Annual Financial Report
2023
For the Year Ended
30 June 2023
ABN 51 127 297 170
CONTENTS
Letter from the Chair
Review of Operations
Schedule of Tenements and Competent Persons Statements
Corporate Governance
Directors’ Report
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
Director’s Declaration
Independent Audit Report to the Members of Metal Bank Limited
Additional Information for Listed Companies
Corporate Directory
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3
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Dear Shareholder
On behalf of the Directors of Metal Bank Limited (Metal
Bank, MBK or the Company), I am pleased to report on
the activities of the Company for the year ended 30 June
2023.
During the Year we have remained focussed on growing MBK’s portfolio of copper, cobalt and gold
projects. We have completed extensive exploration and drilling programs at both the Millennium and
Livingstone Projects leading to upgrading of Resources and, as a first step in our strategy to explore
the MENA region for copper, we have also secured exclusive exploration and reconnaissance rights
within historic mining areas in Jordan.
At Millennium, where we have a 51% interest and are earning up to 80%, we have upgraded the
JORC 2012 Inferred Resource to 8.4Mt @ 1.23% CuEq1, all within 5 granted mining leases and with
significant potential for expansion. We are now focussing on growing the Resource further and fast
tracking this project through scoping and feasibility studies.
We have extended the strike length of the Kingsley gold mineralisation at our 75% owned Livingstone
Project in Western Australia from 750m to approximately 1.8km, ready for further drilling to build on
the existing JORC 2012 Inferred Resource of 30,500oz 2. We have also identified multiple new targets
and an extensive soil and rock chip sampling program is underway across all of our Livingstone
Tenements to assist in defining new targets for drilling programs in 2024.
We have started exploration in Jordan, including mapping and sampling of historical exploration and
mining areas, and we are accelerating our exploration programs there with a view to drilling within
the Malaqa exploration area in November of this year. Jordan is a relatively new frontier for modern
exploration, but it has ancient mining history and also some solid exploration completed by the BRGM
and the USGS in the 1960's and 1970’s. With the previously reported high grade drilling completed
by these parties we are confident that the projects in Jordan will deliver significant shareholder value.
Your company is now well placed for growth. We have strategic footprints in Western Australian and
NW Queensland within key mining centres with extensive infrastructure and multiple large-scale
mining projects. The Livingstone Project provides us with direct exposure to shallow gold resources
in Western Australia. The Millennium Project in Qld is one of the highest grade cobalt resources in
Australia on granted mining leases. We believe there is great potential for the discovery and
development of significant copper projects in Jordan and we will continue working on expanding our
portfolio of projects while accelerating exploration at our Malaqa exploration project.
With our recent placement of shares to new sophisticated and professional investors raising $1.1M
having completed in September and our Entitlement Offer to raise an additional $1.5M underway,
we are well placed to continue to deliver results, increase our resources and make new exploration
discoveries to deliver significant growth and value for our shareholders.
We thank our shareholders for their ongoing support and welcome new investors to MBK.
Inés Scotland
Non-executive Chair
29 September 2023
1 MBK ASX Release 21 March 2023 “Millennium delivers substantial Resource increase”
2 MBK ASX Release 18 January 2022 “Kingsley Deposit Maiden Mineral Resource Estimate and updated Exploration
Target”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
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Highlights
Jordan
Copper
• MBK entered into two agreements with the Jordan Ministry for Energy and
Mineral Resources in July 2023 granting MBK exclusive exploration rights
and reconnaissance rights in Jordan
•
Initial mapping and sampling of historical exploration and mining areas
completed
• Drilling planned for November within the Malaqa exploration area
Livingstone
Project – WA
• Drilling during 2022 extends strike length of Kingsley mineralisation from
750m to approx.1.8km3,4,5,6
Gold
•
Second parallel zone of gold mineralisation identified 200m south of
Kingsley East4
• Drilling confirmed continuity of gold mineralisation over >300m East of the
Kingsley Resource7
•
•
Shallow high grade gold results were also received from the Livingstone
North Prospect with first gold assays returning up to 14.10g/t Au8 and
demonstrating mineralisation of substantial aggregate strike extent 9
First pass exploration drilling at the Stanley prospect demonstrated a
coherent zone of gold mineralisation over 150m in strike, open to the east
and west10
• Homestead Mineral Resource Estimate updated
to JORC 2012,
comprising 40.3koz Au at 1.42 g/t Au (0.5g/t Au cut-off) with 83% of
Resource classified as Indicated11
• Geological surveying, mapping and sampling underway to identify and test
target areas for drilling programs in 2024
3 MBK ASX Release August 2022 “High Grade Gold Intercepted 750m East of the Kingsley Resource”
4 MBK ASX Release 4 August 2022 “Kingsley Extension Drilling Intercepts Gold to the West”
5 MBK ASX Release 17 August 2022 “Gold Intercepted 400m East of the Kingsley Resource”
6 MBK ASX Release 24 August 2022 “Kingsley East Aircore Drilling Results”
7 MBK ASX Release 11 November 2022 “Drilling confirms continuity of gold mineralisation”
