ABN 77 610 319 769
ANNUAL REPORT - 31 December 2023
Corporate Information
ABN 77 610 319 769
Directors
Mr Stephen Dennis (Non-Executive Chairman)
Mr Howard Golden (Non-Executive Director)
Mr Chris van Wijk (Managing Director)
Company Secretary
Ms Joanna Kiernan (Appointed 3 July 2023)
Registered Office
Level 1, 130 Hay Street,
SUBIACO WA 6008
Tel +61 8 9200 4960
Fax +61 8 9200 4961
Bankers
National Australia Bank
Level 14, 100 St Georges Terrace
PERTH WA 6000
Share Register
Computershare Limited
Level 11, 172 St Georges Terrace
PERTH WA 6000
Tel + 61 8 9323 2000
Fax + 61 8 9323 2033
Auditors
BDO Audit Pty Ltd
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
Website Address
www.marvelgold.com.au
ASX Code
Shares are listed on the Australian Securities Exchange (ASX) under stock code MVL.
1
Contents
Directors' report
Corporate governance statement
Auditor’s independence declaration
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor’s report
ASX additional information
3
21
22
23
24
25
27
28
51
52
56
2
Directors’ report
Marvel Gold Limited
31 December 2023
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the
Group or Company) consisting of Marvel Gold Limited (Marvel) and the entities it controlled at the end of, or during, twelve months
ended 31 December 2023. Marvel is a company limited by shares that is incorporated and domiciled in Australia.
Directors and Company Secretary
The following persons were directors of Marvel (Directors) during the twelve months ended 31 December 2023 and up to the date of
this report:
Mr Stephen Dennis (Non-Executive Chairman)
Mr Chris van Wijk (Managing Director)
Mr Howard Golden (Non-Executive Director)
Directors were in office for the entire period unless otherwise stated.
The Company Secretary is Ms Joanna Kiernan, appointed on 3 July 2023. Prior to the appointment of Ms Kiernan, Mr Stuart McKenzie
held the position of Company Secretary from January 2016 until his resignation on 3 July 2023.
Principal activities
During the period, the principal continuing activities of the Group related to project acquisitions and the exploration of the Company’s
gold exploration tenements in Mali.
Dividends
During the period, no dividends were declared or paid.
Significant changes in the state of affairs
In the opinion of the Directors there were no significant changes in the state of affairs of the Group other than those referred to in this
financial report.
Events since the end of the financial period
Subsequent to 31 December 2023:
•
•
the Managing Director Mr Chris van Wijk provided the Company with notice of his intention to resign from his executive
role as Managing Director of the Company. It has been agreed that Mr van Wijk’s termination as Managing Director and
Chief Executive Officer will take effect from 21 May 2024; and
Evolution completed a placement on 19/03/2024 at an issue price of $0.14 per share. This will further dilute the Company’s
holding in Evolution as disclosed in note 7.
Likely developments and expected results
In the opinion of the Directors, there is nothing else to report, except as outlined in the Directors’ Report, which relates to likely
developments in the operations of the Group and the expected results of those operations in financial years subsequent to 31
December 2023.
Environmental regulation
The Group’s exploration and development activities and those of its partners are subject to environmental regulations and guidelines
applicable to the tenements on which such activities are carried out. Failure to meet environmental conditions attaching to the Group’s
exploration and mining tenements could lead to forfeiture of those tenements. The Group is committed to achieving a high standard
of environmental performance. No environmental breaches have occurred or have been notified by any Government agencies during
the period ended 31 December 2023 and up to the date of this report.
3
Directors’ report
Review of operations
Results of operations
A summary of results for twelve months ended 31 December 2023 is as follows:
Net profit/ (loss) after income tax
attributable to:
Gain on dilution of investment holdings
Share of net losses of associate using the equity method
Corporate and administration costs
Employee benefits
Exploration and evaluation expenditure
Impairment of exploration and evaluation asset
Share based payments
Marvel Gold Limited
31 December 2023
12 months to
31 December 2023
$
12 months to
31 December 2022
$
(7,115,637)
(9,022,667)
230,137
(2,754,653)
(654,839)
(592,685)
(907,202)
(2,341,042)
(114,227)
1,738,362
(3,628,780)
(918,831)
(643,047)
(4,785,876)
-
(505,448)
During the 2023 financial year, the Groups’ activities were primarily focussed on assessing strategic opportunities to realise value for its
Mali exploration assets, rationalising the Company’s holding in Evolution Energy Minerals Limited (Evolution) and the evaluation of new
exploration opportunities outside of Mali.
Tabakorole Gold Project
Tabakorole is located in southern Mali and held under a joint venture with Elemental Altus Royalties plc (Altus). Marvel currently holds
a 72% interest in Tabakorole and has the right to increase its equity interest to 75% by spending a total of US$5 million prior to 17
December 2023 and then, on completion of a definitive feasibility study (DFS), Marvel can move to an 80% interest. The Altus joint
venture has been suspended since November 2022, following the closure of the Mali cadastre. As a result, Marvel’s expenditure
obligations under this joint venture have also been suspended until such a time as the cadastre re-opens and tenure to Tabakorole is
restored. For the avoidance of doubt, the expenditure period to earn 75% in the Altus joint venture will be extended for a period
commensurate with the pause in the Altus joint venture.
At Tabakorole, exploration in 2022 targeted opportunities to grow the existing Mineral Resource, which is shown in the table below.
Tabakorole is considered to exhibit attributes amenable to development, including 70% of the resource being within 150m of surface,
supporting a low-strip, open-pit scenario and with high-grade zones that may provide low-strip starter pit options. Initial metallurgical
testwork has indicated that Tabakorole is amenable to conventional processing.
Tabakorole Mineral Resource Estimate
Indicated
Inferred
Total
Mt
1.4
7.8
9.2
Au (g/t)
koz (Au)
1.2
1.2
2.4
50
310
360
Mt
1.3
16.0
17.3
Au (g/t)
koz (Au)
1.3
1.2
2.5
55
610
665
Mt
2.7
23.8
26.5
Au (g/t)
koz (Au)
1.3
1.2
2.5
105
920
1,025
Oxide
Fresh
Total
The Tabakorole exploration license expired at the end of its second renewal in June 2023. At the present time, the Malian Mining
Cadastre (Cadastre) remains closed and is not accepting new applications for licences or transfers of existing licences. The ongoing work
at the Cadastre has meant that the licence renewal process for Tabakorole has been delayed.
Kolondieba Gold Project
The Kolondieba Gold Project (Kolondieba) is located in southern Mali, approximately 60km from Tabakorole and was originally held
under a Joint Venture (JV) with Oklo Resources (now B2Gold).
4
Marvel Gold Limited
31 December 2023
Directors’ report
In January 2023, the Company completed a high-resolution Gradient Array Induced Polarisation (GAIP) geophysical survey at Kolondieba
that was focused on three standout targets that had been identified via auger drilling undertaken in June 2022. Each target had yielded
significant gold anomalism over 1km of strike length and several hundred metres across.
A key objective of the GAIP survey was to help define the special distribution of chargeability and resistivity highs, which are essentially
proxies for gold-bearing sulphides and silicification and/or quartz veining, respectively.
In April 2023, the Company reached an agreement with B2Gold Corporation (B2Gold) to acquire the remaining 20% interest in the
exploration licences held under joint venture with B2Gold, resulting in 100% ownership in Kolondieba1.
Following the satisfaction of conditions for completion of the acquisition of 100% of Kolondieba from B2Gold2, the Company entered
into earn-in and joint venture agreement with Resolute Mining Limited (Resolute) over Kolondieba in May 2023.
Under the terms of the JV Agreement, Resolute made an up-front payment of US$250,000 to the Company. The up-front payment is
subject to Marvel satisfying several conditions within 24 months. In the event these are not satisfied the upfront payment is refundable.
At the time of writing, the conditions precedent have not been either satisfied or waived.
Specifically these conditions are the following:
• Marvel obtaining the approval by the Minister of Mines of the joint venture agreement; and
•
Confirmation by such relevant Authority that this Agreement complies with the OHADA Regulations.
Resolute can earn a 51% interest by sole-funding exploration expenditure of US$750,000 at Kolondieba in the next 24 months.
Resolute can earn a further 19% by electing to sole-fund exploration expenditure of US$4,000,000 in the 36 months following its
election to do so.3
Figure 1. Gradient Array Induced Polarisation Survey4
1 Completion of the acquisition and the transfer of the licences to the Company is subject to the Mali Cadastre resuming normal operations.
2 Subject to transfer of the JV exploration Licenses from B2Gold.
3 ASX announcement 30 May 2023
4 ASX announcement 19 January 2023
5
Marvel Gold Limited
31 December 2023
Directors’ report
Yanfolila Gold Project
The Yanfolila Gold Project (Yanfolila) is located in southern Mali and was originally held under a JV with Oklo resources (now B2Gold).
During the financial year, the Company reached an agreement with B2Gold to acquire the remaining 20% interest in the exploration
licences held under joint venture with B2Gold, resulting in 100% ownership in Yanfolia.5
The non-cash acquisition of the remaining 20% interest in the JV exploration licences enhances the prospects of a transaction being able
to achieved on these licences, a course of action the Company is pursuing.
Figure 2. Yanfolila airborne magnetics with historical soils6
An auger drilling program was undertaken at Yanfolia in the December 2022 quarter, with results received in January 2023. The 872
hole, 10,586m program was conducted across three broad target zones, including the area hosting the Solona prospect which hosts
known mineralisation and extensive artisanal gold workings targeting stockwork quartz veins.
The Solona target area (Solona North Extended and Solona West, as shown in Figure 3) returned 34 holes containing ≥0.1 g/t Au gold,
including 5 holes that returned values ≥0.5 g/t Au, with a peak value of 1.8 g/t Au.7 Significantly, the auger drilling suggests that ore-
grade mineralisation may extend along strike beyond the limits of the currently known mineralisation at Solona and that another gold-
mineralised system parallel with the Solona prospect is located approximately 500m to its north-west and which remains open to the
north-west.
5 Completion of the acquisition and the transfer of the licences to the Company is subject to the Mali Cadastre resuming normal operations.
6 ASX announcement 10 May 2022
7 ASX announcement 12 January 2023
6
Directors’ report
Marvel Gold Limited
31 December 2023
Figure 3. Yanfolia auger drilling results8
Tenement Schedule
Tenement
PR15/758 – Tabakorole1
PR16/837 – Sirakourou2
PR19/1057 –
Solagoubouda2
PR21/1216 – Sirakoroble
Sud1
PR21/1215 - Npanyala1
Sirakourou Sud
PR17/879 – Kolondieba2
PR16/803 – Kolondieba
Nord2
PR17/875 – Yanfolila2
PR16/802 – Yanfolila Est2
Ownership
70%
100%
100%
70%
70%
100%
100%
100%
100%
100%
8 ASX announcement 10 May 2022
Project
Tabakorole
Tabakorole
Tabakorole
Tabakorole
Tabakorole
Tabakorole
Kolondieba
Kolondieba
Yanfolila
Yanfolila
7
Location
Mali
Mali
Mali
Mali
Mali
Mali
Mali
Mali
Mali
Mali
Status
Expired June 2023
Under renewal
Under renewal
1st renewal due 02-
Dec-2024
1st renewal due 25-
Nov-2024
Granted, pending
receipt
2nd renewal due 10-
Aug-2023
Under renewal
2nd renewal due 22-
Aug-2023
Under renewal
Marvel Gold Limited
31 December 2023
Directors’ report
Mali Cadastre
The Tabakorole exploration licence expired at the end of its second renewal in June 2023. Since November 2022, the Malian Mining
Cadastre (Cadastre) has not accepted new tenement applications or processed tenement renewals or transfers. As a result of the ongoing
work at the Cadastre, the licence renewal process for Tabakorole and the process to transfer licences from B2Gold to the Company has
been delayed until such time as the Cadastre reopens.
All the Company’s licences are currently compliant in terms of statutory reporting requirements and ultimately the Company remains
confident that when the Cadastre recommences accepting licence applications, title to Tabakorole can be renewed and the other permits
can be renewed or transferred as necessary.
As a result of the ongoing Cadastral review in Mali, the Company restructured its operations and reduced its workforce accordingly.
Mali Mining Code
In August 2023, Mali adopted a new Mining Code (Code) that amongst other things, increases State and private Malian interests in new
projects. The new Code now allows the Government to take a 10% stake in mining projects and the option to buy an additional 20%
within the first two years of commercial production. A further 5% stake could be ceded to locals, taking state and private Malian interests
in new projects to a maximum level of 35%.
