Manhattan Corporation Limited
Annual Report 2023

Plain-text annual report

Manhattan Corporation Limited Annual Report 30 June 2023 ABN: 61 123 156 089 CONTENTS PAGE CONTENTS CORPORATE DIRECTORY DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CASH FLOWS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY NOTES TO THE FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDITOR’S REPORT ASX ADDITIONAL INFORMATION PAGE 1 2 24 25 26 27 28 29 51 52 56 CORPORATE DIRECTORY Directors Mr Marcello Cardaci (Non-Executive Chairman) Mr Kell Nielsen (Chief Executive Officer) Appointed as Executive Director on 24 November 2021 Mr John Seton (Non-Executive Director) Company Secretary Ms Eryn Kestel Registered Office Level 1 35 Richardson Street West Perth WA 6005 Telephone: +61 8 9322 6677 Website: www.manhattcorp.com.au Email: info@manhattcorp.com.au Share Registry Computershare Investor Services Pty Ltd Level 17 221 St Georges Terrace Perth WA 6000 Telephone: 1 300 850 505 Facsimile: + 61 8 9323 2033 Auditors Rothsay Audit & Assurance Pty Ltd Level 1, Lincoln House 4 Ventnor Avenue Perth WA 6000 Securities Exchange The Company’s securities are quoted on the official list of the Australian Securities Exchange Limited, the home branch being Perth. ASX Code : MHC Manhattan Corporation Limited 1 2023 Annual Report to Shareholders DIRECTORS’ REPORT The Directors present their report for Manhattan Corporation Limited (“Manhattan” or “the Company”) and its subsidiaries (“the Group”) for the year ended 30 June 2023. DIRECTORS The names, qualifications, and experience of the Company’s Directors in office during the period and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. Mr Marcello Cardaci B. Juris, LLB, B.Com Non-Executive Chairman Marcello is a consultant to the Australian legal practice of Gilbert + Tobin. Mr Cardaci holds degrees in law and commerce and is experienced in a wide range of corporate and commercial matters with a particular emphasis on public and private capital equity raisings and mergers and acquisitions. Gilbert + Tobin specializes in the provision of legal advice to companies involved in various industries including resources and manufacturing. Mr Cardaci is a Director of Altamin Limited and Nordic Nickel Limited. He has not held any other listed directorships over the past three years. Mr Kell Nielsen BSc (Geol), MSc (MinEcon), MAusimm Chief Executive Officer (Appointed as Director on 24 November 2021 and as CEO on 23 April 2020) Kell is an Australian Geologist with over 25 years’ experience in project generation, exploration, and development across a broad range of minerals including gold, copper and base metals. Mr Nielsen has worked extensively in Australia, Mongolia, West and East Africa and Myanmar covering a diverse range of experiences and roles from grass roots exploration to being at the forefront of discoveries and managing large resource development teams for Placer Dome (Wallaby resource definition >10Moz Au) and consulting to BHP Billiton’s iron ore and coal divisions. Mr John Seton LLM (Hons) Non-Executive Director John is an Auckland based solicitor with extensive business experience in technology, mining, wine and investment companies both with listed and private directorships and chairmanships, including ASX, NZX and TSX listed entities. A Chartered Fellow of the New Zealand Institute of Directors, Mr Seton is experienced in corporate asset acquisitions and divestments, transaction negotiations, fund raising and steering businesses to significant growth. He also has over 35 years’ experience in commercial law. Mr Seton has an extensive skill set together with vast experience gained from sitting on many boards in Australia, New Zealand, and overseas based companies both as an Executive and Non-Executive Director. Mr Seton is the Acting Chairman and Executive Director of Besra Gold Inc. (ASX: BEZ), Director of Manuka Resources Limited (ASX: MKR) and a Director of Good Spirits Hospitality Limited (NZX: GSH). In the past three years Mr Seton has held a directorship in formerly ASX-listed Tomizone Limited. Manhattan Corporation Limited 2 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) COMPANY SECRETARY Eryn Kestel B. Bus, CPA Eryn is a Certified Practicing Accountant, providing book-keeping and company secretary services to a number of companies. She has experience in listing rules compliance and corporate governance together with high level administration. Ms Kestel has not held any listed directorships over the past three years. INTERESTS IN THE SECURITIES OF THE COMPANY As at the date of this report the interests of the Directors in the securities of Manhattan Corporation Limited are: Director Mr. M. Cardaci Mr. K Nielsen Mr. J. Seton Ordinary Shares 3,567,241 2,250,000 1,575,785 Note: Includes shares held directly, indirectly and beneficially by Key Management Personnel. RESULTS OF OPERATIONS The Group’s net loss after taxation attributable to the members of Manhattan Corporation for the year to 30 June 2023 was $755,514 (30 June 2022: $536,024). DIVIDENDS No dividend was paid or declared by the Group in the period and up to the date of this report. CORPORATE STRUCTURE Manhattan Corporation Limited is a Company limited by shares, which is incorporated and domiciled in Australia. NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES During the period, the principal activity was mineral exploration and development and evaluation of mineral projects and corporate opportunities in the resource sector worldwide. EMPLOYEES The Group has 11 employees at 30 June 2023 (30 June 2022: nil). Manhattan Corporation Limited 3 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) RESULTS OF OPERATIONS OVERVIEW During the year ended 30 June 2023, Manhattan Corporation Limited (MHC or the Company) acquired 100% of the shares in Afro Mining Pty Ltd (Afro Mining), which, via its subsidiary Continental Lithium Limited (Continental Lithium), has the rights to 109 mineral licences comprising the Chebogue Lithium Project (Project) in Nova Scotia, Canada. Continental Lithium can also earn a 100% interest under an option agreement relating to two contiguous licences also located in Nova Scotia, Canada, consisting of 80 claims each and referred to as the Briar Lake Lithium Property. Manhattan also continued to advance its Tibooburra Gold Project during the reporting period, through Reverse Circulation (RC) and diamond drilling. Drilling intersected significant high-grade mineralisation. CHEBOGUE LITHIUM PROJECT Nova Scotia (Canada) The Chebogue Lithium Project covers approximately 1,200 km2 in the emerging hard-rock lithium jurisdiction of Nova Scotia, Canada. The Project represents a significant opportunity for the Company to advance a lithium project that has the potential to host spodumene-bearing pegmatites. Historic exploration in the surrounding project area has mainly focused on gold, tin, base metals, and rarely on other critical metals. A regional review was carried out by the Nova Scotia Government in 2016 and identified several areas prospective for hosting lithium-bearing pegmatites. Location map of Chebogue Lithium Project Manhattan Corporation Limited 4 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) The first noted occurrence of spodumene-bearing pegmatite in the region was discovered in 1960 by the Geological Survey of Canada at Brazil Lake. The Brazil Lake Lithium Project is now privately owned by Canadian company, Champlain Mineral Ventures Ltd. MHC acquired mineral licences along strike from the Brazil Lake pegmatites both to the north-east and south-west of the discovery veins. The Company has been granted the rights to explore for LCT (lithium–caesium–tantalum) pegmatites and associated critical minerals in those areas. The recent exploration success by Champlain Mineral Ventures Ltd at its Brazil Lake Lithium Project is presented in a 2022 NI 43-101 compliant technical report and Mineral Resource Estimate for the Brazil Lake Pegmatite Deposit1. The report documents an Indicated mineral resource of 555,300 tonnes grading 1.30 % Li2O and an Inferred mineral resource of 381,000 tonnes grading 1.48% Li2O1. Staked Mineral Licences comprising the Chebogue Lithium Project Manhattan Corporation Limited 5 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) The Chebogue Project is surrounded by excellent existing infrastructure including all-weather roads, ports, airport, power grids and wind plants. The Harvest highway connects all project areas with heavy haulage and wide load capability, providing easy access for mobilisation of personnel and equipment. An international airport is located in Yarmouth which is in close proximately to the Chebogue Lithium Project areas and the provincial capital of Nova Scotia, the port city of Halifax is located approximately 3 hours’ drive from the project areas. Throughout the project area there are numerous high voltage transmission lines cutting across the area. During the era of the East Kemptville Tin Mine, a major transmission line was built to the mine site which is located 14 kilometres from MHC’s Chebogue Property. There are three available shipping ports in close proximately to the project including; The Shelbourne port, Digby port and Yarmouth port. The Yarmouth port is the first secure port of destination from the US Eastern Seaboard and one of the four ports of entry to Nova Scotia for international vessels. Manhattan commenced exploration at Chebogue immediately after the acquisition, with early exploration identifying a series of lithium bearing (spodumene) pegmatite boulder trains as announced to the ASX as follows: Spodumene Discovery - Chebogue Lithium Project (5 June 2023) On April 26th, geology and prospecting teams commenced field exploration and detailed prospecting at Chebogue, carrying out preliminary reconnaissance over parts of the “BP” and “TY” Targets located immediately to the north and south of the spodumene-bearing, Brazil Lake Lithium Project pegmatites. After completion of initial field exploration, MHC announced on 5 June 2023 the discovery of spodumene-bearing pegmatite boulders at Chebogue. This was later confirmed by analysis and reported to the ASX on 3 July 2023. Analysis returned significant Li2O in the initial samples with 13 of the samples returning > 1% Li2O, with a peak result of 2.24% Li2O (Sample 85083). Further to this, Manhattan announced the discovery of further spodumene bearing boulder train occurrences post the June 30th report date on 8 August 2023 and 11 September 2023, including the