Manhattan Corporation
Limited
Annual Report
30 June 2024
ABN: 61 123 156 089
CONTENTS PAGE
CONTENTS
PAGE
CORPORATE DIRECTORY
1
DIRECTORS’ REPORT
2
AUDITOR’S INDEPENDENCE DECLARATION
22
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
24
CONSOLIDATED STATEMENT OF CASH FLOWS
25
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
26
NOTES TO THE FINANCIAL STATEMENTS
27
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
47
DIRECTORS’ DECLARATION
48
INDEPENDENT AUDITOR’S REPORT
49
ASX ADDITIONAL INFORMATION
53
Manhattan Corporation Limited
1
2024 Annual Report to Shareholders
CORPORATE DIRECTORY
Directors
Mr Marcello Cardaci (Non-Executive Chairman)
Mr Kell Nielsen (Chief Executive Officer)
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
In.Corp Audit & Assurance Pty Ltd (formerly known as Rothsay Audit & Assurance Pty Ltd)
Suite 11, Level 1
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
2
2024 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 2024.
DIRECTORS
Directors were in office for this entire year unless otherwise stated. The names, qualifications, and experience of
the Company’s Directors in office during the year and until the date of this report are as follows.
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 former 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 a Director of Manuka Resources Limited (ASX: MKR). In the past three years Mr Seton has held
directorships in Besra Gold Inc, formerly ASX-listed Tomizone Limited and formerly listed NZX listed Good Spirits
Hospitality Limited.
Manhattan Corporation Limited
3
2024 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
Ordinary Shares
Mr. M. Cardaci
3,567,241
Mr. K Nielsen
9,375,000
Mr. J. Seton
2,363,678
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 for the year to 30 June 2024 was
$1,628,885 (30 June 2023: $755,514).
DIVIDENDS
No dividend was paid or declared by the Group in the year 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
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 1 casual employee at 30 June 2024 (30 June 2023: 11).
Manhattan Corporation Limited
4
2024 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
RESULTS OF OPERATIONS
OVERVIEW
During the year ended 30 June 2024, Manhattan Corporation Limited (“Manhattan”, “MHC” or “the Company”)
continued to advance its Chebogue Lithium Project (Project) in Nova Scotia, Canada.
Manhattan maintained its interests in the Tibooburra Gold Project during the reporting year, though exploration
has been limited due to Manhattan focusing on the Chebogue Lithium Project.
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
5
2024 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.
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 Deposit Note 1.
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% Li2O Note 1.
Staked Mineral Licences comprising the Chebogue Lithium Project
Manhattan Corporation Limited
6
2024 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:
1.
High Grade Spodumene sampled up to 2.24% Li2O (3rd July 2023)
On the 3rd of July 2023, MHC announced that it had sampled up to 2.24% Li2O at the Chebogue Lithium Project,
Sampling completed over a small part of the BP target area that identified large, coarse grain spodumene-bearing
surface boulders in glacial tills. 13 of the samples returned from spodumene bearing Pegmatites returned > 1%
Li2O, with a peak result of 2.24% Li2O.
The boulders are comparable in compositions and morphology2 to those found at the Brazil Lake Lithium project
owned by Champlain Mineral Ventures Ltd, located ~7.5km South of the BP target area where drilling is returning
thick intersections with assays up to 2.27% Li2O.
2.
New Spodumene Pegmatites Discovery (8th August 2023)
On the 8th August, MHC announced the discovery of Second and Third Spodumene-Bearing Pegmatite trains
discovered at Chebogue Lithium Project. Significantly expands the footprint of the Spodumene boulder field at BP
Target, that now forms the Big Betty Prospect
Ongoing exploration by MHC at this time had discovered a further two spodumene-bearing pegmatite boulder
trains located ~1,200m metres to the south and ~200 metres to the west of the initial boulders discovered in June.
Those boulders recently returned significant high grade Li2O analytical results from samples collected of the
spodumene-bearing pegmatite boulders.
3.
High-Grade Lithium Assays up to 3.40% Li2O (11th September 2023)
In September, MHC announced further High-Grade lithium results and the discovery of a fourth boulder train at
its Chebogue Lithium Project. The Fourth high-grade, spodumene-rich boulder occurrence located approximately
1.6km south of Occurrence 2 and 1.1km North of Occurrence 3, all within the Big Betty Prospect.
A total of 15 rock samples were collected and analytical results reported, Sample 85088A returned 3.40% Li2O
that currently represents the highest lithium grade spodumene-bearing boulder reported to date from the Big Betty
Prospect and the Chebogue Project.
Manhattan Corporation Limited
7
2024 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Aeromagnetic Survey
The Company undertook a highly detailed drone aeromagnetic survey with survey lines spaced at 25 and 50m
apart at an average height of 12m above the ground over the Big Betty Prospect late in the September Quarter
2023. Data was received during the March quarter and processed by the Company’s Geophysical Consultant.
The aeromagnetic survey outlined several low magnetic response anomalies that cover an approximate strike
length of 30km that could represent pegmatite occurrences that may be associated with high-grade spodumene-
rich boulder occurrences identified to date. This includes a central anomaly that covers an area ~200m wide by
~1km of strike that occurs adjacent to the recent spodumene bearing pegmatite discoveries.
Planned Drilling
During the March Quarter the Company aimed to complete negotiations of a Land Access Agreement with a
Foreign Entity (“Non-Canadian”) owned Forestry Company to undertake drilling, pitting and costeaning over the
identified priority targets. Negotiations became protracted and the Company elected to proceed through the
Provincial Government’s statutory process to gain access to commence drill testing the target.
The Statutory process involves the Company making an application for Ministerial Intervention under the Mineral
Resources Act of Nova Scotia (Section 26, S.N.S. 2016, c.3) whereby the Minister of Natural Resources can issue
a special-order granting surface access when landowners prohibit or limit access for mineral exploration, provided
reasonable efforts have been made to obtain consent. The Ministerial decision balances economic benefits of
resource development with landowner rights and concerns, aiming for a fair resolution that considers
environmental, social, and economic impact.