Corporate
Business Development
During the financial year, the Company evaluated various exploration opportunities outside of Mali, which have the potential to provide
a future avenue of long-term, sustainable growth for the Company. The Company has been primarily focussed on identifying greenfield
opportunities with a priority on gold and base metal projects, and has conducted detailed due-diligence on a number of potential
projects. This process is ongoing and The Company looks forward to updating shareholders of any developments with respect to this
process in accordance with its continuous disclosure obligations.
Share Placement
In May 2023, the Company successfully raised $1.9 million through the placement of 158,333,333 million shares to existing and new
professional and sophisticated investors at $0.012 per share (Placement). Proceeds from the Placement were primarily used to fund
business development initiatives, with a particular focus on identifying new exploration assets and opportunities for the Company
outside of Mali and for general working capital.
Shareholding in Evolution Energy Minerals
Pursuant to the completion of a spin out of the Chilalo Graphite Project and an initial public offering and listing on ASX of Evolution in
November 2021, Marvel was issued and retained 50,000,000 ordinary shares in Evolution (Evolution Shares). The Evolution Shares were
subject to ASX imposed escrow to 16 November 2023 under Listing Rule 9.1(b) and Appendix 9B of the Listing Rules. The Evolution Shares
were released from escrow in November 2023, and at Evolution’s closing share price of A$0.14 on 31 December 2023, the Evolution
shares held by the Company have a market value of A$7 million.
The Company intends to dispose of the Evolution Shares when circumstances permit, and as the Evolution Shares are no longer subject
to any escrow restriction , no further approvals are necessary to conduct a sale of these shares.
Share Sale Facility
In October 2023, Marvel announced that it established a Share Sale Facility for holders of Unmarketable Parcels of shares in the Company
(Facility). The Facility was completed in December 2023, with a total of 624 shareholders holding 9,146,034 shares participated in the
Facility. The shares were sold at an average price of $0.09 each by Canaccord Genuity.
Business Risks
The Company is subject to a number of risks. The Company regularly reviews the possible impact of these risks and seeks to minimise
this impact through a commitment to its corporate governance principles and its various risk management functions. The Company
makes every effort to identify material risks and manage these effectively. This section does not attempt to provide an exhaustive list of
risks faced by the Company or its investors, nor are they in any order of significance.
8
Marvel Gold Limited
31 December 2023
Directors’ report
The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are,
however, highly unpredictable and the extent to which the Board can effectively manage them is limited.
Liquidity and Capital Management
The Company requires capital for ongoing exploration and potential acquisitions. The Company’s ability to operate its business and
effectively implement its business plan over time will depend in large part on its ability to raise capital in the equity markets.
Market risk
The commodity prices highly dependent on a variety of factors, including, among other things, international supply and demand, actions
taken by governments, and global economic and political developments. The Company monitors these factors closely manage such
market risks.
Mineral Resources and Ore Reserves
The Company’s estimates of Mineral Resources and Ore Reserves are estimates of mineralisation that have reasonable prospects for
eventual economic extraction in the future, as defined by the 2012 Edition of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves (JORC Code). These estimates are an expression of judgement based on knowledge, experience and
industry practice when originally calculated. Evolution engages reputable, independent specialist to undertake the estimation of Mineral
Resources and Ore Reserves at Chilalo.
Health, Safety, Environment and Community
International standards and environmental regulations in Mali impose significant obligations on companies that conduct the exploration
for and mining and processing of minerals.
While the Company’s operating activities have involve exploration and pre-development works, it is fully aware of the safety risks
associated with those activities and has implemented appropriate safety management protocols and procedures.
The Company’s activities may cause issues or concerns with the local communities in connection with, among other things, the potential
effect on the environment as well as other social impacts relating to employment, local infrastructure and community development. The
Company continues to work with the local communities to ensure that it retains a sound relationship with those communities based on
transparency, trust and mutual respect.
Sovereign Risk
Through its interests (direct and indirect) in Mali and Australia, The Company’s activities could be affected by political instability and /
or regulatory changes in those countries.
Key Personnel and Labour Market Risk
The Company has a number of key management personnel on whom it depends on to manage and run its business. From time to time,
the Company will require additional key personnel. The Company recognises the importance of attracting and retaining key personnel,
particularly given the remoteness of the Company’s exploration permits and adopts an approach to remuneration and working
conditions to manage key personnel related risks.
9
Directors’ report
Information on Directors
Marvel Gold Limited
31 December 2023
Mr Stephen Dennis – Non-Executive Chairman – appointed 4 March 2016
Experience and expertise
Other current directorships
Former directorships in the last 3 years
Special responsibilities
Interests in shares and options
Stephen Dennis has been actively involved in the mining industry for over 30 years.
He has held senior management positions at a number of Australian resources
companies and was previously the Chief Executive Officer and Managing Director of
CBH Resources Limited, the Australian subsidiary of Toho Zinc Co., Ltd of Japan.
Rox Resources Limited (Non-Executive Chairman)
LeadFx Inc. (Non-Executive Chairman)
Heron Resources Limited (Non-Executive Chairman)
Burgundy Diamond Mines Ltd. (Non-Executive Chairman)
Kalium Lakes Limited (Non-Executive Chairman)
Chairman
Ordinary shares
Unlisted Options
7,000,000
5,300,000
Mr Chris van Wijk – Executive Director - appointed 17 June 2020 – Managing Director – appointed 24 January 2022
Experience and expertise
Chris Van Wijk is an experienced geologist, who specialises in project evaluation and
generation. Chris brings a wealth of relevant experience including base metal and
gold exploration in Africa, Europe, the Americas and Australia as well as joint
venture management and project evaluation for major mining companies including
BHP, IAMGOLD, First Quantum Minerals and Fortescue Metals Group. Chris has
managed various successful exploration projects including the Scoping Study at
Mont Nimba in Guinea for BHP Billiton and the resource drilling at First Quantum’s
Sentinel Project in Zambia.
Nil
Indiana Resources Limited (Managing Director)
Wia Gold Limited (Non-Executive Director)
Nil
Ordinary shares
Unlisted options
2,819,230
10,596,154
Other current directorships
Former directorships in the last 3 years
Special responsibilities
Interests in shares and options
Mr Howard Golden – Non-Executive Director – appointed 24 November 2022
Experience and expertise
Other current directorships
Former directorships in the last 3 years
Special responsibilities
Interests in shares and options
Howard Golden has over 40 years of experience in the mining industry, across six
continents, having played a pivotal role in the discovery of the Syama, Oyu Tolgoi,
Agbaou and West Musgrave ore deposits. Howard has held senior executive roles
with major listed companies, including Nordgold, Rio Tinto, Kinross Gold Corporation,
WMC Resources and BHP Minerals. Howard has a proven global track record of
exploration success, leading multi-disciplined exploration programs in different
climates, conditions and regulatory regimes.
Nil
Nil
Nil
Ordinary shares
Unlisted options
10
231,002
4,000,000
Marvel Gold Limited
31 December 2023
Directors’ report
Information on Company Secretary
Joanna Kiernan – Company secretary – Appointed 3 July 2023
Experience and expertise
Ms Kiernan is a governance professional with over 18 years’ experience in the
operation and administration of publicly listed companies, primarily in the resources
sector. Ms Kiernan has held the role of Company Secretary for numerous ASX, AIM
and SGX listed companies. Ms Kiernan is currently Company Secretary of Asara
Resources Limited.
Stuart McKenzie LLB, Bec. (Hons.), AGIA, ACIS – Company secretary – resigned 3 July 2023
Experience and expertise
Meetings of Directors
Mr McKenzie has over 30 years of experience in senior commercial roles. He was
previously Company Secretary with Anvil Mining Limited for six years, prior to which
he held senior positions with Ok Tedi Mining Limited, Ernst and Young and HSBC.
Stuart is the current company secretary of Evolution Energy Minerals Limited and Wia
Gold Limited.
The number of meetings of the Company’s Directors held during the twelve months ended 31 December 2023 and the number of
meetings attended by each Director is shown below:
S Dennis
C van Wijk
H Golden
Meetings of Directors
Meetings held during tenure
Attended
9
9
9
9
9
7
As at the date of this report, there is no audit and risk committee or remuneration committee. The Board has determined that given
the size and composition of the Board and the scale of the Company’s activities, the functions of those committees ought to be
performed by the Board. For further information, please see the Company’s Corporate Governance Statement.
Remuneration report (audited)
(a)
Key management personnel covered in this report
This Remuneration Report sets out information relating to the remuneration of the key management personnel (KMP) of the Group
during the twelve months ended 31 December 2023. KMP are defined as those persons having authority and responsibility for planning,
directing and controlling the activities of the Company and Group, directly or indirectly. The KMP for the twelve months ended 31
December 2023 are as set out below.
Non-Executive and Executive Directors
Name
S Dennis
C van Wijk
H Golden
Other KMP
Name
J Kiernan
S McKenzie
C Knee
Position
Non-Executive Chairman
Managing Director
Non-Executive Director
Position
Company Secretary (appointed 3 July 2023)
Company Secretary (resigned 3 July 2023)
Chief Financial Officer
11
Directors’ report
(b)
Statutory key performance measures
The Company aims to align executive remuneration to its strategic and business objectives and the creation of shareholder wealth. The
table below shows measures of the Group’s financial performance over the last five years as required by the Corporations Act 2001.
These are not necessarily consistent with the measures used in determining the variable amounts of remuneration to be awarded to
KMPs, as outlined in (c) below. As a consequence, there may not always be a direct correlation between the statutory key performance
measures and the variable remuneration awarded.
Marvel Gold Limited
31 December 2023
Company performance metric
Company share price (ASX:MVL)
31
December
2023
$0.012
31
December
2022
$0.026
6 months
ended 31
December
2021
$0.062
30 June 2021 30 June 2020 30 June 2019
$0.039
$0.052
$0.156
Company (loss) / profit after tax
(7,115,637)
(9,022,667)
10,260,430
(8,997,070)
(7,486,841)
(8,049,751)
Company exploration expense
907,202
4,785,876
2,797,585
6,276,412
3,461,198
4,231,952
(c)
Remuneration policy and link to performance
The Group’s approach to remuneration is designed to attract and retain key executive talent, recognise the individual contributions of
the Group’s people, and motivate them to achieve strong performance aligned to the business strategy, whilst discouraging excessive
risk taking.
In summary, the Group’s approach to remuneration is to:
•
•
•
•
•
•
Provide remuneration that is competitive and consistent with market standards;
Align remuneration with the Company’s overall strategy and shareholder interests;
Reward superior performance within an objective and measurable incentive framework;
Ensure that executives understand the link between individual reward and Group and individual performance;
Be at a level acceptable to shareholders; and
Apply sufficiently flexible remuneration practices that enable the Company to respond to changing circumstances.
Remuneration policy for the twelve months ended 31 December 2023
All Executive KMP remuneration was comprised of the following:
•
Fixed (base remuneration):
o
o
Contractual salary; and
Legislated superannuation guarantee (11% of gross salary for 2023).
•
At risk component:
o
o
Short term incentives (STI) – the company has paused the issue of STI’s and did not issue any during 2023. During the
2023 financial year, the Groups’ activities were primarily focussed on assessing strategic opportunities to realise value
for its Mali exploration assets and the evaluation of new exploration opportunities outside of Mali. Once this transition
is complete the STI program will be re-implemented.
Long term incentives (LTI) – As with STI’s the issue of LTI’s has been paused. Although there have been no new issues
of LTI’s, there are a number of historical LTI’s held by staff that are due to vest in July 2024 and are subject to total
shareholder return against a peer group of companies.
Element
Base (fixed)
remuneration
Purpose
Provide a market
competitive salary,
including
superannuation.
Performance metrics
Nil
Potential value
Within industry averages for the
position’s required skill and
experience. Third party advice is
sought periodically to ensure these
are at or close to market median.
12
Directors’ report
(d)
Contractual arrangements with executive KMPs
Marvel Gold Limited
31 December 2023
Component
Fixed remuneration
Contract duration
Notice by individual
Notice by Company
Managing Director
$150,000 plus superannuation.1 $52,800 - $79,200 inclusive of superannuation. Other KMP
are contractors and charge on a fixed fee per month basis.
Services agreement
Other KMP - Senior executives
Services agreement
3 months
3 months
3 months
3 months
Termination of employment
(with or without cause)
Unvested options to be automatically forfeited unless the Board determines in its discretion to
vest some or all of the options.