8 MBK ASX Release 18 October 2022 “Positive Gold Assays from Livingstone North”
9 MBK ASX Release 24 November 2022 “Shallow High Grade Gold Results at Livingstone North”
10 MBK ASX Release 28 November 2022 “Exploration strikes gold at Stanley Prospect”
11 MBK ASX Release 21 February 2023 “Livingstone delivers updated shallow Mineral Resource at Homestead”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Millennium Project
– Qld
• MBK’s Phase 1 and 2 drilling programs completed with assay results continuing to
return high cobalt grades 12 ,
Cobalt
Copper
Gold
• Cobalt grades highlight Millennium as one of Australia’s highest grade undeveloped
battery metals projects
• MBK earned a 51% joint venture interest, and is continuing to fund the project
through Stage 2 to increase its interest to 80%
• Updated JORC 2012 Mineral Resource Estimate of 8.4Mt @ 1.23% CuEq (0.09%
Co, 0.29% Cu and 0.12g/t Au) 13 including open cut (86%) and underground (14%)
Resources
•
Bulk of the deposit is from surface, amenable to open cut mining and remains open
at depth with high grade Co and Cu underground mining potential
• Next steps include resource extension and metallurgical drilling and test work
leading to scoping and subsequently pre-feasibility studies
Corporate
• Consolidation of the issued capital of the Company was completed on a 10 for 1
basis in 2022
•
•
Placement at $0.034 per new shares completed in September 2023 raising $1.1M
Entitlement Offer underway seeking to raise an additional $1.5M
Business Overview
MBK holds a significant portfolio of advanced copper, cobalt and gold exploration projects, with
substantial growth upside, including:
• Mineral exploration and reconnaissance rights in southern Jordan, focusing on identifying copper
deposits within Wadi Araba14 ;
•
•
•
a 51% interest and the right to earn up to 80% of the Millennium Cobalt-Copper-Gold project
which holds a 2012 JORC Inferred Resource of 8.4Mt @ 1.23% CuEq15 across 5 granted Mining
Leases with significant potential for expansion;
a 75% interest in the advanced Livingstone Gold Project in WA which holds a JORC 2012
Inferred Resource of 40,300oz Au16 at the Homestead prospect, a JORC 2012 Inferred
Resource of 30,500oz Au 17 at Kingsley, and an Exploration Target17 of 290 – 400Kt at 1.8 – 2.0
g/t Au for 16,800 – 25,700oz Au at Kingsley; and
the 8 Mile, Wild Irishman and Eidsvold Gold projects in South East Queensland where
considerable work by MBK to date has drill-proven both high grade vein-style and bulk tonnage
intrusion-related gold mineralisation.
12 MBK ASX Release 7 July 2022 “Millennium Exploration Update – Early Assays Received”; and MBK ASX Release 14
October 2022 “High Cobalt Grades Confirmed in First Millennium Assays”
13 Refer to footnote 1 on page 1
14 MBK ASX Release 19 July 2019 “MBK secures exclusive rights to explore for Copper in Jordan”
15 Refer to footnote 1 on page 1
16 Refer to footnote 11 on page 3
17 MBK ASX Release 18 January 2022 “Kingsley Deposit Maiden Mineral Resource Estimate and updated Exploration
Target”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
MBK’s forward exploration programs at these projects will continue to focus on:
•
•
short term resource growth - advancing existing projects to substantially increase JORC
Resources;
identifying additional mineralisation at each of its projects; and
• assessing development potential, including fast tracking projects through feasibility and
development to production, particularly at the Millennium Project in Queensland, where the
cobalt and copper project is contained within granted mining licenses.
2023/2024 Activity and Milestone Timeline
* Proposed work programs and timelines are estimates only, dependent on exploration results and subject to land access,
contractor availability, weather events and other external factors
** MBK is aiming to complete a limited validation drilling program at Malaqa earlier than the stated timeframe
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Jordan Copper – MBK 100%
MBK entered into two agreements with the Jordan Ministry for Energy and Mineral Resources
(MEMR) in July 2023 granting MBK exclusive exploration rights and reconnaissance rights in Jordan:
•
•
for exploration at Malaqa, centered on the historically significant Um el Amad (Mother of Pillars)
Copper mine, contiguous to the Feinan Copper district, with potential for significant sediment
hosted stratiform copper deposits; and
for regional reconnaissance, inspection, assessment and studies for Copper within the Wadi
Araba area forming part of the Proterozoic Arabian-Nubian Shield (ANS) in the south of the
country, which has very limited exploration to date.
This represents the first step in MBK’s strategy to explore the MENA region for Copper deposits.
Figure 1: Um el Amad exploration agreement area and local geology
The highly prospective Wadi Araba area represents the far north western region of the well-
mineralised Arabian-Nubian Shield. Historically Jordan was one of the most prolific sources of copper
in the region, with the Um el Amad copper mine described as the “largest copper mine in the Roman
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Empire18”. The Feinan Copper district contiguous to MBK’s Malaqa agreement is reported to host
significant resources according to MEMR studies19 .
The Malaqa exploration agreement covers 25km2 in the central west of Jordan (Figure 1). This
exploration agreement has been granted for an initial two-year work program and includes the
historic near surface ‘Um el Amad’ stratiform sediment-hosted copper deposit that was intermittently
mined in Chalcolithic (4500-4100 BC) and Roman times. Historical production records are
unavailable, however underground mining ‘room-and-pillar’ method appears commonplace in the
region for selective mining of the 1-3m thick seams of high grade copper mineralisation.