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
8
2024 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
During the reporting period, Manhattan maintained its interests in the Tibooburra Gold Project, though exploration
has been limited due Manhattan focusing on the Chebogue Lithium Project.
Manhattan Corporation Limited
9
2024 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 term of the 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
CUTOFF GRADE
eU3O8(ppm)
TONNES (MILLION)
GRADE eU3O8(ppm)
TONNES U3O8(t)
POUNDS (MILLION) U3O8(Mlb)
100
110
170
18,700
42.0
150
51
240
12,240
26.0
200
26
300
7,800
17.2
250
14
360
5,040
11.0
DOUBLE 8 INFERRED RESOURCE ESTIMATES
Manhattan Corporation Limited
10
2024 Annual Report to Shareholders
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
11
2024 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
During 2024, the Company sought to seek Ministerial consent to recommence exploration at Ponton to evaluate
the potential for Ponton to host Rare Earth Elements (REE’s).
Subject to Ministerial consent being received, MHC plans to complete further drilling at ponton to review the
resource and its potential to host REE’s and to test for extensions to the known mineralisation, as well as highly
prospective exploration targets.
Ministerial Consent has not been received to date.
TENEMENTS
There were no changes during the reporting period to tenements and claims held by the Company.
Details of the licences are tabled below:
Table 1 – Tibooburra Gold Project Tenements
Project
Area
Registered
Holder
Tenement
Number
Grant or
Application
Date
Expiry
Date
Area
(Sq.KM)
Area
(Units)
Northern
Licences
Awati
Resources
Pty Ltd
(100 %)
EL 9202
28/06/2021
28/06/2027
73.9
25
EL 7437
23/12/2009
23/12/2026
32.8
11
EL 8691
02/02/2018
02/02/2027
137.3
46
EL 8688
02/02/2018
02/02/2027
110.2
37
Southern
Licences
EL 8602
23/06/2017
23/06/2026
145.2
49
EL 8603
23/06/2017
23/06/2026
50.3
17
EL 8607
27/06/2017
27/06/2026
147.8
50
EL 8689
02/02/2018
02/02/2027
80.2
27
EL 8690
02/02/2018
02/02/2027
115.7
39
EL 8742
04/05/2018
04/05/2027
115.6
39
EL 9010
17/11/2020
17/11/2026
83
28
EL 9024
13/01/2021
13/01/2027
251
85
EL 9092
15/03/2021
15/03/2027
118.7
40
EL 9093
16/03/2021
16/03/2027
576
194
EL 9094
16/03/2021
16/03/2027
158.1
53
TOTAL
2,196
740
Table 2 – Ponton Uranium Project Tenements
Project
Area
Registered
Holder
Tenement
Number
Grant or
Application
Date
Expiry
Date
Area
(Units)
Ponton
Manhattan
Corporation Ltd
(100 %)
E28/1898
11/08/2011
10/08/2023
34
E28/2454
04/03/2014
121
TOTAL
155
Manhattan Corporation Limited
12
2024 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Table 3 – Chebogue Lithium Project Claims
Tenement
Number
Grant Date
Expiry Date
No of
Claims
Area
(Sq.km)
55117
2022-06-17
2024-06-17
80
12.8
55118
2022-06-17
2024-06-17
80
12.8
55165
2022-08-11
2024-08-11
48
7.68
55166
2022-08-11
2024-08-11
38
6.08
55184
2022-08-17
2024-08-17
6
0.96
55289
2022-09-23
2024-09-23
80
12.8
55290
2022-09-23
2024-09-23
80
12.8
55291
2022-09-23
2024-09-23
80
12.8
55292
2022-09-23
2024-09-23
80
12.8
55293
2022-09-23
2024-09-23
80
12.8
55294
2022-09-23
2024-09-23
80
12.8
55295
2022-09-23
2024-09-23
80
12.8
55296
2022-09-26
2024-09-26
80
12.8
55297
2022-09-26
2024-09-26
80
12.8
55298
2022-11-10
2024-11-10
42
6.72
55299
2022-09-26
2024-09-26
80
12.8
55300
2022-09-26
2024-09-26
80
12.8
55301
2022-09-26
2024-09-26
80
12.8
55302
2022-09-27
2024-09-27
80
12.8
55303
2022-09-27
2024-09-27
80
12.8
55304
2022-09-27
2024-09-27
12
1.92
55305
2022-09-27
2024-09-27
16
2.56
55306
2022-09-27
2024-09-27
80
12.8
55307
2022-09-27
2024-09-27
80
12.8
55308
2022-09-27
2024-09-27
8
1.28
55309
2022-09-27
2024-09-27
80
12.8
55310
2022-09-27
2024-09-27
80
12.8
55312
2022-09-27
2024-09-27
80
12.8
55313
2022-09-27
2024-09-27
80
12.8
55314
2022-09-27
2024-09-27
80
12.8
55315
2022-09-28
2024-09-28
80
12.8
55316
2022-09-28
2024-09-28
80
12.8
55317
2022-09-28
2024-09-28
80
12.8
55318
2022-09-28
2024-09-28
80
12.8
55321
2022-09-28
2024-09-28
80
12.8
55322
2022-09-28
2024-09-28
80
12.8
55323
2022-09-28
2024-09-28
80
12.8
55324
2022-09-28
2024-09-28
80
12.8
55325
2022-09-28
2024-09-28
80
12.8
55326
2022-09-28
2024-09-28
80
12.8
55328
2022-09-28
2024-09-28
80
12.8
55329
2022-09-28
2024-09-28
80
12.8
55330
2022-09-28
2024-09-28
80
12.8
Manhattan Corporation Limited
13
2024 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Tenement
Number
Grant Date
Expiry Date
No of
Claims
Area
(Sq.km)
55331
2022-09-28
2024-09-28
80
12.8
55332
2022-09-28
2024-09-28
80
12.8
55333
2022-09-28
2024-09-28
80
12.8
55334
2022-09-28
2024-09-28
80
12.8
55455
2022-11-30
2024-11-30
80
12.8
55456
2022-11-30
2024-11-30
80
12.8
55457
2022-11-30
2024-11-30
80
12.8
55458
2022-11-30
2024-11-30
80
12.8
55459
2022-11-30
2024-11-30
80
12.8
55460
2022-11-30
2024-11-30
80
12.8
55461
2022-11-30
2024-11-30
80
12.8
55462
2022-11-30
2024-11-30
80
12.8
55463
2022-11-30
2024-11-30
80
12.8
55464
2022-11-30
2024-11-30
80
12.8
55465
2022-11-30
2024-11-30
80
12.8
55466
2022-11-30
2024-11-30
80
12.8
55467
2022-11-30
2024-11-30
80
12.8
55468
2022-11-30
2024-11-30
80
12.8
55469
2022-11-30
2024-11-30
80
12.8
55470
2022-11-30
2024-11-30
80
12.8
TOTAL
744
Manhattan Corporation Limited
14
2024 Annual Report to Shareholders
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
15
2024 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 2024 and
up to the date of this report.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
No matters or circumstance have arisen since 30 June 2024 which significantly affected or could significantly
affect the operations of the consolidated group in future financial years apart from the following.