1 Mr van Wijk’s fixed remuneration was reduced from $280,000 to $150,000 on 1 November 2023.
(e)
Non-Executive Director arrangements
Non-Executive Directors receive an annual fee, paid monthly. No cash compensation other than the annual fee (including
superannuation) was paid to Directors for the twelve months ended 31 December 2023. Mr Howard Golden was issued 4,000,000
options with an exercise price of $0.04 during the year. As the Company is not of sufficient size to have separate audit and remuneration
committees, no additional fees are paid in connection with the provision of these services.
Non-Executive Director fees are reviewed annually by the Board taking into account comparable roles and market data. Directors’ fees
will next be reviewed in July 2024, with no changes made in the twelve months ended 31 December 2023. Annual Directors’ fees were
approved by shareholders on 25 February 2016 with a maximum pool of $250,000 per year available for Non-Executive Directors. Fees
for the financial year are as follows:
• Non-Executive Chairman – $60,000 plus superannuation
• Non-Executive Directors – $40,000 incl. superannuation
All Non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment which summarises
the key terms and conditions of the Non-Executive Director’s appointment.
(f)
Remuneration expenses for key management personnel
The following table shows details of the remuneration expense recognised for the Group’s KMP for the current financial period
measured in accordance with the requirements of the accounting standards:
13
Marvel Gold Limited
31 December 2023
Directors’ report
For the 12 months ended 31 December 2023
Fixed remuneration
Variable
Total
Annual and
long service
leave
Post-
employment
benefits
STI / LTI share
based
payment
Cash salary
Performance
based
remuneration
%
60,000
36,036
-
-
6,600
3,964
-
14,085
258,334
20,827
26,548
14,050
36,000
26,400
52,800
-
35,847
26,642
-
-
-
-
4,250
4,250
373,534
83,316
26,548
22,550
96,036
-
10,564
14,050
469,570
83,316
37,112
36,635
-
26%
4%
-
6%
5%
-
-
-
66,600
54,085
319,759
36,000
66,497
83,692
505,948
120,685
626,633
Name
Non-
executive
directors
S Dennis
H Golden
Executive
directors
C van Wijk1
Other KMP
J Keirnan
S McKenzie
C Knee
Total
executive
and other
KMP
Total NED
remuneration
Total KMP
remuneration
expensed
1 Mr van Wijk’s fixed remuneration was reduced from $280,000 to $150,000 per annum on the 1 November 2023.
14
Marvel Gold Limited
31 December 2023
Directors’ report
For the 12 months ended 31 December 2022
Fixed remuneration
Variable
Total
Cash salary
Annual leave
Post-
employment
benefits
STI / LTI share
based
payment
Performance
based
remuneration
%
60,000
3,333
36,663
29,205
298,333
23,333
69,120
69,120
-
-
-
-
-
58,704
-
-
6,150
-
-
3,180
-
2,334
-
-
-
-
-
-
148,224
200,720
35,780
35,780
459,906
58,704
2,334
420,505
129,201
-
9,330
-
589,107
58,704
11,664
420,505
-
-
-
-
33%
70%
34%
34%
-
-
-
66,150
3,333
36,663
32,385
446,558
285,091
104,900
104,900
941,449
138,531
1,079,980
Name
Non-
executive
directors
S Dennis
H Golden
A Pardey
P Hoskins1
Executive
directors
C van Wijk
P Hoskins1
Other KMP
S McKenzie
C Knee
Total
executive
and other
KMP
Total NED
remuneration
Total KMP
remuneration
expensed
1 Mr Hoskins was Managing Director up to 24 January 2022 then non-executive director until resignation on 13 October 2022.
15
Marvel Gold Limited
31 December 2023
Directors’ report
(g)
Other KMP transactions
There were no other transactions with related parties during the 2023 financial year.
Relative proportions of fixed and variable remuneration expense
The following table shows the relative proportions of remuneration that are linked to performance and those that are fixed, based on
the amounts disclosed as statutory remuneration expense above:
Name
Managing Director
C van Wijk
Other KMP
J Keirnan
S McKenzie
C Knee
31 December 2023
31 December 2022
Fixed
remuneration
At risk
remuneration -
STI / LTI
Fixed
remuneration
At risk
remuneration -
STI / LTI
96%
100%
94%
95%
4%
-
6%
5%
67%
-
66%
66%
33%
-
34%
34%
Performance based remuneration granted and forfeited
The remuneration of KMPs was approved by the Board in August 2021. As at 31 December 2022 KMP had 7,238,578 options, the vesting
of which is subject to Board approved with performance criteria. On 17 February 2023 and 29 June 2023 a total of 963,000 were
exercised after being vested by the Board. As at 31 December 2023 KMP had 6,275,578.
Options
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are as follows:
Grant date
Vesting date
Expiry date
27-Aug-21
25-Nov-21
19-May-23
1-Jul-24
1-Jul-24
19-May-23
27-Aug-26
25-Nov-26
19-May-26
Exercise
price
Nil
Nil
$0.04
Value per
option at
grant date
$0.065
$0.065
$0.0064
Performance
achieved
% Vested
Vesting
criteria
-
-
N/A
-
-
100%
See LTI below
See LTI below
Nil
LTIs – Vesting criteria
•
•
Completion of a Tabakorole feasibility study, obtaining environmental approvals and any other work sufficient for grant of an
exploitation permit (ML), or other type of renewal in 2023 (must result in ML or other renewal); and
Relative Total Shareholder Return (TSR) measure verses a peer group of companies. The options will vest in accordance with a
ranking against the selected group as follows:
Marvels relative TSR
Portion of options that vest
Top 4
5-8
9-10
11-16
100%
75%
50%
0%
16
Directors’ report
Marvel Gold Limited
31 December 2023
The number of options over ordinary shares in the Company provided as remuneration to KMP is shown below. The options carry no dividend or voting rights. When exercisable, each option is convertible
into one ordinary share of the Company.
Reconciliation of options 2023
Balance at 1 January 2023
Name and Grant
dates
Vested and
exercisable
Unvested
Granted as
compensation
Exercise price
Number
Vested
S Dennis
20-Jul-20
20-Jul-20
20-Jul-20
25-Nov-21
1,150,000
575,000
575,000
3,000,000
H Golden
19-May-23
-
C van Wijk
20-Jul-20
20-Jul-20
20-Jul-20
25-Nov-21
25-Nov-21
S McKenzie
C Knee
20-Jul-20
20-Jul-20
20-Jul-20
27-Aug-21
27-Aug-21
20-Jul-20
20-Jul-20
20-Jul-20
27-Aug-21
27-Aug-21
4,375,000
2,187,500
2,187,500
600,000
-
1,575,000
787,500
787,500
181,500
-
1,575,000
787,500
787,500
181,500
-
-
-
-
-
-
-
-
-
-
1,846,154
-
-
-
-
558,462
-
-
-
-
558,462
%
-
-
-
-
-
-
-
-
$0.035
$0.060
$0.100
$0.065
-
-
-
-
4,000,000
$0.04
4,000,000
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.035
$0.060
$0.100
-
-
$0.035
$0.060
$0.100
-
-
$0.035
$0.060
$0.100
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 Exercised on 17/02/2023 with a value per option of $0.021 as at that date. These were zero exercise price options .
2 Exercised on 29/06/2023 with a value per option of $0.011 as at that date. These were zero exercise price options .
17
Exercised
Forfeited / expired
Number
%
Balance at 31 December 2023
Vested and
exercisable
Unvested
-
-
-
-
-
-
-
-
(600,000)
-
-
-
-
(181,500)
-
-
-
-
(181,500)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,150,000
575,000
575,000
3,000,000
4,000,000
4,375,000
2,187,500
2,187,500
-
-
1,575,000
787,500
787,500
-
-
1,575,000
787,500
787,500
-
-
-
-
-
-
-
-
-
-
-
1,846,154
-
-
-
-
558,462
-
-
-
-
558,462
Directors’ report
Shareholdings
Marvel Gold Limited
31 December 2023
Name
Balance at start of
period
Resignation of
KMP
Exercise of options
Other changes
during the period1
Balance at end of
the period
S Dennis
C van Wijk
H Golden
S McKenzie
C Knee
1 Shares purchased.
4,857,117
1,200,000
-
1,428,129
544,372
-
-
-
(1,609,629)
-
-
600,000
-
181,500
181,500
2,142,883
1,019,230
231,002
-
-
7,000,000
2,819,230
231,002
-
725,872
None of the shares in the above table are held nominally by the Directors or by any of the other KMP.
Loans to KMP
There were no loans made to Directors or KMP.
Reliance on external remuneration consultants
In performing its role, the Board may seek advice from independent remuneration consultants where appropriate, to make
recommendations as to the nature and amount of remuneration payable to KMPs. Remuneration consultants are engaged by, and
report directly to the Board. In the twelve months ended 31 December 2023, the Board did not engage an independent remuneration
consultant to review the Company’s remuneration structure. Having considered publicly available information on the remuneration
practices of peer group companies, the Board believes that current remuneration arrangements are appropriate.
Voting of shareholders at last year’s Annual General Meeting
The Group received 97.37% votes for its remuneration report for the 31 December 2023 financial year. The Company did not receive
any specific feedback at the AGM or throughout the year on its remuneration practices.
END OF REMUNERATION REPORT (audited)
Shares under option
Unissued ordinary shares
Shares under option that formed part of remuneration at the date of this report are as follows:
Grant date
Expiry date
Exercise price
Options
Vested and
exercisable
20-Jul-20
20-Jul-20
20-Jul-20
27-Aug-21
27-Aug-21
27-Aug-21
25-Nov-21
25-Nov-21
25-Nov-21
19- May-23
Total
29-Jul-24
29-Jul-24
29-Jul-24
27-Aug-24
27-Aug-24
27-Aug-26
25-Nov-26
25-Nov-24
25-Nov-24
19-May-26
$0.035
$0.060
$0.100
Nil
$0.060
Nil
Nil
Nil
$0.065
$0.040
18,050,000
18,050,000
9,025,000
9,025,000
890,383
3,250,000
1,116,924
1,846,154
812,500
6,000,000
4,000,000
54,015,961
9,025,000
9,025,000
890,383
3,250,000
Nil
Nil
812,500
6,000,000
4,000,000
51,052,883
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
18
Marvel Gold Limited
31 December 2023
Directors’ report
Insurance of officers and indemnities
Marvel’s constitution allows the Company to indemnify each Director or officer of the Company, to the extent permitted by law, against
liability incurred in or arising out of the conduct of the business of the Company or the discharge of the duties of the Directors or
officers.
The Group has granted indemnities under deeds of indemnity with its current Directors and officers. In conformity with the constitution,
each deed of indemnity indemnifies the relevant Director or officer to the full extent permitted by law. Where applicable, each deed of
indemnity indemnifies the relevant Director, officer or employee to the fullest extent permitted by law for liabilities incurred whilst acting
as a director, officer or employee of the Company, any of its related bodies corporate and any outside entity, where such an office is held
at the request of the Company.
The Group has a policy that it will, as a general rule, support and hold harmless an employee who, while acting in good faith, incurs
personal liability to others as a result of working for the Group.
No indemnity has been granted to an auditor of the Group in their capacity as auditors of the Group.
During the period, the Group paid insurance premiums (inclusive of fees and charges) in respect of directors’ and officers’ liability
insurance of $49,975 (December 2022: $124,677) (ex goods and services tax (GST)).
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against officers
in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection
with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or
the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause
detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs
and those relating to other liabilities.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
No proceedings have been brought, or intervened in, on behalf of the Company with leave of the Court under section 237 of the
Corporations Act 2001.
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise
and experience with the Company and/or the Group are important.
Details of the amounts paid or payable to the auditor (BDO Audit Pty Ltd) for audit and non-audit services provided during the period
are set out in note 21.
The Board has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard
of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services
by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
•
All non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor;
and
• None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for
Professional Accountants.
Auditor independence
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 20.