reporting of analysis of up to 3.4% Li2O. Note: 1. NI 43-101 Technical Report on the Mineral Resources Estimate for the Brazil Lake Project (Lithium- Bearing Pegmatite Deposit) Nova Scotia, Canada, prepared for Champlain Mineral Ventures Ltd, by Michael Cullen P.Geo., Matthew Harrington, P. Geo., and Lawrence Elgert, P.Eng, of Mercator Geological Services, dated 25 April 2022 and prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Project of the Canadian Securities Administrators reporting instrument codes. The quoted Mineral Resources Estimates are combined Pit Constrained (0.48% Li2O cut-off grade) and Underground Constrained (0.98% Li2O cut-off grade) resources. Manhattan Corporation Limited 6 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) TIBOOBURRA GOLD PROJECT New South Wales MHC Controls 100% of the Tibooburra Gold Project in the Far NW of New South Wales (NSW) through its fully owned subsidiary Awati Resources Pty Ltd (Awati). The Tibooburra Gold Project comprises a nearly contiguous land package of 15 granted exploration licences (~2,200 square kilometres) that are located approximately 200km north of Broken Hill (Figures 1-2). It stretches 160km south from the historic Tibooburra townsite and incorporates a large proportion of the Albert Goldfields (which produced in excess of 50,000 to 100,000 ounces of Au from auriferous quartz vein networks and alluvial deposits during its short working life), along the gold-anomalous (soil, rock and drilling geochemistry, gold workings) New Bendigo Fault, to where it merges with the Koonenberry Fault, and then strikes further south on towards the recently discovered Kayrunnera gold nugget field. The area is conveniently accessed via the Silver City Highway, which runs N-S through the project area. Location of the Tibooburra Gold Project Manhattan Corporation Limited 7 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) During the reporting period, MHC continued to advance its Tibooburra Project at the New Bendigo (including Main Zone) and Clone Prospects. New Bendigo DD Drilling – July 2022 MHC completed a Diamond Drilling programme at New Bendigo “Main Zone” in July 2022 with a total of four diamond holes (NBD0004-0007) and two diamond tails of previously drilled RC holes (NB0107 & NB0123) completed for 709.8 metres of core and 111.8m of rotary mud (RM) precollars. Drilling was focused on evaluating the high-grade mineralisation that is interpreted to be associated with plunging veins and or shoots that has returned significant results and formed part of the structural review. MHC reported the results on the 18 October 2022, including the following. ▪ 24m at 3.55 g/t Au from 82m (NBD0005), including ▪ 4m at 20.11 g/t Au from 96m, including ▪ 1m at 70.2 g/t Au from 96m ▪ ▪ ▪ 2m at 2.03 g/t Au from 145m (NB0123) 4m at 1.10 g/t Au from 104m (NBD0004) 4m at 1.44 g/t Au from 198m (NBD0004) Drilling at New Bendigo was conducted as part of an overall structural study to identify the controls on high-grade mineralisation, with the initial stage of the structural study identifying: ▪ ▪ That intersection lineations between the regional shear foliation (penetrative fabric) and cross-cutting structural features such as veins and discrete shears may exert a plunge control on gold mineralisation, potentially promoting the formation of high-grade shoots; and The lower grade material intersected within the dominant shear (New Bendigo Fault Zone), may be related to bleeding/remobilisation of the higher-grade mineralisation proximal (up and down) the predominant shear fabric from high-grade mineralisation that has been formed from the intersection lineations. New Bendigo RC Drilling – May 2023 MHC completed a further 9 RC holes (NB0128-136) for 1,568 metres at New Bendigo to test the initial structural model that was completed in late 2022 and to further define further high-grade mineralisation at New Bendigo. Drilling returned significant shallow high-grade mineralisation, including: ▪ 2m at 2.53 g/t Au from 56m (NB0129) ▪ ▪ ▪ ▪ ▪ ▪ 2m at 4.48 g/t from 17m and 2m at 9.78 g/t Au from 22m (NB0130) 7m at 4.76 g/t Au from 82m, including 3m at 8.96 g/t Au (NB0131) 21m at 1.23 g/t Au from 27m, including 3m at 2.37 & 4m at 2.7 g/t Au (NB0133) 17m at 1.05 g/t Au from 20m (NB0135) 13m at 2.57 g/t Au from 41m, including 3m at 8.71 g/t Au from 47m (NB0135) 4m at 5.97 g/t Au from 75m and 2m at 2.88 from 88m (NB0136) Manhattan Corporation Limited 8 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) Clone & New Bendigo RC Drilling – May & June 2023 During May and June 2023, MHC completed 10 holes (CL0001-10) for metres 1,230 metres of Reverse Circulation (RC) drilling at Clone. This Drilling resulted in a new shallow high-grade gold zone being discovered at the Clone Prospect, with drilling delivering high-grade mineralisation over a >250-metre strike extent. All drill holes intersected significant mineralisation, including: ▪ ▪ ▪ ▪ 31m at 1.29 g/t Au from 60m, including 3m at 6.52 g/t Au (CL0002) 6m at 4.22 g/t Au from 66m, including 2m at 11.65 g/t Au (CL0004) 7m at 7.23 g/t Au from 81m, including 3m at 16.1 g/t Au (CL0007) 9m at 6.03 g/t Au from 16m (CL0010) Clone is located approximately 7 km to the NNW of New Bendigo and comprises historical mining shafts down to an estimated 20-40 metres below surface that covers a similar extent of strike within its core area (~450 metres) to that found at New Bendigo’s “Main Zone”. “Clone” occurs within a similar geological setting (lithological and structural) to “Main Zone” and has reported historical rock chip sampling of quartz vein material of up to 25.6 g/t Au (Sample No. AGC000918 584,403E, 6,725,513N MGA94_Z54). Manhattan Corporation Limited 9 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) Tibooburra Project – Northern Target Areas (TMI RTP 1VD Grey Scale Aeromagnetic Image Background). Manhattan Corporation Limited 10 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) PONTON URANIUM PROJECT Western Australia MHC still maintains its Ponton Uranium Project in Western Australia (WA). No exploration or development was carried out on the Project during the reporting period. The Ponton Uranium Project is a potential future low-cost in-situ metal recovery (ISR) development opportunity located in Western Australia. The Project comprises key Exploration Licence E28/1898 and a further Exploration Licence Application (ELA 28/2454) The Project is located within the remote Queen Victoria Spring Nature Reserve (QVSNR), 200km east northeast of Kalgoorlie. The WA state Labor government’s policies of not to approve new uranium mines, or to allow mineral exploration in reserves, suggests there is little likelihood of progressing the exploration and development of the Ponton uranium project over the current four-year term of the present WA government. Manhattan will endeavour to maintain its Ponton Uranium Project with a view that the uranium price may improve in the future and the WA government will change or its policies on uranium approvals and exploration access to reserves will change. On 23 January 2017 Manhattan reported an upgraded JORC Code 2012 Inferred Resource for the Double 8 uranium deposit at Ponton in WA of 26 million tonnes (Mt), for 17.2 million pounds (Mlb) grading 300ppm uranium oxide (U3O8) at a 200ppm cutoff. The Inferred Resource estimate reported for Ponton project is: ▪ Double 8 uranium deposit of 17.2 Mlb U3O8 at 200ppm cutoff. Exploration Results at Ponton, reported on 7 February 2014, have also identified four wide spaced drilled Exploration Targets, namely: ▪ Stallion South of between 8 and 16Mlb U3O8; ▪ Highway South of between 8 and 16Mlb U3O8; and ▪ Ponton of between 15 and 30Mlb U3O8. For full details of reported Mineral Resource Estimates and Exploration Targets, Competent Person’s consent, material assumptions and technical parameters for the Ponton Project refer to Manhattan ASX announcements dated 23 January 2017 and 7 February 2014. Ponton Uranium Project Inferred Resource Manhattan Corporation Limited 11 2023 Annual Report to Shareholders CUTOFF GRADE eU3O8(ppm)TONNES (MILLION) GRADE eU3O8(ppm)TONNES U3O8(t)POUNDS (MILLION) U3O8(Mlb)10011017018,70042.01505124012,24026.0200263007,80017.2250143605,04011.0DOUBLE 8 INFERRED RESOURCE ESTIMATES DIRECTORS’ REPORT (Continued) There has been no change to the Mineral Resource Estimates from 30 June 2018 Annual Report up to the date of this report. Ponton Uranium Project Manhattan’s Ponton Project – Prospect Locations Manhattan Corporation Limited 12 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) TENEMENTS During the reporting period the last of the tenements covering the Tibooburra Gold Project with an expiry due in either 2021 or 2022 were extended beyond June 2026. The Ponton Project comprises key Exploration Licence E28/1898 and a further Exploration Licence Application (ELA 28/2454) (Figure 8). Details of the licences are tabled below: Table 1 – Tibooburra Gold Project Tenements I Table 2 – Ponton Uranium Project Tenements Manhattan Corporation Limited 13 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) Table 3 – Chebogue Lithium Project Claims Registered holder Continental Lithium Limited (100%). Manhattan Corporation Limited 14 2023 Annual Report to Shareholders TenementNumberGrant or Application DateExpiryDateArea(Sq.km)TenementNumberGrant or Application DateExpiryDateArea(Sq.km)5511717/06/202217/06/202413.05529223/09/202223/09/202413.05511817/06/202217/06/202413.05529323/09/202223/09/202413.05516511/08/202211/08/20247.85529423/09/202223/09/202413.05516611/08/202211/08/20246.25529523/09/202223/09/202413.05518417/08/202217/08/20241.05529626/09/202226/09/202413.05518517/08/202217/08/20242.45529726/09/202226/09/202413.05518617/08/202217/08/20243.45529810/11/202210/11/202413.0551957/09/20227/09/20242.65529926/09/202226/09/202413.0552047/09/20227/09/202413.05530026/09/202226/09/202413.0552057/09/20227/09/202413.05530126/09/202226/09/202413.0552067/09/20227/09/202413.05530227/09/202227/09/202413.0552077/09/20227/09/20242.65530327/09/202227/09/202413.0552087/09/20227/09/20245.25530427/09/202227/09/20241.9552097/09/20227/09/202410.45530527/09/202227/09/20249.6552117/09/20227/09/202412.35530627/09/202227/09/202413.0552127/09/20227/09/202412.05530727/09/202227/09/202413.0552137/09/20227/09/20247.85530827/09/202227/09/20241.3552147/09/20227/09/20245.25530927/09/202227/09/202413.0552157/09/20227/09/202412.55531027/09/202227/09/202413.0552167/09/20227/09/202410.05531227/09/202227/09/202413.0552177/09/20227/09/20249.45531327/09/202227/09/202413.0552187/09/20227/09/20240.35531427/09/202227/09/202413.0552197/09/20227/09/20249.95531528/09/202228/09/202413.0552207/09/20227/09/202413.05531628/09/202228/09/202413.0552217/09/20227/09/20244.25531728/09/202228/09/202413.0552227/09/20227/09/20241.05531828/09/202228/09/202413.0552237/09/20227/09/20240.35532128/09/202228/09/202413.0552247/09/20227/09/20242.95532228/09/202228/09/202413.0552257/09/20227/09/202411.05532328/09/202228/09/202413.0552267/09/20227/09/20245.25532428/09/202228/09/202413.0552277/09/20227/09/20247.85532528/09/202228/09/202413.0552287/09/20227/09/202412.65532628/09/202228/09/202413.0552297/09/20227/09/202413.05532828/09/202228/09/202413.0552307/09/20227/09/20247.85532928/09/202228/09/202413.0552319/09/20229/09/202413.05533028/09/202228/09/202413.0 