Beyond historical mining activities, modern exploration work in the local region has been largely
limited to exploration by Otto Gold in the 1960s and the BRGM (French Geology and Mining
Research Bureau) in the 1970’s.
MBK’s Reconnaissance agreement, in the form of a memorandum of cooperation with the MEMR,
grants to MBK the right in cooperation with the MEMR, for an initial term of two years, to conduct
studies, reconnaissance, inspection and assessment for copper throughout the Wadi Araba area of
Jordan (excluding those areas already granted to third parties, Military areas or Natural or
Archaeological Reserves) with the specific aim of identifying areas for mineral resource exploration
and mining potential.
Of key interest to the Company is the opportunity presented by the Wadi Araba area (Figure 2) which
represents the far north western region of the well-mineralised Arabian-Nubian Shield (Figures 2 and
3).
Existing operations and deposits in the ANS include (Figure 3):
1.
2.
3.
4.
5.
6.
7.
8.
Hassai/Ariab VMS (volcanic massive sulphide) Cu, Sudan. 80.8Mt @ 1.12% Cu and 1.25g/t
Au (Indicated) plus 37.5Mt @ 1.09% Cu and 1.17g/t Au (Inferred, NI43-101 compliant) 20.
Sukhari porphyry Au, Egypt. 5moz Au produced to 2022, with 320Mt @1.08g/tAu for
11.11Moz of contained gold (Measured and Indicated - NI 43-101) 21
Bisha VMS Cu-Zn-Au-Ag, Eritrea. 34.91Mt@ 0.6g/t Au, 33g/tAg, 1.02% Cu and 4.18% Zn
(Measured and Indicated – NI 43 101) and 33.97Mt @ 0.8g/t Au, 25 g/tAg, 1.01% Cu and
4.74% Zn (Inferred – NI 43 101) 22.
Ad Duwayhi intrusion-related Au, Saudi Arabia. 27.3Mt @ 1.8g/t (Measured + Indicated +
Inferred – JORC 2012) 23
Al Amar VMS-epithermal Au-Cu-Zn, Saudi Arabia. 3.2Mt @4.8g/t Au, 0.40% Cu and 4.4%
Zn (Measured + Indicated + Inferred – JORC 2012) 24
Jebel Ohier porphyry Cu-Au, Sudan. 593Mt @ 0.33% Cu (Indicated + Inferred - NI 43-101
compliant) 25
Jabal Sayid VMS Cu-Au, Saudi Arabia. ~31Mt @ 0.3 g/t Au and 2.3% Cu (Measured +
Indicated + Inferred – JORC 2012) 26
Mansourah-Massarah orogenic to intrusion-related Au, Saudi Arabia. 49.8Mt @ 2g/t Au
(JORC 2012 Measured + Indicated + Inferred - Mansourah) and 46.9Mt @ 1.5g/t Au (JORC
2012 Measured + Indicated + Inferred - Massarah).
18 Grattan, 2004
19 Hashemite Kingdom of Jordan, Natural Resources Authority, Geological Survey Administration, Mineral Status and
Future Opportunity “Copper” by Eng. Ibrahim Rabb’a, Dr. Mohammed Nawasreh, 2006
20 La Mancha Annual Report 2 April 2012
21 https://www.centamin.com/assets/sukari-gold-mine/
22 SRK Consulting NI 43-101 Technical Report, 2017
23 Ma’aden Annual Report 2021
24 Ma’aden Annual Report 2021
25 Bierlein et al 2016 in Ore Geology Reviews v79
26 Ma’aden Annual Report 2021
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
9.
10.
Mahd Ad’Dhahab volcanic/epithermal Au and polymetallic deposit (Saudi Arabia)
Underground – 3.5Mt @ 12.6 g/t Au, 0.8% Cu and 2.14% Zn (JORC 2012 Measured +
Indicated + Inferred) and Open Pit 51.7Mt @ 1.8g/t Au, 0.2% Cu and 0.60% Zn (JORC 2012
Measured + Indicated + Inferred) 27.
Bulghah intrusion-related Au, Saudi Arabia. 53.2Mt @ 0.9g/t Au (JORC 2012 Measured +
Indicated + Inferred) 28.
Figure 2: Jordan project overview showing simplified geology and Wadi Araba reconnaissance area
27 Ma’aden Annual Report 2021
28 Ma’aden Annual Report 2021
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Figure 3: Geology and major mineral deposits and mining projects of the Arabian Nubian Shield (ANS)
Jordan Forward Program
Initial fieldwork has been completed, with a focus on mapping and sampling in priority areas in and
around the historical Um el Amad copper mine. Multi-element analysis will characterise
mineralisation and early stage metallurgical testwork will be completed on bulk samples.
Investigations will then continue in Q4, including drill testing the host stratigraphy to confirm lateral
continuity of mineralisation.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Livingstone Project – MBK 75%
Background
The Livingstone Project is an advanced gold exploration project with ~80,000oz of defined gold
resources and multiple exploration targets. Located 140km northwest of Meekatharra in Western
Australia, it includes 395km2 of granted exploration licences covering the entire western arm of the
Proterozoic Bryah-Padbury Basin (host to the Fortnum, Horseshoe and Peak Hill gold deposits and
>2Moz Au endowment) (Figure 4).
