses of (refer below) available to offset against future taxable
income subject to continuing to meet relevant statutory tests.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
31
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
32
55
Notes to the Financial Statements - Continued
To the extent that it does not offset a deferred tax liability, a deferred tax asset has not been recognised for these losses
because it is not probable that future taxable income will be available to use against such losses.
2023
$
38,806,164
26,706,090
174,108,098
239,620,351
Group tax losses
Transferred tax losses
Tax losses in foreign companies
Total tax losses
Accounting policies
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on
the national income tax rate for each jurisdiction adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
financial statements, and to unused tax losses. Deferred income tax is provided on all temporary differences at the
reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax liabilities are recognised for all temporary differences, except:
• where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and 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 foreseeable future.
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 taxable profit will be available against which the deductible
temporary difference, and the carry-forward of unused tax assets and unused tax losses can be used, except:
• where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
• when the deductible temporary differences is associated with investments in subsidiaries, associates or interests
in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be applied.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset
to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates [and tax laws] that have been enacted or
substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised
in equity and not in the statement of financial position.
Tax consolidated group
The Company and its wholly owned Australian subsidiaries have elected to form a tax consolidated group from 1 July
2015, with Magnis Energy Technologies Ltd being the head entity within that group. These entities are taxed as a
single entity.
6.
CURRENT ASSETS - CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
Cash at bank – iM3NY
Accounting policies
Consolidated
2023
$
16,148
3,653,977
18,467,480
22,137,605
2022
$
814
20,074,650
80,162,780
100,238,244
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term highly liquid investments that are readily convertible to known amounts of
cash and which are subject to insignificant risk of change in value, and bank overdrafts.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
33
56
ANNUAL REPORT | 2023
Group tax losses
Transferred tax losses
Tax losses in foreign companies
Total tax losses
Accounting policies
2023
$
38,806,164
26,706,090
174,108,098
239,620,351
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on
the national income tax rate for each jurisdiction adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
financial statements, and to unused tax losses. Deferred income tax is provided on all temporary differences at the
reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
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 taxable profit will be available against which the deductible
temporary difference, and the carry-forward of unused tax assets and unused tax losses can be used, except:
• where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
• when the deductible temporary differences is associated with investments in subsidiaries, associates or interests
in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be applied.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset
to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates [and tax laws] that have been enacted or
substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised
in equity and not in the statement of financial position.
Tax consolidated group
single entity.
6.
CURRENT ASSETS - CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
Cash at bank – iM3NY
Accounting policies
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term highly liquid investments that are readily convertible to known amounts of
cash and which are subject to insignificant risk of change in value, and bank overdrafts.
Consolidated
2023
$
16,148
3,653,977
18,467,480
22,137,605
2022
$
814
20,074,650
80,162,780
100,238,244
Notes to the Financial Statements - Continued
To the extent that it does not offset a deferred tax liability, a deferred tax asset has not been recognised for these losses
because it is not probable that future taxable income will be available to use against such losses.
Notes to the Financial Statements - Continued
7.
TRADE AND OTHER RECEIVABLES
Accrued interest
Goods and services tax recoverable
Prepayments and other receivables
Prepayments and other receivables- iM3NY
Security deposit
Accounting policies
Consolidated
2023
2022
$
(cid:28)(cid:18)(cid:33)(cid:28)(cid:31)
(cid:26)(cid:24)(cid:26)(cid:18)(cid:26)(cid:31)(cid:27)
(cid:28)(cid:18)(cid:24)(cid:25)(cid:27)(cid:18)(cid:33)(cid:24)(cid:27)
(cid:29)(cid:18)(cid:28)(cid:33)(cid:33)(cid:18)(cid:24)(cid:24)(cid:25)
(cid:26)(cid:24)(cid:26)(cid:18)(cid:24)(cid:33)(cid:24)
9,922,214
$
377
421,907
183,836
9,477,613
150,977
10,234,710
Deferred income tax liabilities are recognised for all temporary differences, except:
Allowance for expected credit losses
• where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; or
The consolidated entity has recognised a loss of $Nil (2022: Nil) in the profit or loss, in respect of the expected credit
losses related to trade and other receivables for the year ended 30 June 2023.
Other receivables are recognised and measured at amortised cost, less any allowance for expected credit losses.
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that
8(a) OTHER ASSETS
the temporary differences will not reverse in the foreseeable future.
Accrued interest
Credit Card Clearing Account
Short-term loan - Imperium3 Townsville
Inventory - iM3NY
Capitalised Loan Costs - iM3NY
Advances/Deposits-Purchases - iM3NY
Accounting policies
Allowance for expected credit losses
Consolidated
2023
$
26,039
21,461
31,000
11,939,026
-
10,015,191
22,032,717
2022
$
22,495
-
35,221
817,561
1,690,631
1,065,825
3,631,733
The Company and its wholly owned Australian subsidiaries have elected to form a tax consolidated group from 1 July
2015, with Magnis Energy Technologies Ltd being the head entity within that group. These entities are taxed as a
8(b) OTHER ASSETS – iM3NY
Movements in the allowance for provisions are as follows
Capitalised Loan Costs - iM3NY
Less: allowance for amortisation - Loan Costs - iM3NY
Advances/deposits purchases- iM3NY
Consolidated
2023
$
2022
$
2,495,804
4,025,873
-
-
(279,574)
9,909,405
2,495,804
13,655,704
The consolidated entity has recognised a loss of $Nil (2022: $Nil) in profit or loss in respect of the expected credit
losses related to other assets for the year ended 30 June 2023.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
33
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
Consolidated
34
57
Accounting policies
Capitalised Loan Costs and Allowance for Amortisation of Capitalised Loan Costs - iM3NY
These are capitalised expenses incurred in securing and refinancing loaned funds for iM3NY Inc. and includes such items
as legal fees, agency fees, borrowing costs and other loan related costs that will be amortised in accordance to their
respective nature. The consolidated entity has recognised $2,495,804 (2022: $13,655,704) in respect of capitalised loan
costs, net of amortisation, currency translation and loan costs w\off related to refinancing of Riverstone loan for the year
ended 30 June 2023.
Notes to the Financial Statements - Continued
Movements in Capitalised Loan Costs are as follows:
Opening balance
Additional loans capitalised
Less: allowance for amortisation - loan costs
Loan costs written off during the year due to refinancing
Currency translation
Closing balance
9. FINANCIAL ASSET at FVOCI
Equity investment in Charge CCCV LLC
2023
$
2022
$
13,655,704
12,316,982
2,612,767
9,909,405
-
705,683
(12,522,172)
(10,068,369)
(1,250,495)
792,003
2,495,804
13,655,704
Consolidated
2023
$
15,096,142
15,096,142
2022
$
15,096,142
15,096,142
On 29 March 2018, Magnis announced a strategic investment to acquire a 10% interest in leading US based, lithium-ion
battery technology group, Charge CCCV LLC (‘C4V’) and secured an exclusive agreement over selective intellectual
property, which will assist in driving the Company’s growth in the lithium-ion battery sector. Magnis has appointed one
representative to the Board of Directors of C4V and has also secured a first right of refusal for any future capital raising
initiatives that C4V undertakes. Further to the agreement, Magnis also has an exclusive agreement for 5 years over selected
C4Vintellectual property, which will expand the Company’s material technologies in the rapidly growing lithium-ion battery
sector. On 28 April 2021 and as clarified in announcement on 9 Sept 2021, Riverstone Credit Partners received a 3.50%
stake in C4V, which effectively diluted the Company’s C4V ownership to 9.65%.
As at 30 June 2023 the Company’s ownership in C4V remains at 9.65% (2022:9.65%).
Accounting policies
(i) Classification of financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income comprise:
• equity securities which are not held for trading, and for which the group has made an irrevocable election at
initial recognition to recognise changes in fair value through OCI rather than profit or loss as these are
strategic investments and the group considered this to be more relevant, and
• debt securities where the contractual cash flows are solely principal and interest, and the objective of the
group’s business model is achieved both by collecting contractual cash flows and selling financial assets.
(ii) Equity investments at fair value through other comprehensive income
Equity investments at fair value through other comprehensive income (FVOCI) comprise the following investment:
Non-current assets
Unlisted securities - Charge CCCV LLC
Consolidated
2023
$
2022
$
15,096,142
15,096,142
15,096,142
15,096,142
Upon disposal of these equity investments, any balance within the OCI reserve for these equity investments is
reclassified to retained earnings and is not reclassified to profit or loss.
(iii) Debt investments at fair value through other comprehensive income
There are no debt investments at fair value through other comprehensive income (FVOCI) for both years. Information
about the methods and assumptions used in determining fair value is provided in Note 16.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
58
35
ANNUAL REPORT | 2023
Notes to the Financial Statements - Continued
Movements in Capitalised Loan Costs are as follows:
Opening balance
Additional loans capitalised
Less: allowance for amortisation - loan costs
Loan costs written off during the year due to refinancing
Currency translation
Closing balance
9. FINANCIAL ASSET at FVOCI
Equity investment in Charge CCCV LLC
2023
$
2022
$
13,655,704
12,316,982
2,612,767
9,909,405
-
705,683
(12,522,172)
(10,068,369)
(1,250,495)
792,003
2,495,804
13,655,704
Consolidated
2023
$
2022
$
15,096,142
15,096,142
15,096,142
15,096,142
On 29 March 2018, Magnis announced a strategic investment to acquire a 10% interest in leading US based, lithium-ion
battery technology group, Charge CCCV LLC (‘C4V’) and secured an exclusive agreement over selective intellectual
property, which will assist in driving the Company’s growth in the lithium-ion battery sector. Magnis has appointed one
representative to the Board of Directors of C4V and has also secured a first right of refusal for any future capital raising
initiatives that C4V undertakes. Further to the agreement, Magnis also has an exclusive agreement for 5 years over selected
C4Vintellectual property, which will expand the Company’s material technologies in the rapidly growing lithium-ion battery
sector. On 28 April 2021 and as clarified in announcement on 9 Sept 2021, Riverstone Credit Partners received a 3.50%
stake in C4V, which effectively diluted the Company’s C4V ownership to 9.65%.
As at 30 June 2023 the Company’s ownership in C4V remains at 9.65% (2022:9.65%).
Accounting policies
(i) Classification of financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income comprise:
• equity securities which are not held for trading, and for which the group has made an irrevocable election at
initial recognition to recognise changes in fair value through OCI rather than profit or loss as these are
strategic investments and the group considered this to be more relevant, and
• debt securities where the contractual cash flows are solely principal and interest, and the objective of the
group’s business model is achieved both by collecting contractual cash flows and selling financial assets.
(ii) Equity investments at fair value through other comprehensive income
Equity investments at fair value through other comprehensive income (FVOCI) comprise the following investment:
Non-current assets
Unlisted securities - Charge CCCV LLC
Consolidated
2023
$
2022
$
15,096,142
15,096,142
15,096,142
15,096,142
Upon disposal of these equity investments, any balance within the OCI reserve for these equity investments is
reclassified to retained earnings and is not reclassified to profit or loss.
Notes to the Financial Statements - Continued
10. RIGHT OF USE ASSET
Non-current assets
Right-of-use assets at start of period
Additions
Currency Translation
Depreciation expense
Right-of-use assets – Closing Carrying value
Accounting policies
Consolidated
2023
$
2022
$
30,149,281
1,230,731
1,132,266
(1,462,303)
31,049,975
266,305
29,091,679
1,509,925
(718,628)
30,149,281
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at
or before the commencement day, less any lease incentives received and any initial direct costs. They are
subsequently measured at cost, less accumulated depreciation, and impairment losses.
11. DEVELOPMENT ASSETS
Development assets
Accounting policies
Consolidated
2023
$
8,029,704
8,029,704
2022
$
6,170,865
6,170,865
Development assets are stated at cost less accumulated amortisation and impairment losses. Cost represents the
accumulation of all the compensation and resettlement expenditure incurred by, or on behalf of, the entity in relation to
areas of interest in which construction or development has commenced. Compensation and resettlement expenditures
are capitalised as development assets. Development costs in which the Group has an interest are amortised over the
life of the area of interest to which the costs relate to on a units of production basis over the estimated proven and
probable ore reserves and proportion of other measured and indicated mineral resources where there is a high degree
of confidence that they can be extracted economically. Changes in the life of the area of interest and/or ore reserves,
and other mineral resources are accounted for prospectively.
As at 30 June 2023, the depreciation in development asset has not commenced yet because the exploration of mine
has not begun.
Impairment
At each reporting date, the Group reviews the carrying values of its development assets to determine whether there is any
indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being
the higher of the asset’s fair value less costs of disposal or value in use, is compared to the asset’s carrying value. Any
excess of the asset’s carrying value over its recoverable amount is expensed to profit or loss. Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-
generating unit to which the asset belongs.
As at 30 June 2023, no impairment to the carrying value of the development assets has been deemed necessary.
Movements in development assets
Movements in development assets during the financial year, are set out as follows:
(iii) Debt investments at fair value through other comprehensive income
There are no debt investments at fair value through other comprehensive income (FVOCI) for both years. Information
about the methods and assumptions used in determining fair value is provided in Note 16.
Opening balance
Development costs capitalised during the year
Currency translation difference
Closing balance
2022
$
Consolidated
2023
$
6,170,865
1,610,732
248,107
8,029,704
4,982,338
715,088
473,439
6,170,865
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
35
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
36
59
Notes to the Financial Statements - Continued
12
(a) PLANT AND EQUIPMENT iM3NY
Plant and Equipment - iM3NY
Accounting policies
Consolidated
2023
$
2022
$
92,984,518
92,984,518
49,414,529
49,414,529
iM3NY P&E assets are stated at cost less accumulated depreciation and impairment losses.
Costs represent the accumulation of all the plant and equipment and expenditure incurred by, or on behalf of, the entity in
relation to the establishment and preparation of the production plant. iM3NY P&E costs in which the Group has an
interest are amortised over the projected life of the production plant. As at 30 June 2023, as the company’s assets
have not been brought into use, they have not been depreciated.
Impairment
In October 2019, the Group had an independent valuation undertaken by global engineering, architecture and
consultancy company Ramboll Energy were consulted to confirm that the iM3NY plant and equipment US$71,340,620
valuation.
On 19 April 2021 when the Company announced that its majority owned subsidiary Imperium3 New York Inc. (iM3NY),
had received funding to fast-track production at its lithium-ion battery plant in Endicott, NY, Riverstone Credit Partners,
L.P. confirmed through its due diligence that iM3NY has US$230Million of manufacturing assets in place.
As at 30 June 2023, no impairment to the carrying value of the iM3NY P&E assets has been deemed necessary.
Movements in iM3NY P&E assets
Movements in iM3NY P&E assets during the financial year, are set out as follows:
Opening balance
iM3NY P&E costs capitalised during the year
Reclassification into other assets
Currency translation difference
Closing balance - Carrying value
Consolidated
2023
$
2022
$
49,414,529
43,038,645
-
513,344
92,984,518
21,552,388
34,027,966
(9,909,405)
3,743,580
49,414,529
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
37
60
ANNUAL REPORT | 2023
Notes to the Financial Statements - Continued
12. (b) PLANT AND EQUIPMENT – MNS & UTL
Plant and Equipment – Magnis & UTL
Accounting policies
Consolidated
2023
$
2022
$
107,148
107,148
44,343
44,343
Each class of plant and equipment is carried at cost, less, where applicable, any accumulated depreciation and
impairment losses.