• On 1 July 2024 the Company announced the cancellation of non-vested Performance Rights and Options
following change in employment status of General Manager, Canada.
• On 30 July 2024, the Company announced that it was undertaking a 1 for 2 pro-rata non-renounceable
entitlement offer (on a pre-Consolidation basis) of new fully paid ordinary shares in the Company (New Shares)
at an offer price of $0.001 per New Share to raise up to approximately $1.5 million (before costs).
• The Company received valid applications from eligible Shareholders for 155,553,566 New Shares following
the close of the Entitlement Offer on 4 September 2024 and announced on 9 September 2024 raising a total
of $155,554 (before costs).
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 237,500,000 unissued ordinary shares under options and 300,000,000
performance shares on issue. The details of the options at the date of this report are as follows:
Number
Exercise Price $
Expiry Date
Performance
Shares
Expiry Date
100,000,000
0.01
30-Mar-2026
300,000,000
6-Apr-2025
110,000,000
0.02
30-Mar-2026
10,000,000
0.04
30-Mar-2026
17,500,000
0.015
28-Nov-2026
237,500,000
300,000,000
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
16
2024 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 2024, 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
Number of
Meetings Eligible to
Attend
Number of
Meetings Attended
Mr Marcello Cardaci
4
4
Mr Kell Nielsen
4
4
Mr John Seton
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 Limited complies with the recommendations set out in the ASX
Corporate Governance Council's Corporate Governance Principles and Recommendations 4th edition 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 2024 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 Limited with an Independence Declaration in relation to the audit of the financial report for the year
ended 30 June 2024. A copy of that declaration is included on page 22.
Manhattan Corporation Limited
17
2024 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.
Key Management Personnel covered by this Remuneration Report;
2.
Remuneration Governance;
3.
Details of Remuneration;
4.
Share Based Remuneration;
5.
Additional disclosures relating to options and shares; and
6.
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 2023 and 30 June 2024 and
unless otherwise indicated, KMPs for the entire period:
Non–Executive Directors
Executive Director and other KMP
Mr Marcello Cardaci
Mr Kell Nielsen
Mr John Seton
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
18
2024 Annual Report to Shareholders
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
are as follows:
Short Term
Options
Base Salary
$
Directors
Fees
$
Consulting
Fees
$
Post
employment
Superannuati
on
$
Share Based
Payment
$
Total
$
Performance
Related
%
30 June 2024
Director
Mr. M Cardaci
-
60,000
-
-
-
60,000
-
Mr. K Nielsen
-
36,000
96,000
-
-
132,000
-
Mr. J Seton
-
36,000
-
-
-
36,000
-
Total
-
132,000
96,000
-
-
228,000
-
30 June 2023
Director
Mr. M Cardaci
-
60,000
-
-
-
60,000
-
Mr. K Nielsen
-
36,000
176,000
-
-
212,000
-
Mr. J Seton
-
36,000
-
-
-
36,000
-
Total
-
132,000
176,000
-
-
308,000
-
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
2024
Mr. M Cardaci
28/11/2023 10,000,000 28/11/2026
$0.0015
$14,863
$0.015
-
-
Mr. K Nielsen
28/11/2023
5,000,000
28/11/2026
$0.0015
$7,432
$0.015
-
-
Mr. J Seton
28/11/2023
2,500,000
28/11/2026
$0.0015
$3,716
$0.015
-
-
2020
Mr. K Nielsen
6/04/2020
10,000,000 28/04/2023
$0.00
$39,000
$0.01
10,000,000
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
19
2024 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 Corporation
Limited.
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.
Opening
Balance
Number
Issued
Share
Purchases
Share Sales or
Other changes
Closing
Balance
30 June 2024
Director
Mr. M Cardaci 1
3,567,241
-
-
-
3,567,241
Mr K Nielsen
2,250,000
-
4,000,000
-
6,250,000
Mr. J Seton
1,575,785
-
-
-
1,575,785
Total
7,393,026
-
4,000,000
-
11,393,026
30 June 2023
Director
Mr. M Cardaci 1
3,567,241
-
-
-
3,567,241
Mr K Nielsen
2,250,000
-
-
-
2,250,000
Mr. J Seton
1,575,785
-
-
-
1,575,785
Total
7,393,026
-
-
-
7,393,026
Notes:
Includes shares held directly, indirectly and beneficially by Key Management Personnel.