DIRECTORS’ REPORT (Continued) Manhattan Corporation Limited 15 2023 Annual Report to Shareholders TenementNumberGrant or Application DateExpiryDateArea(Sq.km)TenementNumberGrant or Application DateExpiryDateArea(Sq.km)552329/09/20229/09/202413.05533128/09/202228/09/202413.0552367/09/20227/09/202413.05533228/09/202228/09/202413.0552379/09/20229/09/202413.05533328/09/202228/09/202413.0552389/09/20229/09/202413.05533428/09/202228/09/202413.0552399/09/20229/09/20240.55545530/11/202230/11/202413.0552409/09/20229/09/20243.25545630/11/202230/11/202413.0552419/09/20229/09/20241.55545730/11/202230/11/202413.0552449/09/20229/09/202413.05545830/11/202230/11/202413.05524513/09/202213/09/202413.05545930/11/202230/11/202413.05524613/09/202213/09/202413.05546030/11/202230/11/202413.05525013/09/202213/09/202413.05546130/11/202230/11/202413.05525113/09/202213/09/20247.85546230/11/202230/11/202413.05525213/09/202213/09/202413.05546330/11/202230/11/202413.05525313/09/202213/09/202413.05546430/11/202230/11/202413.05526616/09/202216/09/202412.65546530/11/202230/11/202413.05526716/09/202216/09/202413.05546630/11/202230/11/202413.05526816/09/202216/09/202413.05546730/11/202230/11/202413.05528923/09/202223/09/202413.05546830/11/202230/11/202413.05529023/09/202223/09/202413.05546930/11/202230/11/202413.05529123/09/202223/09/202413.05547030/11/202230/11/202413.0 DIRECTORS’ REPORT (Continued) JORC Code, 2012 Edition – Table 1 As required by ASX Listing Rule 5.7, the relevant information and Tables required for previously announced results under the JORC Code can be found in the stated announcements released by the Company. References Greenfield J and Reid W, 2006. Orogenic gold in the Tibooburra area of north-western NSW – a ~440Ma ore system with comparison to the Victoria Goldfields. ASEG Extended Abstracts, 2006:1, 1-8, DOI: 10.1071/ASEG2006ab059. Competent Persons Statement The information in this Report that relates to Exploration Results for the Tibooburra Project is based on information review by Mr Kell Nielsen who is the CEO of Manhattan Corporation Limited and is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Nielsen has sufficient experience which is relevant to this style of mineralisation and type of deposit under consideration and to the overseeing activities which he is undertaking to qualify as a Competent Person as defined in the 2004 and 2012 Editions of the “Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves’. Mr Nielsen consents to the inclusion in the report of the matters based on his reviewed information in the form and context in which it appears. Forward looking statements This announcement may contain certain “forward-looking statements” which may not have been based solely on historical facts, but rather may be based on the Company’s current expectations about future events and results. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward looking statements are subject to risks, uncertainties, assumptions and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward- looking statements. Such risks include, but are not limited to third party actions, metals price volatility, currency fluctuations and variances in exploration results, ore grade or other factors, as well as political and operational risks, and governmental regulation and judicial outcomes. For a more detailed discussion of such risks and other factors, see the Company’s Annual Reports, as well as the Company’s other releases. The Company does not undertake any obligation to release publicly any revisions to any “forward-looking statement” to reflect events or circumstances after the date of this announcement, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Manhattan Corporation Limited 16 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the Company during year to 30 June 2023 and up to the date of this report. SIGNIFICANT EVENTS AFTER THE BALANCE DATE No matters or circumstance have arisen since 30 June 2023 which significantly affected or could significantly affect the operations of the consolidated group in future financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Likely developments in the operations of the Company are set out in the above review of operations in this annual report. Any future prospects are dependent upon the results of future exploration and evaluation. ENVIRONMENTAL REGULATIONS AND PERFORMANCE The Group carries or carried out operations that are subject to environmental regulations under legislation in Australia. The Group has formal procedures in place to ensure regulations are adhered to. The Group is not aware of any breaches in relation to environmental matters. SHARE OPTIONS As at the date of this report, there were 240,000,000 unissued ordinary shares under options and 340,000,000 performance shares on issue. The details of the options at the date of this report are as follows: Number Exercise Price $ Expiry Date 100,000,000 120,000,000 20,000,000 240,000,000 0.01 30 March 2026 0.02 30 March 2026 0.04 30 March 2026 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. Manhattan Corporation Limited 17 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Company has made an agreement indemnifying all the Directors and officers of the Company against all losses or liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence. The Company paid insurance premiums in respect of Directors’ and Officers’ Liability Insurance contracts for current officers of the Company, including officers of the Company’s controlled entities. The liabilities insured are damages and legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group. The total amount of insurance premiums paid has not been disclosed due to confidentiality reasons. DIRECTORS’ MEETINGS During the period ended 30 June 2023, in addition to regular Board discussions, the number of meetings of directors held and the number of meetings attended by each director were as follows: Director Mr Marcello Cardaci Mr Kell Nielsen Mr John Seton Number of Meetings Eligible to Number of Attend Meetings Attended 4 4 4 4 4 4 PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Manhattan Corporation Limited support and have adhered to the principles of sound corporate governance. The Board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council and considers that Manhattan Corporation complies with those guidelines to the extent possible, which are of importance to the commercial operation of a junior listed resources company. In accordance with ASX Listing Rule 4.10.3 the Company has elected to publish its Corporate Governance Statement on the Company website at https://manhattcorp.com.au/corporate/corporate-governance/. AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors of Manhattan Corporation with an Independence Declaration in relation to the audit of the financial report for the year ended 30 June 2023. A copy of that declaration is included on page 24. Manhattan Corporation Limited 18 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) This report outlines the remuneration arrangements in place for Directors and Executives of Manhattan Corporation Limited in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this report, Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Group. The report contains the following sections: 1. 2. 3. 4. 5. 6. Key Management Personnel covered by this Remuneration Report; Remuneration Governance; Details of Remuneration; Share Based Remuneration; Additional disclosures relating to options and shares; and Service Agreements. 1. Key Management Personnel covered by this Remuneration Report The following were KMPs of the Group at any time during the years ended 30 June 2022 and 30 June 2023 and unless otherwise indicated, KMPs for the entire period: Non–Executive Directors Mr Marcello Cardaci Mr John Seton The late Mr Jens Balkau 2 Notes: 1. Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020. 2. The late Mr Balkau ceased as Director on 10 November 2021. Executive Director and other KMP Mr Kell Nielsen 1 There were no other changes to KMPs after the reporting date and before the date of the financial report. 2. Remuneration Governance The Board is responsible for determining and reviewing compensation arrangements for the Directors. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality board and executive team. Currently the Group does not link the nature and amount of the emoluments of such officers to the Group’s financial or operational performance. The expected outcome of this remuneration structure is to retain and motivate Directors. As part of its Corporate Governance Policies and Procedures, the Board has adopted a formal Remuneration Committee Charter. Due to the current size of the Group and number of Directors, the Board has elected not to create a separate Remuneration Committee but has instead decided to undertake the function of the Committee as a full Board under the guidance of the formal Charter. Manhattan Corporation Limited 19 2023 Annual Report to Shareholders are as follows: 30 June 2023 Director Mr. M Cardaci Mr. K Nielsen 1 Mr. J Seton Total 30 June 2022 Director Mr. M Cardaci Mr. K Nielsen 1 Mr. J Seton Mr. J Balkau 2 DIRECTORS’ REPORT (Continued) 3. Details of Remuneration Details of the nature and amount of each element of the emolument of each Director and Executive of the Group Short Term Options Base Salary $ Directors Fees $ Consulting Fees $ Post employment Superannuati on $ Share Based Payment $ Total $ Performance Related % - - - - - - - - 60,000 36,000 36,000 - 176,000 - 132,000 176,000 42,000 21,000 27,000 13,000 - 200,000 - - - - - - - - - - - - - - - - - - 60,000 212,000 36,000 308,000 42,000 221,000 27,000 13,000 303,000 - - - - - - - - - Total Notes: 1. Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020. 