The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs and
an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably.
All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Depreciation
Depreciation is provided on plant and equipment, motor vehicles, office equipment, furniture, and fittings, and is
calculated on a straight-line basis, commencing from the time the asset is first used, so as to write off the net costs of
each asset over its expected useful life.
The following useful lives are used in the calculation of depreciation:
• Plant & equipment 2 to 5 years
• Vehicles 2 to 5 years
• Office equipment, furniture & fittings 2 to 20 years
The residual value and useful life of assets are reviewed, and adjusted if appropriate, at each reporting date.
Gains and losses on disposal(s), if any, are determined by comparing the proceeds with the carrying amount. These are
included in profit or loss.
Impairment
At each reporting date, the Group reviews the carrying values of its plant & equipment assets to determine whether
there is any indication that those assets have been impaired.
If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to
sell and value in use, is compared to the asset’s carrying value.
Any excess of the asset’s carrying value over its recoverable amount is expensed to profit or loss.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
As at 30 June 2023, no impairment to the carrying value of its plant & equipment assets has been deemed necessary.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
38
61
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N
ANNUAL REPORT | 2023
3
2
0
2
T
R
O
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R
L
A
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N
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62
Trade and other payables are recognised when the Group becomes obliged to make further payments from the
purchase of goods and services and are measured at amortised cost using the effective interest method, less any
Consolidated
2023
$
15,276,232
356,621
15,632,853
2022
$
3,260,299
385,895
3,646,194
Consolidated
2023
$
3,025,815
3,025,815
2022
$
386,200
386,200
30,657,582
31,010,410
30,657,582
31,010,410
Consolidated
2023
$
472,090
472,090
2022
$
176,430
176,430
Notes to the Financial Statements - Continued
13. TRADE AND OTHER PAYABLE
Current
Trade payables
Other payables and accruals
Accounting policies
impairment losses.
14. (a) LEASE LIABILITIES
Current
Lease Liabilities
Non-current
Lease Liabilities
Accounting policies
14. (b) PROVISIONS
Current
Provisional for annual leave
The lease liability is measured at the present value of the fixed and variable lease payments, net of cash lease
incentives, that are not paid at the balance date. Lease payments are apportioned between finance charges and a
reduction of the lease liability using the incremental borrowing rate implicit in the lease where available, or an assumed
Group incremental borrowing rate, to achieve a constant rate of interest on the remaining balance of the liability.
Annual Leave and Long Service Leave
An estimate of annual leave is provided after reviewing relevant workplace agreements and industrial awards for
respective employees and determining entitlement at the reporting date. The cost includes an account of direct
employment costs.
The significant assumptions applied in the measurement of this provision include devising probabilities for employees
complying with the legislative requirements [years of service] and the computed employment costs, discounted by
using RBA bond rates applied for the respective years of service.
Accounting policies
Provisions are recognised when the Group has a present obligation [legal or constructive] as a result of a past event,
and 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. Provisions are measured at the present value of
management’s best estimate of the expenditure required to settle the present obligation at the reporting date.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
40
Notes to the Financial Statements - Continued
13. TRADE AND OTHER PAYABLE
Current
Trade payables
Other payables and accruals
Accounting policies
Consolidated
2023
$
15,276,232
356,621
15,632,853
2022
$
3,260,299
385,895
3,646,194
Trade and other payables are recognised when the Group becomes obliged to make further payments from the
purchase of goods and services and are measured at amortised cost using the effective interest method, less any
impairment losses.
14. (a) LEASE LIABILITIES
Current
Lease Liabilities
Non-current
Lease Liabilities
Accounting policies
Consolidated
2023
$
3,025,815
3,025,815
2022
$
386,200
386,200
30,657,582
31,010,410
30,657,582
31,010,410
The lease liability is measured at the present value of the fixed and variable lease payments, net of cash lease
incentives, that are not paid at the balance date. Lease payments are apportioned between finance charges and a
reduction of the lease liability using the incremental borrowing rate implicit in the lease where available, or an assumed
Group incremental borrowing rate, to achieve a constant rate of interest on the remaining balance of the liability.
14. (b) PROVISIONS
Current
Provisional for annual leave
Consolidated
2023
$
472,090
472,090
2022
$
176,430
176,430
Annual Leave and Long Service Leave
An estimate of annual leave is provided after reviewing relevant workplace agreements and industrial awards for
respective employees and determining entitlement at the reporting date. The cost includes an account of direct
employment costs.
The significant assumptions applied in the measurement of this provision include devising probabilities for employees
complying with the legislative requirements [years of service] and the computed employment costs, discounted by
using RBA bond rates applied for the respective years of service.
Accounting policies
Provisions are recognised when the Group has a present obligation [legal or constructive] as a result of a past event,
and 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. Provisions are measured at the present value of
management’s best estimate of the expenditure required to settle the present obligation at the reporting date.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
40
ANNUAL REPORT | 2023
63
Notes to the Financial Statements - Continued
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. The increase in the provision resulting from the passage of time is recognised in finance
costs.
14 (c) BORROWINGS
Current
Convertible Note \ Share Subscription Facility
Short-term iM3NY funding
Non-current
Senior Secured Loan - iM3NY
Consolidated
2023
$
-
4,600,000
4,600,000
2022
$
1,750,000
-
1,750,000
150,631,220
145,111,133
150,631,220
145,111,133
Convertible Note \ Pre-Paid Share Subscription Facility
At period end, SBP effectively extinguished their remaining $10.5M portion of the convertible note and both Regal and
L1 Capital completed in full their combined $25m first tranche of the pre-paid share subscription facility, with NIL
outstanding balances as at 30 June 2023.
Short-term iM3NY funding
On 30 June 2023, Magnis obtained a 1-month short-term loan from Evolution Capital Pty Ltd of $4.6M, which was
provided to iM3NY LLC to advance the project. The principal and borrowing costs were repaid in full via the capital
raising through the $10.0M placement announced to the market on 17 July 2023.
Secured loans and borrowings
On 19 April 2022, Magnis announced that its majority owned subsidiary Imperium3 New York Inc(iM3NY) entered into a
US$100 million loan facility (‘loan facility’), which was utilised to retire its US$50 million senior secured loan facility entered
into with Riverstone and provide additional cash and financial flexibility to take advantage of new long-term growth
opportunities.
The key terms of the loan facility are: Lender: ACP POST OAK CREDIT I LLC through Atlas Credit Partners (‘ACP’) in
collaboration with Aon, Amount: US$100 Million, Term: 3 Years, Guarantor: Charge CCCV LLC (C4V), Security: a lien
over the assets of iM3NY and the intellectual property of C4V (a minority shareholder in iM3NY) provided to iM3NY, and
Interest cost: Secured Overnight Financing Rate (SOFR - that has a floor of 1%) + a 6% margin and Credit Insurance
Wrap Premium, which in Year 1 is 8.25%, Year 2 is 4.6% or 2.5% (if milestone achieved) and in Year 3 is 4.35% or 2.25%
(if further milestone achieved).
Accounting policies
Loans and borrowings are initially recognised at fair value, net of transaction costs incurred. Loans and borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in the Income Statement over the period of the borrowings using the effective interest
method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the balance date.
The component of secured notes that exhibits characteristics of debt is recognised as a liability in the Statement of
Financial Position, net of transaction costs. On issue of secured notes, the fair value of the liability component is
determined using a market rate for an equivalent non-convertible bond and this amount is carried as a liability on the
amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of
time is recognised as a finance cost. The remainder of the proceeds is allocated to the equity component and is
recognised in shareholders’ equity. The carrying amount of the equity component is not remeasured in subsequent
years.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
64
ANNUAL REPORT | 2023
41
Notes to the Financial Statements - Continued
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. The increase in the provision resulting from the passage of time is recognised in finance
costs.
14 (c) BORROWINGS
Current
Convertible Note \ Share Subscription Facility
Short-term iM3NY funding
Non-current
Senior Secured Loan - iM3NY
Consolidated
2023
$
2022
$
-
1,750,000
4,600,000
4,600,000
-
1,750,000
150,631,220
145,111,133
150,631,220
145,111,133
Convertible Note \ Pre-Paid Share Subscription Facility
At period end, SBP effectively extinguished their remaining $10.5M portion of the convertible note and both Regal and
L1 Capital completed in full their combined $25m first tranche of the pre-paid share subscription facility, with NIL
outstanding balances as at 30 June 2023.
Short-term iM3NY funding
On 30 June 2023, Magnis obtained a 1-month short-term loan from Evolution Capital Pty Ltd of $4.6M, which was
provided to iM3NY LLC to advance the project. The principal and borrowing costs were repaid in full via the capital
raising through the $10.0M placement announced to the market on 17 July 2023.
Secured loans and borrowings
On 19 April 2022, Magnis announced that its majority owned subsidiary Imperium3 New York Inc(iM3NY) entered into a
US$100 million loan facility (‘loan facility’), which was utilised to retire its US$50 million senior secured loan facility entered
into with Riverstone and provide additional cash and financial flexibility to take advantage of new long-term growth
opportunities.
The key terms of the loan facility are: Lender: ACP POST OAK CREDIT I LLC through Atlas Credit Partners (‘ACP’) in
collaboration with Aon, Amount: US$100 Million, Term: 3 Years, Guarantor: Charge CCCV LLC (C4V), Security: a lien
over the assets of iM3NY and the intellectual property of C4V (a minority shareholder in iM3NY) provided to iM3NY, and
Interest cost: Secured Overnight Financing Rate (SOFR - that has a floor of 1%) + a 6% margin and Credit Insurance
Wrap Premium, which in Year 1 is 8.25%, Year 2 is 4.6% or 2.5% (if milestone achieved) and in Year 3 is 4.35% or 2.25%
(if further milestone achieved).
Accounting policies
Loans and borrowings are initially recognised at fair value, net of transaction costs incurred. Loans and borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in the Income Statement over the period of the borrowings using the effective interest
method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the balance date.
The component of secured notes that exhibits characteristics of debt is recognised as a liability in the Statement of
Financial Position, net of transaction costs. On issue of secured notes, the fair value of the liability component is
determined using a market rate for an equivalent non-convertible bond and this amount is carried as a liability on the
amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of
time is recognised as a finance cost. The remainder of the proceeds is allocated to the equity component and is
recognised in shareholders’ equity. The carrying amount of the equity component is not remeasured in subsequent
years.
Notes to the Financial Statements - Continued
15. CONTRIBUTED EQUITY
a)
Issued capital
Ordinary Fully Paid shares
Ordinary Fully Paid shares carry a vote per share and carry a right to dividends.
Number
of shares
2023
$
1,115,331,483
259,137,517
b) Movements in fully paid shares
At 30 June 2022
Shares restructure - iM3NY
Shares issued
Exercise of unlisted options
Exercise of unlisted rights
Transaction costs
Transaction costs – iM3NY
Share issue to MEST
At 30 June 2023
Number
of shares
2023
$
966,485,329
234,105,997
-
148,846,154
-
-
-
-
-
318,412
26,128,108
-
-
(1,415,000)
-
-
1,115,331,483
259,137,517
During the year the Company raised funds from equity as follows:
• $26,128,108 (2022: $23,561,500) from share placements of 148,846,154 (2022: 84,991,378) Ordinary Fully
Paid shares. Transaction costs amounted to $1,415,000 (2022: $3,104,000).
• $Nil (2022: $21,779,703) from the exercise of unlisted options, issuing Nil (2022: 43,559,405) Ordinary Fully
Paid shares.
c) Capital management
Management’s prime objective when managing the Group’s capital is to ensure the entity continues as a going
concern as well as ensuring that funds are appropriately expended. The capital structure is intended to provide the
lowest cost of capital available to the Group considering its present phase of operations.
Capital risk management.
Over the coming year the group is proposing to undertake an exploration program that requires a significant outlay
of funds. Management monitors this expenditure against the budget approved by the Board. A near term capital
raising or asset sale should ensure the group has a safety margin of funds available to continue with its desired
level of operations - refer Note 1. In order to maintain or adjust the capital structure, the consolidated entity may
adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets
to reduce debt.
16. FAIR VALUE MEASUREMENT
The fair value of financial assets and financial liabilities are the equivalent to the net carrying amount. Fair Values
are those amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm’s length transaction.
The carrying amounts of cash, trade and other receivables, and trade and other payables are assumed to
approximate their fair values due to their short-term nature. The Group classified the fair value of its other
financial instruments according to the following fair value hierarchy based on the number of observable inputs
used to value the instruments.
The three levels of the fair value hierarchy are:
• Level 1: Values based on unadjusted quoted prices available in active markets for identical assets or liabilities
as of the reporting date.
• Level 2: Values based on inputs, including quoted prices, time value and volatility factors, which can be
substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly
observable as of the reporting date.
• Level 3: Values based on prices or valuation techniques that are not based on observable market data.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
41
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
42
65
Notes to the Financial Statements - Continued
Financial assets measured at fair value
Level in Fair
Value hierarchy
Financial assets at FVOCI
3
Consolidated
2023
$
2022
$
15,096,142
15,096,142
15,096,142
15,096,142
Financial assets at FVOCI
Financial assets at FVOCI comprise the Group’s investment in private US based, lithium-ion battery technology group,
Charge CCCV LLC (‘C4V’) which is accounted for as a financial asset measured at fair value through other
comprehensive income. The investment is not quoted in an active market and accordingly the fair value of this investment
is included within Level 3 of the hierarchy.
C4V has expertise and patented technology in lithium-ion battery composition and manufacture. C4V has executed
binding agreements to receive royalty income from the exclusive use of both its patented anode chemistry and its cobalt
and nickel free cathode chemistry. C4V also retains the right to receive a once off reservation fee upon the granting of
exclusive use of its patented IP at each of the approved iM3 battery plants.
The royalty income is dependent upon the successful development of the Group’s Nachu Graphite Project which involves
the mining and processing of natural flake graphite.
As at year end, C4V has a common share holding of 31.0% (2022: 31.00%) in Imperium3 New York LLC (‘iM3NY LLC’),
being the holding company of Imperium3 New York Inc. (‘iM3NY Inc’), which owns battery plant assets located in a
planned lithium-ion battery manufacturing facility based at the Huron Campus in Endicott, New York.
As such, C4V has a 20.49% (2022: 31.19%) strategic indirect investment exposure in the New York lithium-ion battery
production plant via iM3NY LLC.
Valuation Techniques- Level 3
The Group has utilised a combination of the discounted cash flow (DCF) method together with the fair value of C4V’s
strategic investment in iM3NY to calculate the enterprise value of C4V. The DCF involves the projection of a series of
cash flows and to this an appropriate market derived discount rate is applied to establish the present value of the income
stream.
The fair value of C4V’s investment in iM3NY has been determined by first obtaining an independent valuation of the
plant equipment purchased in 2018. The valuation of plant equipment was undertaken in August 2019 by engineering
firm O’Brien & Gere assessed all the items purchased. At that time the external valuer attributed the status and condition
at a valuation of US$71.34Million. In October 2019, the Group had an independent valuation undertaken by global
engineering, architecture and consultancy company Ramboll Energy which confirmed that the iM3NY plant and
equipment was valued at US$71,340,620.