Figure 4: Livingstone Project location within Bryah Basin and relative to other gold operations
The Livingstone Project provides:
•
•
•
•
a JORC 2012 Inferred Resource of 40,300oz Au29 at the Homestead prospect with potential
for expansion;
the Kingsley deposit hosting JORC 2012 Inferred Resource of 30,500oz Au 30;
the Kingsley Exploration Target of 290 - 400kt at 1.8 -2.0 g/t for 16,800 – 25,700oz Au18;
the Livingstone North prospect with extensive Au-in soil anomaly, historical mining activities
and historical and recent high-grade drilling intersections;
• multiple advanced gold targets (Figure 5), inadequately tested to date including Hilltop,
Stanley, Winja, Winja West, VHF;
• multi element targets including Kirba (Ni) and Iron Ore (Fe); and
•
over 10 regional greenfields targets identified by independent experts with 40km prospective
strike length.
It should be noted that the potential quantity and grade of the Exploration Targets is conceptual in
nature. There has been insufficient exploration to estimate an additional Mineral Resource and it is
uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration
29 MBK ASX Release 21 February 2023 “Livingstone delivers updated shallow Mineral Resource at Homestead”
30 MBK ASX Release 18 January 2022 “Kingsley Deposit Maiden Mineral Resource Estimate”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Target takes no account of geological complexity that may be encountered, possible mining methods
or metallurgical recovery factors. It is acknowledged that the currently available data is insufficient
spatially in terms of the density of drill holes, and in quality, in terms of MBK’s final audit procedures
for down hole data, data acquisition and processing, for the results of this analysis to be classified
as Mineral Resources in accordance with the JORC Code.
Figure 5: Livingstone Project – Resources and Targets
During the Year, MBK completed Phase 2 of the Livingstone Project’s staged drilling program31,
including:
•
•
•
12 holes for 750m at Kingsley East;
27 holes for 1,926m at Livingstone North to validate historical drill results, target known
mineralised structures, and test significant gold-in-soil anomalism; and
11 holes for 660m at Stanley and Stella prospects
Phase 1 drilling results from the Kingsley Resource area and Kingsley East targets were also
received, extending the strike length of the mineralisation at the Kingsley project from 750m to
approximately 1.8km.
31 MBK ASX Release 27 September 2022 “Exploration Update – Livingstone Project”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Figure 6: Kingsley Prospect area overview showing maiden Inferred Resource and notable drill intersections outside the
resource
MBK also completed the updated JORC 2012 Mineral Resource Estimate (“MRE”) for the
Homestead gold deposit of 880Kt at 1.42g/t Au for 40,300oz Au (0.5g/t Au cut-off)32, with over 80%
of the Resource within Indicated classification (Figure 7). The MRE was prepared by Cube Consulting
of Perth using geological and mineralisation interpretation by MBK geologists.
32 MBK ASX Release 21 February 2023 “Livingstone delivers updated shallow Mineral Resource at Homestead”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Figure 7: NNW isoview of Homestead Mineral resource and optimised pit shell
Due to the shallow nature of drilling a number of down-dip extensions of mineralised shoots in the
existing Mineral Resource area remain untested and represent an opportunity for significant growth.
This includes an apparent grade increase at depth in several areas based on drilling to date, and
there are also adjacent and sub-parallel splays, shoots and intersections of note. These zones
currently fall outside of pit shell modelling and Mineral Resource Estimate, and require further
validation work to add to the Homestead Au Resource inventory.
Forward Plan
MBK’s work program for the Livingstone Project is aimed to build existing Resources and identify
new deposits, and includes:
• Resource infill and extension drilling at the Kingsley deposit;
• Maiden Resource Estimation at the Livingstone North prospect; and
• Development and testing of additional advanced and regional targets to identify a clear path to
defining additional Resources within the tenement package.
Field work, including soil and rock chip sampling and mapping of new target areas has commenced.
The Company’s drilling programs on new target areas are pending Heritage clearances being
obtained.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Millennium Project – MBK 51% earning up to 80%
The Millennium Co-Cu-Au deposit (Millennium) approximately 35km WNW of Cloncurry in North
Queensland, represents a near-term critical minerals development opportunity, at surface on granted
mining leases and proximal to existing mining infrastructure in a renowned exploration and mining
region.
MBK JV interest earned
MBK completed its Stage 1 earn-in obligations under the Millennium earn-in and joint venture
agreement during December 2022 and gave notice to its joint venture partner electing to acquire a
51% joint venture interest in the Project33.
MBK now holds a 51% Joint Venture Interest in the Millennium project and assets. Stage 2 of the
joint venture has commenced with MBK earning an additional 29% interest (to take its total interest
to 80%) by sole funding exploration expenditure in the amount of $2 million.
Mineral Resource Estimate update
During the Year, MBK reported a JORC 2012 Mineral Resource Estimate (MRE) update for the
Millennium Co-Cu-Au deposit of 8.4Mt @ 0.09% Co, 0.29% Cu and 0.12g/t Au for a 1.23% CuEq 34
(Figures 8-9).