2. The late Mr Balkau ceased as Director on 10 November 2021. 200,000 103,000 - - - 4. Share Based Remuneration The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods are as follows: Grant date Grant number Expiry date Value per options at grant date Value of options at grant date Exercise price No. Vested No. Expired Director Mr. J Balkau 2 Other KMP Mr K Nielsen 1 6/04/2020 6,474,138 1/08/2023 $0.00 $12,948 $0.01 6,474,138 6/04/2020 10,000,000 28/04/2023 $0.00 $39,000 $0.01 10,000,000 Total Notes: 1. Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020. 2. The late Mr Balkau ceased as Director on 10 November 2021. The share-based payment included in the table relates to 16,474,138 4,000,000 20,474,138 the acquisition of Awati Resources Pty Ltd. Options over shares in Manhattan are granted to Directors, consultants and employees as consideration and are approved by a general meeting of shareholders. The options are designed to provide long term incentives for executives and non-executives to deliver long term shareholder returns. Participants are granted options which are granted for no issue consideration and the exercise prices will be such price as determined by the board, at its absolute discretion, on or before the date of issue. There were no alterations to the terms and conditions of options granted as remuneration since their grant date. Manhattan Corporation Limited 20 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) Options granted as part of remuneration have been valued using the Black-Scholes option pricing model, which takes account of factors such as the option exercise price, the current level and volatility of the underlying share price and the expected time to maturity of the option. Options granted under the plan carry no dividend or voting rights. During the year there were no options provided as remuneration to Directors or other Key Management Personnel of the Company. When exercisable, each option is convertible into one ordinary share of Manhattan. 5. Additional disclosures relating to options and shares Share holdings of Key Management Personnel The number of shares in the Company held during the period and up to the date of this report by each director and executive of Manhattan Corporation Limited, including their personally related parties, is set out below. There were no shares granted during the reporting period as compensation. 30-Jun-23 Director Mr. M Cardaci 1 Mr K Nielsen 2 Mr. J Seton Mr. J Balkau 3 Total 30-Jun-22 Director Mr. M Cardaci 1 Mr K Nielsen 2 Mr. J Seton Mr. J Balkau 3 Opening Balance Number Issued Share Purchases Share Sales or Other changes Closing Balance 3,567,241 2,250,000 1,575,785 - 7,393,026 3,567,241 2,250,000 1,575,785 25,896,554 - - - - - - - - - - - - - - - - - - - - - - - - - - (25,896,554) 3,567,241 2,250,000 1,575,785 - 7,393,026 3,567,241 2,250,000 1,575,785 - Total Notes: Includes shares held directly, indirectly and beneficially by Key Management Personnel. 1. Mr Cardaci’s shares are held by Polllara Pty Ltd ATF Pollara Trust and Mr Cardaci is associated with the Trustee of Pollara (25,896,554) 33,289,580 7,393,026 - - Pty Ltd, and therefore an indirect interest. 2. Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020. 3. The late Mr Balkau ceased as Director on 10 November 2021. Manhattan Corporation Limited 21 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) Option holdings of Key Management Personnel The numbers of options over ordinary shares in the Company held during the period by each director of Manhattan Corporation Limited and specified executive of the group, including their personally related parties, are set out below: 30 June 2023 Director Mr. M Cardaci Mr. K Nielsen 1 Mr. J Seton Mr. J Balkau 2 Total 30 June 2022 Director Mr. M Cardaci Mr. K Nielsen 1 Mr. J Seton Mr. J Balkau 2 Opening Balance Number Issued Number Exercised Expired or other changes Closing Balance Exercisable Non- exercisable Vested options - 10,000,000 - - 10,000,000 - 10,000,000 - 6,474,138 - - - - - - - - - - - - (10,000,000) - - - - - (10,000,000) - - - - - - - (6,474,138) - - - - - - - - - - - - 10,000,000 10,000,000 - - - - - - - - - - - - - - 16,474,138 Total Notes: Includes shares held directly, indirectly and beneficially by Key Management Personnel. 1. Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020. 2. The late Mr Balkau ceased as Director on 10 November 2021. - - (6,474,138) 10,000,000 10,000,000 All equity transactions with key management personnel other than arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arm’s length. Performance Shares of Key Management Personnel The late Mr J Balkau, prior to his cessation as Director on 10 November 2021 held 38,844,831 Performance Shares as part of the acquisition of Awati Resources Pty Ltd on 6 April 2020. The performance shares entitled the holder to one ordinary share on the announcement of a JORC 2012 compliant resources of at least 500,000 ounces of gold, with a minimum cut-off grade of 0.5 g/t gold and expire on the 6 April 2025. 6. Service Agreements Non-Executive Directors The Non-Executive Directors on appointment, enter into a service agreement with the Company in the form of a letter appointment and are paid an annual fee on a monthly basis. The letter summarises the Board policies and terms, including compensation, relevant to the office of Non-Executive Director. The Non-Executive Directors are also entitled to fees for other amounts as the board determines where they perform special duties or otherwise performs extra services or make special exertions on behalf of the Company. These fees are included as short-term consulting fees as outlined in the tables included in the Remuneration Report. Manhattan Corporation Limited 22 2023 Annual Report to Shareholders DIRECTORS’ REPORT (Continued) In determining whether a Non-Executive Director should perform any additional services on behalf of the Company, the board takes into consideration factors such as the cash flow impact of employing an independent contractor, the relevant experience and technical expertise required in performing any services and relevant additional credentials required to perform a particular task. The aggregate fee remuneration for Non-Executive Directors has been set at an amount not to exceed $200,000 per annum. This amount may only be increased with the approval of Shareholders at a general meeting. Other transactions with Key Management Personnel and their related parties Jura Trust Limited (a Company of which Mr Seton is a director), as trustee of the Jura Trust, charged the Group director’s fees for the twelve months totalling $27,000 (2022: $24,000). This amount is included in the fees in the remuneration table within this remuneration report. Nil (2022: $Nil) was outstanding at period end. These transactions have been entered into on normal commercial terms. End of Remuneration Report (Audited) Signed on behalf of the board in accordance with a resolution of the Directors. Marcello Cardaci Non-Executive Chairman 29 September 2023 Manhattan Corporation Limited 23 2023 Annual Report to Shareholders AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 As lead auditor of the audit of Manhattan Corporation Limited for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been:   no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Manhattan Corporation Limited and the entities it controlled during the year. Rothsay Audit & Assurance Pty Ltd Daniel Dalla Director 29 September 2023 24 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Revenue from continuing operations Interest income Expenses Public company costs Consulting and directors’ fees Legal fees Impairment of exploration expenditure Administrative expenses Gain on disposal of assets Share based payments expense Depreciation Loss before income tax Consolidated Notes 30 June 2023 30 June 2022 $ $ 26,349 26,349 561 561 (121,136) (344,028) (80,683) (52,380) (169,629) 33,586 (22,113) (25,480) (755,514) (64,608) (317,682) (2,803) (39,141) (77,043) - - (35,308) (536,024) Income tax expense 8 - - Net loss for the period (755,514) (536,024) Foreign currency translation adjustments Other comprehensive income for the period (568) (568) - - Total comprehensive loss for the period (756,082) (536,024) Loss per share attributable to owners of Manhattan Corporation Limited Basic and diluted loss per share (cents per share) 7 0.04 0.04 Manhattan Corporation Limited 25 2023 Annual Report to Shareholders CONSOLIDATED STATEMENT OF FINANCIAL POSITION CURRENT ASSETS Cash and cash equivalents Trade and other receivables Consolidated Notes 30 June 2023 30 June 2022 $ $ 10 11 4,344,045 2,175,354 79,938 95,635 TOTAL CURRENT ASSETS 5(b) 4,423,983 2,270,989 NON-CURRENT ASSETS Security deposits Property, plant and equipment Exploration and evaluation expenditure 11 12 13 198,410 96,531 198,410 112,402 9,306,179 5,234,880 TOTAL NON-CURRENT ASSETS 9,601,120 5,545,692 TOTAL ASSETS 14,025,103 7,816,681 CURRENT LIABILITIES Trade and other payables 14 107,313 308,684 TOTAL CURRENT LIABILITIES 107,313 308,684 TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY 107,313 308,684 13,917,790 7,507,997 15 16 35,180,911 5,562,657 28,465,911 5,112,350 (26,825,778) (26,070,264) 13,917,790 7,507,997 Manhattan Corporation Limited 26 2023 Annual Report to Shareholders CONSOLIDATED STATEMENT OF CASH FLOWS CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Consolidated Notes 30 June 2023 30 June 2022 $ $ (699,393) 26,349 (425,957) 561 NET CASH USED IN OPERATING ACTIVITIES 10 (673,044) (425,396) CASH FLOWS FROM INVESTING ACTIVITIES Payments for fixed asset Receipts for sale of assets Expenditure on exploration (38,531) 29,575 (8,636) - (1,371,858) (1,611,294) NET CASH USED IN INVESTING ACTIVITIES (1,380,814) (1,619,930) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of securities Share issue costs NET CASH FROM FINANCING ACTIVITIES Net (decrease) / increase in cash held Exchange rate movements Cash and cash equivalents at beginning of period 4,552,000 (335,000) 4,217,000 - - - 2,163,142 (2,045,326) 5,549 - 2,175,354 4,220,680 CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 10 4,344,045 2,175,354 Manhattan Corporation Limited 27 2023 Annual Report to Shareholders CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Foreign currency Share- based Notes Issued capital $ Accumulate translation payment d losses reserve reserves Total $ $ $ At 1 July 2021 Loss for the period Other comprehensive loss Total comprehensive loss 28,465,911 (25,534,240) - - - (536,024) - (536,024) Transactions with owners in their capacity as owners At 1 July 2022 15 & 16 28,465,911 (26,070,264) Loss for the period Other comprehensive loss Total comprehensive loss - - - (755,514) - (755,514) - - - - - - (568) (568) 5,112,350 8,044,021 - - - (536,024) - (536,024) 5,112,350 7,507,997 - - - (755,514) (568) (756,082) Transactions with owners in their capacity as owners Issue of share capital Issue of options Share issue costs At 30 June 2023 7,050,000 - (335,000) - - - - - - - 7,050,000 450,875 450,875 - (335,000) 15 & 16 35,180,911 (26,825,778) (568) 5,563,225 13,917,790 Manhattan Corporation Limited 28 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2023 1. CORPORATE INFORMATION The financial report of Manhattan Corporation Limited (“Manhattan Corporation” or “the Company”) and its controlled entities (“the Group”) for the year ended 30 June 2023 was authorised for issue in accordance with a resolution of the Directors on 29 September 2023. Manhattan Corporation Limited is a for profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and the principal activities of the Group are described in the Directors’ Report. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the Financial Report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The Financial Statements are for the consolidated entity consisting of Manhattan Corporation Limited and its subsidiaries. The Financial Statements are presented in the Australian currency. Manhattan Corporation Limited is a company limited by shares, domiciled and incorporated in Australia. The financial statements were authorised for issue by the Directors on 29 September 2023. The Directors have the power to amend and reissue the financial statements. (a) Basis of Preparation This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001. Compliance with IFRS The Financial Statements of Manhattan Corporation Limited also complies with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Historical Cost Convention These Financial Statements have been prepared under the historical cost convention. Critical Accounting Estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 3. Manhattan Corporation Limited 29 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) Going Concern The Company incurred a loss for the year of $755,514 (2022: $536,024) and a net cash outflow from operating activities of $673,044 (2022: $425,396). At 30 June 2023 the Group had cash assets of $4,344,045 (2022: $2,175,354) and working capital of $4,515,080 (2022: $2,160,715) which includes non-current security deposits. The Directors closely monitor the cash position and note operating costs are less than 25% of the cash balance and that they have the ability to manage discretionary expenditure and commitments as required. The Directors also note their ability in the past to raise capital and that they have support from their investor base if further capital is required and consider it appropriate that the financial report be prepared on a going concern basis. (b) Basis of Consolidation The consolidated Financial Statements incorporate the assets and liabilities of the Company’s wholly owned subsidiaries Manhattan Resources Pty Ltd, Awati Resources Pty Ltd and Afro Mining Pty Ltd as at 30 June 2023 and the results of the subsidiaries for the year then ended. Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, so as to obtain benefits from its activities, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Financial Statements of the subsidiaries are prepared for the same reporting period as the Parent Entity, using consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses and profits and losses between Group companies, are eliminated. Investments in subsidiaries are accounted for at cost in the Statement of Financial Position of the Company. (c) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the full Board of Directors. Manhattan Corporation Limited 30 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) (d) Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. (e) Income Tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting, nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the year ending 30 June and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. (f) Impairment of Assets For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or company of assets (cash generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Manhattan Corporation Limited 31 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) (g) Acquisition of Assets Assets including exploration interests acquired are initially recorded at their cost of acquisition on the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. When equity instruments are issued as consideration, their market price at the acquisition date is used as fair value, except where the notional price at which they could be placed in the market is a better indication of fair value. Depreciation Depreciable non-current assets are depreciated over their expected economic life using either the straight line or the diminishing value method. Profits and losses on disposal of non-current assets are taken into account in determining the operating loss for the year. The depreciation rate used for each class of assets is as follows: • Motor Vehicles 25% (h) Cash and Cash Equivalents For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. (i) Exploration and Evaluation Expenditure Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. (j) Trade and Other Payables These amounts represent liabilities for goods and services provided to the Group prior to the end of Financial Year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Manhattan Corporation Limited 32 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) (k) Contributed Equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. (l) Investments and Other Financial Assets Financial assets are classified as either financial assets at fair value through profit or loss, or at amortised cost, as appropriate. When financial assets are recognised initially they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year end. Financial Assets at Fair Value Through Profit or Loss A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. The policy of management is to designate a financial asset at fair value through profit or loss if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within twelve months of the year ending 30 June. Amortised Cost Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than twelve months after the year ending 30 June which are classified as non-current assets. Loans and receivables are included in receivables in the year ending 30 June. (m) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the year ending 30 June. Manhattan Corporation Limited 33 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (n) Employee Benefit Provisions Share-Based Payments The Group provides benefits to employees (including Directors) in the form of share-based payment transactions, whereby employees render services in exchange for shares or options over shares ("equity settled transactions"). The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity (share option reserve). The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. Fair value is determined by using a Black and Scholes option pricing model. In determining fair value, no account is taken of any performance conditions other than those related to the share price of Manhattan ("Market Conditions"). (o) Earnings Per Share Basic Earnings Per Share Basic earnings per share is calculated by dividing profit/(loss) attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the Financial Year, adjusted for bonus elements in ordinary shares issued during the year. Diluted Earnings Per Share Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversions of all dilutive potential ordinary shares. (p) New Accounting Standards and Interpretations Standards and Interpretations applicable to 30 June 2023 In the year ended 30 June 2023, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Company and effective for the current annual reporting period. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and, therefore, no material change is necessary to Group accounting policies. Standards and Interpretations in issue not yet adopted The Directors have also reviewed all Standards and Interpretations in issue not yet adopted for the year ended 30 June 2023. As a result of this review the Directors have determined that there is no material impact of the Standards and Interpretations on issue not yet adopted on the Company and, therefore, no change is necessary to Group accounting policies. Manhattan Corporation Limited 34 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. Key Estimates: Impairment of Exploration and Exploration Expenditure The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined by Value in use calculations performed in assessing recoverable amounts and incorporate a number of key estimates. The Group has made an impairment charge for the year which has been recognised in the profit or loss. Share-Based Payment Transactions The Group measures the cost of equity settled share-based payments at fair value at the grant date using the Black and Scholes model taking into account the exercise price, the term of the option, the impact of dilution, the share price at the grant date, the expected volatility of the underlying share, the expected dividend yield and risk-free interest rate for the term of the option. 