On 19 April 2021 Magnis announced that the iM3NY project is fully funded to 1.8GWh of annual production. Riverstone
Credit Partners, L.P. confirmed after carrying out its due diligence that iM3NY has US$230Million ($334Million) of
manufacturing assets in place, of which C4V has a total indirect strategic interest via iM3NY LLC that is equivalent to
US$72Million ($104Million). When the Riverstone Facility was paid out in April 2022, through the financing in collaboration
with Atlas and Aon the value of the manufacturing assets in place had increased sufficient for those entities to agree to a
funding package valued at US$100M.
The Group decides its valuation policies and procedures in line with its business objectives and with reference to the
Group’s assessment of its investment in individual projects. Position papers are prepared to apprise the audit and risk
committee of the valuation techniques adopted. The Group normally reviews the valuation of its financial assets at
FVOCI at least once every six months, in line with the group’s half-yearly and yearly reporting requirements. Changes
in level 3 fair values are analysed at the end of each reporting period during this review.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
66
ANNUAL REPORT | 2023
43
Notes to the Financial Statements - Continued
Notes to the Financial Statements - Continued
Financial assets measured at fair value
Level in Fair
Value hierarchy
Financial assets at FVOCI
3
Consolidated
2023
$
2022
$
15,096,142
15,096,142
15,096,142
15,096,142
Financial assets at FVOCI
Financial assets at FVOCI comprise the Group’s investment in private US based, lithium-ion battery technology group,
Charge CCCV LLC (‘C4V’) which is accounted for as a financial asset measured at fair value through other
comprehensive income. The investment is not quoted in an active market and accordingly the fair value of this investment
is included within Level 3 of the hierarchy.
C4V has expertise and patented technology in lithium-ion battery composition and manufacture. C4V has executed
binding agreements to receive royalty income from the exclusive use of both its patented anode chemistry and its cobalt
and nickel free cathode chemistry. C4V also retains the right to receive a once off reservation fee upon the granting of
exclusive use of its patented IP at each of the approved iM3 battery plants.
The royalty income is dependent upon the successful development of the Group’s Nachu Graphite Project which involves
the mining and processing of natural flake graphite.
As at year end, C4V has a common share holding of 31.0% (2022: 31.00%) in Imperium3 New York LLC (‘iM3NY LLC’),
being the holding company of Imperium3 New York Inc. (‘iM3NY Inc’), which owns battery plant assets located in a
planned lithium-ion battery manufacturing facility based at the Huron Campus in Endicott, New York.
As such, C4V has a 20.49% (2022: 31.19%) strategic indirect investment exposure in the New York lithium-ion battery
production plant via iM3NY LLC.
Valuation Techniques- Level 3
The Group has utilised a combination of the discounted cash flow (DCF) method together with the fair value of C4V’s
strategic investment in iM3NY to calculate the enterprise value of C4V. The DCF involves the projection of a series of
cash flows and to this an appropriate market derived discount rate is applied to establish the present value of the income
stream.
The fair value of C4V’s investment in iM3NY has been determined by first obtaining an independent valuation of the
plant equipment purchased in 2018. The valuation of plant equipment was undertaken in August 2019 by engineering
firm O’Brien & Gere assessed all the items purchased. At that time the external valuer attributed the status and condition
at a valuation of US$71.34Million. In October 2019, the Group had an independent valuation undertaken by global
engineering, architecture and consultancy company Ramboll Energy which confirmed that the iM3NY plant and
equipment was valued at US$71,340,620.
On 19 April 2021 Magnis announced that the iM3NY project is fully funded to 1.8GWh of annual production. Riverstone
Credit Partners, L.P. confirmed after carrying out its due diligence that iM3NY has US$230Million ($334Million) of
manufacturing assets in place, of which C4V has a total indirect strategic interest via iM3NY LLC that is equivalent to
US$72Million ($104Million). When the Riverstone Facility was paid out in April 2022, through the financing in collaboration
with Atlas and Aon the value of the manufacturing assets in place had increased sufficient for those entities to agree to a
funding package valued at US$100M.
The Group decides its valuation policies and procedures in line with its business objectives and with reference to the
Group’s assessment of its investment in individual projects. Position papers are prepared to apprise the audit and risk
committee of the valuation techniques adopted. The Group normally reviews the valuation of its financial assets at
FVOCI at least once every six months, in line with the group’s half-yearly and yearly reporting requirements. Changes
in level 3 fair values are analysed at the end of each reporting period during this review.
Quantitative information on significant unobservable inputs - Level 3
The following table summarises the quantitative information about the significant unobservable inputs used in the fair
value measurement of the Group’s investment in C4V.
Unobservable inputs
Valuation
Method
(format)
Nachu
Graphite
Project
Imperium
3 New
York
Relationship of
Unobservable input to fair value
Project Status
Timeline to
production
DCF
DCF
Feasibility
Study)
2 years post
finance
n/a The more advanced the project
the higher the fair value
n/a The longer the time to production
the lower the fair value
Project life
DCF
20yrs
n/a The longer the lifespan the higher
the fair value
Risk adjusted discount
rate
Capital required
Expected annual
volumes
DCF
20%
n/a The higher the discount rate the
DCF
DCF
$406.7M
(US$270M)
240,000
tonne p.a.
lower the fair value
n/a The higher the capital
required the lower the fair value
n/a The higher the annual volumes
the higher the fair value
Valuation of battery
manufacturing equipment
FV
n/a
$354.9M
(US$235.6M)
The lower the recoverable amount
of the equipment, the lower the fair
value
Project and Investment Risk
The fair value of the Group’s investment in C4V is measured against the enterprise value of C4V which is calculated
using fair value incorporating present value techniques. The present value calculations use cash flows that are estimates
rather than known amounts. There is inherent uncertainty in this valuation technique. In addition, C4V also holds patents,
and their management of those patents, ongoing and active research that results in new patents or their economic
success is uncertain. In addition, claims against these patents and the cost of defending claims is likewise uncertain but
does represent a real risk. As a result, fair value is exposed to various forms of risk. The fair value as at reporting date
is measured using several significant unobservable inputs. Risks specific to these unobservable inputs are detailed
below and have been factored into the individual projects through the risk adjusted discount rate applied. The Group
has performed detailed risk analysis using international frameworks on each of the individual projects during feasibility
study. In performing this analysis, the Group is committed to supporting the Audit and Risk Committee to develop risk
management and mitigation strategies for implement so it can reduce its exposure.
Production impacts
Scheduling for the projects has not factored in significant delays or cost overruns. Factors which could create significant
delays include adverse weather conditions, construction risks particularly in-ground risks, the securing of water supply for
construction and requisite approvals for infrastructure upgrades. There is a risk that such delays or cost overruns will impact
the payback capability of the project and reduce the overall cashflows. A negative incident to production will result in a lower
fair value.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
43
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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67
Notes to the Financial Statements - Continued
Project status
The status of the projects has been determined as being preliminary. The projects are also characterised as being
greenfield projects which relate to the lack of existing facilities to verify outcomes. There is a risk that the projects will not
be advanced due to the significant capital required to commence construction. There is also a risk that legislative
approvals required to commence construction may be delayed or not granted. Project status is aligned to the timeline to
production. Any slippage in timeline milestone will reduce the fair value. Detailed implementation plans have been
established for each of the individual projects.
The implementation plan identifies areas that are critical to the successful advancement of the projects. Strategies to
mitigate and manage risk associated with project success have been documented in detail for implementation. This
includes pre-finance testing and market development work. Establishment of strategic partnerships with credible industry
professionals such as engineering, procurement and construction contractors, original equipment manufacturers, and
financing professionals is also considered critical in reducing the risk of greenfield operations.
Capital required.
As the Townsville gigafactory is not proceeding at this time due to the decision of Council through it changing its focus
for the Lansdown Precinct there will be no capital requirement in the foreseeable future.
Recoverable amount - C4V’s investment in iM3NY
Realising the recoverable amount of C4V’s investment in iM3NY is dependent on proceeds of sale equaling the
estimated US$235.6Million ($354.9Million) of manufacturing assets in place, of which C4V has a total direct interest in
iM3NY LLC and through that an estimated indirect interest equivalent to US$48.3Million ($72.7Million).
Sensitivity analysis
There is a risk that there may be significant advancements in state-of-the-art equipment render current equipment
obsolete, or buyers are then increasingly difficult to identify. The valuation of the battery manufacturing equipment does
not factor in the cost of relocating the equipment from iM3NY to the buyer(s). If iM3NY was unsuccessful in assigning
these costs to the buyer, the fair value would be reduced.
Expected annual production.
The Nachu Graphite Project has been reported as the largest mineral resource of large flake graphite in the world.
There is a risk, at a production rate of 236,000tpa, that supply may outstrip demand resulting in an unsustainable
production rate. The project is also subject to significant sovereign risk arising from changes in legislation,
government, environmental permits, employment, disease, and community relations, all of which could impact annual
production. A reduction in the expected annual production would reduce the fair value.
The Nachu Graphite Project is however capable of being phased into stages of production. The staged approach
allows the project risks and the Group’s response to be tested at a reduced scale for a reduction in required capital
outlay.
Royalties & Reservation Fee
C4V has executed binding agreements to receive royalty income from the exclusive use of both its patented anode
chemistry and its cobalt and nickel free cathode chemistry. C4V also retains the right to receive a once off reservation
fee upon the granting of exclusive use of its patented IP at each of the approved iM3 battery plants. The royalty
income is dependent upon the successful development of three key projects which involve either mining and
processing of natural flake graphite or the production of lithium-ion batteries. There is a risk that C4V will not receive
the estimated reservation fee or royalty income if the Group is unsuccessful in securing the required capital to
commence construction of the individual projects. There is also a risk that the annual royalty income derived from the
individual projects will be less than estimated due to delays in production timelines or reduction in the expected annual
production. Any reduction in annual royalty income or reservation fee income will lower the fair value. The contracts
between C4V and Magnis and iM3 contain commercially sensitive information and as such cannot be disclosed in the
financial report as it would likely be prejudicial to Magnis. The contracted royalty and reservation fees have been used
by the Group in determining the fair value of C4V.
Interest rate risk
The main interest rate risk arises from expected long-term borrowings to fund the construction costs. Borrowings
obtained at variable rates give rise to interest rate risk. Borrowings obtained at fixed rates expose the consolidated entity
to fair value risk. There is also a risk that the greenfield status of the project could attract interest rates with embedded
risk premiums. The Group has endeavoured to mitigate these risks by targeting an advantageous mix of achievable
funding sources and ‘sticky’ partners to reduce the amount of funding exposed to interest rate risk. This includes sourcing
equity partners and government grants to reduce the quantum of project financing required. The Group is targeting
potential funding partners for the Nachu Graphite Project who have an in-depth knowledge and experience in Tanzania
to reduce the probability of significant risk premiums being added to interest rates. Targeting funding via engineering,
construction, and procurement contractors who have a vested interest in the success of the project is one strategy that
the Group believes will mitigate the risk of attracting finance with substantial risk premium embedded in the interest rate.
Notes to the Financial Statements - Continued
Currency rate risk
daily currency.
The individual projects undertake 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
Adverse foreign currency fluctuation can add significant additional costs to the estimated construction costs of the project.
The Nachu Graphite Project is exposed to currency fluctuations between the United States Dollar (USD, US$) and the
Tanzanian Shillings (TzS). Where possible, the Group mitigates this risk by executing supply agreements in USD,
however local content requirements limit the extent to which this strategy can be implemented.
To protect against exchange rate movements, the Audit and Risk Committee may consider entering into simple forward
foreign exchange contracts.
Risk adjusted discount rate.
The above risks have been factored into the risk adjusted discount rate. Any favourable mitigation of the risks outlined
above would result in a decrease in the discount rate and an increase in the fair value.
In accordance with the Group policy of reviewing this risk, the following sensitivity analysis based on an increase or
decrease of the risk adjusted discount rate varies and other variables remain constant, the fair value of the investment
would have been affected as shown:
Description
Unobservable inputs
Sensitivity
Financial asset at
Project life
FVOCI
A one-year change would increase/ (decrease) fair
value by AU$0.098M/ (AU$0.122M)
Risk adjusted discount rate
5% change would increase/ (decrease) fair value by
AU$6.251M/ (AU$4.1M)
Expected annual volumes
5% change would increase/ (decrease) fair value by
AU$1.232M/ (AU$1.232M)
Valuation of battery
manufacturing equipment
5% change would increase/ (decrease) fair value by
AU$7.161M/ (AU$7.161M)
Investment accounted for using the equity method - Magnis investment in iM3NY via iM3NY LLC.
Investment accounted for using the equity method comprises the Group’s investment in its majority owned New York
lithium-ion battery production plant, Imperium3 New York Inc (‘iM3NY Inc’). The investment which is accounted for using
the equity method is measured at cost and the carrying value of the investment is subsequently adjusted for the Group’s
interest in the associates profit or loss. The investment is not quoted in an active market and accordingly the fair value
of this investment is included within Level 3 of the hierarchy.
Valuation Techniques - Level 3
As at year end, the Company has a common share holding of 62.0% (2022:62.00%) in Imperium3 New York LLC (‘iM3NY
LLC’), being the holding company of Imperium3 New York Inc. (‘iM3NY Inc’), which owns battery plant assets located in
a lithium-ion battery manufacturing facility based at the Huron Campus in Endicott, New York.
As such, the Company has a 73.00% (2022: 61.42%) strategic indirect investment exposure in the New York lithium-ion
battery production plant via LLC.
The table below provides the total direct and indirect strategic interests of all investors in iM3NY LLC and iM3NY Inc, as
at 30 June 2023:
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
68
ANNUAL REPORT | 2023
45
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
46
Notes to the Financial Statements - Continued
Currency rate risk
The individual projects undertake 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
daily currency.
Adverse foreign currency fluctuation can add significant additional costs to the estimated construction costs of the project.
The Nachu Graphite Project is exposed to currency fluctuations between the United States Dollar (USD, US$) and the
Tanzanian Shillings (TzS). Where possible, the Group mitigates this risk by executing supply agreements in USD,
however local content requirements limit the extent to which this strategy can be implemented.
To protect against exchange rate movements, the Audit and Risk Committee may consider entering into simple forward
foreign exchange contracts.
Risk adjusted discount rate.
The above risks have been factored into the risk adjusted discount rate. Any favourable mitigation of the risks outlined
above would result in a decrease in the discount rate and an increase in the fair value.
Sensitivity analysis
In accordance with the Group policy of reviewing this risk, the following sensitivity analysis based on an increase or
decrease of the risk adjusted discount rate varies and other variables remain constant, the fair value of the investment
would have been affected as shown:
Description
Unobservable inputs
Sensitivity
Financial asset at
FVOCI
Project life
A one-year change would increase/ (decrease) fair
value by AU$0.098M/ (AU$0.122M)
Risk adjusted discount rate
5% change would increase/ (decrease) fair value by
AU$6.251M/ (AU$4.1M)
Expected annual volumes
5% change would increase/ (decrease) fair value by
AU$1.232M/ (AU$1.232M)
Valuation of battery
manufacturing equipment
5% change would increase/ (decrease) fair value by
AU$7.161M/ (AU$7.161M)
Investment accounted for using the equity method - Magnis investment in iM3NY via iM3NY LLC.