1. Mr Cardaci’s shares are held by Pollara Pty Ltd ATF Pollara Trust and Mr Cardaci is associated with the Trustee of Pollara
Pty Ltd, and therefore an indirect interest.
Manhattan Corporation Limited
20
2024 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:
Notes:
Includes shares held directly, indirectly and beneficially by Key Management Personnel.
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.
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 of 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.
Vested options
Opening
Balance
Number
Issued
Number
Exercised
Expired or
other
changes
Closing
Balance
Exercisable
Non-
exercisable
30 June 2024
Director
Mr. M Cardaci
- 10,000,000
-
-
10,000,000
-
-
Mr. K Nielsen
-
5,000,000
-
-
5,000,000
-
-
Mr. J Seton
-
2,500,000
-
-
2,500,000
-
-
Total
-
-
-
-
-
-
-
30 June 2023
Director
Mr. M Cardaci
-
-
-
-
-
-
-
Mr. K Nielsen
10,000,000
-
- (10,000,000)
-
-
-
Mr. J Seton
-
-
-
-
-
-
-
Total
10,000,000
-
- (10,000,000) 17,500,000-
-
-
Manhattan Corporation Limited
21
2024 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 $36,000 (2023: $36,000). This amount is included in the fees in the
remuneration table within this remuneration report. Nil (2023: $Nil) was outstanding at year 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
30 September 2024
In.Corp Audit & Assurance Pty Ltd
ABN 14 129 769 151
Level 1
6-10 O’Connell Street
SYDNEY NSW 2000
Suite 11, Level 1
4 Ventnor Avenue
WEST PERTH WA 6005
GPO BOX 542
SYDNEY NSW 2001
T +61 2 8999 1199
E team@incorpadvisory.au
W incorpadvisory.au
To the directors of Manhattan Corporation Limited:
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION
307C OF THE CORPORATIONS ACT 2001
Liability limited by a scheme approved under Professional Standards Legislation
In.Corp Audit & Assurance Pty Ltd
Volha Romanchik
Director
30 September 2024
As lead auditor of the audit of Manhattan Corporation Limited for the
year ended 30 June 2024, 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.
Manhattan Corporation Limited
23
2024 Annual Report to Shareholders
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
For the year ended 30 June 2024
Consolidated
Notes
30 June 2024
$
30 June 2023
$
Revenue
Interest income
37,661
26,349
37,661
26,349
Expenses
Public company costs
(70,741)
(121,136)
Consulting and directors’ fees
(380,921)
(344,028)
Legal fees
(32,905)
(80,683)
Impairment of exploration expenditure
(758,818)
(52,380)
Administrative expenses
(373,090)
(169,629)
Gain on disposal of assets
-
33,586
Share based payments expense
(26,011)
(22,113)
Depreciation
(24,060)
(25,480)
Loss before income tax
(1,628,885)
(755,514)
Income tax expense
8
-
-
Net loss for the year
(1,628,885)
(755,514)
Exchange differences on translating foreign operations
7,094
(568)
Other comprehensive income for the period
7,094
(568)
Total comprehensive income for the period
(1,621,791)
(756,082)
Loss per share attributable to owners of Manhattan
Corporation Limited
Basic and diluted loss per share (cents per share)
7
0.06
0.04
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income
should be read in conjunction with the accompanying notes.
Manhattan Corporation Limited
24
2024 Annual Report to Shareholders
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Consolidated
Notes
30 June 2024
$
30 June 2023
$
CURRENT ASSETS
Cash and cash equivalents
10
1,853,164
4,344,045
Trade and other receivables
11
223,330
79,938
TOTAL CURRENT ASSETS
2,076,494
4,423,983
NON-CURRENT ASSETS
Security deposits
11
198,410
198,410
Plant and equipment
12
71,419
96,531
Exploration and evaluation expenditure
13
10,212,929
9,306,179
TOTAL NON-CURRENT ASSETS
10,482,758
9,601,120
TOTAL ASSETS
12,559,252
14,025,103
CURRENT LIABILITIES
Trade and other payables
14
230,231
107,313
TOTAL CURRENT LIABILITIES
230,231
107,313
TOTAL LIABILITIES
230,231
107,313
NET ASSETS
12,329,021
13,917,790
EQUITY
Issued capital
15
35,187,922
35,180,911
Reserves
16
5,595,762
5,562,657
Accumulated losses
(28,454,663)
(26,825,778)
TOTAL EQUITY
12,329,021
13,917,790
The above Consolidated Statement of Financial Position
should be read in conjunction with the accompanying notes.
Manhattan Corporation Limited
25
2024 Annual Report to Shareholders
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2024
Consolidated
Notes
30 June 2024
$
30 June 2023
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
(718,838)
(699,393)
Interest received
37,661
26,349
NET CASH USED IN OPERATING ACTIVITIES
10
(681,177)
(673,044)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for fixed assets
-
(38,531)
Receipts for sale of assets
-
29,575
Expenditure on exploration
(1,811,586)
(1,371,858)
NET CASH USED IN INVESTING ACTIVITIES
(1,811,586)
(1,380,814)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from conversion of options
7,011
4,552,000
Share issue costs
-
(335,000)
NET CASH FROM FINANCING ACTIVITIES
7,011
4,217,000
Net (decrease) / increase in cash held
(2,485,752)
2,163,142
Exchange rate movements
(5,129)
5,549
Cash and cash equivalents at beginning of year
4,344,045
2,175,354
CASH AND CASH EQUIVALENTS AT END OF THE
YEAR
10
1,853,164
4,344,045
The above Consolidated Statement of Cash Flows
should be read in conjunction with the accompanying notes.