4. SEGMENT INFORMATION The Group operates in one segment, being mineral resource exploration and assessment of mineral projects. Manhattan Corporation Limited 35 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 5. FINANCIAL RISK MANAGEMENT The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group does not use derivative financial instruments, however the Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and other price risks and aging analysis for credit risk. Risk management is carried out by the Board of Directors with assistance from suitably qualified external and internal advisors. The Board provides written principles for overall risk management and further policies will evolve commensurate with the evolution and growth of the Group. (a) Market Risk (i) Foreign Exchange Risk The Group undertakes certain transactions denominated in Canadian Dollars, hence exposures to exchange rate fluctuations arise. The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows: Assets – Canadian Dollars Liabilities – Canadian Dollars (ii) Price Risk 30 June 2023 30 June 2022 $ 844,962 20,420 $ - - The Group does not currently hold any equity investments so it is not exposed to equity securities price risk. The Group is not exposed to commodity price risk as the Group is still carrying out exploration. (iii) Cash Flow and Fair Value Interest Rate Risk The Group’s only interest rate risk arises from cash and cash equivalents. Term deposits and current accounts held with variable interest rates expose the Group to cash flow interest rate risk. The Group does not consider this to be material to the Group and have therefore not undertaken any further analysis of risk exposure. (b) Credit Risk Credit risk is managed by the Board for the Group. Credit risk arises from cash and cash equivalents as well as credit exposure including outstanding receivables and committed transactions. All cash balances held at banks are held at internationally recognised institutions, with minimum independently rated rates of ‘A’. The majority of receivables are immaterial to the Group. Given this the credit quality of financial assets that are neither past due or impaired can be assessed by reference to historical information about default rates. Manhattan Corporation Limited 36 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) The maximum exposure to credit risk is the carrying amount of the financial assets of cash and trade and other receivables to the value of $4,622,393 (2022: $2,469,399). The following financial assets of the Group are neither past due or impaired: Cash and cash equivalents Trade, other receivables and security deposits (c) Liquidity Risk 30 June 2023 30 June 2022 $ 4,344,045 278,348 4,622,393 $ 2,175,354 294,045 2,469,399 Prudent liquidity risk management implies maintaining sufficient cash to meet liabilities. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. As at reporting date the Group had sufficient cash reserves to meet its requirements. The Group therefore had no credit standby facilities or arrangements for further funding in place. The financial liabilities of the Group at reporting date were trade and other payables incurred in the normal course of the business of $107,713 (2022: $308,684). These were non-interest bearing and were due within the normal 30 to 60 days terms of creditor payments. The Group had no borrowings during the year and has therefore not undertaken any further analysis of risk exposure. (d) Fair Value Estimation The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes. The carrying value less any required impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. 6. INVESTMENT IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2(b). Equity Holding as Equity Holding as Country of at at Name of Entity Incorporation 30 June 2023 30 June 2022 Manhattan Resources Pty Ltd Awati Resources Pty Ltd (“Awati”) Afro Mining Pty Ltd (“Afro”) Australia Australia Canada 100% 100% 100% 100% 100% 0% Manhattan Corporation Limited 37 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 7. LOSS PER SHARE 30 June 2023 30 June 2022 Loss used in calculating basic and dilutive EPS (755,514) (536,024) Weighted average number of ordinary shares used in calculating basic loss per share: 1,925,407,664 1,526,278,693 Number of Shares There is no impact from 214,000,001 options and 300,000,000 performance shares outstanding at 30 June 2023 (2022: 214,000,001 options and 300,000,000 performance shares) on the loss per share calculation because they are anti-dilutive. These options could potentially dilute basic EPS in the future. 8. INCOME TAX EXPENSE (a) Income tax expense Major component of tax expense for the period: Current tax Deferred tax Income tax as reported in the statement of comprehensive income Consolidated 30 June 2023 30 June 2022 $ $ - - - - - - (b) Numerical reconciliation between aggregate tax expense recognised in the statement of comprehensive income and tax expense calculated per the statutory income tax rate. A reconciliation between tax expense and the product of accounting loss before income tax multiplied by the Group’s applicable tax rate is as follows: Loss from continuing operations before income tax expense Tax at the group rate of 25% (2022: 25%) (755,514) (188,879) (536,024) (134,006) Increase in income tax due to: - Non-deductible expenses - Changes in unrecognised temporary differences - Unused tax losses not recognised Income tax attributable to operating loss 15,566 (266,404) 439,717 - - (488,773) 622,779 - Manhattan Corporation Limited 38 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) Consolidated 30 June 2023 30 June 2022 $ $ (c) Unrecognised deferred tax balances at 25% (2022: 25%) The following deferred tax balances have not been recognised: Deferred tax assets Carry forward revenue and capital losses 6,577,802 6,139,585 Accruals Unrealised foreign exchange loss Capital raising costs Deferred tax liabilities Exploration expenditure 7,900 4,090 107,383 6,697,175 5,500 - 67,464 6,212,549 1,360,651 1,360,651 1,133,087 1,133,087 The benefit for tax losses will only be obtained if: (i) the Group derives future assessable income in Australia of a nature and of an amount sufficient to enable the benefit from the deductions for the expenditure to be realised; and the Group continues to comply with the conditions for deductibility imposed by tax legislation in Australia; and (ii) (iii) no changes in tax legislation adversely affect the Group in realising the benefit from the deductions for the expenditure. (d) Tax Consolidation Manhattan Corporation and its wholly owned Australian subsidiaries are part of an income tax consolidated group and have entered into tax sharing and tax funding agreements. Under the terms of these agreements, the subsidiaries will reimburse Manhattan Corporation for any current income tax payable by Manhattan Corporation arising in respect of their activities. The reimbursements are payable at the same time as the associated income tax liability falls due and will therefore be recognised as a current tax-related receivable by Manhattan Corporation when they arise. In the opinion of the Directors, the tax sharing agreement is also a valid agreement under the tax consolidation legislation and limits the joint and several liability of the subsidiaries in the event of a default by Manhattan Corporation. 9. DIVIDENDS PAID OR PROPOSED There were no dividends paid or proposed during the year. Manhattan Corporation Limited 39 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 10. CASH AND CASH EQUIVALENTS Reconciliation of Cash and Cash Equivalents Cash comprises of: Cash at bank Consolidated 30 June 2023 30 June 2022 $ $ 4,344,045 2,175,354 Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. Reconciliation of operating loss after tax to the cash flows from operations Loss from ordinary activities after tax (755,514) (536,024) Consolidated 30 June 2023 30 June 2022 $ $ Non-cash items Depreciation Share-based payments Foreign currency adjustments Exploration expenditure written off Allocation trade and other receivables to exploration Allocation trade and other payables to exploration Change in assets and liabilities Decrease / (increase) in trade and other receivables (Decrease) / increase in trade and other payables Net cash outflow used in operating activities 25,480 22,113 (12,766) 52,380 (15,600) 196,536 15,697 (201,370) (673,044) 35,308 - - 39,141 22,762 (189,327) (25,465) 228,209 (425,396) Cash at bank and in hand earns interest at floating interest rates based on the daily bank rates. Manhattan Corporation Limited 40 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 11. TRADE AND OTHER RECEIVABLES (CURRENT / NON-CURRENT) Current GST receivable Other Non-current Security deposits Consolidated 30 June 2023 30 June 2022 $ $ 44,408 35,530 79,938 90,435 5,200 95,635 198,410 198,410 Security deposits are provided for tenements as surety of potential rehabilitation works and have been re- classified as a non-current asset. Other debtors and goods and services tax are non-interest bearing and generally receivable on 30-day terms. They are neither past due nor impaired. The amount is fully collectible. (a) Fair Values and Credit Risk Due to the short-term nature of these receivables the carrying values represent their respective fair values at 30 June 2023. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. Refer to Note 5 for more information on the risk management policy of the Group and the credit quality of the entity’s receivables. (b) Other Receivables These amounts generally arise from transactions outside the usual operating activities of the Group. Collateral is not normally obtained. Manhattan Corporation Limited 41 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 12. PROPERTY, PLANT AND EQUIPMENT Motor vehicles Cost Accumulated depreciation Net book amount 2023 $ 2022 $ 152,786 173,664 (56,255) (61,262) 96,531 112,402 Motor vehicles reconciliation of carrying amount Carrying amount at beginning of the year 112,402 139,074 Additions Disposals Depreciation Foreign currency differences 39,213 (29,575) (25,480) (29) 8,636 - (35,308) - Carrying amount at the end of the year 96,531 112,402 13. EXPLORATION AND EVALUATION EXPENDITURE At beginning of the period Exploration expenditure during the period Impairment loss Total exploration and evaluation Consolidated 30 June 2023 30 June 2022 $ 5,234,880 4,123,679 (52,380) $ 3,496,162 1,777,859 (39,141) 9,306,179 5,234,880 The ultimate recoupment of costs carried forward for exploration expenditure is dependent on the successful development and commercial exploitation or sale of the respective mining areas. The impairment loss relates to the withdrawal from tenements held in Australia that the Group has made a decision not to continue exploration and wrote down the carrying value to nil. 14. TRADE AND OTHER PAYABLES (CURRENT) Trade creditors Accruals Other creditors Consolidated 30 June 2023 30 June 2022 $ 44,404 55,920 6,989 107,313 $ 261,017 47,667 - 308,684 Trade payables and other creditors are non-interest bearing and will be settled on 30 to 60-day terms. Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value. Manhattan Corporation Limited 42 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 15. ISSUED CAPITAL (a) Issued capital Ordinary shares fully paid Consolidated 30 June 2023 30 June 2022 $ $ 35,180,911 28,465,911 30 June 2023 30 June 2022 Number of shares $ Number of shares $ (b) Movement in shares on issue At beginning of the period 1,526,278,693 28,465,911 1,526,278,693 28,465,911 Issue for cash 910,000,000 4,550,000 Share based payment 500,000,000 2,500,000 less fundraising costs - (335,000) - - - - At 30 June 2,936,278,693 35,180,911 1,526,278,693 28,465,911 (c) Ordinary shares The Group does not have authorised capital nor par value in respect of its issued capital. Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Group, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Group. (d) Capital risk management The Group’s capital comprises share capital, reserves less accumulated losses amounting to $13,491,028 at 30 June 2023 (2022: $7,507,997). The Group manages its capital to ensure its ability to continue as a going concern and to optimise returns to its shareholders. The Group was ungeared at year end and not subject to any externally imposed capital requirements. Refer to note 5 for further information on the Group’s financial risk management policies. Manhattan Corporation Limited 43 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) (e) Share options At 30 June 2023, there were 640,000,000 unissued ordinary shares under options (30 June 2022: 514,000,001 options). The details of the options and performance shares are as follows: Description Listed Options Number Exercise Price $ Expiry Date 100,000,001 0.01 1 August 2023 Awati Resources Pty Ltd Acquisition Listed Options Performance shares Afro Mining Pty Ltd Acquisition Tranche 1 Consideration Options Tranche 2 Consideration Options Tranche 1 Director Options Tranche 2 Director Options Director Performance rights Total 100,000,000 300,000,000 100,000,000 100,000,000 20,000,000 20,000,000 40,000,000 780,000,001 0.01 1 August 2023 Nil 6 April 2025 0.01 0.02 0.02 0.04 Nil 30 March 2026 30 March 2026 30 March 2026 30 March 2026 6 April 2025 No option holder has any right under the options to participate in any other share issue of the Group or any other entity. No options or performance shares were issued during the year. Information relating to the Manhattan Corporation Employee Share Option Plan, including details of options issued under the plan, is set out in note 21(a). 16. RESERVES Foreign currency translation reserve Consolidated 30 June 2023 30 June 2022 $ $ (568) - Share-based payment reserve 5,563,225 5,112,350 Movements in Reserves Share-based payment reserve At beginning of the period Issue of options At end of period 5,112,350 450,875 5,563,225 5,112,350 - 5,112,350 The share-based payment reserve is used to record the value of equity benefits provided to directors, executives and employees as part of their remuneration and non-employees for their services. Refer to note 21 for further details of the options issued during the period. Manhattan Corporation Limited 44 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 17. RELATED PARTY TRANSACTIONS (a) Details of key management personnel The following persons were Directors of Manhattan during the Financial Year: Name Position Marcello Cardaci Non-Executive Chairman Kell Nielsen John Seton Chief Executive Officer Non-Executive Director (b) Remuneration of Key Management Personnel Short term employee benefits Total remuneration (c) Loans to Key Management Personnel Consolidated 30 June 2023 30 June 2022 $ 308,000 308,000 $ 303,000 303,000 There were no loans made or outstanding to Directors of Manhattan and Key Management Personnel of the Company, including their personally related parties. (d) Other Transactions with Key Management Personnel (i) Marcello Cardaci Marcello Cardaci is a partner in the firm of Gilbert + Tobin Lawyers. Gilbert + Tobin Lawyers has provided legal services of $59,154 (2022: $2,256) to Manhattan during the year on normal commercial terms. 18. NON-CASH INVESTING AND FINANCING ACTIVITIES During the year ended 30 June 2023 Manhattan acquired Afro Mining Pty Ltd. The acquisition consideration comprises 500 million shares in MHC at an agreed value of $2,500,000. In connection with the Acquisition, the Company granted R-TEK Group Pty Ltd, one of the vendors under the Acquisition, 100 million options in MHC with an exercise price of 1 cent per option and a further 100 million options with an exercise price of 2 cents per option with a total valuation of $426,762. 19. SUBSEQUENT EVENTS AFTER END OF FINANCIAL YEAR No matters or circumstance have arisen since 30 June 2023 which significantly affected or could significantly affect the operations of the consolidated group in future financial years. Manhattan Corporation Limited 45 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 20. AUDITOR’S REMUNERATION Consolidated 30 June 2023 30 June 2022 $ $ The auditor of Manhattan Corporation Limited is Rothsay Audit & Assurance Pty Ltd Amounts received or due and receivable by Rothsay Audit & Assurance Pty Ltd for: - an audit or review of the financial report of the entity and any other entity in the Consolidated group - other services 35,000 - 35,000 31,000 - 31,000 21. SHARE BASED PAYMENTS (a) Options All options granted are for ordinary shares in Manhattan Corporation Limited, which confer a right of one ordinary share for every option held. Grant Date Expiry Date Exercise price Value per security Listed options 1 6 April 2020 1 August 2023 $0.01 $0.0020 Incentive unlisted options 2 28 April 2020 28 April 2023 $0.01 $0.0039 Balance 30 June 2022 200,000,001 14,000,000 Granted Expired Vested - - - Balance 30 June 2023 200,000,001 Notes: - 14,000,000 - - 1. Listed options issue formed consideration for the acquisition of Awati Resources Pty Ltd 2. Incentive options were valued using a Black-Scholes option pricing model with the key inputs of the share price at grant date $0.007, risk-free rate 0.26% and volatility of 103.13%. Manhattan Corporation Limited 46 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) (b) Acquisition of Exploration Asset – Afro Mining Pty Ltd On 5 February 2023 Manhattan entered into a binding agreement to acquire 100% of the shares in Afro Mining Pty Ltd with the following consideration. - Consideration Shares – 500 million shares in MHC at an agreed value of $2,500,000, with 25% of those shares subject to a 6-month voluntary escrow period, and a further 50% subject to a 12- month voluntary escrow period. - In connection with the Acquisition, the Company has agreed to grant R-TEK Group Pty Ltd, one of the vendors under the Acquisition, 100 million options in MHC with an exercise price of 1 cent per option and a further 100 million options with an exercise price of 2 cents per option. - Unlisted Director Options – 20,000,000 unlisted options with an exercise price of 1 cent per option and a further 20,000,000 options with an exercise price of 2 cents per option. - Unlisted Performance Rights – 40,000,000 unlisted performance rights with the following vesting conditions. (i) 20,000,000 Performance Rights will each vest and automatically convert into one Share upon the Company announcing on the ASX Markets Announcement Platform a JORC Code 2012 compliant inferred mineral resource with a minimum tonnage of 5mt of at least 1% Li2O (or equivalent) at the Project, as verified by an independent competent person under the JORC Code 2012 (Vesting Condition A); and (ii) 20,000,000 Performance Rights will each vest and automatically convert into one Share upon the Company announcing on the ASX Markets Announcement Platform a JORC Code 2012 compliant inferred mineral resource with a minimum tonnage of 10mt of at least 1% Li2O (or equivalent) at the Project, as verified by an independent competent person under the JORC Code 2012 (Vesting Condition B) Tranche 2 Tranche 1 Consideration Consideration Options 1 Options & Tranche 1 Director Options 1 & 2 Tranche 2 Director Options 2 17 March 2023 17 March 2023 17 March 2023 31 March 2026 31 March 2026 31 March 2026 $0.01 $0.0025 - $0.02 $0.0018 - $0.04 $0.0012 - 100,000,000 120,000,000 20,000,000 - - - - - - Grant Date Expiry Date Exercise price Value per security Balance 30 June 2022 Granted Expired Vested Balance 30 June 2023 100,000,000 120,000,000 20,000,000 Notes: 1. Unlisted Options issued for consideration of $0.00001 per Option formed consideration for the acquisition of Afro. Two tranches of 100,000,000 options. 2. Unlisted Director Options, formed consideration for the acquisition of Afro. Two tranches of 20,000,000. Manhattan Corporation Limited 47 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) (c) Acquisition of Exploration Asset – Awati Resources Pty Ltd On 6 April 2020 the acquisition of Awati Resources Pty Ltd was completed with the following consideration. - Consideration Shares – 200,000,000 fully paid ordinary share at a deemed issue price of $0.005 which a subject to a voluntary escrow period of 12 months. - Consideration Listed Options – 50,000,000 listed options with an exercise price of $0.01 expiring on 1 August 2023. The deemed issue price is $0.002. - Advisor Listed Options – 50,000,000 listed options with an exercise price of $0.01 expiring on 1 August 2023. The deemed issue price is $0.002. - Performance Shares – 300,000,000 performance shares, each entitling the holder to one ordinary share on the announcement of a JORC 2012 compliant resources of at least 500,000 ounces of gold, with a minimum cut-off grade of 0.5 g/T gold. Grant Date Expiry Date Share price on grant date Exercise Price Volatility Risk-free rate Value of performance share Performance Shares 6 April 2020 6 April 2025 $0.005 Nil 103.13% 0.41% $0.005 The acquisition of Awati Resources Pty Ltd is not considered to be a business combination under AASB 3 Business Combinations. No value has been attributed to Performance Shares as the value is not recognised until such a time as the Performance Shares vest upon conditions being met. Manhattan Corporation Limited 48 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 22. PARENT ENTITY INFORMATION The following information related to the parent entity, Manhattan Corporation Limited, at 30 June 2023. The information presented here has been prepared using consistent accounting policies as presented in Note 2. In 2009 Manhattan acquired a 100% interest in Manhattan Resources Pty Ltd and this subsidiary has been consolidated since the acquisition on 21 July 2009 and Awati Resources Pty Ltd from 6 April 2020. Current assets Non-current assets Total Assets Current liabilities Non-current liabilities Total Liabilities Net Assets Issued capital Share based payment reserve Accumulated losses 30 June 2023 30 June 2022 $ 3,943,108 9,736,545 13,679,653 53,356 (55,473) (2,117) $ 1,886,440 7,289,068 9,175,508 72,687 1,461,655 1,534,342 13,681,770 7,641,166 35,180,911 5,114,350 28,465,911 5,112,350 (26,613,491) (25,937,095) Total Equity 13,681,770 7,641,166 Loss for the period Other comprehensive income for the period Total comprehensive loss for the period 23. COMMITMENTS (a) Exploration Expenditure Annual tenement rental obligations Annual exploration expenditure commitments (b) Capital or Leasing Commitments 30 June 2023 30 June 2022 $ $ (676,396) (493,596) - - (676,396) (493,596) 30 June 2023 30 June 2022 $ 71,852 326,334 398,186 $ 70,074 633,500 703,574 There is a commercial property lease commitment in Canada for $19,968 which has 11 months remaining on the lease along with a monthly property rental lease in Australia for $2,171 per month as at 30 June 2023. Manhattan Corporation Limited 49 2023 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS (Continued) 24. CONTINGENT LIABILITIES AND CONTINGENT ASSETS The Directors are of the opinion that there are no contingent liabilities or contingent assets as at 30 June 2023. 