Investment accounted for using the equity method comprises the Group’s investment in its majority owned New York
lithium-ion battery production plant, Imperium3 New York Inc (‘iM3NY Inc’). The investment which is accounted for using
the equity method is measured at cost and the carrying value of the investment is subsequently adjusted for the Group’s
interest in the associates profit or loss. The investment is not quoted in an active market and accordingly the fair value
of this investment is included within Level 3 of the hierarchy.
Valuation Techniques - Level 3
As at year end, the Company has a common share holding of 62.0% (2022:62.00%) in Imperium3 New York LLC (‘iM3NY
LLC’), being the holding company of Imperium3 New York Inc. (‘iM3NY Inc’), which owns battery plant assets located in
a lithium-ion battery manufacturing facility based at the Huron Campus in Endicott, New York.
As such, the Company has a 73.00% (2022: 61.42%) strategic indirect investment exposure in the New York lithium-ion
battery production plant via LLC.
The table below provides the total direct and indirect strategic interests of all investors in iM3NY LLC and iM3NY Inc, as
at 30 June 2023:
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
46
69
Notes to the Financial Statements - Continued
Direct
Common
Share
Ownership
in
iM3NY LLC
2023
Direct
Indirect
Investment
Ownership
in
iM3NY Inc
2023
Investment
Ownership
in
iM3NY Inc
2023
Direct
Common
Share
Ownership
in
iM3NY LLC
2022
Direct
Indirect
Investment
Ownership
in
iM3NY Inc
2022
Investment
Ownership
in
iM3NY Inc
2022
Magnis
C4V
Primet
C&D
Atlas
62.00%
31.00%
5.00%
2.00%
n\a
n\a
n\a
n\a
n\a
n\a
Total iM3NY LLC
100.00%
95.50%
Riverstone Group
Prisma Pelican Fund
HSBC Bank
Total Riverstone, HSBC + Prisma
n\a
n\a
n\a
n\a
3.86%
0.32%
0.32%
4.50%
73.00%
20.49%
0.37%
0.46%
0.35%
94.67%
4.68%
0.32%
0.32%
5.33%
62.00%
31.00%
5.00%
2.00%
n\a
n\a
n\a
n\a
n\a
n\a
61.42%
31.19%
0.51%
0.64%
0.48%
100.00%
95.50%
94.24%
n\a
n\a
n\a
n\a
3.86%
0.32%
0.32%
4.50%
5.12%
0.32%
0.32%
5.76%
Total iM3NY Inc.
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
The Group has determined the fair value of its strategic investment in iM3NY by first obtaining a third-party valuation of the
recoverable amount of the battery plant equipment purchased in 2018. The valuation of plant equipment was undertaken
in August 2019 by engineering firm O’Brien & Gere who assessed all the items purchased. At that time the external valuer
attributed the current status and condition at a valuation of US$71.34Million. In October 2019, the Group had an
independent valuation undertaken by global engineering, architecture and consultancy company Ramboll Energy which
confirmed that the iM3NY plant and equipment was valued at US$71,340,620.
Recoverable amount (cid:177) (cid:48)(cid:68)(cid:74)(cid:81)(cid:76)s’s investment in iM3NY
Realising the recoverable amount of the Company’s investment in iM3NY is dependent on proceeds of sale equaling
the estimated US$235.6Million ($354.9Million) of manufacturing assets in place, of which the Company has a total direct
interest in iM3NY LLC and through that an estimated indirect interest equivalent to US$172.0Million ($259.1Million).
There is a risk that there may be significant advancements in state-of-the-art equipment render current equipment
obsolete, or buyers are then increasingly difficult to identify. The valuation of the battery manufacturing equipment does
not factor in the cost of relocating the equipment from iM3NY to the buyer(s). If iM3NY was unsuccessful in assigning
these costs to the buyer, the fair value would be reduced.
17. RESERVES
a)
Reserves
Foreign currency translation
Share based payment
FVOCI Reserve
b)
Nature and purpose of reserves
Consolidated
2023
$
6,107,227
3,841,692
5,076,057
15,024,976
2022
$
9,860,658
2,910,493
5,076,057
17,847,208
i. Foreign currency translation reserve: Exchange differences arising on translation of the foreign controlled
entity are taken to the foreign currency translation reserve, as described in Note 1. The reserve is recognised
in profit or loss when the net investment is disposed of.
ii. Share based payment reserve: The share-based payment reserve is used to recognise the fair value of paid
options issued to Directors, employees, and contractors.
iii. FVOCI reserve: The FVOCI Reserve is used to recognise any impairment on assets and liabilities using the
fair value of measurement, thereby ensuring fair values are equivalent to their respective net carrying value.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
70
47
ANNUAL REPORT | 2023
Notes to the Financial Statements - Continued
Notes to the Financial Statements - Continued
Direct
Common
Share
Ownership
in
Direct
Indirect
Direct
Indirect
Investment
Ownership
Investment
Ownership
in
in
2023
Direct
Common
Share
Ownership
in
Investment
Ownership
Investment
Ownership
in
in
2022
iM3NY LLC
iM3NY Inc
iM3NY Inc
iM3NY LLC
iM3NY Inc
iM3NY Inc
2023
2023
2022
2022
62.00%
31.00%
5.00%
2.00%
n\a
n\a
n\a
n\a
n\a
n\a
n\a
n\a
n\a
n\a
3.86%
0.32%
0.32%
4.50%
73.00%
20.49%
0.37%
0.46%
0.35%
94.67%
4.68%
0.32%
0.32%
5.33%
62.00%
31.00%
5.00%
2.00%
n\a
n\a
n\a
n\a
n\a
n\a
n\a
n\a
n\a
n\a
3.86%
0.32%
0.32%
4.50%
61.42%
31.19%
0.51%
0.64%
0.48%
5.12%
0.32%
0.32%
5.76%
Magnis
C4V
Primet
C&D
Atlas
Riverstone Group
Prisma Pelican Fund
HSBC Bank
Total Riverstone, HSBC + Prisma
Total iM3NY LLC
100.00%
95.50%
100.00%
95.50%
94.24%
Total iM3NY Inc.
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
The Group has determined the fair value of its strategic investment in iM3NY by first obtaining a third-party valuation of the
recoverable amount of the battery plant equipment purchased in 2018. The valuation of plant equipment was undertaken
in August 2019 by engineering firm O’Brien & Gere who assessed all the items purchased. At that time the external valuer
attributed the current status and condition at a valuation of US$71.34Million. In October 2019, the Group had an
independent valuation undertaken by global engineering, architecture and consultancy company Ramboll Energy which
confirmed that the iM3NY plant and equipment was valued at US$71,340,620.
Recoverable amount (cid:177) (cid:48)(cid:68)(cid:74)(cid:81)(cid:76)s’s investment in iM3NY
Realising the recoverable amount of the Company’s investment in iM3NY is dependent on proceeds of sale equaling
the estimated US$235.6Million ($354.9Million) of manufacturing assets in place, of which the Company has a total direct
interest in iM3NY LLC and through that an estimated indirect interest equivalent to US$172.0Million ($259.1Million).
There is a risk that there may be significant advancements in state-of-the-art equipment render current equipment
obsolete, or buyers are then increasingly difficult to identify. The valuation of the battery manufacturing equipment does
not factor in the cost of relocating the equipment from iM3NY to the buyer(s). If iM3NY was unsuccessful in assigning
these costs to the buyer, the fair value would be reduced.
18. STATEMENT OF CASH FLOWS
a)
Reconciliation of the net loss after income tax to the net cash flows from operating activities
Operating activities
Net loss
Non-cash and non-operating items
Depreciation of non-current assets
Amortisation of borrowing costs
Share based payments
Share of associates net loss accounted for using the equity method
(Profit)/ Loss on sale of assets
Net foreign currency translation gain (loss)
Accrued interest
Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in prepayments
(Increase)/decrease in security bonds
(Increase)/decrease in exploration assets
(Increase) in development assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions
Consolidated
2023
$
2022
$
(70,703,449)
(37,663,313)
35,395
12,500,355
931,200
-
(4,959)
3,388,455
-
13,142
3,336,222
1,276,679
-
(395,121)
(552,497)
-
(16,097,308)
46,814
(189,362)
0
(1,601,762)
11,980,319
1,029,979
(11,192,154)
16,051
13,099
-
(706,765)
(1,161,298)
(90,234)
Net cash outflow from operating activities
(58,684,323)
(47,106,189)
b)
Reconciliation of cash and cash equivalents
Cash at bank and in hand
19. COMMITMENTS
a)
Exploration and Equipment commitments
22,137,605
22,137,605
100,238,244
100,238,244
Consolidated
2023
$
6,107,227
3,841,692
5,076,057
15,024,976
2022
$
9,860,658
2,910,493
5,076,057
17,847,208
The Group has certain commitments to meet minimum expenditure requirements on the mineral
exploration assets in which it has an interest as well as acquiring new equipment. Exploration expenditure
commitments beyond twelve months could not be reliably determined because the annual commitment was
set at the anniversary date for each tenement. Note 1 outlines the Group’s future funding options to meet
its commitments. Outstanding commitments are as follows:
Not later than one year - Exploration
After one year but no more than five years - AAM Equipment
Consolidated
2023
$
89,817
4,453,189
4,543,006
2022
$
89,817
-
89,817
17. RESERVES
a)
Reserves
Foreign currency translation
Share based payment
FVOCI Reserve
b)
Nature and purpose of reserves
i. Foreign currency translation reserve: Exchange differences arising on translation of the foreign controlled
entity are taken to the foreign currency translation reserve, as described in Note 1. The reserve is recognised
in profit or loss when the net investment is disposed of.
ii. Share based payment reserve: The share-based payment reserve is used to recognise the fair value of paid
options issued to Directors, employees, and contractors.
iii. FVOCI reserve: The FVOCI Reserve is used to recognise any impairment on assets and liabilities using the
fair value of measurement, thereby ensuring fair values are equivalent to their respective net carrying value.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
47
20. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
There are no contingent liabilities or assets at 30 June 2023.
The Group has guarantees for property leases and banking finance facilities of $202,090 (2022: $150,977).
21. EVENTS AFTER REPORTING PERIOD
On 3 July 2023 Magnis announced that the Company had increased its ownership interest in iM3NY in iM3NY
LLC (“iM3NY”) to 73% following the conversion of the Bridging Finance announced on 31 March 2023 (and some
other minor financial assistance provided by Magnis more recently) into iM3NY equity.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
48
71
Notes to the Financial Statements - Continued
On 17 July 2023, Magnis announced it had that it has received firm commitments raising $10 Million via the
placement of 83,333,334 shares at $0.12 per share, which will be issued within the capacity under Listing Rule
7.1. The placement was made to local and overseas institutional fund managers along with professional and
sophisticated investors. Net funds received will be used to provide working capital as well as advance all projects
including the AAM Demonstration Plant and the Nachu Graphite Project. Directors participating in the placement
will require shareholder approval under Listing Rule 10.11 at the next Company AGM.
On 31 July 2023, Magnis announced the appointment of Mr. Fabrizio Perilli as Non-Executive Director.
On 8 September 2023, Magnis announced it had that it has entered into a standby equity facility agreement
(“Equity Facility”) with Evolution Capital Pty Ltd (“Evolution Capital”) along with its terms for the purpose of
providing the Company another option to raise funds while it continues to advance IM3NY production and
corporate endeavours. On 11 September 2023 Magnis issued a placement of 20 million shares with Evolution
Capital as security for the obligations Magnis owes Evolution Capital under the Equity Facility, with 60 million
remaining to be issued. A maximum of 80 million shares (in 4 individual placements of up to 20 million shares
each) may be issued to Evolution Capital under the Equity Facility.
22. AUDITORS’ REMUNERATION
The auditor of Magnis Energy Technologies Ltd in the current year is Hall Chadwick Melbourne Audit.
(a) Amounts due and payable to Magnis Group Auditor (Australia) for:
An audit or review of the financial report of the entity and consolidated Group
Other services in relation of the entity and any other entity in the consolidated Group:
• Taxation services
• Corporate services
(b) Amounts due and payable to related practices of Magnis Group Auditor (Australia) for:
An audit or review of the financial report of the entity and consolidated Group
Other services in relation of the entity and any other entity in the consolidated Group:
• Taxation services
23. LOSS PER SHARE
(a) Reconciliation of earnings to profit or loss:
Consolidated
2023
2022
$
$
98,070
64,092
77,588
28,963
144,528
76,550
204,621
285,170
Consolidated
2023
2022
$
-
-
-
$
-
-
-
Consolidated
2023
$
2022
$
Net loss - Loss used in calculating basic loss per share
72,717,606
61,697,819
Weighted average number of ordinary shares outstanding during the year used in calculating basic loss per
share:
Shares
2023
Shares
2022
Weighted average number of ordinary shares used in calculating basic loss per share
1,115,331,483 966,485,329
Basic loss per share (cents per share)
(6.52)
(6.38)
Notes to the Financial Statements - Continued
Accounting policies
Basic EPS is calculated as the profit / (loss) attributable to equity holders of the Company, excluding any costs of
servicing equity other than ordinary shares, divided by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for any bonus elements in ordinary shares during the year.
(b) Effect of dilutive securities
For the year ended 30 June 2023 and for the comparative period there are no dilutive ordinary shares because
conversion of share options and performance rights would decrease the loss per share and hence be non-dilutive.
Diluted loss per share (cents per share)
Accounting policies
Diluted EPS adjusts the figures used in the determination of basic EPS to consider after income tax effect of interest
and other financing costs associated with dilutive ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
2023
(6.52)
2022
(6.38)
24. KEY MANAGEMENT PERSONNEL
(a) Compensation
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
Short-term employee benefits
Termination benefits
Post-employment benefits
Share-based payments
Assets and liabilities
(cid:3)(cid:14)(cid:4)(cid:6)(cid:7) (cid:4)(cid:11)(cid:6) (cid:12)(cid:16)(cid:8)(cid:7)(cid:14) (cid:13)(cid:4)(cid:17)(cid:4)(cid:5)(cid:10)(cid:7)(cid:15)
Current Liabilities
Consolidated
2023
$
2022
$
1,740,032
1,437,175
-
141,776
375,200
-
78,337
965,180
2,257,008
2,480,692
Consolidated
2023
$
(cid:27)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
30,000
2022
$
(cid:26)(cid:33)(cid:18)(cid:27)(cid:29)(cid:29)
29,355
(b) Outstanding balances arise from purchases of goods and services at the reporting date in relation to
other transactions with key management personnel.
.
72
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MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
50
Notes to the Financial Statements - Continued
On 17 July 2023, Magnis announced it had that it has received firm commitments raising $10 Million via the
placement of 83,333,334 shares at $0.12 per share, which will be issued within the capacity under Listing Rule
7.1. The placement was made to local and overseas institutional fund managers along with professional and
sophisticated investors. Net funds received will be used to provide working capital as well as advance all projects
including the AAM Demonstration Plant and the Nachu Graphite Project. Directors participating in the placement
will require shareholder approval under Listing Rule 10.11 at the next Company AGM.
On 31 July 2023, Magnis announced the appointment of Mr. Fabrizio Perilli as Non-Executive Director.