19
Marvel Gold Limited 31 December 2023 Directors’ report 20 Annual Statement of Ore Reserves and Mineral Resources – Tabakorole Mineral Resource Estimate Indicated Inferred Total Mt Au (g/t) koz (Au) Mt Au (g/t) koz (Au) Mt Au (g/t) koz (Au) Oxide 1.4 1.2 50 1.3 1.3 55 2.7 1.3 110 Fresh 7.8 1.2 310 16.0 1.2 610 23.8 1.2 915 Total 9.2 1.2 360 17.3 1.2 665 26.5 1.2 1,025 Competent persons’ statements The information in the annual report that relates to the Mineral Resources at the Tabakorole Gold Project is based on information compiled by Mr Brian Wolfe, Principal Consultant of International Resource Solutions Pty Ltd which provides consulting services to the Company. Mr. Wolfe is a Member of the Australian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration and to the activity which has been undertaken to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). An entity associated with Mr Wolfe has a minor shareholding in the company. Mr. Wolfe consents to the inclusion in the presentation of the matters based on his information in the form and context in which it appears. The information in this annual report that relates to exploration results at Tabakorole is based on information compiled by the Company and reviewed by Mr Chris van Wijk, in his capacity as an Executive Director - Exploration of Marvel Gold Limited. Mr. van Wijk is a Member of the AUSIMM and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 JORC Code. Mr. van Wijk consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears Ore Reserves and Mineral Resources Governance Marvel reviews its Mineral Resource and Ore Reserve estimates on an annual basis. The Annual Statement of Mineral Resources and Ore Reserves is prepared in accordance with the JORC Code 2012 and the ASX Listing Rules. Competent Persons named by the Company are members of the Australian Institute of Mining and Metallurgy and/or the Australian Institute of Geoscientists and qualify as Competent Persons as defined under the JORC Code 2012. The Company engages external consultants and Competent Persons to prepare and calculate estimates of its Mineral Resources and Ore Reserves. These estimates and underlying assumptions are reviewed by the Directors and management for reasonableness and accuracy. The results of the Mineral Resource and Ore Reserve estimates are then reported in accordance with the JORC Code 2012 and the ASX Listing Rules. Where material changes occur to a project during the period, including the project’s size, title, exploration results or other technical information, previous resource estimates and market disclosures are reviewed for completeness. The Company reviews its Mineral Resources and Ore Reserves as at each year end and where a material change has occurred in the assumptions or data used in previously reported Mineral Resources and Ore Reserves, a revised estimate will be prepared as part of the annual review process. This report is made in accordance with a resolution of the Directors. Stephen Dennis Chairman of the Board PERTH On the 27th day of March 2024 Corporate governance statement
Marvel and the Board are committed to achieving and demonstrating the highest standards of corporate governance. Marvel has
reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (4th edition) published
by the ASX Corporate Governance Council.
The 2023 corporate governance statement is dated as at 31 December 2023 and reflects the corporate governance practices in place
throughout the 2023 financial year. The 2023 corporate governance statement was approved by the Board on 27 March 2024. A
description of the Group's current corporate governance practices is set out in the Group's corporate governance statement which can
be viewed on the Company’s website at www.marvel gold.com.au/corporate-governance/.
Marvel Gold Limited
31 December 2023
21
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF MARVEL GOLD LIMITED
As lead auditor of Marvel Gold Limited for the year ended 31 December 2023, I declare that, to the
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Marvel Gold Limited and the entities it controlled during the period.
Dean Just
Director
BDO Audit Pty Ltd
Perth
27 March 2024
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form
part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Consolidated statement of profit or loss and other comprehensive income
for the period ended 31 December 2023
Marvel Gold Limited
31 December 2023
Notes
31 December 2023
$
31 December 2022
$
Continuing operations
Other income
Gain on dilution of investment holdings
Impairment of exploration asset
Exploration and evaluation expenses
Corporate and administration expenses
Business development and marketing
Employee benefits
Share based payments
Other expenses
Share of net losses of associate using the equity method
(Loss) /profit before income tax for the year
Income tax expense
(Loss) /profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Total comprehensive (loss) / profit for the year after income
tax
Net (loss) /profit is attributable to:
Owners of Marvel Gold Limited
Non-controlling interest
(Loss) /profit for the year
Total comprehensive (loss) /profit is attributable to:
Owners of Marvel Gold Limited
Non-controlling interest
Total comprehensive (loss) / profit for the year
1(a)
7
6
1(b)
20(b)
7
3
24,934
230,137
(2,341,042)
(907,202)
(654,839)
(5,000)
(592,685)
(114,227)
(1,060)
(2,754,653)
(7,115,637)
-
(7,115,637)
19,964
1,738,362
(227,811)
(4,785,876)
(918,831)
-
(643,047)
(505,448)
(71,200)
(3,628,780)
(9,022,667)
-
(9,022,667)
259,378
(410,350)
(6,856,259)
(9,433,017)
(7,084,763)
(30,874)
(7,115,637)
(8,209,702)
(812,965)
(9,022,667)
(6,835,140)
(21,119)
(6,856,295)
(8,533,263)
(899,754)
(9,433,017)
Earnings per share attributable to owners of the Company
Basis EPS
Diluted EPS
22
22
$
(0.01)
(0.01)
$
(0.01)
(0.01)
The above consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to
the financial statements.
23
Consolidated statement of financial position
as at 31 December 2023
Marvel Gold Limited
31 December 2023
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Non-current assets
Property, plant and equipment
Investments accounted for using the equity method
Exploration and evaluation
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Provisions
Total current liabilities
Total liabilities
Net assets / (liabilities)
EQUITY
Share capital
Non-controlling interest
Reserves
Retained earnings
Total equity
Notes
31 December 2023
$
31 December 2022
$
4
5
7
6
8
9
10
11
1,337,267
95,242
1,432,509
158,434
4,190,400
1,200,744
5,549,578
6,982,086
(111,918)
(962)
(112,880)
(112,880)
6,869,206
42,784,112
(71,267)
952,758
(36,796,397)
6,869,206
1,181,423
192,724
1,374,147
292,778
6,714,916
3,714,991
10,722,685
12,096,832
(208,020)
(63,574)
(271,594)
(271,594)
11,825,238
40,974,185
(87,962)
1,848,774
(30,909,759)
11,825,238
The above consolidated statement of financial position is to be read in conjunction with the notes to the financial statements.
24
Consolidated statement of changes in equity
for the year ended 31 December 2023
Marvel Gold Limited
31 December 2023
Balance at 31 December 2021
35,765,636
126,420
2,453,512
322,698
(23,613,103)
15,055,163
Notes
Contributed equity
$
Foreign currency
translation reserve
$
Share based
payment reserve
$
Non-controlling
interest
$
Retained earnings
/ (Accumulated
losses)
$
Total equity
$
-
-
-
-
-
505,448
(913,046)
2,045,914
(812,965)
(86,790)
(899,755)
(8,209,702)
-
(8,209,702)
(9,022,667)
(410,350)
(9,433,017)
-
489,095
-
-
-
-
913,046
5,208,549
489,095
505,448
-
(87,962)
(30,909,759)
11,825,238
Total comprehensive loss for the period:
Loss for the period
Foreign exchange translation differences
Total comprehensive loss for the period
-
-
-
-
(323,560)
(323,560)
Transactions with owners in their capacity as
owners:
Issue of shares net of transaction costs
9(b)
5,208,549
Transactions with non-controlling interest
Employee share scheme - value of employee
services
Employee options lapsed
Balance at 31 December 2022
10
10
-
-
-
-
-
-
-
40,974,185
(197,140)
25
Consolidated statement of changes in equity
for the year ended 31 December 2023
Marvel Gold Limited
31 December 2023
Balance at 31 December 2022
40,974,185
(197,140)
2,045,914
(87,962)
(30,909,759)
11,825,238
Notes
Contributed equity
$
Foreign currency
translation reserve
$
Share based
payment reserve
$
Non-controlling
interest
$
Retained earnings
/ (Accumulated
losses)
$
Total equity
$
Total comprehensive loss for the period:
Loss for the period
Foreign exchange translation differences
Total comprehensive loss for the period
Transactions with owners in their capacity as
owners:
-
-
-
-
249,623
249,623
Issue of shares net of transaction costs
9(b)
1,786,000
Transactions with non-controlling interest
Employee share scheme - value of employee
services
Options issued as part of capital raise
Cancellation of deferred consideration
Employee options forfeited
Employee options exercised
Balance at 31 December 2023
20(b)
10
10
10
10
-
-
(52,495)
-
-
76,422
42,784,112
-
-
-
-
-
-
-
52,483
-
-
-
-
-
114,227
52,495
(1,040,000)
(195,939)
(76,422)
900,275
(30,874)
9,755
(21,119)
(7,084,763)
-
(7,084,763)
(7,115,637)
259,378
(6,856,259)
-
37,814
-
-
-
-
-
-
1,786,000
(37,814)
-
-
1,040,000
195,939
-
-
114,227
-
-
-
-
(71,267)
(36,796,397)
6,869,206
The above consolidated statement of changes in equity should be read in conjunction with the notes to the financial statements.
26
Consolidated statement of cash flows
for the period ended 31 December 2023
Marvel Gold Limited
31 December 2023
Cash flows from operating activities
Payments to suppliers and employees
Payment of exploration expenditure
Net cash (outflow) from operating activities
12
(1,217,527)
(945,624)
(2,163,151)
(1,521,408)
(5,517,138)
(7,038,546)
Notes
31 December 2023
$
31 December 2022
$
Cash flows from investing activities
Proceeds from the demerger
Proceeds from joint venture receipt
Proceeds from the sale of property, plant and equipment
Payment for property, plant and equipment
Net cash inflow from investing activities
Cash flows from financing activities
Proceeds from the issue of ordinary shares
Share issue transaction costs
Net cash inflow from financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the period
4
-
376,993
130,041
-
507,034
1,900,000
(142,568)
1,757,432
101,315
1,181,423
54,529
1,337,267
1,000,000
-
-
(19,000)
981,000
5,282,395
(73,846)
5,208,549
(848,997)
1,954,578
75,842
1,181,423
The above consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements.
27
Notes to the financial statements
1.
(a)
Income and expenses
Other income
Recharges
Other income
Marvel Gold Limited
31 December 2023
31 December 2023
$
7,221
17,713
31 December 2022
$
12,554
7,410
24,934
19,964
In January 2022 the Company entered into a Shared Services Agreement with Evolution and Wia Gold Limited. Under this arrangement
Marvel provide minor office services. This agreement was terminated during the year.
(b)
Employee benefits
Salaries
Salaries – Technical and exploration1
Superannuation
Changes in leave provisions
31 December 2023
$
877,940
(316,608)
10,649
20,704
31 December 2022
$
1,282,266
(622,834)
11,664
(28,049)
592,685
643,047
1 Employee expenses above include all employee expenses of all departments in the Group. On the face of the Consolidated statement
of profit or loss and other comprehensive income, technical and exploration staff wages of $316,608 (31 December 2022: $622,834) are
included as exploration expenses. Employee benefits expense on the face of the statements therefore includes only corporate and
administrative staff.
2.
Segment information
Management has determined the operating segments based on the reports reviewed by the chief operating decision makers, being the
Directors. The Group’s reportable segments in accordance with AASB 8 are as follows:
•
•
Exploration – exploration carried out in Mali;
Corporate – management of corporate affairs.
The segments have applied the same accounting policies as applied to the Group and disclosed in note 24 of these financial statements.
Exploration
Mali
$
-
-
-
-
-
(907,202)
(2,341,042)
-
-
31-Dec-23
Corporate
$
24,934
230,137
255,071
(4,304)
(114,227)
-
-
(2,754,653)
(1,249,280)
Other income
Gain on dilution
Total income
Depreciation and amortisation
Share based payments
Exploration expenses
Impairment
Share of net losses of associate
Other expenses
Total
$
Exploration
Mali
$
-
-
-
-
-
(4,785,876)
24,934
230,137
255,071
(4,304)
(114,227)
(907,202)
(2,341,042)
(2,754,653)
(1,249,280)
31-Dec-22
Corporate
$
19,964
1,738,362
1,758,326
(12,534)
(505,448)
-
Total
$
19,964
1,738,362
1,758,326
(12,534)
(505,448)
(4,785,876)
-
-
(3,628,780)
(1,848,355)
(3,628,780)
(1,848,355)
Segment loss
(3,248,244)
(3,867,393)
(7,115,637)
(4,785,876)
(4,236,791)
(9,022,667)
Segment assets
1,354,579
5,627,507
6,982,086
3,714,991
8,381,841
12,096,832
28
Notes to the financial statements
Marvel Gold Limited
31 December 2023
Exploration
Mali
$
31-Dec-23
Corporate
$
31-Dec-22
Total
$
Exploration
Mali
$
Corporate
$
Total
$
Segment liabilities
(11,252)
(101,628)
(112,880)
(9,277)
(262,317)
(271,594)
Additions to PP&E
-
-
-
19,000
-
19,000
3.