25. INTERESTS IN JOINT VENTURES Manhattan currently has no Joint Venture interests. Manhattan Corporation Limited 50 2023 Annual Report to Shareholders DIRECTORS’ DECLARATION In the opinion of the Directors of Manhattan Corporation Limited (“Manhattan”): (a) The Financial Statements comprising the Consolidated Statements of Comprehensive Income, Financial Position, Cash Flows, Statement of Changes in Equity and the Notes to Accompany the Financial Statements as set out on pages 29 to 50 are in accordance with the Corporations Act 2001, and: (i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) give a true and fair view of the financial position of Manhattan as at 30 June 2023 and of its performance for the Financial Year ended on that date. (b) In the Directors’ opinion, there are reasonable grounds to believe that Manhattan will be able to pay its debts as and when they become due and payable; (c) The remuneration disclosures included in the Directors’ Report (as part of the Audited Remuneration Report), for the year ended 30 June 2023, comply with section 300A of the Corporations Act 2001; (d) A statement that the attached Financial Statements are in compliance with International Financial Reporting Standards has been included in the Notes to the Financial Statements; and (e) The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive and Chief Financial Officers for the Financial Year ended 30 June 2023. This declaration is made in accordance with a resolution of the Board of Directors and is signed on behalf of the Directors by: Marcello Cardaci Non-Executive Chairman 29 September 2023 Manhattan Corporation Limited 51 2023 Annual Report to Shareholders INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MANHATTAN CORPORATION LIMITED Report on the Audit of the Financial Report Opinion We have audited the financial report of Manhattan Corporation Limited (“the Company”) and its controlled entities (“the Group”) which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended on that date and notes to the financial statements, including a summary of significant accounting policies and the directors’ declaration of the Company. In our opinion, the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) 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 ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under these standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of this report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (Including Independence Standards) (the “Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 52 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MANHATTAN CORPORATION LIMITED (continued) Key Audit Matter – Impairment of Assets How our Audit Addressed the Key Audit Matter The Group has significant capitalised exploration and evaluation expenditure of $9,306,179, comprising 66% of the total assets of the Group. Our procedures in reviewing the need for impairment of the exploration and evaluation assets included but were not limited to the following: The recognition and recoverability of exploration and evaluation expenditure was considered a key audit matter due to the following: • • the carrying value represents a significant asset to the Group; and judgement significant in determining whether impairment indicators exist. involved is • • the reasonableness of the Reviewing management’s assessment of the indicators of impairment; Reviewing the compliance of management’s assessment with AASB 6 Exploration for and Evaluation of Mineral Resources; • We reviewed the ownership rights to the tenements, against which the expenditure is if capitalised, their expiry dates and required commitments were met; • We the assessed reasonableness of capitalising mine development expenditure in accordance with Australian Accounting Standards; • We tested a sample of mine development supporting expenditure items documentation to ensure they were bona fide payments; and to • We reviewed the appropriateness of the related disclosures in Note 13. Other Information 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 there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 53 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MANHATTAN CORPORATION LIMITED (continued) Directors’ Responsibility 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 the 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 cease operations, or have no realistic alternative but to do so. Auditor’s Responsibility for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: www.auasb.gov.au/Home.aspx. We communicate with the directors regarding, amongst 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 those matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communications. 54 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MANHATTAN CORPORATION LIMITED (continued) Report on the Remuneration Report Opinion on the Remuneration Report We have audited the remuneration report included in the directors’ report for the year ended 30 June 2023. In our opinion the remuneration report of Manhattan Corporation Limited for the year ended 30 June 2023 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Rothsay Audit & Assurance Pty Ltd Daniel Dalla Director Dated 29 September 2023 55 ASX ADDITIONAL INFORMATION ASX Additional Information Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current at 8 September 2023. Substantial Holders Substantial holders in the Company are set out below: Ordinary Shares UBS Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited – A/C2 Continental Mining Australia Pty Ltd Number held % Units 240,310,768 203,355,045 186,750,000 8.18 6.92 6.36 Distribution of Share Holders Ordinary Shares Number of Holders Number of Shares 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over TOTAL 89 116 86 909 1,226 2,426 35,777 340,214 746,100 49,874,941 2,885,982,743 2,936,979,775 There were 834 holders of ordinary shares holding less than a marketable parcel. Top Twenty Share Holders Rank Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 UBS Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited – A/C2 Continental Mining Australia Pty Ltd Citicorp Nominees Pty Limited R-Tek Group Pty Ltd Yahua International Investment & Development Co Ltd Mr Nicholas James Rowley BT Lithium Pty Ltd Jet Capital Pty Ltd J & J Bandy Nominees Pty Ltd Continental Mining Australia Pty Ltd Mr Jason Bontempo & Mrs Tiziana Battista Mr Malcolm Alexander Briody NEWD Corp Pty Ltd R-Tek Group Pty Ltd Australian Leisure Equity Pty Ltd Charlton WA Pty Ltd Ratdog Pty Ltd Schammer Pty Ltd Loktor Holdings Pty Ltd Units % Units 240,310,768 203,355,045 186,750,000 85,458,528 75,000,000 51,500,000 48,375,000 45,000,000 42,000,000 40,000,000 39,710,681 35,000,000 35,000,000 30,000,000 25,000,000 24,264,465 24,000,000 23,000,000 23,000,000 22,450,000 8.18 6.92 6.36 2.91 2.55 1.75 1.65 1.53 1.43 1.36 1.35 1.19 1.19 1.02 0.85 0.83 0.82 0.78 0.78 0.76 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) Total Remaining Holders Balance 1,299,174,487 1,637,805,288 44.21 55.79 Manhattan Corporation Limited 56 2023 Annual Report to Shareholders ASX ADDITIONAL INFORMATION (Continued) Restricted Securities As at the date of this report, there were 375,000,000 issued ordinary shares subject to voluntary escrow. Pursuant to the Acquisition Agreement with R-TEK Group Pty Ltd and Continental Mining Australia Pty Ltd for the Chebogue Lithium Project, a portion of the consideration shares issued were subject to a 6- and 12-month voluntary escrow period. Number Escrow Date 125,000,000 30 September 2023 250,000,000 375,000,000 30 March 2024 On-Market Buy Back There is no current on-market buy back. Voting Rights All ordinary shares carry one vote per share without restriction. Manhattan Corporation Limited 57 2023 Annual Report to Shareholders ASX ADDITIONAL INFORMATION (Continued) Interests in Tenements Held Project Ponton Tenement Number E28/1898 Tenure Title Holder 1 Manhattan Interest % Status of Tenure 100 22 Sub blocks Northern Licences Southern Licenses EL 9202 EL 7437 EL 8691 EL 8688 EL 8602 EL 8603 EL 8607 EL 8689 EL 8690 EL 8742 EL 9010 EL 9024 EL 9092 EL 9093 EL 9094 Awati Awati Awati Awati Awati Awati Awati Awati Awati Awati Awati Awati Awati Awati Awati 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Note: The registered holder of the tenements are Manhattan Corporation Limited (“Manhattan”) and Awati Resources Pty Ltd (“Awati”). Chebogue Lithium Project Claims Mineral Title Type and Number/Claim ID. Nova Scotia, Canada Interest % Status of Tenure Exploration License Numbers: 55117, 55118, 55165, 55166, 55184, 55185, 100 Granted 55186, 55195, 55204, 55205, 55206, 55207, 55208, 55209, 55211, 55212, 55213, 55214, 55216, 55217, 55218, 55219, 55220, 55221, 55222, 55223, 55224, 55225, 55226, 55227, 55228, 55229, 55230, 55231, 55232, 55236, 55237, 55238, 55239, 55240, 55241, 55244, 55245, 55246, 55250, 55251, 55252, 55253, 55266, 55267, 55268, 55289, 55290, 55291, 55292, 55293, 55294, 55295, 55296, 55297, 55298, 55299, 55300, 55301, 55302, 55303, 55304, 55305, 55306, 55307, 55308, 55309, 55310, 55312, 55313, 55314, 55315, 55316, 55317, 55318, 55321, 55322, 55323, 55324, 55325, 55326, 55328, 55329, 55330, 55331, 55332, 55333, 55334, 55455, 55456, 55457, 55458, 55459, 55460, 55461, 55462, 55463, 55464, 55465, 55466, 55467, 55468, 55469, 55470 Note: The registered holder of the tenements is Continental Lithium Limited which is the 100% owned subsidiary of Afro Mining Pty Ltd. Manhattan Corporation Limited 58 2023 Annual Report to Shareholders 

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