On 8 September 2023, Magnis announced it had that it has entered into a standby equity facility agreement
(“Equity Facility”) with Evolution Capital Pty Ltd (“Evolution Capital”) along with its terms for the purpose of
providing the Company another option to raise funds while it continues to advance IM3NY production and
corporate endeavours. On 11 September 2023 Magnis issued a placement of 20 million shares with Evolution
Capital as security for the obligations Magnis owes Evolution Capital under the Equity Facility, with 60 million
remaining to be issued. A maximum of 80 million shares (in 4 individual placements of up to 20 million shares
each) may be issued to Evolution Capital under the Equity Facility.
22. AUDITORS’ REMUNERATION
The auditor of Magnis Energy Technologies Ltd in the current year is Hall Chadwick Melbourne Audit.
(a) Amounts due and payable to Magnis Group Auditor (Australia) for:
An audit or review of the financial report of the entity and consolidated Group
Other services in relation of the entity and any other entity in the consolidated Group:
• Taxation services
• Corporate services
(b) Amounts due and payable to related practices of Magnis Group Auditor (Australia) for:
An audit or review of the financial report of the entity and consolidated Group
Other services in relation of the entity and any other entity in the consolidated Group:
• Taxation services
23. LOSS PER SHARE
(a) Reconciliation of earnings to profit or loss:
Consolidated
2023
$
2022
$
98,070
64,092
77,588
28,963
144,528
76,550
204,621
285,170
Consolidated
2023
2022
$
-
-
-
$
-
-
-
Consolidated
2023
$
2022
$
Shares
2023
Shares
2022
Net loss - Loss used in calculating basic loss per share
72,717,606
61,697,819
Weighted average number of ordinary shares outstanding during the year used in calculating basic loss per
Weighted average number of ordinary shares used in calculating basic loss per share
1,115,331,483 966,485,329
Basic loss per share (cents per share)
(6.52)
(6.38)
share:
.
Notes to the Financial Statements - Continued
Accounting policies
Basic EPS is calculated as the profit / (loss) attributable to equity holders of the Company, excluding any costs of
servicing equity other than ordinary shares, divided by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for any bonus elements in ordinary shares during the year.
(b) Effect of dilutive securities
For the year ended 30 June 2023 and for the comparative period there are no dilutive ordinary shares because
conversion of share options and performance rights would decrease the loss per share and hence be non-dilutive.
Diluted loss per share (cents per share)
Accounting policies
2023
(6.52)
2022
(6.38)
Diluted EPS adjusts the figures used in the determination of basic EPS to consider after income tax effect of interest
and other financing costs associated with dilutive ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
24. KEY MANAGEMENT PERSONNEL
(a) Compensation
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
Short-term employee benefits
Termination benefits
Post-employment benefits
Share-based payments
Consolidated
2023
$
2022
$
1,740,032
1,437,175
-
141,776
375,200
-
78,337
965,180
2,257,008
2,480,692
(b) Outstanding balances arise from purchases of goods and services at the reporting date in relation to
other transactions with key management personnel.
Assets and liabilities
(cid:3)(cid:14)(cid:4)(cid:6)(cid:7) (cid:4)(cid:11)(cid:6) (cid:12)(cid:16)(cid:8)(cid:7)(cid:14) (cid:13)(cid:4)(cid:17)(cid:4)(cid:5)(cid:10)(cid:7)(cid:15)
Current Liabilities
Consolidated
2023
$
(cid:27)(cid:24)(cid:18)(cid:24)(cid:24)(cid:24)
30,000
2022
$
(cid:26)(cid:33)(cid:18)(cid:27)(cid:29)(cid:29)
29,355
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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73
Notes to the Financial Statements - Continued
Notes to the Financial Statements - Continued
(c) Other transactions and balances with key management personnel and their related parties
Transactions with related parties
Identity of Related Party
Nature of Relationship
Terms and
Conditions
Type of
Transaction
Aggregate Amount
2023
2022
All amounts payable to related parties are unsecured and at no interest cost. The amount outstanding will be settled in
cash. No guarantees have been given or received. No expense has been recognised in the period for bad or doubtful
debts in respect of the amounts owed by related parties.
Strong Solutions Pty Ltd
Frank Poullas is a related party of
Strong Solutions Pty Ltd and
Executive Chairman of Magnis
Energy Technologies Ltd
Peter Tsegas is a Non-executive
Director of Magnis Energy
Technologies Ltd
Claire Bibby is a related party of
Claire Bibby Pty Ltd and a Non-
executive Director of Magnis
Energy Technologies Ltd
Mona Dajani was a related party of
Pillsbury Winthrop Shaw Pittman
LLP and a Non-executive Director
of Magnis Energy Technologies Ltd
Mona Dajani is a related party of
Mona Dajani, Esq. and a Non-
executive Director of Magnis
Energy Technologies Ltd
Giles Gunesekera is a related party
of Global Impact Initiative Pty Ltd
and Non-executive Director of
Magnis Energy Technologies Ltd
Giles Gunesekera is a related party
of the Gunesekera Trust as well as
a Non-executive Director of Magnis
Energy Technologies Ltd
Hoshi Daruwalla is a related party
of Yatha Enterprises LLC and an
Executive Director of Magnis
Energy Technologies Ltd
Hoshi Daruwalla is a related party
of AmeriAnode Inc and an
Executive Director of Magnis
Energy Technologies Ltd
Peter Tsegas
Claire Bibby Pty Ltd
Pillsbury Winthrop Shaw
Pittman LLP
Mona Dajani, Esq.
Global Impact Initiative Pty Ltd
The Gunesekera Trust
Yatha Enterprises LLC
AmeriAnode Inc
Normal
commercial
terms
Normal
commercial
terms
Normal
commercial
terms
Normal
commercial
terms
Normal
commercial
terms
Normal
commercial
terms
Normal
commercial
terms
Normal
commercial
terms
Normal
commercial
terms
Consulting fees
223,300
215,600
and
IT Services
220,492
133,900
Entity with significant influence over the Group
CITICORP NOMINEES PTY LIMITED controls 9.00% (2022: 6.22) of the ordinary fully paid shares in the Company.
Consulting fees
(21,044)
1,914
Set out below is the supplementary information about the parent entity.
26. PARENT ENTITY INFORMATION
Consulting fees
72,600
Consulting fees
16,799
Consulting fees
117,092
-
-
-
Statement of profit or (loss) and other comprehensive
income
Profit or (Loss) after income tax
Total comprehensive (loss) \ income
Statement of financial position
Total current assets
Consulting Fees
122,600
11,550
Total assets
Consulting Fees
30,800
-
Consulting Fees
268,068
34,476
Consulting Fees
(2,101)
1,048,606
-
397,440
25. RELATED PARTY DISCLOSURES
Parent entity
Magnis Energy Technologies Ltd is the ultimate Australian parent entity of the consolidated entity.
Its interests in controlled entities are set out in Note 27.
Wholly owned group transactions
Controlled entities made payments and received funds on behalf of Magnis Energy Technologies Ltd and other
controlled entities by way of inter-company loan accounts with each controlled entity. These loans are unsecured, bear
no interest and are repayable on demand. However, demand for repayment is not expected in the next twelve months.
Transactions and balances between the Company and its controlled entities were eliminated in the preparation and
consolidation of the financial statements of the group.
Key management personnel
Details relating to key management personnel, including remuneration paid, are included in Note 24 and the
Remuneration Report in the Directors’ Report.
Contingent liabilities
Other than funding arising from a letter of support provided by the company to iM3NY, the parent entity had no
contingent liabilities as at 30 June 2023. (2022: Nil).
Capital commitments – Plant and equipment.
The parent entity had no capital commitments for plant and equipment at as 30 June 2023 and 30 June 2022.
Remuneration commitments
The parent entity has a remuneration commitment of $300,284 as at 30 June 2023 (2022: $166,337).
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
52
Parent
2023
$
2022
$
(15,490,464)
(13,424,544)
(15,490,464)
(13,424,544)
7,381,342
20,016,515
103,612,665
89,874,398
5,227,159
2,363,544
5,994,587
2,410,163
97,618,078
87,464,235
234,683,169
209,970,061
3,841,692
2,910,492
5,076,057
5,076,057
(145,982,840)
(130,492,376)
97,618,078
87,464,235
Total current liabilities
Total liabilities
Total Net assets
Equity
Issued capital
Equity FVOCI reserve
Retained profits
Total Equity
Equity settled employee benefits reserve
Peter Tsegas is a Non-executive
Normal
Director of Magnis Energy
Technologies Ltd
Claire Bibby is a related party of
Claire Bibby Pty Ltd and a Non-
executive Director of Magnis
Energy Technologies Ltd
commercial
terms
Normal
commercial
terms
Mona Dajani was a related party of
Pillsbury Winthrop Shaw Pittman
Normal
Mona Dajani is a related party of
Mona Dajani, Esq. and a Non-
executive Director of Magnis
Energy Technologies Ltd
Normal
commercial
terms
Giles Gunesekera is a related party
of Global Impact Initiative Pty Ltd
Normal
and Non-executive Director of
commercial
Giles Gunesekera is a related party
of the Gunesekera Trust as well as
Normal
a Non-executive Director of Magnis
commercial
Hoshi Daruwalla is a related party
of Yatha Enterprises LLC and an
Normal
Executive Director of Magnis
Energy Technologies Ltd
Hoshi Daruwalla is a related party
of AmeriAnode Inc and an
Executive Director of Magnis
Energy Technologies Ltd
commercial
terms
Normal
commercial
terms
Notes to the Financial Statements - Continued
Notes to the Financial Statements - Continued
(c) Other transactions and balances with key management personnel and their related parties
Transactions with related parties
Identity of Related Party
Nature of Relationship
Terms and
Conditions
Type of
Transaction
Aggregate Amount
2023
2022
All amounts payable to related parties are unsecured and at no interest cost. The amount outstanding will be settled in
cash. No guarantees have been given or received. No expense has been recognised in the period for bad or doubtful
debts in respect of the amounts owed by related parties.
Strong Solutions Pty Ltd
Frank Poullas is a related party of
Normal
Consulting fees
223,300
215,600
Entity with significant influence over the Group
CITICORP NOMINEES PTY LIMITED controls 9.00% (2022: 6.22) of the ordinary fully paid shares in the Company.
Strong Solutions Pty Ltd and
Executive Chairman of Magnis
Energy Technologies Ltd
commercial
terms
and
IT Services
220,492
133,900
Peter Tsegas
Consulting fees
(21,044)
1,914
Set out below is the supplementary information about the parent entity.
26. PARENT ENTITY INFORMATION
-
-
-
-
Claire Bibby Pty Ltd
Consulting fees
72,600
Pillsbury Winthrop Shaw
LLP and a Non-executive Director
commercial
Pittman LLP
of Magnis Energy Technologies Ltd
terms
Consulting fees
16,799
Statement of profit or (loss) and other comprehensive
income
Profit or (Loss) after income tax
Total comprehensive (loss) \ income
Mona Dajani, Esq.
Consulting fees
117,092
Statement of financial position
Global Impact Initiative Pty Ltd
Magnis Energy Technologies Ltd
terms
Consulting Fees
122,600
11,550
The Gunesekera Trust
Energy Technologies Ltd
terms
Consulting Fees
30,800
Yatha Enterprises LLC
Consulting Fees
268,068
34,476
AmeriAnode Inc
Consulting Fees
(2,101)
1,048,606
-
397,440
25. RELATED PARTY DISCLOSURES
Parent entity
Magnis Energy Technologies Ltd is the ultimate Australian parent entity of the consolidated entity.
Its interests in controlled entities are set out in Note 27.
Total current assets
Total assets
Total current liabilities
Total liabilities
Total Net assets
Equity
Issued capital
Equity settled employee benefits reserve
Equity FVOCI reserve
Retained profits
Total Equity
Contingent liabilities
Parent
2023
$
2022
$
(15,490,464)
(13,424,544)
(15,490,464)
(13,424,544)
7,381,342
20,016,515
103,612,665
89,874,398
5,227,159
2,363,544
5,994,587
2,410,163
97,618,078
87,464,235
234,683,169
209,970,061
3,841,692
2,910,492
5,076,057
5,076,057
(145,982,840)
(130,492,376)
97,618,078
87,464,235
Wholly owned group transactions
Controlled entities made payments and received funds on behalf of Magnis Energy Technologies Ltd and other
controlled entities by way of inter-company loan accounts with each controlled entity. These loans are unsecured, bear
no interest and are repayable on demand. However, demand for repayment is not expected in the next twelve months.
Transactions and balances between the Company and its controlled entities were eliminated in the preparation and
consolidation of the financial statements of the group.
Other than funding arising from a letter of support provided by the company to iM3NY, the parent entity had no
contingent liabilities as at 30 June 2023. (2022: Nil).
Capital commitments – Plant and equipment.
The parent entity had no capital commitments for plant and equipment at as 30 June 2023 and 30 June 2022.
Key management personnel
Details relating to key management personnel, including remuneration paid, are included in Note 24 and the
Remuneration Report in the Directors’ Report.
Remuneration commitments
The parent entity has a remuneration commitment of $300,284 as at 30 June 2023 (2022: $166,337).
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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75
Notes to the Financial Statements - Continued
27.
INTERESTS IN CONTROLLED ENTITIES
The consolidated financial statements incorporate the assets, liabilities, and results of the following subsidiaries in
accordance with the accounting policy described in Note 1:
Name
of
Country
incorporation
Ownership
Uranex (Tanzania) Limited
Magnis Technologies (Tanzania) Limited
Tanzania
Tanzania
Uranex Mozambique Limitada
Mozambique
Uranex ESIP Pty Ltd
iM3NY LLC 2
Imperium3 New York Inc. 3
Imperium3 Pty Ltd 5
Magnis AAM LLC. 4
Australia
USA
USA
Australia
USA
Direct
Direct
Direct
Direct
Direct
Indirect
Direct
Direct
Class of
shares
Ordinary
Ordinary
Ordinary
Ordinary
Common
Common
Ordinary
Common
Equity Holding 1
2023
2022
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
62.00%
73.00%
66.66%
100.00%
62.00%
61.42%
33.33%
n\a
1 percentage of voting power is in proportion to ownership (direct and indirect).
2 iM3NY LLC was incorporated for consolidation purposes on 16 April 2021. The remaining 38% has been attributed to non-controlling interests.
3 Imperium3 New York Inc. was incorporated for consolidation purposes on 29 June 2020 of which 95.5% is owned directly by iM3NY LLC
(2022:95.5%) while 4.5% has been attributed to non-controlling interests. On the 28 March 2023 and 30 June 2023, Magnis purchased US$18.5M
and US$3.5M respectively, of Series A Preference Shares in iM3NY LLC. As at year end the company has a total indirect investment exposure in
Imperium3 New York Inc. of approx. 73.0% via iM3NY LLC.
4 Magnis AAM LLC was incorporated in Delaware USA on 3 January 2023. 100.0% is owned directly by Magnis (2022: n\a %).
5 Imperium 3 Pty Ltd was incorporated in NSW, Australia on 27June 2017, which wholly owns iM3 Townsville Pty Ltd. 66.66% is owned directly by
Magnis (2022: 33.33 %).