The new MRE represents a 42% tonnage increase and 14% grade increase from the previous
resource of 5.9Mt @ 0.11% Co, 0.32% Cu and 0.11g/t Au for 1.08% CuEq, 0.7% CuEq% cut-off
(Note: no RPEEE applied). The updated MRE was completed by Cube Consulting in conjunction
with MBK geologists and Haren Consulting.
Figure 8: Millennium Co-Cu-Au Project isoview showing 2023 MRE, resource drilling and optimised pit shell
33 MBK ASX Release 5 December 2022 “MBK earns a 51% interest in Millennium”
34 MBK ASX Release 21 March 2023 “Millennium delivers substantial Resource increase”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
In conjunction with the 2023 MRE Update, MBK has revised the overall project Exploration Target
for Millennium to 12-14Mt @ 1.0-1.3% CuEq35 (inclusive of current MRE), supported by its updated
mineralisation model, high grade Co-Cu intersections at depth which remain open, a number of infill
and extensional gaps in the existing MRE, and additional scope for improving geology, metallurgy,
geotechnical and economic parameters, including for the updated MRE.
The potential quantity and grade of the Exploration Targets is conceptual in nature. There has been
insufficient exploration to estimate an additional Mineral Resource and it is uncertain if further
exploration will result in the estimation of a Mineral Resource. The Exploration Target takes no
account of geological complexity that may be encountered, possible mining methods or metallurgical
recovery factors. It is acknowledged that the currently available data is insufficient spatially in terms
of the density of drill holes, and in quality, in terms of MBK’s final audit procedures for down hole
data, data acquisition and processing, for the results of this analysis to be classified as Mineral
Resources in accordance with the JORC Code.
Figure 9: N-S longsection view of the Millennium Co-Cu resource, optimised pit shell and resource drilling.
Note Exploration Target figures are conceptual in nature and are poorly tested/untested to date
Millennium forward work program
The Millennium Project is a key asset for MBK with the forward work program for the next 12-24
months including:
• Scoping and pre-feasibility studies to assess development potential and ESG;
• Further metallurgical drilling to obtain sufficient bulk samples for advanced metallurgical work
and flowsheet in conjunction with geotechnical studies, geometallurgical domaining and infill
to increase confidence in the Mineral Resource;
35 Refer to footnote 2 on page 1
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
•
Infill and extension drilling to test the Exploration Target with scope to incorporate into the
global Resource; and
• Collaboration with other critical minerals projects and research in the region to optimise
project value.
South East Queensland Gold Projects
MBK’s South East QLD gold projects include the 8-Mile, Wild Irishman and Eidsvold projects.
8 Mile/Wild Irishman
Metal Bank has been actively exploring for intrusion related gold in the Goodnight Beds within 8
Mile’s EPM26945. The Eastern Target, including the Flori’s Find prospect, is in the southeast of the
EPM area. Geological mapping and interpretation by MBK indicates that this target continues south
into the Wild Irishman EPM27693 granted in late 2021, providing potential to grow the existing JORC
2012-compliant Resource (Figure 10).
MBK’s work programs for the Wild Irishman and Floris Find projects include a gridded soil
geochemistry survey, to build on MBK’s work to the north. Subject to results, subsequent ground
geophysics is proposed to refine drilling targets to be tested in conjunction with the next phase of
work at Flori’s Find aimed at infilling the near surface Exploration Target for conversion to a Mineral
Resource.
Figure 10: Airborne magnetic image of 8 Mile/Wild Irishman project area showing priority target areas
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Eidsvold
The Eidsvold Project presents a drill ready 7km2 opportunity at its Great Eastern Target of a similar
scale and geophysical response to the 3M oz Au Mt Leyshon deposit and 6 km northeast of the
Eidsvold historical goldfield with 100,000 oz Au historical production. Following successful
identification of intrusion-related alteration and veining at the Great Eastern Target as part of the
Queensland Government’s Collaborative Exploration Initiative and subsequent work, drilling during
2021 intersected strong alteration zones, broad enrichment and narrower high-grade mineralisation
returning up to 1m @ 0.25g/t Au, 139g/t Ag, 5.2% Pb-Zn and 0.12% Cu.
This drilling has confirmed the location of an untested hydrothermal system west of the central Great
Eastern Target intrusive. IP/resistivity linework has extended the Great Eastern Target further west
and at shallower target depths.
The Company has developed further work programs for the Eidsvold project based on the results to
date, which include additional detailed geophysics (IP) and structural analysis over an area of
structural complexity to the south of the 2021 drilling with the aim of fine targeting the location of the
causative intrusive/s prior to further drilling. (Figure 11).
Figure 11: Eidsvold Great Eastern Target showing a potential source location of an Au-Cu mineralised intrusion based on
outcomes of Queensland Government CEI-funded drilling
Sue-Ann Higgins
Executive Director
29 September 2023
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CORPORATE GOVERNANCE
Schedule of Tenements
Tenements
Location
Percentage Interest
Roar Resources Pty Ltd (Wholly Owned Subsidiary)
Eidsvold Project
EPM 18431
EPM 18753
8 Mile Project
EPM26945
Wild Irishman Project
EPM27693
EPM – Exploration Permit
Queensland
Queensland
100%
100%
Queensland
100%
Queensland
100%
MBK Millennium Pty Ltd (Wholly Owned Subsidiary)
Millennium Project – earning up to 80%
ML 2512
ML 2761
ML 2762
ML 7506
ML 7507
Westernx Pty Ltd (Wholly Owned Subsidiary)
Livingstone Project – 75%
E52/3667
E52/3403
E52/3903
E52/4213*
E52/4215*
E52/4216*
*transfer of these tenements is in progress
Queensland
Queensland
Queensland
Queensland
Queensland
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
51%
51%
51%
51%
51%
75%
75%
75%
75%
75%
75%
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CORPORATE GOVERNANCE
Competent Persons Statement
The information in this report that relates to Mineral Resource Estimations and Ore Reserves was
prepared and reported in accordance with the ASX Announcements and News Releases referenced
in this report.
