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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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2023 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Table 3 – Chebogue Lithium Project Claims
Registered holder Continental Lithium Limited (100%).
Manhattan Corporation Limited
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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
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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
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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