Accounting policies
Principles of consolidation
The consolidation financial statements are those of the consolidated entity, comprising Magnis Energy Technologies Ltd [the parent
entity], special purpose entities and all entities which Magnis Energy Technologies Ltd controlled from time to time during the year
and at reporting date. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through ties power over the investee. Specifically, the Group controls an investee
if and only if the Group has:
• power over the investee [i.e., existing rights that give it the ability to direct the relevant activities of the investee];
• exposure, or rights, to variable returns from its involvement with the investee, and
•
the ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
•
•
•
the contractual arrangement with the other vote holders of the investee.
rights arising from other contractual arrangements.
the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases
when the Group losses control of the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during
the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases
to control the subsidiary. Profit or loss and each component of other comprehensive income ‘OCI’ are attributed to the equity holders
of the parent of the Group and to the non- controlling interests, even if this results in the non-controlling interests having a deficit
balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to
transactions between members of the Group are eliminated in full, on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group
loses control over a subsidiary, it:
• de-recognises the assets [including goodwill] and liabilities of the subsidiary.
• de-recognises the carrying amount of any non-controlling interests.
• de-recognises the cumulative translation differences recorded in equity.
•
•
•
•
recognises the fair value of the consideration received.
recognises the fair value of any investment retained.
recognises any surplus or deficit in profit or loss.
reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate,
as would be required if the Group had directly disposed of the related assets or liabilities.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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53
Notes to the Financial Statements - Continued
27.
INTERESTS IN CONTROLLED ENTITIES
The consolidated financial statements incorporate the assets, liabilities, and results of the following subsidiaries in
accordance with the accounting policy described in Note 1:
Name
Ownership
shares
2023
2022
Uranex (Tanzania) Limited
Magnis Technologies (Tanzania) Limited
Uranex Mozambique Limitada
Uranex ESIP Pty Ltd
iM3NY LLC 2
Imperium3 New York Inc. 3
Imperium3 Pty Ltd 5
Magnis AAM LLC. 4
Country
of
incorporation
Tanzania
Tanzania
Mozambique
Australia
USA
USA
Australia
USA
Direct
Direct
Direct
Direct
Direct
Indirect
Direct
Direct
Class of
Ordinary
Ordinary
Ordinary
Ordinary
Common
Common
Ordinary
Common
Equity Holding 1
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
62.00%
62.00%
73.00%
61.42%
66.66%
33.33%
100.00%
n\a
1 percentage of voting power is in proportion to ownership (direct and indirect).
2 iM3NY LLC was incorporated for consolidation purposes on 16 April 2021. The remaining 38% has been attributed to non-controlling interests.
3 Imperium3 New York Inc. was incorporated for consolidation purposes on 29 June 2020 of which 95.5% is owned directly by iM3NY LLC
(2022:95.5%) while 4.5% has been attributed to non-controlling interests. On the 28 March 2023 and 30 June 2023, Magnis purchased US$18.5M
and US$3.5M respectively, of Series A Preference Shares in iM3NY LLC. As at year end the company has a total indirect investment exposure in
Imperium3 New York Inc. of approx. 73.0% via iM3NY LLC.
4 Magnis AAM LLC was incorporated in Delaware USA on 3 January 2023. 100.0% is owned directly by Magnis (2022: n\a %).
5 Imperium 3 Pty Ltd was incorporated in NSW, Australia on 27June 2017, which wholly owns iM3 Townsville Pty Ltd. 66.66% is owned directly by
Magnis (2022: 33.33 %).
Accounting policies
Principles of consolidation
•
•
•
•
•
•
•
•
circumstances in assessing whether it has power over an investee, including:
the contractual arrangement with the other vote holders of the investee.
rights arising from other contractual arrangements.
the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases
when the Group losses control of the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during
the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases
to control the subsidiary. Profit or loss and each component of other comprehensive income ‘OCI’ are attributed to the equity holders
of the parent of the Group and to the non- controlling interests, even if this results in the non-controlling interests having a deficit
balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to
transactions between members of the Group are eliminated in full, on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group
loses control over a subsidiary, it:
• de-recognises the assets [including goodwill] and liabilities of the subsidiary.
• de-recognises the carrying amount of any non-controlling interests.
• de-recognises the cumulative translation differences recorded in equity.
recognises the fair value of the consideration received.
recognises the fair value of any investment retained.
recognises any surplus or deficit in profit or loss.
reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate,
as would be required if the Group had directly disposed of the related assets or liabilities.
Notes to the Financial Statements - Continued
At 29 June 2020 Magnis acquired additional shares in Imperium 3 New York Inc. (iM3NY) to become a majority
shareholder. The direct ownership in iM3NY has been accounted for as an asset acquisition and not a business
combination, due to factors which include the equipment assets had been relocated from a previous owner’s facility and
at the time of the transaction were still in the process of being recommissioned ahead of the commencement of
production.
From late March 2021 to April 2021, iM3NY undertook a restructuring where iM3NY LLC was created as the new holding
company of iM3NY, as a result of the binding Riverstone Credit Partners, L.P. funding agreement. As part of the
syndicated funding package, new investors were introduced in iM3NY, while existing iM3NY investors were migrated
into the newly created iM3NY LLC. This restructuring effectively placed investors like Magnis and C4V who previously
held shares directly in iM3NY, to now become investors with an indirect exposure to iM3NY, through their direct holding
in iM3NY LLC.
In July 2021 Magnis provided further funding for the iM3NY lithium-ion battery project by increasing its investment in
iM3NY LLC’s Series A preference shares while maintaining its holding of common shares.
As at year end the company maintains its controlling ownership of 62% in iM3NY LLC, while the holding company
maintains its controlling ownership of 95.5% in iM3NY.
Business Combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired.
The consideration transferred for the acquisition of a subsidiary comprises the:
fair values of the assets transferred.
liabilities incurred to the former owners of the acquired business.
•
•
• equity interests issued by the group.
•
•
fair value of any asset or liability resulting from a contingent consideration arrangement, and
fair value of any pre-existing equity interest in the subsidiary.
The consolidation financial statements are those of the consolidated entity, comprising Magnis Energy Technologies Ltd [the parent
entity], special purpose entities and all entities which Magnis Energy Technologies Ltd controlled from time to time during the year
and at reporting date. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through ties power over the investee. Specifically, the Group controls an investee
if and only if the Group has:
• power over the investee [i.e., existing rights that give it the ability to direct the relevant activities of the investee];
• exposure, or rights, to variable returns from its involvement with the investee, and
the ability to use its power over the investee to affect its returns.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date.
The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at
fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
The excess of the
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a
bargain purchase.
Where an acquisition does not meet the definition of a business in AASB 3 Business Combinations, the transaction is
accounted for as an asset acquisition. Acquired assets are measured at their proportionate share of the transaction
consideration, and no goodwill or bargain purchase is recognised.
Dividends are recorded as a component of other revenues in the separate income statement of the parent entity, and
do not impact the recorded cost of the investment. Upon receipt of dividend payments from subsidiaries, the parent will
assess whether any indicators or impairment of the carrying value of the investment in the subsidiary exist.
Where such indicators exist, to the extent that the carrying value of the investment exceeds its recoverable amount, an
impairment loss is recognised.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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54
77
Notes to the Financial Statements - Continued
28. SHARE-BASED PAYMENT PLANS
(a) Recognised share-based payment expenses
The expense recognised for employees and non-employees received during the year is shown below:
Expense arising from the issue of MOST options (employees)
Expense arising from the issue of MOST options (non-employee)
Expense arising from the issue of DIRECT options (employees)
Expense arising from the issue of DIRECT options (non-employee)
Expense arising from the issue of MERT rights (employees)
Total expense arising from equity-settled payment transactions
(b)
Types of share-based payment plans:
OPTION SHARE PLAN: MOST - (‘EMPLOYEES’)
Consolidated
2023
$
375,200
-
-
556,000
-
931,200
2022
$
129,700
-
846,600
1,899,000
(11,120)
2,864,180
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors, Key Management
Personnel (KMP) employees and other employees of the consolidated entity.
The Magnis Option Share Trust (‘MOST’) is designed to align participants’ interests with those of shareholders
by increasing the value of the Company’s shares. In accordance with the provisions of the Plan, listed Ordinary
Fully Paid shares and unlisted options are held on behalf of Plan Participants by the Trustee of the MOST.
Under the MOST, the exercise price of the options is set by the Board on the date of grant. The life of options to
participants granted are for 3 years, but these must be exercised within 3 months of the option holder ceasing
employment with Magnis Energy Technologies Ltd. There are no cash settlement alternatives.
RIGHTS PLAN: MERT - (‘EMPLOYEES’)
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the
consolidated entity.
In accordance with the provisions of the Plan, unlisted performance share rights are held on behalf of Plan
Participants by the Trustee of the Magnis Executive Rights Trust (‘MERT’).
Under MERT, the Executive Rights are divided into five tranches and conversion of each tranche is dependent
on satisfaction of performance milestones and service conditions applicable to each tranche, including the relevant
person being a director at the time the respective performance milestone tranche is satisfied.
Although no specific expiry date exists for each tranche, it has been accepted under AASB2 that the life of
Executive Rights granted to participants are for 10 years, but they will immediately lapse when the Executive
Rights holder ceases employment with Magnis Energy Technologies Ltd. There are no cash settlement
alternatives.
(c)
Share-based payment plans for non-employee (‘Consultant option’):
Share options are granted to selected non-employees from time to time in consideration for the services of the
consultant as a share-based incentive (‘Consultant options’). Prior Shareholder approval of the issue of Consultant
options is required.
Each Consultant Option is granted for nil consideration for services provided by unrelated parties to the Company,
the terms are subject to the same terms of the Company’s existing unlisted options.
No funds are raised from the issue of the Consultant Options, as they are issued to the consultant in consideration
for assistance with the Company’s progress and success. There are no cash settlement alternatives.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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55
Notes to the Financial Statements - Continued
28. SHARE-BASED PAYMENT PLANS
(a) Recognised share-based payment expenses
The expense recognised for employees and non-employees received during the year is shown below:
Expense arising from the issue of MOST options (employees)
375,200
129,700
Expense arising from the issue of MOST options (non-employee)
Expense arising from the issue of DIRECT options (employees)
Expense arising from the issue of DIRECT options (non-employee)
556,000
Expense arising from the issue of MERT rights (employees)
Total expense arising from equity-settled payment transactions
931,200
2,864,180
Consolidated
2023
$
-
-
-
2022
$
-
846,600
1,899,000
(11,120)
(b)
Types of share-based payment plans:
OPTION SHARE PLAN: MOST - (‘EMPLOYEES’)
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors, Key Management
Personnel (KMP) employees and other employees of the consolidated entity.
The Magnis Option Share Trust (‘MOST’) is designed to align participants’ interests with those of shareholders
by increasing the value of the Company’s shares. In accordance with the provisions of the Plan, listed Ordinary
Fully Paid shares and unlisted options are held on behalf of Plan Participants by the Trustee of the MOST.
Under the MOST, the exercise price of the options is set by the Board on the date of grant. The life of options to
participants granted are for 3 years, but these must be exercised within 3 months of the option holder ceasing
employment with Magnis Energy Technologies Ltd. There are no cash settlement alternatives.
RIGHTS PLAN: MERT - (‘EMPLOYEES’)
consolidated entity.
Notes to the Financial Statements - Continued
(d)
Summary of options and rights granted under share-based payment
Options granted under share-based payment.
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements
in, MOST share options issued during the year.
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
(Expired \ Lapsed) during the year
Outstanding at the end of the year
2023
No.
10,125,000
7,000,000
-
(4,000,000)
13,125,000
2023
WAEP
0.72
1.34
-
-
0.75
2022
No.
3,750,000
7,375,000
-
(1,000,000)
10,125,000
Exercisable at the end of the year
13,125,000
0.75
10,125,000
2022
WAEP
0.69
0.72
-
(0.70)
0.72
0.72
The range of exercise prices for options outstanding at the end of the year was between $0.40 and $0.80 (2022:
$0.40 and $0.80).
Rights granted under share-based payment.
The below table shows the number of, and movements in, MERT performance share rights issued during the
year.
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at the end of the year
2023
No.
4,000,000
-
-
-
4,000,000
2023
WAEP
-
-
-
-
-
2022
No.
7,500,000
-
(1,500,000)
(2,000,000)
4,000,000
2022
WAEP
-
-
-
-
-
Exercisable at the end of the year
4,000,000
-
4,000,000
-
During 2023, NIL ordinary fully paid shares (2022: 1,500,000) were issued as a result of converting performance rights.
Magnis Energy Technologies Ltd operates an ownership-based scheme for Directors and Employees of the
(e) Weighted average remaining estimated life.
In accordance with the provisions of the Plan, unlisted performance share rights are held on behalf of Plan
Participants by the Trustee of the Magnis Executive Rights Trust (‘MERT’).
Under MERT, the Executive Rights are divided into five tranches and conversion of each tranche is dependent
on satisfaction of performance milestones and service conditions applicable to each tranche, including the relevant
person being a director at the time the respective performance milestone tranche is satisfied.
Although no specific expiry date exists for each tranche, it has been accepted under AASB2 that the life of
Executive Rights granted to participants are for 10 years, but they will immediately lapse when the Executive
Rights holder ceases employment with Magnis Energy Technologies Ltd. There are no cash settlement
alternatives.
(c)
Share-based payment plans for non-employee (‘Consultant option’):
The weighted average remaining estimated life outstanding as at 30 June 2023 is:
• Share options - MOST:
• Share options - Direct:
• Share rights - MERT:
1.87 years (2022:1.22 years)
0 years (2022: 2.41 years)
9.00 years (2022:9.00 years)
(f) Weighted average fair value.
The weighted average fair value granted during the year to 30 June 2023 is:
• Share options - MOST:
• Share options - Direct:
• Share rights - MERT:
$0.09394 (2022: $0.09440)
n\a (2022: 14110)
$0.00923 (2022:0.00923)
(g)
Option
pricing model
Equity-settled transactions
Share options are granted to selected non-employees from time to time in consideration for the services of the
consultant as a share-based incentive (‘Consultant options’). Prior Shareholder approval of the issue of Consultant
options is required.
The fair value of the equity-settled share options granted under the share-based payment is estimated as at the
date of grant using a Binomial Model, considering the terms and conditions upon which the options were granted.
The following table lists the inputs to the models used for the year ended 30 June 2023:
Each Consultant Option is granted for nil consideration for services provided by unrelated parties to the Company,
the terms are subject to the same terms of the Company’s existing unlisted options.
No funds are raised from the issue of the Consultant Options, as they are issued to the consultant in consideration
for assistance with the Company’s progress and success. There are no cash settlement alternatives.
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
Option exercise price (cents)
Weighted average share price at measurement dates (cents)
Exercise price multiple
Model used
Nil
47 - 99
0.062 - 3.878
2.0 - 3.0
40 - 80
18.5 - 53.0
2
Binomial
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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79
Notes to the Financial Statements - Continued
The effects of early exercise have been incorporated into calculations by using an expected life for the option that
is shorter than the estimated life based on historical exercise behaviour, which is not necessarily indicative of
exercise patterns that may occur in the future.