The Company confirms that it is not aware of any new information or data that materially affects the
information included in the relevant ASX announcements and News Releases. In the case of Mineral
Resource estimates and Ore Reserve estimates, all material assumptions and technical parameters
underpinning the estimates continue to apply and have not materially changed. The Company
confirms that the form and context in which the Competent Persons’ findings are presented have not
been materially modified from the original ASX announcements or News Releases.
The information in this report, that relates to MBK Exploration Results, Mineral Resources and
Exploration Target statements is based on information compiled or reviewed by Mr Rhys Davies. Mr
Davies is a contractor to the Company and eligible to participate in the Company’s equity incentive
plan. Mr Davies is a Member of The Australasian Institute of Geoscientists 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 Edition of
the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
Mr Davies consents to the inclusion in this report of the matters based on his information in the form
and context in which it appears.
It should be noted that the MBK Exploration Targets described in this report are conceptual in nature
and there is insufficient information to establish whether further exploration will result in the
determination of Mineral Resources.
Corporate Governance
Metal Bank Limited (Metal Bank), recognises the need to establish and maintain corporate
governance policies and practices that reflect the requirements of the market regulators and
participants, and the expectations of members and others who deal with Metal Bank. These policies
and practices remain under constant review as the corporate governance environment and good
practices evolve.
ASX Corporate Governance Principles and Recommendations
The fourth edition of ASX Corporate Governance Council Principles and Recommendations (the
Principles) set out recommended corporate governance practices for entities listed on the ASX.
The Company has issued a Corporate Governance Statement which discloses the Company’s
corporate governance practices and the extent to which the Company has followed the
recommendations set out in the Principles. The Corporate Governance Statement was approved by
the Board on 29 September 2023 and
the Company’s website:
http://metalbank.com.au/corporate-governance
is available on
metalbank.com.au | ASX:MBK
19
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Directors’ Report
Your directors present their report on Metal Bank Limited and its subsidiaries (Consolidated Entity
or the Group) for the year ended 30 June 2023.
DIRECTORS
The names of directors in office at any time during or since the end of the year are:
Current Directors
INĖS SCOTLAND
EXECUTIVE
CHAIR
B App Sc
Appointed 13 August
2013
Ms Scotland was most recently the Managing Director and CEO of
Ivanhoe Australia, an ASX listed entity with a market capitalisation of
$500m.
Prior to this Ms Scotland was the Managing Director and CEO of Citadel
Resource Group Limited. Ms Scotland was a founding shareholder of
Citadel and was its managing director through its growth, until its
acquisition by Equinox Minerals in January 2011.
At the time of acquisition by Equinox, Citadel was developing the Jabal
Sayid Copper Project in Saudi Arabia, had a market capitalisation of
$1.3B and had raised more than $380m on the equity markets.
Ms Scotland has worked in the mining industry for over 25 years for large
scale gold and copper companies in Australia, Papua New Guinea, USA
and the Middle East. This has included working for Rio Tinto companies,
Comalco, Lihir and Kennecott Utah Copper.
SUE-ANN HIGGINS
EXECUTIVE
DIRECTOR
COMPANY
SECRETARY
BA LLB HONS AGIA
ACG GAICD
Ms Higgins is an experienced company executive who has worked for
over 25 years in the mining industry including in senior legal and
commercial roles with ARCO Coal Australia Inc, WMC Resources Ltd,
Oxiana Limited and Citadel Resource Group Limited. Ms Higgins has
extensive experience in governance and compliance, mergers and
acquisitions, equity capital markets and mineral exploration,
development and operations.
Appointed 24
February 2020
Ms Higgins is a non-executive director of Dacian Gold Limited.
GUY ROBERTSON
EXECUTIVE
DIRECTOR
B Com (Hons), CA.
Mr Robertson has more than 30 years’ experience as Chief Financial
Officer, Company Secretary and Director of both public and private
companies in Australia and Hong Kong, including over 15 years’
experience in ASX listed mineral exploration companies.
Appointed 17
September 2012
Previous roles included Chief Financial Officer/GM Finance of Jardine
Lloyd Thompson, Colliers International Limited and Franklins Limited.
Other current public company directorships include:
• Hastings Technology Metals Ltd
• Artemis Resources Limited
• Greentech Metals Limited
• Alien Metals Limited
Mr Robertson was previously a director of Bioxyne Limited from 30 June
2022 to 19 May 2023.
metalbank.com.au | ASX:MBK
20
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Interest in the shares, options and performance rights of the Company
As at the date of this report, the interests of the directors in the shares and options of Metal Bank
Limited were1:
Inés Scotland
Sue-Ann Higgins
Guy Robertson
Ordinary
Shares
15,493,412
14,254,666
Options
Performance
Rights
1,916,067
750,000
2,911,870
1,050,000
1,077,223
151,445
625,000
1Post a one for ten consolidation of securities on 25 November 2022.