Manhattan Corporation Limited
26
2024 Annual Report to Shareholders
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 3024
Notes
Issued
capital
$
Accumulated
losses
$
Foreign
currency
translation
reserve
Share-
based
payment
reserves
$
Total
$
At 1 July 2022
28,465,911
(26,070,264)
-
5,112,350
7,507,997
Loss for the period
-
(755,514)
-
-
(755,514)
Other comprehensive income
-
-
(568)
-
(568)
Total comprehensive income
-
(755,514)
(568)
-
(756,082)
Transactions with owners in their capacity as owners
Issue of share capital
7,050,000
-
-
-
7,050,000
Issue of options
-
-
-
450,875
450,875
Share issue costs
(335,000)
-
-
-
(335,000)
At 1 July 2023
15 & 16
35,180,911
(26,825,778)
(568)
5,563,225
13,917,790
Loss for the period
-
(1,628,885)
-
-
(1,628,885)
Other comprehensive income
-
-
7,094
-
7,094
Total comprehensive income
-
(1,628,885)
7,094
-
(1,621,791)
Transactions with owners in their capacity as owners
Conversion of options
7,011
-
-
-
7,011
Issue of options
-
-
-
26,011
26,011
At 30 June 2024
15 & 16
35,187,922
(28,454,663)
6,526
5,589,236
12,329,021
The above Consolidated Statement of Changes in Equity
should be read in conjunction with the accompanying notes
Manhattan Corporation Limited
27
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
1.
CORPORATE INFORMATION
The financial report of Manhattan Corporation Limited (“Manhattan” or “the Company”) and its controlled
entities (“the Group”) for the year ended 30 June 2024 was authorised for issue in accordance with a
resolution of the Directors on 30 September 2024.
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.
MATERIAL ACCOUNTING POLICY INFORMATION
Accounting policies that are material for 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 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
28
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
Going Concern
The Company incurred a loss for the year of $1,628,885 (2023: $755,514) which included and
exploration impairment of $758,818 (2023: $52,380) and a net cash outflow from operating activities
of $681,177 (2023: $673,044).
At 30 June 2024 the Group had cash assets of $1,853,164 (2023: $4,344,045) and working capital
of $2,044,674 (2023: $4,515,080) which includes non-current security deposits.
The Directors closely monitor the cash position and note operating costs are less than 37% 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)
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.
(c)
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%
Manhattan Corporation Limited
29
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
(d)
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.
(e)
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").
(f)
New Accounting Standards and Interpretations
Standards and Interpretations applicable to 30 June 2024
In the year ended 30 June 2024, 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 2024. 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
30
2024 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
31
2024 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:
30 June 2024
$
30 June 2023
$
Assets – Canadian Dollars
1,850,226
630,124
Liabilities – Canadian Dollars
147,963
17,998
(ii)
Price Risk
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
32
2024 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 $2,274,904 (2023: $4,622,393).
The following financial assets of the Group are neither past due or impaired:
30 June 2024
$
30 June 2023
$
Cash and cash equivalents
1,853,164
4,344,045
Trade, other receivables and security deposits
421,740
278,348
2,274,904
4,622,393
(c)
Liquidity Risk
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 $230,231 (2023: $107,313). 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.
Name of Entity
Country of
Incorporation
Equity Holding as
at
30 June 2024
Equity Holding as
at
30 June 2023
Manhattan Resources Pty Ltd
Australia
100%
100%
Awati Resources Pty Ltd (“Awati”)
Australia
100%
100%
Afro Mining Pty Ltd (“Afro”)
Australia
100%
100%
Continental Lithium Ltd
(“Continental”) 1
Canada
100%
100%
Note 1: Continental is the wholly owned subsidiary of Afro.
Manhattan Corporation Limited
33
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
7.
LOSS PER SHARE
30 June 2024
30 June 2023
Loss used in calculating basic and dilutive EPS
(1,628,885)
(755,514)
Number of Shares
Weighted average number of ordinary shares used in
calculating basic loss per share:
2,936,918,478
1,925,407,664
There is no impact from 214,000,001 options and 300,000,000 performance shares outstanding at 30 June
2024 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
Consolidated
30 June 2024
$
30 June 2023
$
(a)
Income tax expense
Major component of tax expense for the year:
Current tax
-
-
Deferred tax
-
-
Income tax as reported in the statement of
comprehensive income
-
-
(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
(1,628,885)
(755,514)
Tax at the group rate of 25% (2023: 25%)
(407,221)
(188,879)
Increase in income tax due to:
- Non-deductible expenses
6,503
15,566
- Changes in unrecognised temporary differences
86,279
(266,404)
- Unused tax losses not recognised
314,439
439,717
Income tax attributable to operating loss
-
-
Manhattan Corporation Limited
34
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
Consolidated
30 June 2024
$
30 June 2023
$
(c)
Unrecognised deferred tax balances at 25% (2023: 25%)
The following deferred tax balances have not been
recognised:
Deferred tax assets
Accruals
9,563
7,900
Unrealised foreign exchange loss
27,647
4,090
Capital raising costs
68,701
107,383
Carry forward revenue and capital losses
6,534,289
6,577,802
6,640,199
6,697,175
Deferred tax liabilities
Exploration expenditure
1,264,999
1,360,651
1,264,999
1,360,651
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
(ii) the Group continues to comply with the conditions for deductibility imposed by tax legislation in
Australia; and
(iii) no changes in tax legislation adversely affect the Group in realising the benefit from the
deductions for the expenditure.
(d)
Tax Consolidation
Manhattan 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 for any current income tax payable by Manhattan 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 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.
9.
DIVIDENDS PAID OR PROPOSED
There were no dividends paid or proposed during the year.
Manhattan Corporation Limited
35
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
10.
CASH AND CASH EQUIVALENTS
Consolidated
30 June 2024
$
30 June 2023
$
Reconciliation of Cash and Cash Equivalents
Cash comprises of:
Cash at bank
1,853,164
4,344,045
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.