The expected volatility was determined using a historical sample of Company share prices. The resulting expected
volatility therefore reflects the assumption that the historical volatility is indicative of future trends which may also
not necessarily be the actual outcome.
The option holders were assumed to exercise prior to expiry date when the price is twice that of the exercise price.
This reflects the restrictions to trading of directors and employees outlined in the Company’s share trading policy.
During the financial year, the Magnis Option Share Trust (‘MOST’) scheme acquired and was issued with
7,000,000 (2022: 7,375,000) options on varying terms and conditions for allotment to Directors and employees.
Accounting policies
The Group provides benefits to employees [including directors] of, and consultants to, the Group in the form of
share-based payment transactions, whereby services are rendered in exchange for shares or rights over shares
[‘equity-settled transactions’].
The cost of equity-settled transactions is measured by reference to the fair value at the date at which they are
granted. The fair value of options and performance rights with market-based performance criteria is determined
by an external valuer using a binomial option pricing model. The fair value of performance plan rights with non-
market performance criteria is determined by reference to the Company’s share price at date of grant.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance conditions are fulfilled, ending in the date on which the recipient becomes fully
entitled to the award [‘vesting date’].
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the
directors, based on the best available information at reporting date will ultimately vest.
No adjustment is made for the likelihood of market conditions being met as the effect of these conditions is
included in the determination of fair value at grant date. The charge or credit for the period represents the
movement in cumulative expense recognised as at the beginning and end of the period. Where awards vest
immediately, the expense is also recognised in profit or loss.
No expense is recognised for awards that do not ultimately 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 modification.
Where the terms of an equity-settled award is cancelled, it is treated as if it had been vested on the date of
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 the new award are treated as if they were a modification of the original award as described in
the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
29. FINANCIAL INSTRUMENTS
(a)
Financial risk management objectives and policies
The Group’s principal financial instruments consist of short-term deposits, receivables, and payables. These
activities expose the Group to a variety of financial risks: market risk, (i.e., interest rate risk and foreign exchange
risks), credit risk and liquidity risk.
The overall objective of the Group’s financial risk management policies is to meet its financial targets whilst
protecting future financial security.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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57
Notes to the Financial Statements - Continued
Notes to the Financial Statements - Continued
The effects of early exercise have been incorporated into calculations by using an expected life for the option that
is shorter than the estimated life based on historical exercise behaviour, which is not necessarily indicative of
exercise patterns that may occur in the future.
The Board fulfils its corporate governance and oversight responsibilities by monitoring and reviewing the integrity
of financial statements, the effectiveness of internal financial control and the policies on risk oversight and
management. Management is charged with implementing the policies.
The expected volatility was determined using a historical sample of Company share prices. The resulting expected
volatility therefore reflects the assumption that the historical volatility is indicative of future trends which may also
The management manages the different types of risks to which the Group is exposed by considering risk and
monitoring levels of exposure to interest risk and by being aware of market forecasts for interest rates.
not necessarily be the actual outcome.
The option holders were assumed to exercise prior to expiry date when the price is twice that of the exercise price.
This reflects the restrictions to trading of directors and employees outlined in the Company’s share trading policy.
During the financial year, the Magnis Option Share Trust (‘MOST’) scheme acquired and was issued with
7,000,000 (2022: 7,375,000) options on varying terms and conditions for allotment to Directors and employees.
Accounting policies
[‘equity-settled transactions’].
The Group provides benefits to employees [including directors] of, and consultants to, the Group in the form of
share-based payment transactions, whereby services are rendered in exchange for shares or rights over shares
The cost of equity-settled transactions is measured by reference to the fair value at the date at which they are
granted. The fair value of options and performance rights with market-based performance criteria is determined
by an external valuer using a binomial option pricing model. The fair value of performance plan rights with non-
market performance criteria is determined by reference to the Company’s share price at date of grant.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance conditions are fulfilled, ending in the date on which the recipient becomes fully
entitled to the award [‘vesting date’].
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the
directors, based on the best available information at reporting date will ultimately vest.
No adjustment is made for the likelihood of market conditions being met as the effect of these conditions is
included in the determination of fair value at grant date. The charge or credit for the period represents the
movement in cumulative expense recognised as at the beginning and end of the period. Where awards vest
immediately, the expense is also recognised in profit or loss.
No expense is recognised for awards that do not ultimately 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 modification.
Where the terms of an equity-settled award is cancelled, it is treated as if it had been vested on the date of
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 the new award are treated as if they were a modification of the original award as described in
the previous paragraph.
earnings per share.
29. FINANCIAL INSTRUMENTS
(a)
Financial risk management objectives and policies
The Group’s principal financial instruments consist of short-term deposits, receivables, and payables. These
activities expose the Group to a variety of financial risks: market risk, (i.e., interest rate risk and foreign exchange
risks), credit risk and liquidity risk.
protecting future financial security.
The overall objective of the Group’s financial risk management policies is to meet its financial targets whilst
Liquidity risk is monitored through general business budgets and forecasts. The Board reviews and agrees on
policies for managing these risks.
(b) Market Risk
Foreign currency risk
The Group 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 national
currency. The risk is measured using sensitivity analysis and cash flow forecasting.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the
reporting date were as follows:
Consolidated
US dollars
Assets US$
Liabilities US$
2023
6,300,913
2022
4,793,355
2023
39,615
2022
69,703
The Group had net assets denominated in foreign currencies of US$6,261,298 (assets less liabilities) as at 30
June 2023 (2022:US$4,723,652).
Based on this exposure, had the Australian dollar weakened or strengthened by 5% against these foreign
currencies with all other variables held constant, the consolidated entity's loss before tax for the year would
have been $135,883 higher / $88,656 lower, while the consolidated entity's net assets \ equity would have been
$496,393 higher / $449,118 lower.
The percentage change is the expected overall volatility of the significant currencies, which is based on
management’s assessment of reasonable possible fluctuations taking into consideration movements over the
last 6 months each year and the spot rate at each reporting date.
The actual foreign exchange loss realised for the year ended 30 June 2023 was $123,522 (2022: $19,405)
Interest rate risk
The Group is exposed to movements in market interest rates on short-term deposits. Management ensures a
balance is maintained between the liquidity of cash assets and the interest rate return. Presently, the Group has
no interest-bearing liabilities.
At reporting date, the Group had the following financial assets and liabilities exposed mostly to Australian variable
interest rates and are unhedged.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
Cash and cash equivalents
Consolidated
2023
$
22,137,605
2022
$
100,238,244
The weighted average interest rate for the Group at the reporting date was 0.0197% (2022:0.4850%).
In accordance with the Group policy of reviewing this risk, the following sensitivity analysis based on interest rate
exposure at reporting date where the interest rate movement varies and other variables remain constant, post-tax
loss and equity would have been affected as shown. The analysis has been performed on the same basis for both
2023 and 2022.
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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58
81
Notes to the Financial Statements - Continued
30 June 2023
Consolidated Entity
Financial asset
Cash and cash
equivalents
30 June 2022
Consolidated Entity
Financial asset
Cash and cash
equivalents
Carrying
Amount
Interest Rate Risk
-1%
Interest Rate Risk
+1%
Net Loss
$
Equity
$
Net Loss
$
Equity
$
22,137,605
(221,376)
(221,376)
221,376
221,376
Carrying
Amount
Interest Rate Risk
-1%
Interest Rate Risk
+1%
Net Loss
$
Equity
$
Net Loss
$
Equity
$
100,238,244
(1,002,382)
(1,002,382)
1,002,382
1,002,382
31. ADMINISTRATION EXPENSES
The sensitivity was higher during 2023 than 2022 because of higher cash balances. The analysis assumes the
carrying amounts noted will be maintained over the next financial year.
(c) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the
carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial
position and Notes to the financial statements. The Group does not hold any collateral. The Group has adopted a
simplified lifetime expected loss allowance in estimating expected credit losses to trade and other receivables.
The Group has no significant concentrations of credit risk. The maximum exposure to credit risk at reporting date
is the carrying amount (net of expected credit loss) of those assets as disclosed in the statement of financial
position and Notes to the financial statements.
(d)
Liquidity risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due. The Group’s objective is to maintain a
balance between continuity of funding and flexibility as to its source. The Directors receive cash flow reports
periodically and increase the frequency of review when the safety margin is or is nearly breached. The Board
formulates plans to replenish its cash resources when required and implements cost reduction programmes to
reduce cash expenditure. The table below reflects all contractually fixed payoffs, repayments, and interest from
recognised financial liabilities. For these obligations the undiscounted cash flows for the respective upcoming
financial years are presented.
Cash flows for financial assets and liabilities without fixed timing or amount are based on the conditions existing
at 30 June 2023. The remaining contractual maturities of the Group entity's financial liabilities consisting of trade
and other payables are:
On demand
Less than 1 year
1-5 years
> 5 years
(e) Net Fair Values
Consolidated
2023
$
-
15,632,853
-
-
15,632,853
2022
$
-
3,646,194
-
-
3,646,194
The carrying amounts of financial assets and liabilities as shown in the statement of financial position approximate
their fair value.
Notes to the Financial Statements - Continued
30.
INTEREST EXPENSES
Interest Expense
Interest on Lease Liability
Interest Expense
Interest Expense - iM3NY
Interest expenses - iM3NY
Audit Fees
Insurance
Rental expenses
Travel costs
C4V Service Supply Fees
Other expenses
Administration expenses
Audit Fees - iM3NY
Insurance - iM3NY
Rental expenses - iM3NY
Travel costs - iM3NY
Other expenses - iM3NY
Administration expenses - iM3NY
32. LEGAL AND CONSULTANCY EXPENSES
Legal and consulting expenses
Legal
Consultants
Marketing
Legal - iM3NY
Consultants - iM3NY
Marketing - iM3NY
Legal and consulting expenses - iM3NY
Consolidated
2023
$
2022
$
363,095
1,000,000
46,826
18,115
409,921
1,018,115
15,105,274
9,091,609
15,105,274
9,091,609
15,515,195
10,109,724
Consolidated
2023
$
143,319
373,294
131,139
320,623
885,175
2022
$
90,681
96,024
132,510
152,071
827,259
3,077,231
1,627,789
4,930,781
2,926,334
674,087
488,032
3,056,534
118,298
156,728
3,238,892
2,744,663
162,738
4,109,473
2,744,273
8,446,424
9,047,294
13,377,205
11,973,628
Consolidated
2023
$
2022
$
454,829
889,211
3,237,300
2,860,162
156,546
276,880
3,848,675
4,026,253
456,001
337,437
-
132,139
588,140
-
215,631
553,068
4,436,815
4,579,321
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
60
Notes to the Financial Statements - Continued
Notes to the Financial Statements - Continued
Interest Rate Risk
Interest Rate Risk
30.
INTEREST EXPENSES
30 June 2023
Net Loss
Equity
Net Loss
22,137,605
(221,376)
(221,376)
221,376
221,376
Interest Rate Risk
Interest Rate Risk
-1%
$
-1%
$
+1%
$
Equity
$
+1%
$
Equity
$
$
$
Carrying
Amount
Carrying
Amount
30 June 2022
Net Loss
Equity
Net Loss
Consolidated Entity
Financial asset
Cash and cash
equivalents
Consolidated Entity
Financial asset
Cash and cash
equivalents
100,238,244
(1,002,382)
(1,002,382)
1,002,382
1,002,382
The sensitivity was higher during 2023 than 2022 because of higher cash balances. The analysis assumes the
carrying amounts noted will be maintained over the next financial year.
(c) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the
carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial
position and Notes to the financial statements. The Group does not hold any collateral. The Group has adopted a
simplified lifetime expected loss allowance in estimating expected credit losses to trade and other receivables.
The Group has no significant concentrations of credit risk. The maximum exposure to credit risk at reporting date
is the carrying amount (net of expected credit loss) of those assets as disclosed in the statement of financial
position and Notes to the financial statements.
(d)
Liquidity risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due. The Group’s objective is to maintain a
balance between continuity of funding and flexibility as to its source. The Directors receive cash flow reports
periodically and increase the frequency of review when the safety margin is or is nearly breached. The Board
formulates plans to replenish its cash resources when required and implements cost reduction programmes to
reduce cash expenditure. The table below reflects all contractually fixed payoffs, repayments, and interest from
recognised financial liabilities. For these obligations the undiscounted cash flows for the respective upcoming
financial years are presented.
On demand
Less than 1 year
1-5 years
> 5 years
(e) Net Fair Values
their fair value.
The carrying amounts of financial assets and liabilities as shown in the statement of financial position approximate
Consolidated
2023
$
2022
$
15,632,853
3,646,194
-
-
-
-
-
-
15,632,853
3,646,194
Interest Expense
Interest on Lease Liability
Interest Expense
Interest Expense - iM3NY
Interest expenses - iM3NY
31. ADMINISTRATION EXPENSES
Audit Fees
Insurance
Rental expenses
Travel costs
C4V Service Supply Fees
Other expenses
Administration expenses
Audit Fees - iM3NY
Insurance - iM3NY
Rental expenses - iM3NY
Travel costs - iM3NY
Other expenses - iM3NY
Administration expenses - iM3NY
Cash flows for financial assets and liabilities without fixed timing or amount are based on the conditions existing
at 30 June 2023. The remaining contractual maturities of the Group entity's financial liabilities consisting of trade
32. LEGAL AND CONSULTANCY EXPENSES
and other payables are:
Legal
Consultants
Marketing
Legal and consulting expenses
Legal - iM3NY
Consultants - iM3NY
Marketing - iM3NY
Legal and consulting expenses - iM3NY
Consolidated
2023
$
363,095
46,826
2022
$
1,000,000
18,115
409,921
1,018,115
15,105,274
9,091,609
15,105,274
9,091,609
15,515,195
10,109,724
Consolidated
2023
$
143,319
373,294
131,139
320,623
885,175
2022
$
90,681
96,024
132,510
152,071
827,259
3,077,231
1,627,789
4,930,781
2,926,334
674,087
488,032
3,056,534
118,298
156,728
3,238,892
2,744,663
162,738
4,109,473
2,744,273
8,446,424
9,047,294
13,377,205
11,973,628
Consolidated
2023
$
454,829
2022
$
889,211
3,237,300
2,860,162
156,546
276,880
3,848,675
4,026,253
456,001
337,437
-
132,139
588,140
-
215,631
553,068
4,436,815
4,579,321
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
ANNUAL REPORT | 2023
60
83
Notes to the Financial Statements - Continued
33. BORROWING COSTS AND LOAN AMORTIZATION
Notes to the Financial Statements - Continued
Loan Amortization - iM3NY
Borrowing Costs - iM3NY #
Borrowing Costs and Loan Amortization – iM3NY
# (2022: Includes $20,030,045 of loss on extinguishment of debt.)
Consolidated
2023
$
12,500,355
2022
$
3,336,221
1,790,017
21,486,071
14,290,372
24,822,292
In accordance with a resolution of the Directors of Magnis Energy Technologies Ltd, I state that:
a)
the financial statements and Notes of the consolidated entity are in accordance with the Corporations Act
DIRECTORS' DECLARATION
1.
In the opinion of the Directors:
2001,
including:
(i) Giving a true and fair view of its financial position as at 30 June 2023 and performance for the financial
year ended on that date.
the Corporations Regulations 2001.