Income tax expense
The Company has total carried forward tax losses of $22,683,535 (December 2022: $18,765,190) available for offset against future
assessable income of the Company. The net deferred tax asset attributable to the residual tax losses of $5,670,884 (December 2022:
$4,691,297) has not been brought to account until convincing evidence exists that assessable income will be earned of a nature and
amount to enable such benefit to be realised.
4.
Cash and cash equivalents
Cash at bank
Refer to note 13 for the Group’s exposure to interest rate and credit risk.
5.
Trade and other receivables
Accounts receivable
Other receivables
Prepayments
Security bonds
6.
(a)
Exploration and evaluation expenditure
Reconciliation of exploration and evaluation expenditure
Mali (previously Oklo/B2Gold JV)
Kolonieba JV
Mali Elemental Altus Royalty JV (see note 6(b) below)
Exploration and evaluation acquisition costs – Mali
Carrying amount at the end of the period
31 December 2023
31 December 2022
$
1,337,267
1,337,267
$
1,181,423
1,181,423
31 December 2023
$
560
54,161
38,058
2,463
95,242
31 December 2022
$
1,319
111,044
77,965
2,396
192,724
31 December 2023
$
1,514,622
(368,720)
-
54,842
1,200,744
31 December 2022
$
1,437,817
2,222,331
54,843
3,714,991
29
Marvel Gold Limited
31 December 2023
Notes to the financial statements
6.
(b)
Exploration and evaluation expenditure (continued)
Impairment of Mali Altus Agreement
During the period, the Group has recognised $2,341,042 as an impairment expense in relation to Elemental Altus Royalties plc joint
venture project given that the Tabakorole exploration licence expired at the end of its second renewal in June 2023. Since November 2022,
the Malian Mining Cadastre (Cadastre) has not accepted new tenement applications or processed tenement renewals or transfers whilst
they evaluate a backlog of applications and overlapping or otherwise non-compliant licences. It has recently emerged that there are also
changes being proposed to the Malian Mining Code, the details of which have not been officially announced. Whilst the Company views
the clean-up of the backlog and noncompliant licences by the Cadastre as a long-term positive development, it has meant that the licence
renewal process for Tabakorole has been delayed until such a time as the Cadastre reopens.
All the Company’s licences are currently compliant in terms of their expenditure and statutory reporting requirements and ultimately the
Company remains confident that when the Cadastre recommences accepting licence applications, title to Tabakorole will be renewed and
the other permits can be renewed or transferred as necessary.
7.
Investments accounted for using the equity method – associate
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are material to
the consolidated entity are set out below:
Name of associate
Evolution Energy Minerals Limited
Principal place of business / country
of incorporation
Australia
Ownership interest
31 December 2023
%
22%
31 December 2022
%
25%
As at 31 December 2023 the Company held 50 million shares in Evolution (ASX ticker: EV1). The Company accounts for its shares in
Evolution as an associate as it fails the recognition criteria of control, however retains significant influence as defined in AASB 128
Investments in Associates and Joint Ventures. The Company has significant influence over Evolution by virtue of its 22% shareholding and
currently has one Board seat on the current Board of four. The closing share price for Evolution as at 31 December 2023 is $0.14 giving
the shareholding a fair value of $7,000,000 (31 December 2022: $11,250,000). The shares were released from escrow on 16 November
2023 and are now freely tradable by the Company.
The information disclosed in the table below reflects the amounts presented in the financial records of Evolution and not Marvel's share
of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair
value adjustments and modifications for differences in accounting policy.
Summary statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Summary statement of profit and loss and other comprehensive income
Income
Expenses
Profit after income tax
Other comprehensive income
Total comprehensive income
Reconciliation of carrying value
Opening balance
Gain/(loss) on dilution of investment holdings1
Share of loss for the period
Closing net assets
30
31 December 2023
$
1,820,858
5,389,503
31 December 2022
$
10,942,073
18,488,881
7,210,361
(660,694)
-
(660,694)
6,554,864
15,432
(6,421,533)
(6,406,101)
405,664
(6,000,437)
29,430,954
(1,735,456)
-
(1,735,456)
27,695,498
23,581
(8,643,379)
(8,619,798)
69,187
(8,550,611)
31 December 2023
$
6,714,916
230,137
(2,754,653)
4,190,400
31 December 2022
$
8,605,334
1,738,362
(3,628,780)
6,714,916
Notes to the financial statements
7.
Investments accounted for using the equity method – associate (Continued)
1 During the period ended 31 December 2023, Evolution undertook a capital raising through the issuance of new shares. As a result of
this capital raising, the Company's percentage ownership in Evolution was diluted from 25% to 22%. The Company recognised a gain of
$230,137 in the period ended 31 December 2023 on the dilution of its ownership percentage in Evolution.
Marvel Gold Limited
31 December 2023
Commitments of associate
There were no material commitments.
Contingent liabilities of associate
As at 31 December 2022, Evolution is a party to a net sales return royalty deed. Under the terms of this deed the Company must pay
ARCH SRF a royalty of 1.7% of future sales from the Chilalo graphite project less allowable deductions. Allowable deductions include the
costs of processing, freight, handling, marketing, and administration costs. The royalty is uncapped and is for the life of the project
Reconciliation of carrying value
Opening balance
Share placement
Share based payments
Fair value adjustment
Loss for the period
Closing net assets
Groups share in %
Groups share in $
8.
Trade and other payables
Creditors
Accruals
Other payables
9.
(a)
Share capital
Issued and paid up capital
31 December 2023
$
27,695,498
3,463,284
254,077
31 December 2022
$
27,759,143
12,327,694
443,869
-
(11,678,092)
19,047,273
-
(12,835,208)
27,695,498
22%
4,190,400
25%
6,714,916
31 December 2023
$
62,289
37,500
12,129
31 December 2022
$
77,077
48,333
82,610
111,918
208,020
Ordinary fully paid shares
863,790,703
42,784,112
704,319,370
40,974,185
31 December
2023
Shares
31 December
2023
$
31 December
2022
Shares
31 December
2022
$
(b)
Movement in ordinary shares
Opening balance
Issue of equities
Employee exercise of options
Issue of shares
Less: Transaction costs arising on share issues
Movement for the period
Closing balance
31 December
2023
Shares
31 December
2023
$
31 December
2022
Shares
31 December
2022
$
704,319,370
40,974,185
586,932,808
35,765,636
963,000
158,333,333
-
159,296,333
863,790,703
76,422
1,900,000
(166,495)
1,809,927
42,784,112
-
117,386,562
-
117,386,562
704,319,370
-
5,282,395
(73,846)
5,208,549
40,974,185
31
Marvel Gold Limited
31 December 2023
Notes to the financial statements
9.
(c)
Share capital (continued)
Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the
number of, and amounts paid on, shares held.
On a show of hands, every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote. Upon a poll,
each fully paid share has one vote.
10.
Reserves
The following table shows a breakdown of the statement of financial position line item ‘reserves’ and the movements in these reserves
during the period. A description of the nature and purpose of each reserve is provided below.
At 31 December 2021
Other comprehensive income
Transactions with owners in their capacity as owners
Employee share based payments expense
Employee options lapsed
At 31 December 2022
Other comprehensive income
Transactions with owners in their capacity as owners
Employee share based payments expense
Options issued as part of capital raising
Cancellation of deferred share consideration1
Employee options lapsed/forfeited
Options exercised
At 31 December 2023
Share based
payments
$
2,453,512
-
Foreign currency
translation
$
126,420
(323,560)
Total reserves
$
2,579,932
(323,560)
505,448
(913,046)
2,045,914
-
114,227
52,495
(1,040,000)
(195,939)
(76,422)
900,275
-
-
(197,140)
249,623
-
-
-
-
-
52,483
505,448
(913,046)
1,848,774
249,623
114,227
52,495
(1,040,000)
(195,939)
(76,422)
952,758
1 The group was previously a party to a joint venture with Oklo Resources Limited (now B2Gold Limited). Under this joint venture there was
deferred share consideration contingent on both tenement renewals and JORC 2012 Minerals Resource definition. During the year with
joint venture was terminated with the Company assuming 100% ownership. The amount recorded in the options reserve for this cancelled
deferred consideration has therefore been transferred to retained earnings.
(a)
Nature and purpose of reserves
(i) Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements
of foreign operations as well as from the translation of the Company’s net investment in a foreign subsidiary.
(ii) Share based payment reserve
The share-based remuneration reserve is used to recognise the fair value of options issued.
32
Notes to the financial statements
11.
Retained earnings
Opening balance
Employee options lapsed and transferred to retained earnings
Cancellation of deferred share consideration1
Transaction with NCI
Net loss after income tax expense for the year
Closing balance
Marvel Gold Limited
31 December 2023
31 December 2023
$
(30,909,759)
195,939
1,040,000
(37,814)
(7,084,763)
(36,796,397)
31 December 2022
$
(23,613,103)
913,046
-
(8,209,702)
(30,909,759)
1 The group was previously a party to a joint venture with Oklo Resources Limited (now B2Gold Limited). Under this joint venture there was
deferred share consideration contingent on both tenement renewals and JORC 2012 Minerals Resource definition. During the year with
joint venture was terminated with the Company assuming 100% ownership. The amount recorded in the options reserve for this cancelled
deferred consideration has therefore been transferred to retained earnings.
12.
Cash flow information
(a)
Reconciliation of operating loss after income tax to the net cash flows from operating activities
Loss for the period
Adjustments for:
Depreciation
Non-cash (gain) / loss on dilution of investment holdings
Non-cash employee options exercised
Non-cash capital raising options
Non-cash employee benefits expense - share based payments
Non-cash share of loss of associate
Non-cash impairment
Net exchange differences
Changes in operating assets and liabilities:
Changes in trade and other receivables
Changes in trade and other payables
Changes in provisions
Net cash (outflow) from operating activities
31 December 2023
$
(7,115,637)
31 December 2022
$
(9,022,667)
4,304
114,227
76,422
(52,495)
125,906
2,754,653
2,341,042
5,702
97,482
(96,102)
(62,612)
177,521
(1,738,362)
-
-
505,448
3,628,781
227,811
(17,153)
219,584
(932,756)
(86,753)
(2,163,151)
(7,038,546)
(b)
Non-cash investing and financing activities
The Yanfolila Gold Project (Yanfolila) is located in southern Mali and was originally held under a JV with Oklo resources (now B2Gold).
During the financial year, the Company reached an agreement with B2Gold to acquire the remaining 20% interest in the exploration
licences held under joint venture with B2Gold, resulting in 100% ownership in Yanfolia (31 December 2022: Nil)..
33
Marvel Gold Limited
31 December 2023
Notes to the financial statements
13.
Financial risk management
The Company and Group’s activities expose it to a variety of financial risks, including market, foreign currency, credit and liquidity risk.
For the Group, market risk includes:
o
o
Interest rate risk; and
Foreign exchange risk.
Financial risk management is carried out by the Group’s Managing Director and Chief Financial Officer, in close co-operation with the
Board. The Group obtains independent external advice as required to assist it in understanding and managing its exposures and risks.
The Group held the following financial instruments at reporting date:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Total Financial Assets
Financial Liabilities
Trade and other payables
Total Financial Liabilities
(a)
(i)
Market risk
Interest rate risk
Note
31 December 2023
$
31 December 2022
$
4
5
8
1,337,267
95,242
1,432,509
1,181,423
192,724
1,374,147
(111,918)
(111,918)
(208,020)
(208,020)
The Group and the Company are exposed to interest rate volatility on deposits and loans. Deposits and loans at variable rates expose
the Group and the Company to cash flow interest rate risk. Deposits and loans at fixed rates expose the Group to fair value interest rate
risk.
Effective Average
Interest Rate (%)
Variable
Interest Rate
$
Fixed Interest
Rate
$
Non-Interest
Bearing
$
Total
$
31 December 2023 (consolidated)
Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial Liability
Trade and other payables
31 December 2022 (consolidated)
Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial Liability
Trade and other payables
Sensitivity Analysis
1.28%
1.04%
-
-
1,337,267
-
1,337,267
-
-
1,181,423
-
1,181,423
-
-
-
-
-
-
-
-
-
-
-
-
-
95,242
95,242
1,337,267
95,242
1,432,509
(111,918)
(111,918)
(111,918)
(111,918)
-
192,724
192,724
1,181,423
192,724
1,374,147
(208,020)
(208,020)
(208,020)
(208,020)
The Group’s financial assets have no material exposure to interest rate risk.