Consolidated
30 June 2024
$
30 June 2023
$
Reconciliation of operating loss after tax to the cash flows
from operations
Loss from ordinary activities after tax
(1,628,885)
(755,514)
Non-cash items
Depreciation
24,060
25,480
Share-based payments
26,011
22,113
Foreign currency losses / (gains)
41,340
(12,766)
Exploration expenditure written off
758,818
52,380
Activities re-classified to investing cash flow
Allocation trade and other receivables to exploration
71,272
(15,600)
Allocation trade and other payables to exploration
21,782
196,536
Change in assets and liabilities
Decrease / (increase) in trade and other receivables
(144,445)
15,697
(Decrease) / increase in trade and other payables
148,870
(201,370)
Net cash outflow used in operating activities
(681,177)
(673,044)
Cash at bank and in hand earns interest at floating interest rates based on the daily bank rates.
Manhattan Corporation Limited
36
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
11.
TRADE AND OTHER RECEIVABLES
Consolidated
30 June 2024
$
30 June 2023
$
Current
GST receivable
140,733
44,408
Other
82,597
35,530
223,330
79,938
Non-current
Security deposits
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 2024.
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
37
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
12.
PLANT AND EQUIPMENT
2024
$
2023
$
Motor vehicles
Cost
151,425
152,786
Accumulated depreciation
(80,006)
(56,255)
Net book amount
71,419
96,531
Motor vehicles reconciliation of carrying amount
Carrying amount at beginning of the year
96,531
112,402
Additions
-
39,213
Disposals
-
(29,575)
Depreciation
(24,060)
(25,480)
Foreign currency differences
(1,052)
(29)
Carrying amount at the end of the year
71,419
96,531
13.
EXPLORATION AND EVALUATION EXPENDITURE
Consolidated
30 June 2024
$
30 June 2023
$
At beginning of the year
9,306,179
5,234,880
Exploration expenditure during the year
1,665,568
4,123,679
Impairment loss
(758,818)
(52,380)
Total exploration and evaluation
10,212,929
9,306,179
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. 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.
14.
TRADE AND OTHER PAYABLES
Consolidated
30 June 2024
$
30 June 2023
$
Trade creditors
52,271
44,404
Accruals
46,505
55,920
Other creditors
131,455
6,989
230,231
107,313
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
38
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
15.
ISSUED CAPITAL
Consolidated
30 June 2024
$
30 June 2023
$
(a)
Issued capital
Ordinary shares fully paid
35,187,922
35,180,911
30 June 2024
30 June 2023
Number of
shares
$
Number of
shares
$
(b)
Movement in shares on issue
At beginning of the year
2,936,278,693
35,180,911 1,526,278,693
28,465,911
Issued for cash
701,082
7,011
910,000,000
4,550,000
Share based payment
-
-
500,000,000
2,500,000
less fundraising costs
-
-
-
(335,000)
At 30 June
2,936,979,775
35,187,922 2,936,278,693
35,180,911
(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
$12,329,021 at 30 June 2024 (2023: $13,917,790). 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
39
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
(e)
Share options and performance shares
At 30 June 2024, there were 597,500,000 unissued ordinary shares under option (30 June 2023:
580,000,000). The details of the options and performance shares are as follows:
Description
Number Exercise Price $
Expiry Date
Unlisted Director Options
17,500,000
0.015
28-Nov-2026
Awati Resources Pty Ltd Acquisition
Performance shares
300,000,000
Nil
6-Apr-2025
Afro Mining Pty Ltd Acquisition
Tranche 1 Consideration Options
100,000,000
0.01
30-Mar-2026
Tranche 2 Consideration Options
100,000,000
0.02
30-Mar-2026
Tranche 1 Director Options 1
20,000,000
0.02
30-Mar-2026
Tranche 2 Director Options 1
20,000,000
0.04
30-Mar-2026
Director Performance rights 1
40,000,000
Nil
6-Apr-2025
Total
597,500,000
Note 1: On 1 July 2024 the Company announced the cancellation of non-vested Performance Rights and
Options following change in employment status of General Manager, Canada.
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 Employee Share Option Plan, including details of options issued
under the plan, is set out in note 21(a).
16.
RESERVES
Consolidated
30 June 2024
$
30 June 2023
$
Foreign currency translation reserve (FCTR)
6,526
(568)
FCTR records exchange differences arising on translation of a
foreign controlled operation.
Share-based payment reserve
5,589,236
5,563,225
Movements in Reserves
Share-based payment reserve
At beginning of the year
5,563,225
5,112,350
Issue of options
26,011
450,875
At end of year
5,589,236
5,563,225
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 year.
Manhattan Corporation Limited
40
2024 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
Chief Executive Officer
John Seton
Non-Executive Director
(b)
Remuneration of Key Management Personnel
Consolidated
30 June 2024
$
30 June 2023
$
Short term employee benefits
228,000
308,000
Total remuneration
228,000
308,000
(c)
Loans to Key Management Personnel
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 $425 (2023: $59,154) 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.
Manhattan Corporation Limited
41
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
19.
SUBSEQUENT EVENTS AFTER END OF FINANCIAL YEAR
No matters or circumstance have arisen since 30 June 2024 which significantly affected or could
significantly affect the operations of the consolidated group in future financial years apart from the following.
• On 1 July 2024 the Company announced the cancellation of non-vested Performance Rights and
Options following change in employment status of General Manager, Canada.
• On 30 July 2024, the Company announced that it was undertaking a 1 for 2 pro-rata non-renounceable
entitlement offer (on a pre-Consolidation basis) of new fully paid ordinary shares in the Company (New
Shares) at an offer price of $0.001 per New Share to raise up to approximately $1.5 million (before
costs).
• The Company received valid applications from eligible Shareholders for 155,553,566 New Shares
following the close of the Entitlement Offer on 4 September 2024 and announced on 9 September 2024
raising a total of $155,554 (before costs).
20.