(ii) Complying with Accounting Standards (including the Australian Accounting Interpretations) and
b)
The financial statements and Notes also comply with International Financial Reporting Standards as
disclosed in Note 1.
c)
There are reasonable grounds to believe that the Company, as noted by Directors in Note 1 - Going
concern, will be able to pay its debts as and when they become due and payable.
2.
This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2023.
On behalf of the board
F Poullas
Executive Chairman
Sydney, (cid:20)(cid:26) October
2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
84
61
ANNUAL REPORT | 2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
62
Notes to the Financial Statements - Continued
33. BORROWING COSTS AND LOAN AMORTIZATION
Loan Amortization - iM3NY
Borrowing Costs - iM3NY #
Borrowing Costs and Loan Amortization – iM3NY
# (2022: Includes $20,030,045 of loss on extinguishment of debt.)
Consolidated
2023
$
2022
$
12,500,355
3,336,221
1,790,017
21,486,071
14,290,372
24,822,292
10
2 DIRECTOR’S DECLARATION
Notes to the Financial Statements - Continued
DIRECTORS' DECLARATION
In accordance with a resolution of the Directors of Magnis Energy Technologies Ltd, I state that:
1.
In the opinion of the Directors:
a)
the financial statements and Notes of the consolidated entity are in accordance with the Corporations Act
2001,
including:
(i) Giving a true and fair view of its financial position as at 30 June 2023 and performance for the financial
year ended on that date.
(ii) Complying with Accounting Standards (including the Australian Accounting Interpretations) and
the Corporations Regulations 2001.
b)
c)
The financial statements and Notes also comply with International Financial Reporting Standards as
disclosed in Note 1.
There are reasonable grounds to believe that the Company, as noted by Directors in Note 1 - Going
concern, will be able to pay its debts as and when they become due and payable.
2.
This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2023.
On behalf of the board
F Poullas
Executive Chairman
Sydney, (cid:20)(cid:26) October
2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
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ANNUAL REPORT | 2023
MAGNIS ENERGY TECHNOLOGIES LTD: ANNUAL FINANCIAL REPORT 2023
85
62
2 11
INDEPENDENT AUDITOR’S REPORT
MAGNIS ENERGY TECHNOLOGIES LIMITED
AND CONTROLLED ENTITIES
ABN 26 115 111 763
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MAGNIS ENERGY TECHNOLOGIES
LIMITED
REPORT ON THE AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS
Report on the Financial Report
Opinion
We have audited the financial report of Magnis Energy Technologies Limited and Controlled Entities (the Group),
which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement
of profit and 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 consolidated financial statements,
including a summary of significant accounting policies and other explanatory information, and the directors’
declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(a)
(b)
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001;
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement. 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 confirm the independence declaration required by the Corporations Act 2001, has been given to the directors
of the company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the company incurred a net loss
of $72,717,606 during the year ended 30 June 2023 and net operating cash outflows of $58,684,323; as of that
date; As stated in Note 1 these events and conditions, along with other matters as set forth in Note 1, indicate that
a material uncertainty exists that may cast significant doubt about the company’s ability to continue as a going
concern and therefore, the company may be unable to realise its assets and discharge its liabilities in the
normal course of business and at the amounts stated in the financial report. Our opinion is not modified in
respect of this matter.
Liability limited by a scheme approved under
Professional Services Legislation.
Hall Chadwick Melbourne Audit
ABN 41 134 806 025 Registered Company Auditors.
Level 14 440 Collins Street Melbourne VIC 3000 T: +61 3 9820 6400
Post: Locked Bag 777 Collins Street West VIC 8007 Australia
www.hallchadwickmelb.com.au E: hcm@hallchadwickmelb.com.au
Hall Chadwick Association - a national group of independent Chartered Accountants and Business Advisory firms.
MELBOURNE SYDNEY BRISBANE ADELAIDE PERTH DARWIN
86
ANNUAL REPORT | 2023
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 for the year ended 30 June 2023. 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.
Key Audit Matter
How Our Audit Addressed the Key Audit Matter
Investment in Charge CCV LLC
Refer to Note 9 ‘Financial Assets at FVOCI
Our procedures included, amongst others:
At 30 June 2023, the Consolidated Entity had an
investment in Charge CCCV LLC “C4V” an
entity external to the Group and recorded at a
value of $ 15,096,142. The Group’s accounting
policy in respect of this investment is outlined in
Note 9.
This is a key audit matter because of the
judgements and estimates along with
the
disclosure considerations that are required in
relation to management’s assessment of the fair
value to ensure that these are in accordance
with AASB 13 Fair Value, AASB 9 Financial
Instruments and AASB 7 Financial Instruments:
Disclosures.
Key Audit Matter
Development Asset
Refer to Note 11 ‘Development Asset’
The Group has $8,029,704
recorded as
development asset as at 30 June 2023. The
respect of
Group’s accounting policy
exploration and evaluation assets is outlined in
Note 11.
in
This is a key audit matter because the carrying
value of the assets are material to the financial
statements and significant judgements are
applied in determining whether an indicator of
impairment exists in relation to capitalised
exploration and expenditure assets
in
accordance with Australian Accounting
for and
Standard AASB 6 Exploration
Evaluation of Mineral Resources.
Obtaining and evaluating management’s assessment
and assumptions made in relation to the investment in
C4V to ensure the classification of the asset continues to
be appropriate.
Evaluating management’s financial model to support
the fair value of C4V, including the challenging of key
assumptions as reported in Note 9 as well as checking
the mathematical accuracy of the model and underlying
calculations.
Gaining an understanding of quantum of funds required
to ensure Nachu and iM3NY progress to development
and into production to produce the royalty cash flows to
C4V.
Evaluating the accuracy and completeness of the
disclosures in accordance with AASB 9, AASB 13 and
AASB 7.
How Our Audit Addressed the Key Audit Matter
Our procedures included, amongst others:
In assessing whether an indicator of impairment exists
in relation to the Group’s exploration assets in
accordance with AASB 6 – Exploration for and
Evaluation of Mineral Resources, we:
o examined the minutes of the Group’s board
meetings and updates from the Group’s
exploration partners;
o obtained management’s position on the
assessment of impairment at the end of the year
and evaluated it for reasonableness;
o
reviewed the tenements profile and ensured any
that have been surrendered were expensed as
required;
Liability limited by a scheme approved under
Professional Services Legislation.
Hall Chadwick Melbourne Audit
ABN 41 134 806 025 Registered Company Auditors.
Level 14 440 Collins Street Melbourne VIC 3000 T: +61 3 9820 6400
Post: Locked Bag 777 Collins Street West VIC 8007 Australia
www.hallchadwickmelb.com.au E: hcm@hallchadwickmelb.com.au
Hall Chadwick Association - a national group of independent Chartered Accountants and Business Advisory firms.
MELBOURNE SYDNEY BRISBANE ADELAIDE PERTH DARWIN
ANNUAL REPORT | 2023
87
Key Audit Matter
Property, Plant and Equipment
How Our Audit Addressed the Key Audit Matter
Our procedures included amongst others:
Refer to Note 12 ‘Property,
Plant and Equipment’
The Group has $93,091,666 property, plant and
equipment at 30 June 2023 of which
$92,984,518 relates to iM3NY. We focused on
this matter as a key audit matter as equipment is
the most significant asset of the group.
Key Audit Matter
Borrowings
Refer to Note 14 (c) ‘Non Current - Borrowings’
The Group has $150,631,220 of non-current
borrowings as at 30 June 2023.
Magnis’s subsidiary iM3NY entered into an
agreement with Atlas Credit Partners through
AON for a loan facility of USD 100 million (AUD
145.11 million) which was used to retire the
USD 48.475 million ( AUD 63.98 million) senior
debt facility entered into with Riverstone and to
provide additional cash for the business.
This is considered to be a key area of audit
focus due to its materiality to the financial report.
Assessed the Group’s analysis for indicators of
impairment, including the views of management’s
valuation specialists. This included consideration
of whether any movements in the valuation
drivers
impairment by
comparing them to historical results in addition to
economic and industry forecasts.
indicated potential
We assessed
the adequacy of group's
disclosures in relation to the carrying value of
property, plant & equipment.
How Our Audit Addressed the Key Audit Matter
Our procedures included, amongst others:
Gained an understanding the loan as per the loan
agreement.
A review of the loan documentation including the
terms of the secured loans and evaluated the
accounting treatment adopted by management in
accounting for the borrowings.
Confirmed that the management is in compliance
with the loan’s covenants
We assessed the adequacy of the Group’s
disclosures in respect of borrowings.
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 2023, 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.
Other matter
The audited financial statements published by the company on 3rd October 2023 includes an audit report with
a qualified opinion. The qualification was based on the inability to obtain sufficient and appropriate audit
evidence to conclude on material areas relating to equity, intercompany transactions and the implications of
income tax arising out of these transactions on the subsidiary iM3NY LLC, as the component auditor had not
completed their work on those areas. Since then, the component auditor have completed their work and issued
an audit report with unqualified opinion.
As we now have obtained sufficient appropriate audit evidence, our audit report has been issued with an
unqualified opinion on the reissued consolidated financial statements.
Liability limited by a scheme approved under
Professional Services Legislation.
Hall Chadwick Melbourne Audit
ABN 41 134 806 025 Registered Company Auditors.
Level 14 440 Collins Street Melbourne VIC 3000 T: +61 3 9820 6400
Post: Locked Bag 777 Collins Street West VIC 8007 Australia
www.hallchadwickmelb.com.au E: hcm@hallchadwickmelb.com.au
Hall Chadwick Association - a national group of independent Chartered Accountants and Business Advisory firms.
MELBOURNE SYDNEY BRISBANE ADELAIDE PERTH DARWIN
88
ANNUAL REPORT | 2023
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.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional skepticism throughout the audit. We also:
–
–
–
–
–
–
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going
concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the
direction, supervision and performance of the Group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, 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
Liability limited by a scheme approved under
Professional Services Legislation.
Hall Chadwick Melbourne Audit
ABN 41 134 806 025 Registered Company Auditors.
Level 14 440 Collins Street Melbourne VIC 3000 T: +61 3 9820 6400
Post: Locked Bag 777 Collins Street West VIC 8007 Australia
www.hallchadwickmelb.com.au E: hcm@hallchadwickmelb.com.au
Hall Chadwick Association - a national group of independent Chartered Accountants and Business Advisory firms.
MELBOURNE SYDNEY BRISBANE ADELAIDE PERTH DARWIN
ANNUAL REPORT | 2023
89
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on the Remuneration Report
We have audited the remuneration report included in pages 13 to 18 of the directors’ report for the year ended 30
June 2023.
In our opinion, the remuneration report of Magnis Energy Technologies Limited, for the year ended 30 June 2023,
complies with 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.
Hall Chadwick Melbourne Audit
Chartered Accountants
Level 14 440 Collins Street
Melbourne VIC 3000
Anh (Steven) Nguyen
Director
Date: 18 October 2023
Liability limited by a scheme approved under
Professional Services Legislation.
Hall Chadwick Melbourne Audit
ABN 41 134 806 025 Registered Company Auditors.
Level 14 440 Collins Street Melbourne VIC 3000 T: +61 3 9820 6400
Post: Locked Bag 777 Collins Street West VIC 8007 Australia
www.hallchadwickmelb.com.au E: hcm@hallchadwickmelb.com.au
Hall Chadwick Association - a national group of independent Chartered Accountants and Business Advisory firms.
MELBOURNE SYDNEY BRISBANE ADELAIDE PERTH DARWIN
90
ANNUAL REPORT | 2023
212
SUPPLEMENTARY INFORMATION
Corporate Governance Statement for 2023 can be viewed at:
https://magnis.com.au/files/Corporate-Governance-Statement.pdf
The Security holder information set out below was current at 24 October 2023
Substantial Shareholders
NAME
Citicorp Nominees Pty Limited
# of Securities
% of Securities
61,142,962
7.13
Number of holders in each class of security
CLASS OF SECURITY
Securities
% of Securities
No. of Holders
% of Holders
Ordinary Fully Paid
1,199,498,151
100
19,438
100
Voting Rights attached to each Class of Security
Each Ordinary Fully Paid Share is entitled to one vote at any General Meeting of the Company and
participates in any distribution equally with all other Ordinary Fully Paid Shares
The unlisted Options have no voting rights
Distribution Schedule
Holding Distribution 30 September 2022
RANGE
Securities
% of Securities
No. of Holders
% of Holders
100,001 and over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
922,121,213
226,024,616
27,027,892
18,307,988
701,312
77.22
18.92
2.26
1.53
0.06
1,578
6,697
3,382
6,698
1,083
8.12
34.45
17.40
34.46
5.57
●
4.10.8 No of holders that have less than a marketable parcel (which is currently sitting at close to 10%
of the register).
Unmarketable Parcel Details - 30 September 2022
Range
Securities
% of Securities
No. of Holders
% of Holders
Unmarketable Parcel
25,223,599
2.11
8,841
45.48
91
ANNUAL REPORT | 2023
Rank Name
20 Largest Shareholders
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
CITICORP NOMINEES PTY LIMITED
MAZZDEL PTY LIMITED
MAZZDEL PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
EVOLUTION CAPITAL PTY LTD
MR FRANK POULLAS
MR MATTHEW JOHN BOYSEN
MR MATTHEW JOHN BOYSEN
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
KINGSLAND DEVELOPMENTS AUSTRALIA PTY LTD
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
MR TIAN YONG LIU & MRS WEI YING JIANG
MR JOHN PETER SAUNIG
FINCLEAR PTY LTD
MR MARLON PATHER
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
GREENHILL ROAD INVESTMENTS PTY LTD
BNP PARIBAS NOMS PTY LTD
MR FRANK POULLAS
MISS HAZEL DARCY
Details of Unquoted Securities
DESCRIPTION
Option expiring various dates ex various prices
Performance Shares
Option Expiring 25 Nov 2024 ex $0.70
Option Expiring 25 Nov 2024 ex $0.50
Option Expiring 25 Nov 2024 ex $0.40
Option Expiring 7 Dec 2024 ex $0.60
Option Expiring 7 December 2025 ex $0.80
Option Expiring 18 May 2026 ex $0.50
Name
85,317,692
30,438,781
21,633,678
20,792,158
20,000,000
13,129,580
11,801,000
11,401,320
9,050,510
7,932,406
6,433,584
6,221,498
5,979,322
5,957,545
5,000,000
4,872,468
4,500,000
4,444,098
4,200,000
4,097,699
%IC
7.13
2.55
1.81
1.74
1.67
1.10
0.99
0.95
0.76
0.66
0.54
0.52
0.50
0.50
0.42
0.41
0.38
0.37
0.35
0.34
# of Securities
# of Holders
2,625,000
4,000,000
2,000,000
10,000,000
20,000,000
1,300,000
6,000,000
35,000,000
5
2
1
2
2
1
3
3
Company Secretaries
Duncan Glasgow
Jonathan Reynolds
Phone & registered office address
Ph:+61 2 9397 9888
Address of Registered Office
Suite 1101, 1 Castlereagh Street, Sydney NSW 2000 Australia
Other Stock Exchanges
There are no other exchanges although there are 2 OTC markets, namely OTCQX and FSE
ANNUAL REPORT | 2023
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ANNUAL REPORT
2023
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