34
Marvel Gold Limited
31 December 2023
Notes to the financial statements
13.
Financial risk management (continued)
(ii)
Foreign exchange risk
The Group is exposed to fluctuations in foreign currencies arising from costs incurred in currencies other than the functional currency of
the Company and Group entities.
The Group operates internationally and is primarily exposed to foreign exchange risk arising from currency exposures to the United States
dollar and the CFA franc.
The Group has a Treasury Policy that stipulates foreign currency risk management measures. It provides that the Company shall hold one
month’s forward looking foreign currency cash requirement. Management should not exercise discretion in the timing of purchases such
that it is seen to be speculating on foreign currency movements. Should the exchange rate be favourable to the budgeted exchange rate,
the Company can hold up to three months of forecast foreign cash requirements. The Group monitors foreign currency expenditure in light
of exchange rate movements.
The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars was as follows.
Foreign currency balances
Cash at bank
Trade receivables
Trade payables
Sensitivity analysis
31 December 2023 (Consolidated)
XOF (10% movement)
31 December 2022 (Consolidated)
USD (10% movement)
XOF (10% movement)
(b)
Liquidity risk
31 December 2023
31 December 2022
US Dollar
-
-
-
CFA Franc
34,398
40,091
17,249
USD
-
-
42,529
CFA Franc
161,465
-
12,641
10% Strengthening to the AUD
10% Weakening to the AUD
Equity
$
Net Profit /
(Loss)
$
-
-
-
3,127
3,866
14,679
Equity
$
-
-
Net Profit /
(Loss)
$
(3,822)
(4,725)
(17,941)
The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet the Group’s financial commitments
in a timely and cost-effective manner.
The Group’s treasury function continually reviews the Group’s liquidity position, including cash flow forecasts, to determine the forecast
liquidity position and maintain appropriate liquidity levels.
Contractual maturities of financial liabilities
31 December 2023 (Consolidated)
Trade and other payables
31 December 2022 (Consolidated)
Trade and other payables
Less than 1 year
$
Between 1 and 2
years
$
Total contractual
cash flows
$
Carrying amount
$
-
-
-
111,918
111,918
208,020
208,020
111,918
111,918
208,020
208,020
111,918
111,918
208,020
208,020
35
Marvel Gold Limited
31 December 2023
Notes to the financial statements
13.
Financial risk management (continued)
(c)
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group’s receivables from customers.
(i)
Cash at bank
The Group manages its credit risk on financial instruments, including cash, by only dealing with banks licensed to operate in Australia and
a credit rating of AA or higher.
(ii)
Trade and other receivables
The group operates in the mining exploration sector and does not have trade receivables from customers. It does however have credit
risk arising from other receivables.
(iii)
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit
risk at the reporting date was:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Total Financial Assets
(d)
Fair value measurements
Note
4
5
31 December 2023
$
1,337,267
95,242
31 December 2022
$
1,181,423
192,724
1,432,509
1,374,147
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement, or for disclosure purposes.
AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value measurement
hierarchy:
(a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
(b)
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (prices) or
indirectly (derived from prices) (level 2); and
(c)
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
The carrying amounts and estimated fair values of all the Group’s financial instruments recognised in the financial statements are
materially the same.
36
Marvel Gold Limited
31 December 2023
Notes to the financial statements
14.
Capital management
(a)
Risk management
The Group’s policy is to maintain a strong capital base so as to ensure investor, creditor and market confidence and to sustain future
development of the business.
The Company has welcomed equity investment from major stakeholders so that goals are aligned and there is a vested interest in the
Group’s success. Current stakeholders that are also shareholders include major suppliers for exploration, project management and
feasibility studies advisors, corporate advisors, Directors, executives and employees.
The Company monitors its total shares on issue, market capitalisation and enterprise value on a regular basis so as to maintain a critical
balance between having its strategy fully funded and minimising existing shareholder dilution.
Net debt
Share capital
Net debt to equity ratio
(b)
Dividends
31 December 2023
$
-
42,784,112
31 December 2022
$
-
40,974,185
0%
0%
Up until the date of this report, no dividend has been declared or paid by the Company.
15.
Interests in other entities
(a)
Subsidiaries
The Group’s principal subsidiaries as at 31 December 2023 are set out below.
Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the
proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also
their principal place of business.
Class of
shares Equity Holding Equity Holding
31 December
2022
%
100
80
80
80
80
100
100
70
70
70
31 December
2023
%
100
100
100
100
100
100
100
70
70
70
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Name
Marvel Gold Australia Pty Ltd
Oklo South Mali Limited
Kolon Mining SARL
Sola Mining SARL
Yanfo SARL
South East Mali Gold
Marvel Gold Exploration SARL
Legend Mali UK I Limited
Legend Gold Mali SARL
South Mali Gold SARL
Country of
incorporation
Australia
United Kingdom
Mali
Mali
Mali
Mali
Mali
United Kingdom
Mali
Mali
37
Marvel Gold Limited
31 December 2023
Notes to the financial statements
15.
Interests in other entities (continued)
(b)
Summary of Non-controlling interests
(i)
Legend Mali UK I Limited
The company recognises a non-controlling interest on its balance sheet for the 30% shareholding in Legend Mali UK I Limited held by
Legend Gold Limited, a Company controlled by Elemental Altus Royalties Corp. (formerly Altus). Legend Gold UK I Limited owns 100% of
the share capital of South Mali Gold SARL and Legend Gold Mali SARL.
Summary statement of financial position for the consolidated entities
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net assets
Summary statement of profit and loss and other comprehensive income
Income
Expenses
Loss after income tax
Other comprehensive income
Total comprehensive loss
Commitments
There were no material commitments.
16.
Contingent liabilities
(a)
Royalty
31 December 2023
$
6,936
3,420,639
31 December 2022
$
3,328
1,437,817
3,427,575
1,441,146
(3,665,133)
(3,665,133)
(1,505,549)
(1,505,549)
(237,558)
(64,404)
-
(80,744)
(80,744)
38,589
(42,155)
-
(1,621,139)
(1,621,139)
(139,050)
(1,760,189)
On 17 June 2020, the Company entered into a royalty agreement with its joint venture partner Altus over the tenements Tabakorole in
Mali (Royalty Agreement). The Royalty Agreement requires that where either project is bought into production, a 2.5% royalty is payable
to Altus on gross revenue less allowable deductions. Allowable deductions include the costs of smelting, refining, freight, sale, marketing
and taxation costs. The royalty is therefore contingent on future production at Tabakorole.
(b)
Kolondieba JV Agreement
On 26 May 2023 Marvel entered into an earn-in and joint venture agreement with Resolute Mining Ltd (Resolute) over its Kolondieba Gold
Project (Kolondieba) (JV Agreement), following the satisfaction of conditions for completion of the acquisition of 100% of Kolondieba from
B2Gold Corp.
Under the terms of the JV Agreement, Resolute has made an up-front payment of $368,720 (US$250,000) to Marvel and can earn a 51%
interest by sole-funding exploration expenditure of US$750,000 at Kolondieba in the next 24 months. Resolute can earn a further 19% by
electing to sole-fund exploration expenditure of US$4,000,000 in the 36 months following its election to do so. At the time of writing, the
conditions precedent have not been either satisfied or waived.
The up-front payment of $368,720 is subject to Marvel satisfying several conditions within 24 months of 26 May 2023. If Marvel does not
satisfy these conditions then the up-front payment is refundable. Specifically these conditions are the following:
• Marvel obtaining the approval by the Minister of Mines of the joint venture agreement; and
•
Confirmation by such relevant Authority that this Agreement complies with the OHADA Regulations.
38
Notes to the financial statements
17.
Commitments
(a)
Exploration commitments
The Company is required to meet certain minimum expenditure commitments on the mineral exploration assets in which it has an
interest. The minimum expenditure commitment is set out in the Prospecting Licences held by the Group. Outstanding exploration
commitments are as follows:
Marvel Gold Limited
31 December 2023
- not later than one year
- beyond one year
(b)
Prospecting and mining licence rentals
- not later than one year
- beyond one year
31 December 2023
$
-
-
-
31 December 2022
$
1,370,397
1,742,316
3,112,713
31 December 2023
$
-
-
31 December 2022
$
59,936
-
-
59,936
The Company pays an annual lease amount for the tenements it holds. The leases can be relinquished on or before the anniversary date,
therefore there are no contractual commitments beyond one year. The Company has no current plans to drop any existing tenements.
The Tabakorole exploration licence expired at the end of its second renewal in June 2023. Since November 2022, the Malian Mining Cadastre
(Cadastre) has not accepted new tenement applications or processed tenement renewals or transfers. As a result of the ongoing work at the
Cadastre, the licence renewal process for Tabakorole and other prospecting licenses and the process to transfer licences from B2Gold to the
Company has been delayed until such time as the Cadastre reopens. Therefore at this time the Company has no commitments until such
time as the renewals and tenure can be confirmed.
All the Company’s licences are currently compliant in terms of statutory reporting requirements and ultimately the Company remains
confident that when the Cadastre recommences accepting licence applications, title to Tabakorole can be renewed and the other permits
can be renewed or transferred as necessary. Until such time as renewals and transfers are completed the Company does not have any
commitments to spend on its tenements.
18.
Events occurring after reporting date
Subsequent to 31 December 2023:
•
•
the Managing Director Mr Chris van Wijk provided the Company with notice of his intention to resign from his executive role
as Managing Director of the Company. It has been agreed that Mr van Wijk’s termination as Managing Director and Chief
Executive Officer will take effect from 21 May 2024; and
Evolution completed a placement on 19/03/2024 at an issue price of $0.14 per share. This will further dilute the Company’s
holding in Evolution as disclosed in note 7.
19.
Related party transactions
(a)
Parent entity
Marvel is the ultimate Australian parent entity of the Group. Marvel is a company limited by shares that is incorporated and domiciled
in Australia.
(b)
Subsidiaries
Interests in subsidiaries are set out in note 15.
(c)
Group transactions
Controlled entities made payments and received funds on behalf of the Company and other controlled entities by way of inter-company
loan accounts with each controlled entity. These loans are unsecured, bear no interest and are repayable on demand, however demand
for repayment is not expected in the next twelve months.
39
Notes to the financial statements
19.
Related party transactions (continued)
(d)
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Annual and long service leave
Share-based payments
Marvel Gold Limited
31 December 2023
31 December 2023
$
469,570
37,112
83,316
36,635
626,633
31 December 2022
$
589,107
11,664
58,704
420,505
1,079,980
Detailed remuneration disclosures are provided in the Remuneration Report.
(e)
Other KMP transactions
There were no other related party transactions with KMP during the year ended 31 December 2023. The related parties outlined below for
the 2022 financial year were no longer related parties as at 31 December 2023.
Related party transactions
Receipts from Evolution (ex-GST)
Receipts from Wia (ex-GST)
Amounts outstanding from Evolution at period end
Amounts outstanding from Wia at period end
Amounts outstanding from Frontier at period end
Payments to Evolution (ex-GST)
Amounts outstanding to Evolution at period end
31 December 2023
$
31 December 2022
$
-
-
-
-
-
-
-
6,539
2,270
969
230
-
(57,334)
(5,872)
During the twelve months ended 31 December 2023 the Company issued 4,000,000 options to Mr Howard Golden on 19 May 2023
with an exercise price of $0.04 expiring 19 May 2026.
20.
Share-based payments
(a)
Employee option plan
Information on the Company’s Option Plan (Plan) was set out in the Company’s Replacement Prospectus lodged on 14 November 2019.
Given the disclosure of the Plan in the Replacement Prospectus, the issue of shares under the Plan rules does not count towards the
Company’s share issuance capacity under ASX listing Rules 7.1 and 7.1A. The Plan is designed to:
a) assist and reward the retention and motivation of employees;
b)
link employee reward to shareholder value creation; and
c)
align the interests of employees with shareholders by providing an opportunity for employees to receive an equity interest in
the Company in the form of Options.
Under the Plan, participants are granted options which vest when issued. Participation in the Plan is at the Board’s discretion and no
individual has a contractual right to participate in the Plan or to receive any guaranteed benefits.
The Employee may exercise the option at any time after issue. To exercise an option, an employee must deliver a signed notice of exercise
and, subject to a cashless exercise of options, pay the option exercise price prior to the expiry date. An option may specify that at the
time of exercise, the employee may elect not to be required to provide payment of the option exercise price. Alternatively, the Company
will transfer or issue to the employee that number of shares equal in value to the positive difference between the market value of the
shares at the time of exercise and the option exercise price that would otherwise be payable to exercise those options.