AUDITOR’S REMUNERATION
Consolidated
30 June 2024
$
30 June 2023
$
The auditor of Manhattan Corporation Limited is In.Corp Audit & Assurance Pty Ltd (formerly known
as Rothsay Audit & Assurance Pty Ltd)
Amounts received or due and receivable by In.Corp Audit & Assurance Pty Ltd (formerly known as
Rothsay Audit & Assurance Pty Ltd) for:
- an audit and review of the financial report of the entity and any
other entity in the Consolidated group
37,000
35,000
- other services
-
-
37,000
35,000
Manhattan Corporation Limited
42
2024 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (continued)
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.
Unlisted director
options 1
Listed options 2
Incentive unlisted
options 3
Grant Date
28-Nov-2023
6-Apr-2020
28-Apr-2020
Expiry Date
28-Nov-2026
1-Aug-2023
28-Apr-2023
Exercise price
$0.015
$0.01
$0.01
Value per security
$0.0015
$0.0020
$0.0039
Balance 30 June 2022
-
200,000,001
14,000,000
Granted
-
-
-
Expired
-
-
14,000,000
Vested
-
-
-
Balance 30 June 2023
-
200,000,001
-
Granted
17,500,000
-
-
Expired
-
199,298,919
-
Vested
-
701,082
-
Balance 30 June 2024
17,500,000
-
-
Notes:
1. Unlisted director options approved at the AGM on 28 November 2023 and valued using the Black-Scholes
option pricing model with the key inputs of the share price at grant date $0.004, risk-free rate 4.074% and
volatility of 100.00%.
2. Listed options issued formed part of the consideration for the acquisition of Awati Resources Pty Ltd.
3. 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
43
2024 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 1
Consideration
Options 1
Tranche 2
Consideration Options
& Tranche 1 Director
Options 1, 2 & 3
Tranche 2 Director
Options 2 & 3
Grant Date
17-Mar-2023
17-Mar-2023
17-Mar-2023
Expiry Date
31-Mar-2026
31-Mar-2026
31-Mar-2026
Exercise price
$0.01
$0.02
$0.04
Value per security
$0.0025
$0.0018
$0.0012
Balance 30 June 2022
-
-
-
Granted
100,000,000
120,000,000
20,000,000
Expired
-
-
-
Vested
-
-
-
Balance 30 June 2023
100,000,000
120,000,000
20,000,000
Granted
-
-
-
Expired
-
-
-
Vested
-
-
-
Balance 30 June 2024
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.
3. On 1 July 2024 the Company announced the cancellation of non-vested Performance Rights and Options
following change in employment status of General Manager, Canada.
Manhattan Corporation Limited
44
2024 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.
Performance Shares
Grant Date
6-Apr-2020
Expiry Date
6-Apr-2025
Share price on grant date
$0.005
Exercise Price
Nil
Volatility
103.13%
Risk-free rate
0.41%
Value of performance share
$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
45
2024 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 2024. 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, Awati Resources Pty Ltd from 6 April 2020 and Afro
Mining Pty Ltd from 5 February 2023.
30 June 2024
$
30 June 2023
$
Current assets
1,738,088
3,943,108
Non-current assets
8,954,265
10,163,307
Total Assets
10,692,353
14,106,415
Current liabilities
49,948
53,356
Non-current liabilities
(1,624,182)
(55,473)
Total Liabilities
(1,574,234)
(2,117)
Net Assets
12,266,587
14,108,532
Issued capital
34,187,922
35,180,911
Share based payment reserve
5,389,236
5,563,225
Accumulated losses
(27,310,571)
(26,635,604)
Total Equity
12,266,587
14,108,532
30 June 2024
$
30 June 2023
$
Loss for the year
(674,967)
(698,509)
Other comprehensive income for the year
-
-
Total comprehensive income for the year
(674,967)
(698,509)
23.
COMMITMENTS
(a)
Exploration Expenditure
30 June 2024
$
30 June 2023
$
Annual tenement rental obligations
69,798
71,852
Annual exploration expenditure commitments
326,334
326,334
396,132
398,186
(b)
Capital or Leasing Commitments
There is a commercial property lease commitment in Australia for $2,505 per month as at 30 June 2024.
Manhattan Corporation Limited
46
2024 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
2024.
25.
INTERESTS IN JOINT VENTURES
Manhattan currently has no Joint Venture interests.
Manhattan Corporation Limited
47
2024 Annual Report to Shareholders
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As at 30 June 3024
Name of Entity
Entity Type
Country of
Incorporation
% of share
capital
held
Australian Tax
residency
status
Foreign
Countries tax
residency
Manhattan Resources Pty Ltd
Body
Corporate
Australia
100%
Australian
N/A
Awati Resources Pty Ltd (“Awati”)
Body
Corporate
Australia
100%
Australian
N/A
Afro Mining Pty Ltd (“Afro”)
Body
Corporate
Canada
100%
Australian
N/A
Continental Lithium Ltd
(“Continental”)
Body
Corporate
Canada
100%
Foreign
Canada
Manhattan Corporation Limited
48
2024 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 27 to 46 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 2024 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 consolidated entity disclosure statement for the Company and its controlled entities as at 30 June
2024 is true and correct.;
(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 2024.
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
30 September 2024
In.Corp Audit & Assurance Pty Ltd
ABN 14 129 769 151
Level 1
6-10 O’Connell Street
SYDNEY NSW 2000
Suite 11, Level 1
4 Ventnor Avenue
WEST PERTH WA 6005
GPO BOX 542
SYDNEY NSW 2001
T +61 2 8999 1199
E team@incorpadvisory.au
W incorpadvisory.au
To the members of Manhattan Corporation Limited
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
2024,
the
consolidated
statement
of
profit
and
loss
and
other
comprehensive income, the consolidated statement of changes in equity
and the consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including material accounting
policy information, the consolidated entity disclosure statement and the
directors’ declaration
In our opinion, the accompanying financial report of the Group, is in
accordance with the Corporations Act 2001, including:
a)
giving a true and fair view of the Group’s financial position as at 30
June 2024 and of its financial performance for the year then ended;
and
b)
complying
with
Australian
Accounting
Standards
and
the
Corporations Regulations 2001.
MANHATTAN CORPORATION LIMITED
INDEPENDENT AUDITOR’S REPORT
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.
Liability limited by a scheme approved under Professional Standards Legislation
MANHATTAN CORPORATION LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Key Audit Matters
In addition to the matter described in the Basis for Qualified Opinion section, we have determined the
matters described below to be 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.
Key Audit Matter - Exploration and
Evaluation Expenditure
How our Audit Addressed the Key Audit
Matter
We
noted
that
the
carrying
value
of
the
capitalised
exploration
and
evaluation
expenditure
is
$10,212,929
which
represents
81% of all assets of the Group.
We
consider
capitalised
exploration
and
evaluation expenditure to be a key audit matter
due to:
•
the materiality of the balance;
•
the
high
level
of
judgement
involved
in
assessing
whether
expenditure
meets
the
capitalisation requirements in accordance with
AASB 6 Exploration and Evaluation of Mineral
Resources;
•
the
high
level
of
judgement
involved
in
assessing the carrying value of the exploration
expenditure and whether an impairment may
be required; and
•
the
significance
of
the
balance
to
the
shareholders.
Our
procedures
in
relation
to
capitalised
exploration and evaluation expenditure included,
but were not limited to:
•
Reviewing
the
ownership
rights
to
the
tenements against which the expenditure is
capitalised, their expiry dates, and where
required if the expenditure commitments
were met;
•
Assessing
the
reasonableness
of
capitalising
exploration
and
evaluation
expenditure in accordance with AASB 6
Exploration
and
Evaluation
of
Mineral
Resources;
•
Testing
a
sample
of
exploration
and
evaluation expenditure items to supporting
documentation to ensure they were bona
fide payments;
•
Assessing
the
reasonableness
of
management’s
assessment
for
the
existence of impairment indicators; and
•
Reviewing
the
appropriateness
of
the
related
disclosures
in
the
notes
to
the
financial statements.
MANHATTAN CORPORATION LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
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 2024, but does not
include the financial report and our auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report (other than consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
ii)
the financial report (other than consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
iii)
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
MANHATTAN CORPORATION LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor’s report.
In.Corp Audit & Assurance Pty Ltd
Volha Romanchik
Director
30 September 2024
Opinion on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2024.
In our opinion the remuneration report of Manhattan Corporation Limited for the year ended 30 June
2024 complies with section 300A of the Corporations Act 2001.
Responsibilities for the Remuneration Report
The directors of the Group 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.
Manhattan Corporation Limited
53
2024 Annual Report to Shareholders
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 24 September 2024.
Substantial Holders
Substantial holders in the Company are set out below:
Ordinary Shares
Number held
% Units
Continental Mining Australia Pty Ltd
224,460,681
7.26
UBS Nominees Pty Ltd
190,310,768
6.15
Distribution of Share Holders
Ordinary Shares
Number of Holders
Number of Shares
1 - 1,000
87
35,095
1,001 - 5,000
113
326,264
5,001 - 10,000
79
684,710
10,001 - 100,000
812
43,721,544
100,001 and over
1,236
3,047,765,728
TOTAL
2,327
3,092,533,341
There were 1,670 holders of ordinary shares holding less than a marketable parcel.
Top Twenty Share Holders
Rank
Name
Units
% Units
1
Continental Mining Australia Pty Ltd
224,460,681
7.26
2
UBS Nominees Pty Ltd
190,310,768
6.15
3
Citicorp Nominees Pty Limited
150,379,330
4.86
4
R-Tek Group Pty Ltd
100,000,000
3.23
5
J & J Bandy Nominees Pty Ltd
90,000,000
2.91
6
Mr Jason Bontempo & Mrs Tiziana Battista
85,000,000
2.75
7
Mr Nicholas James Rowley
64,500,000
2.09
8
Bond Street Custodians Limited
50,000,000
1.62
9
Mr Malcolm Alexander Briody
50,000,000
1.62
10
BT Lithium Pty Ltd
45,000,000
1.46
11
Jalaver Pty Ltd
31,500,000
1.02
12
BNP Paribas Nominees Pty Ltd
31,245,422
1.01
13
NEWD Corp Pty Ltd
30,000,000
0.97
14
Australian Leisure Equity Pty Ltd
24,264,465
0.78
15
Charlton WA Pty Ltd
24,000,000
0.78
16
Symorgh Investments Pty Ltd
24,000,000
0.78
17
Loktor Holdings Pty Ltd
22,450,000
0.73
18
Schammer Pty Ltd Ratdog Pty Ltd
22,333,334
0.72
19
Mr Justin Albert Tremain + Mrs Sasha Tara Tremain
22,332,631
0.72
20
M & K Korkidas Pty Ltd
21,800,000
0.70
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
1,303,576,631
42.16
Total Remaining Holders Balance
1,788,956,710
57.84
Manhattan Corporation Limited
54
2024 Annual Report to Shareholders
ASX ADDITIONAL INFORMATION (Continued)
On-Market Buy Back
There is no current on-market buy back.
Voting Rights
All ordinary shares carry one vote per share without restriction.
Interests in Tenements Held
Project
Tenement
Number
Tenure
Title Holder 1
Interest %
Status of Tenure
Ponton
E28/1898
Manhattan
100
Extended
Northern Licences
EL 9202
EL 7437
EL 8691
EL 8688
Awati
Awati
Awati
Awati
100
100
100
100
Granted
Granted
Granted
Granted
Southern Licenses
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
100
100
100
100
100
100
100
100
100
100
100
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, 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
100
Granted
Note: The registered holder of the tenements is Continental Lithium Limited which is the 100% owned subsidiary
of Afro Mining Pty Ltd.