Options are granted under the Plan for no cash consideration and carry no dividend or voting rights. When exercisable, each option is
convertible into one ordinary share subject to the payment of any applicable exercise price.
40
Marvel Gold Limited
31 December 2023
Notes to the financial statements
20.
Share-based payments (continued)
Opening balance
Granted during the period
Exercised during the period
Forfeited or lapsed during the period
As at 31 December
31 December 2023
31 December 2022
Weighted average
exercise price
$0.048
$0.040
Nil
Nil
$0.052
Number of
options
54,984,731
4,000,000
(1,138,001)
(3,830,769)
54,015,961
Weighted
average exercise
price
$0.045
Nil
Nil
Nil
$0.048
Number of
options
59,587,694
Nil
Nil
(4,602,963)
54,984,731
Options outstanding at the end of the period have the following expiry date and exercise prices:
Grant date
Expiry date
Exercise price
Options
20-Jul-20
20-Jul-20
20-Jul-20
27-Aug-21
27-Aug-21
27-Aug-21
25-Nov-21
25-Nov-21
25-Nov-21
19-May-21
Total
1 STI’s
2 LTI’s
29-Jul-24
29-Jul-24
29-Jul-24
27-Aug-24
27-Aug-24
27-Aug-26
25-Nov-24
25-Nov-26
25-Nov-24
19-May-26
$0.035
$0.060
$0.100
$0.060
Nil
Nil
Nil
Nil
0.065
$0.040
18,050,000
9,025,000
9,025,000
3,250,000
890,3831
1,116,9242
812,5001
1,846,1542
6,000,000
4,000,000
54,015,961
Vested and
exercisable
18,050,000
9,025,000
9,025,000
3,250,000
890,383
-
812,500
-
6,000,000
4,000,000
51,052,883
Weighted average remaining contractual life of options outstanding at period end is 0.84 years (2022: 2.05 years).
Fair value of options granted
The fair value of services received in return for the share options granted is measured by reference to the fair value of options granted.
The estimate of the fair value of the services is measured based on a Black-Scholes option valuation methodology for all options with an
exercise price. The zero-exercise price options in the form of STIs and LTIs both have KPIs relating to total shareholder return. Where this
market-based condition exists, a hybrid share options pricing model has been used to value the options.
The assumptions used for the options valuation are as follows:
ESS options
ESS options
STI’s
ESS options
LTI’s
Director
options STI’s
Director
options LTI’s
Director
options
Director
options
$0.057
$0.057
$0.057
$0.069
$0.069
$0.069
$0.013
Underlying value of
the security
Period issued
Valuation method
31-Dec-21
Black-Scholes
options pricing
model
31-Dec-21
Hybrid share
options
pricing
model
31-Dec-21
Hybrid share
options
pricing
model
31-Dec-21
Hybrid share
options
pricing
model
31-Dec-21
Hybrid share
options
pricing
model
Market based
conditions
Exercise price
Valuation date
Vesting date
No
Yes
Yes
Yes
Yes
$0.06
27/08/21
27/08/21
Nil
27/08/21
01/07/22
Nil
27/08/21
01/07/24
Nil
25/11/21
01/07/22
Nil
25/11/21
01/07/24
41
31-Dec-21
Black-
Scholes
options
pricing
model
No
$0.065
25/11/21
25/11/21
31-Dec-23
Black-
Scholes
options
pricing
model
No
$0.040
19/05/23
19/05/23
Notes to the financial statements
Marvel Gold Limited
31 December 2023
ESS options
ESS options
STI’s
ESS options
LTI’s
Director
options STI’s
Director
options LTI’s
Director
options
Director
options
27/08/24
0.8%
136%
3.00
27/08/24
0.8%
136%
3.00
27/08/26
0.8%
136%
5.00
25/11/24
0.8%
136%
3.00
25/11/26
0.8%
136%
5.00
25/11/24
0.8%
136%
3.00
19/05/26
3.47%
114%
3.00
3,500,000
$0.043
890,383
$0.047
1,116,924
$0.065
812,500
$0.047
1,846,154
$0.065
6,000,000
$0.051
4,000,000
$0.006
-
-
31,143
-
68,999
-
25,765
Expiry date
Risk free rate
Volatility
Life of Options in
years
Number of Options
Valuation per
Option
Amount expensed
during the year
(b)
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions during the period were as follows:
Options issued under the Plan
31 December 2023
$
114,227
31 December 2022
$
505,448
114,227
505,448
At the end of each reporting period, the Company applies a probability to options with non-market based vesting criteria to reflect the
likely number of options that will vest at the end of the vesting period taking into consideration all the vesting criteria.
21.
Remuneration of auditors
During the period, the following fees were paid and payable for services provided by the auditor of the parent entity, its related practices
and non-related audit firms:
(a)
BDO Audit Pty Ltd
(i) Audit and assurance services
Audit and review of financial statements
Other assurance services
Total audit and assurance remuneration
22.
Earnings per share
(a)
Basic earnings / (loss) per share
31 December 2023
$
31 December 2022
$
46,286
-
46,286
55,128
-
55,128
From continuing operations attributable to ordinary equity holders
31 December 2023
$
(0.01)
31 December 2022
$
(0.01)
The weighted average number of shares used to calculate both the basic and diluted earnings per share is 863,790,703 (31 December
2022: 704,319,370).
(b)
Fully diluted earnings / (loss) per share
From continuing operations attributable to ordinary equity holders
31 December 2023
$
(0.01)
31 December 2022
$
(0.01)
42
Marvel Gold Limited
31 December 2023
Notes to the financial statements
22.
Earnings per share (continued)
(c)
Information concerning the classification of securities
Options granted to employees under the Plan and those issued to contractors are considered to be potential ordinary shares. They have
been included in the determination of diluted earnings per share with the assumption all such options will vest, and to the extent to
which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the
options are set out in note 20.
23.
Parent entity financial information
The individual financial statements for the parent entity show the following aggregate amounts:
(a)
Summary of financial information
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Shareholders’ equity
Issued capital
Non-controlling interest
Reserves
Retained earnings
Total shareholders’ equity
(Loss) / profit for the period
Total comprehensive (loss) / profit
(b)
Guarantees
12 months to
31 December 2023
$
12 months to
31 December 2022
$
1,346,590
9,953,994
11,300,584
(87,292)
(87,292)
42,784,133
-
911,954
(32,471,095)
11,213,293
(5,108,321)
(5,108,321)
1,150,792
13,486,843
14,637,635
(216,248)
(216,248)
40,974,186
-
2,045,914
(28,598,713)
14,421,387
(5,712,007)
(5,712,007)
Marvel, as the parent company, has provided no guarantees during the period.
(c)
Commitments
The Company has no leases or commitments.
(d)
Contingencies
All contingencies outlined in note 16 are the contingent liabilities of the Company.
24. Material accounting policies
This note provides a list of the material accounting policies adopted in the preparation of these consolidated financial statements to the
extent they have not already been disclosed in the other notes above. The financial statements are for the Group consisting of Marvel
and its subsidiaries disclosed in note 15.
(a)
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented
entities. These financial statements also comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board ('IASB').
(i)
Historical cost convention
The financial statements have been prepared under the historical cost convention.
43
Marvel Gold Limited
31 December 2023
Notes to the financial statements
(ii)
Critical accounting estimates
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise
its judgment in the process of applying the company’s accounting policies. The areas involving a higher degree of judgment or complexity,
or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 25.
(iii)
New or amended Accounting Standards and Interpretations adopted
The accounting standards and interpretations relevant to the operations of the Group are consistent with those of the previous financial
year. There are some amendments and interpretations effective for the first time from 1 July 2022, though they did not have any impact
on the current period or any prior period and is not likely to affect future periods.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The following is a summary of the material accounting policies adopted by the consolidated Group in the preparation of the financial
report. The accounting policies have been consistently applied, unless otherwise stated.
(iv)
Going concern
These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business
activities and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Group generated a loss of $7,115,637 (December 2022: $9,022,667) and had net cash
outflows from operating activities of $2,163,151 (December 2022: $7,038,546) for the period ended 31 December 2023. As at that date,
the Group had net current assets of $1,320,590 (December 2022: $1,102,553). The ability of the Group to continue as a going concern is
principally dependent upon the ability of the Group to secure funds by raising capital from equity markets and managing cash flows in
line with available funds.
The financial statements have been prepared on the basis that the Group is a going concern, which contemplates the continuity of normal
business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons:
•
•
•
•
The Group has sufficient funding to meet its forecast obligations over the next 12 months;
The Group has the ability to issue additional equity securities under the Corporations Act 2001 to raise further working capital;
The Group has the ability to curtail administrative, discretionary exploration and overhead cash outflows as and when required;
and
The Company has 50 million shares held in Evolution that are no longer subject to escrow.
The Directors believe there are sufficient funds to meet the Group’s committed minimum expenditure requirements and, as at the date
of this report, the directors believe they can meet all liabilities as and when they fall due.
The Directors have reviewed the business outlook and are of the opinion that the use of the going concern basis of accounting is
appropriate. (b) Principles of consolidation and equity accounting
(i)
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Investments in subsidiaries are accounted for at cost in the parent entity information disclosures of Marvel.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the Group.
44
Marvel Gold Limited
31 December 2023
Notes to the financial statements
(c)
(i)
Property, plant and equipment
Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost
includes expenditure that is directly attributable to the acquisition of the asset and costs directly attributable to bringing the asset to a
working condition for their intended use.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from
disposal and the carrying amount of the item) is recognised in profit or loss.
(ii)
Subsequent costs
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will
flow to the Group. Ongoing repairs and maintenance are expensed as incurred.
(iii)
Depreciation
Depreciation of plant and equipment is calculated on a straight-line basis so as to write off the net costs of each asset over the expected
useful life. The rates vary between 2% and 50% per annum.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset's carrying amount
is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.
(d)
Impairment
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any
indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the
asset's fair value less costs of disposal and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value
over its recoverable amount is expensed to the consolidated statement of profit or loss and other comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
(e)
Exploration and evaluation costs
Costs arising from the acquisition of exploration and evaluation activities are carried forward where these activities have not, at reporting
date, reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. The ultimate
recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial
exploitation or sale of the respective areas of interest. Ongoing exploration activities are expensed as incurred.
The Directors believe that this policy results in the carrying value of exploration expenditure more appropriately reflecting the definition
of an asset, being future benefits controlled by the Group. All costs carried forward are in respect of areas of interest in the exploration
and evaluation phases and accordingly, production has not commenced.
Exploration and evaluation assets shall be assessed for impairment when facts and circumstances suggest that the carrying amount of
an exploration and evaluation asset may exceed its recoverable amount, in particular when exploration for and evaluation of mineral
resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has
decided to discontinue such activities in the specific area.
Where tenements or part of an area of interest are disposed of, the proceeds of this partial disposal will reduce the value of the asset by
the fair value of those proceeds. This recognises that part of the future economic benefit of the asset has effectively been disposed.
(f)
Income tax
Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it
relates to a business combination, or items recognised directly in equity or in other comprehensive income.
(i)
Current tax
Current tax is the expected tax payable of the taxable income or loss for the period, using tax rates enacted or substantively enacted at
the reporting date, and any adjustment to tax payable in respect of previous periods.
(ii)
Deferred tax
45
Marvel Gold Limited
31 December 2023
Notes to the financial statements
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes.
The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of
the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates
enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate
to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable
that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(iii)
Tax exposures
In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether
additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements
about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of
existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. The Company
and its wholly owned Australian tax resident entities (Graphex UK No. 1 Limited) are part of a tax consolidated group.
(g)
Other taxes
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST) or value added tax (VAT), unless the
GST / VAT incurred is not recoverable from taxation authorities. In this case it is recognised as part of the cost of acquisition of the asset
or as part of an item of the expense.
Receivables and payables are stated inclusive of the amount of GST / VAT receivable or payable. The net amount of GST / VAT recoverable
from, or payable to, taxation authorities is included with other receivables or payables in the Consolidated Statement of Financial
Position.
Cash flows are included in the Consolidated Statement of Cash Flows inclusive of GST / VAT. The GST / VAT components of cash flows
arising from investing and financing activities which are recoverable from, or payable to, taxation authorities are classified as operating
cash flows. Commitments and contingencies are disclosed net of the amount of GST / VAT recoverable from, or payable to taxation
authorities. The net of GST / VAT payable and receivable is remitted to the appropriate tax body in accordance with legislative
requirements.
(h)
Foreign currency translation
(i)
Functional and presentation currency
The functional currency of each of the Group's entities is measured using the currency of the primary economic environment in which
that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and
presentation currency.
(ii)
Foreign currency transactions
Transactions in foreign currencies are translated to the respective financial currencies of Group entities at exchange rates at the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional
currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost
in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the
amortised cost in foreign currency translated at the exchange rate at the end of the period.
Non-monetary assets and liabilities that are measured in a foreign currency are retranslated to the functional currency at the exchange
rate at the date that the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency
are translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on retranslation are recognised in profit or loss, However, foreign currency differences arising on the
retranslation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign
operation, or qualifying cash flow hedges are recognised in other comprehensive income.
46
Marvel Gold Limited
31 December 2023
Notes to the financial statements
(iii)
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the
presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to
Australian dollars at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation reserve
(translation reserve) in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportion of the
translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of, such that control, significant
influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit
or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign
operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When
the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining
significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
(i)
Accounts payable
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost when the Group becomes
obliged to make payments resulting from the purchase of goods and services. The amounts are non-interest-bearing, unsecured and are
usually paid within 30 days of recognition.
(j)
Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the
risks specific to the liability. The unwinding of the discount is recognised as a finance cost.
(k)
Employee benefits
(i)
Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the
reporting date are recognised in the provision for employee benefits in respect of employees’ services up to the reporting date and are
measured at the amounts expected to be paid, inclusive of on costs, when the liabilities are settled. The expense for non-accumulating
sick leave is recognised when the leave is taken and measured at the rates paid or payable.
(ii)
Long-term employee benefits
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected
future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method.
Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that
match, as closely as possible, the estimated future cash outflows.
(iii)
Share-based payment transactions
The fair value of options previously granted under the Plan is recognised as an employee benefit expense with a corresponding increase
in equity. The fair value is measured at grant date and recognised over the period during which the Directors, employees or contractors
become unconditionally entitled to the options.
The fair value of the options at grant date is independently determined using the Black-Scholes option pricing model that takes into
account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of
the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of the options granted is adjusted to reflect market vesting conditions but excludes the impact of any non-market vesting
conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. At each reporting date, the entity revises its estimate of the number of
options that are expected to become exercisable. The expense recognised each period takes into account the most recent estimate. The
impact of the revision to original estimates, if any, is recognised in the consolidated statement of comprehensive income with a
corresponding adjustment to equity.
The fair value of these equity instruments does not necessarily relate to the actual value that may be received in future by the recipients.
The Company accounts for share based payments issued to non-employees in accordance with the share based payments standard.
47
Marvel Gold Limited
31 December 2023
Notes to the financial statements
(l)
Revenue recognition
Interest revenue is recognised as it accrues in profit or loss, using the effective interest method.
(m)
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method,
less provision for impairment. Trade receivables are generally due for settlement within 30 days. They are presented as current assets
unless collection is not expected for more than 12 months after the reporting date.
Collectability of trade receivables is reviewed on an ongoing basis. The Company uses an 'expected credit loss' (ECL) model to recognise
an allowance if not collectable.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or
delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of
the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows,
discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of
discounting is immaterial.
The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment
allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against other expenses in profit or loss.
(n)
Earnings per share (EPS)
(i)
Basic earnings per share
Basic EPS is calculated as the profit / (loss) attributable to equity holders of the Company, excluding any costs of servicing equity other
than ordinary shares, divided by the weighted average number of ordinary shares outstanding during the financial period, adjusted for
any bonus elements in ordinary shares issued during the period.
(ii)
Diluted earnings per share
Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the after income tax effect of interest and
other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have
been issued for no consideration in relation to dilutive potential ordinary shares.
(o)
Cash and cash equivalents
For Consolidated Statement of Cash Flow presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call
with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to insignificant risk of changes in value, and bank overdrafts. Bank overdrafts
are shown within borrowings in current liabilities on the Consolidated Statement of financial position.
(p)
Financial instruments
(i)
Non-derivative financial assets
The Group initially recognises loans and receivables and deposits on the date that they originated. All other financial assets (including
assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to
the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to
receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of
the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a
separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the consolidated statement of financial position when, and
only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle
the liability simultaneously.
The classification depends on the purpose for which the investments were acquired. Management determines the classification of its
investments at initial recognition and in the case of assets classified as held-to-maturity investments, re-evaluates this designation at
each reporting date.
48
Marvel Gold Limited
31 December 2023
Notes to the financial statements
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are
recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables
are measured at amortised cost using the effective interest method, less any impairment losses.
Loans and receivables comprise cash and cash equivalents and trade and other receivables (see notes 4 and 5).
When an investment is derecognised, the cumulative gain or loss in equity is transferred to the consolidated statement of comprehensive
income. Fair value is determined by reference to the quoted price at the reporting date.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and at call deposits with original maturities of three months or less.
(ii)
Non-derivative financial liabilities
All financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date at which
the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or have expired.
The Group classified non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised
initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are
measured at amortised cost using the effective interest rate method.
Other financial liabilities comprise loans from related parties and trade and other payables.
(q)
Share capital
(i)
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are
recognised as a deduction from equity, net of any tax effects.
(r)
Segment reporting
Segment results that are reported to the Group’s Managing Director (the chief operating decision maker) include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate
assets (primarily the Company’s headquarters), head office expenses, and income tax assets and liabilities.
(s)
Parent entity information
The financial information for the parent entity, Marvel Gold Limited, disclosed in note 23 has been prepared on the same basis as the
consolidated financial statements.
(t)
Rounding
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the
Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial statements. Amounts in the
financial statements have been rounded off in accordance with the instrument.
(u)
Comparatives and restatements of prior year balances
Comparatives have been reclassified where appropriate to enhance comparability.
(v)
Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where
the Group holds between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity method of accounting (see note 24(w) below), after initially being recognised
at cost.
(w)
Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s
share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other
49
Marvel Gold Limited
31 December 2023
Notes to the financial statements
comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint
ventures are recognised as a reduction in the carrying amount of the investment.
Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other
unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s
interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the Group’s policy described in line
with note 24(d).
25.
Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements,
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
(refer to the respective notes) within the next financial year are discussed below.
Exploration and evaluation
Exploration and evaluation acquisition costs have been capitalised on the basis that activities in the area have not yet reached a stage
that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering
the recoverability of the value of the asset. The Company assesses whether any impairment indicators may exist over the area of interest
to assess recoverability each year.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account
the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period
but may impact profit or loss and equity.
50
Marvel Gold Limited 31 December 2023 Directors declaration 51 In the opinion of the Directors: (a) the consolidated financial statements and notes set out on pages 21 to 50 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (ii) giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its performance for the financial year ended on that date, and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and The Directors have been given the declarations by the Managing Director and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Stephen Dennis Chairman PERTH On this 27th day of March 2024 Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Marvel Gold Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Marvel Gold Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 December 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including material accounting policy information and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form
part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Equity accounting for investment in associate
Key audit matter
How the matter was addressed in our audit
The Group’s carrying value of its
investment in Evolution Energy
Minerals Limited represents a
significant asset to the Group, as
disclosed in Note 7. The Australian
Accounting Standards require the
Group to account for the investment
as an Investment in Associate and
assess whether there are any
indicators of impairment in
accordance with AASB 128
Investments in Associates and Joint
Ventures (“AASB 128”).
Note 7 discloses the details of the
Associate, along with the take up of
share of loss and dilution of the
Groups shareholding in the investment
during the period.
As the carrying value of the
Investment in Associate represents a
significant asset of the Group, this
was considered to be a key audit
matter.
Our work included but was not limited to the following
procedures:
• Agreeing share of loss to associate's audited
financial information;
• Reviewing financial information of the associate
including assessing if accounting policies are
consistent with group accounting policies;
• Reviewing the loss of the associate recognised in
the Group’s profit or loss for compliance with AASB
128;
• Recalculating the gain on dilution of the investment
as a result of shares issued by the associate and
agreeing to the amount recorded in the Group’s
profit or loss;
• Considering management’s assessment of the
existence of impairment indicators of the
investment; and
• Assessing the adequacy of the related disclosures in
Note 7 to the financial statements.
Other information
The directors are responsible for the other information. The other information obtained at the date of
this auditor’s report is information included in the Group’s annual report for the year ended
31 December 2023, but does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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 on the other information obtained prior to the date of this
auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 18 of the directors’ report for the
year ended 31 December 2023.
In our opinion, the Remuneration Report of Marvel Gold Limited, for the year ended 31 December 2023,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Dean Just
Director
Perth, 27 March 2024
Marvel Gold Limited
31 December 2023
ASX Additional Information
The following information as required by the ASX Listing Rules is current as at 4 March 2024.
DISTRIBUTION OF ORDIANRY SHARES
The Company has 863,790,703 ordinary fully paid shares quoted on ASX.
1 - 1000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Number of holders
Number of Shares
42
13
18
264
410
747
5,162
39,656
155,024
15,577,060
848,013,801
863,790,703
The number of shareholders holding less than a marketable parcel of ordinary shares is 151, being 2,457,008 shares.
TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest registered holders of quoted shares as at 4 March 2024 are:
Rank
1
2
3
4
5
6
7
8
9
10
11
12
12
14
15
16
17
18
19
Name
Capital DI Limited
Deutsche Balaton Aktiengesellschaft
BPM Investments Limited
Delphi Unternehmensberatung Aktiengesellschaft
Citicorp Nominees Pty Limited
Mr Jamie Philip Boynton
El-Raghy Kriewalkdt Pty Ltd
Capital DI Limited
Equity Trustees Limited
2invest AG
Mr Martin Philip Rowney & Mrs Kathryn Ann Yates
Montana Realty Pty Ltd
Oceanview Road Pty Ltd
Clarkson’s Boathouse Pty Ltd
HSBC Custody Nominees Limited
Mr Thanh Hiep Nguyen & Mrs Chau Ngoc Chiem
Super Secret Limited
Seclem Assets Pty Ltd
WFC Nominees Australia Pty Ltd
Lestrade Pty Ltd
20
Total Top 20 Holders
Total Remaining Holders Balance
Number of Shares
93,625,000
50,000,000
37,125,000
30,815,385
24,797,753
24,667,302
22,000,000
21,375,000
20.220.000
16,031,720
% of Shares
10.84
5.79
4.30
3.57
2.87
3.14
2.55
2.47
2.34
1.86
16,000,000
15,000,000
15,000,000
14,098,862
13,658,475
13,000,000
11,000,000
10,967,500
10,671,417
10,532,000
470,585,414
393,205,289
1.85
1.74
1.74
1.63
1.58
1.50
1.27
1.27
1.24
1.22
54.48
45.52
SUBSTANTIAL SHAREHOLDERS
Substantial shareholders of the Company are:
Name
Capital DI Limited
Deutsche Balaton Aktiengesellschaft
Number of Shares
122,201,076
50,000,000
%
13.31
5.79
56
Marvel Gold Limited
31 December 2023
ASX Additional Information
UNQUOTED SECURITIES
Distribution of Unlisted Options
1 - 1000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Number of holders
Number of
Unlisted Options
0
0
0
0
19
19
0
0
0
0
64,015,960
64,015,960
Class
Number of Holders
Number of Securities
7
7
7
6
3
2
1
6
2
1
1
18,050,000
9,025,000
9,025,000
890,383
3,250,000
6,000,000
812,500
10,000,000
1,116,923
4,000,000
1,846,154
64,015,960
Unlisted options, exercisable at $0.035, expiring 29/07/2024
Unlisted options, exercisable at $0.06, expiring 29/07/2024
Unlisted options, exercisable at $0.10, expiring 29/07/2024
Unlisted options, exercisable at $0.00, expiring 27/08/2024
Unlisted options, exercisable at $0.06, expiring 27/08/2024
Unlisted options, exercisable at $0.065, expiring 25/11/2024
Unlisted options, exercisable at $0.00, expiring 25/11/2024
Unlisted options, exercisable at $0.024, expiring 15/05/2025
Unlisted options, exercisable at $0.00, expiring 27/08/2026
Unlisted options, exercisable at $0.04 expiring 28/08/2026
Unlisted options, exercisable at $0.00, expiring 25/11/2026
Total
VOTING RIGHTS
All ordinary fully paid shares carry one vote per ordinary share without restriction.
RESTRICTED SECURITIES
The Company does not have any restricted securities on issue.
ON MARKET BUY-BACK
The Company is not currently undertaking any on-market buy back of its securities.
55