Details of the movement in shares held by Directors and Officers
Period from 1 July 2022 to 30 June 2023
Balance at
beginning
of period
Exercised on
vesting of
performance
rights
One for ten
consolidation
Purchased
Balance at
end of year
I. Scotland
147,434,113
750,000
(132,690,701)
G. Robertson
4,522,223
625,000
(4,070,000)
-
-
15,493,412
1,077,223
S. Higgins
130,370,981
282,327,317
1,050,000
(117,333,882)
167,567
14,254,666
2,425,000
(254,094,583)
167,567
30,825,301
Period from 1 July 2021 to 30 June 2022
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
109,112,780
793,334
71,418,589
181,324,703
Received as
remuneration
Purchased
Balance at
end of year
-
-
-
-
38,321,333
147,434,113
3,728,889
4,522,223
58,952,392
130,370,981
101,002,614
282,327,317
Details of the movement in the options held by Officers and Directors
Period from 1 July 2022 to 30 June 2023
Balance at
beginning
of period
19,160,666
Received as
remuneration
-
One for ten
consolidation
(17,244,599)
Balance at
end of year
1,916,067
I. Scotland
G. Robertson
1,514,444
S. Higgins
29,118,695
49,793,805
-
-
-
(1,362,999)
151,445
(26,206,825)
(44,814,423)
2,911,870
4,979,382
metalbank.com.au | ASX:MBK
21
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Period from 1 July 2021 to 30 June 2022
Balance at
beginning
of period
Received as
remuneration
Purchased¹
Lapsed
Balance at
end of year
I. Scotland
G. Robertson
S. Higgins
88,000
56,667
6,996,778
7,141,445
-
-
-
-
19,160,666
1,514,444
29,118,695
49,793,805
(88,000)
19,160,666
(56,667)
1,514,444
(6,996,778)
(7,141,445)
29,118,695
49,793,805
Details of the movement in performance rights
Period from 1 July 2022 to 30 June 2023
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
Vested
One for ten
consolidation
Balance at
end of year
15,000,000
(7,500,000)
(6,750,000)
750,000
12,500,000
(6,250,000)
(5,625,000)
625,000
21,000,000
48,500,000
(10,500,000)
(9,450,000)
(24,250,000)
(21,825,000)
1,050,000
2,425,000
Period from 1 July 2021 to 30 June 2022
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
Received as
Remuneration
15,000,000
12,500,000
21,000,000
48,500,000
-
-
-
-
Lapsed
Balance at
end of year
15,000,000
12,500,000
21,000,000
48,500,000
-
-
-
-
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than as outlined in the Director’s report, there were no significant changes in the state of affairs
of the Company during the year.
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was mineral exploration. There have
been no significant changes in the nature of the Company’s principal activities during the financial
year.
SIGNIFICANT AFTER BALANCE SHEET DATE EVENTS
Subsequent to year end the Company raised $1,152,000, before costs, issuing 33,900,000 in a share
placement at $0.034 per share. The Company also announced an entitlement offer which is expected
to raise a further a further $1.5 million.
Other than as outlined above there are no matters or circumstances that have arisen since the end
of the financial period that have significantly affected or may significantly affect the operations of the
consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in
future financial years.
metalbank.com.au | ASX:MBK
22
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS
The primary objective of Metal Bank is to continue its exploration activities on its current exploration
projects in Australia and to continue to pursue new project opportunities as they arise.
The material business risks faced by the Company that are likely to have an effect on the financial
prospects of the Company, and how the Company manages these risks, are:
•
•
Future Capital Needs – the Company does not currently generate cash from its operations. The
Company will require further funding in order to meet its corporate expenses, continue its
exploration activities and complete studies necessary to assess the economic viability of its
projects. The Company’s financial position is monitored on a regular basis and processes put
into place to ensure that fund raising activities will be conducted in a timely manner to ensure
the Company has sufficient funds to conduct its activities.
Exploration and Developments Risks – the business of exploration for gold, copper and other
minerals and their development involves a significant degree of risk, which even a combination
of experience, knowledge and careful evaluation may not be able to overcome. To prosper, the
Company depends on factors that include successful exploration and the establishment of
resources and reserves within the meaning of the 2012 JORC Code. The Company may fail to
discover mineral resources on its projects and once determined, there is a risk that the
Company’s mineral deposits may not be economically viable. The Company employs geologists
and other technical specialists and engages external consultants where appropriate to address
this risk.
• Commodity Price Risk – as a Company which is focused on the exploration of gold and base
and precious metals, it is exposed to movements in the price of these commodities. The
Company monitors historical and forecast price information from a range of sources in order to
inform its planning and decision making.
•
Title and permit risks - each permit or licence under which exploration activities can be
undertaken is issued for a specific term and carries with it work commitments and reporting
obligations, as well as other conditions requiring compliance. Consequently, the Company could
lose title to, or its interests in, one or more of its tenements if conditions are not met or if sufficient
funds are not available to meet work commitments. Any failure to comply with the work
commitments or other conditions on which a permit or tenement is held exposes the permit or
tenement to forfeiture or may result in it not being renewed as and when renewal is sought. The
Company monitors compliance with its commitments and reporting obligations using internal and
external resources to mitigate this risk.
PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION
The consolidated entity will comply with its obligations in relation to environmental regulation on its
Queensland and West Australian projects and when it undertakes exploration in the future. The
Directors are not aware of any breaches of any environmental regulations during the period covered
by this report.
OPERATING RESULTS AND FINANCIAL REVIEW
The loss of the consolidated entity after providing for income tax amounted to $7,045,265 (2022: loss
of $1,893,250).
The Group’s operating income increased to $18,688 (2022: $835) attributable to the increase in
interest rates and earnings on deposits.
Expenses increased to $7,063,953 (2022: $1,894,085) due to the impairment of other financial asset
in the amount of $6,000,000. The impairment relates to the Triumph project that was sold in July
2020. The purchase consideration was based on milestones in relation to Mineral Resources. The
metalbank.com.au | ASX:MBK
23
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Board has considered the current progress of the Triumph project and has determined that the
probability of achieving the payment milestones has become remote, and consequently has impaired
the contingent consideration of $6,000,000 that related to this project.
Capitalised exploration costs increased to $13,599,370 (2022: $10,804,133) reflecting the increased
exploration on the Livingston and Millenium tenements following acquisition.
Net assets decreased to $14,000,830 (2022: $20,342,408) largely reflecting the result for the year
which included the impairment of the financial asset in the amount of $6,000,000.
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been paid or declared
by way of a dividend to the date of this report.
REMUNERATION REPORT
Remuneration Policy
The Board determines, on a case by case basis, the terms and conditions of employment of company
executives and consultants, including remuneration.
The Board’s policy for determining the nature and amount of remuneration for Board members and
executives (Remuneration Policy) is as follows:
•
The terms and conditions for the executive directors and other senior staff members, are
developed by the Chair and Company Secretary and approved by the Board;
• Remuneration for directors and senior executives is determined and reviewed by the Board by
reference to the Company’s performance, the individual’s performance, as well as comparable
information from listed companies in similar industries;
•
•
•
•
•
In determining competitive remuneration rates, the Board may seek independent advice on local
and international trends among comparative companies and industry generally. It examines
terms and conditions for employee incentive schemes, benefit plans and share plans.
Independent advice may be obtained to confirm that executive remuneration is in line with market
practice and is reasonable in the context of Australian executive reward practices;
The Company is a mineral exploration company and does not generate cash from its operations.
In order to preserve cash for exploration activities, the Board has determined, where possible, to
pay a base remuneration less than market rates to its executive directors, employees and
individual contractors with base remuneration to be supplemented by performance incentives to
ensure attraction, retention and ongoing incentives for its directors and executives;
The Board determines payments to the non-executive directors, if any, and reviews their
remuneration annually, based on market practice, duties and accountability;
All remuneration paid to directors is valued at the cost to the Company and expensed. Where
appropriate, shares given to directors and executives are valued as the difference between the
market price of those shares and the amount paid by the director or executive. Options are valued
using the Black-Scholes methodology; and
Issue of performance rights are subject to the terms of Metal Bank Equity Incentive Plan and
their vesting is subject to vesting conditions and performance hurdles relating to the performance
of both the Company and the individual as determined and assessed by the Board.
The Company has not tabled figures for earnings and shareholders’ funds for the last five years as,
being an exploration company, these historical figures have no relevance in determining
remuneration structure.
metalbank.com.au | ASX:MBK
24
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
REMUNERATION REPORT - CONTINUED
DIRECTORS' AND EXECUTIVE OFFICERS’ EMOLUMENTS –
(a) Details of Directors and Key Management Personnel
(i)
(ii)
(iii)
Current Directors
Inés Scotland – Executive Chair (appointed 13 August 2013)
Sue-Ann Higgins – Executive Director (appointed 24 February 2020)
Guy Robertson – Executive Director (appointed 17 September 2012)
Company Secretary
Sue-Ann Higgins (appointed 21 August 2013)
Key Management Personnel
Sue-Ann Higgins – Chief Operating Officer
Rhys Davies – General Manager Exploration (appointed 1 May 2021)
Directors’ remuneration and other terms of employment are reviewed annually by the Board having
regard to performance against goals set at the start of the year, relative comparative information and
independent expert advice, where appropriate.
Except as detailed in Notes (a) – (c) to the Remuneration Report, no director or officer has received
or become entitled to receive, during or since the financial year, a benefit because of a contract made
by the Company or a related body corporate with a director, a firm of which a director is a member
or an entity in which a director has a substantial financial interest. This statement excludes a benefit
included in the aggregate amount of emoluments received or due and receivable by directors and
shown in Notes (a) – (c) to the Remuneration Report, prepared in accordance with the Corporations
Regulations, or the fixed salary of a full time employee of the Company.
(b) Remuneration of Directors and Key Management Personnel
Remuneration Policy
The Company’s Remuneration Policy is outlined above. Remuneration of Directors of the Group and
Key Management Personnel is set out below.
Service Contracts
The Executive Chair, Ms I Scotland, and Executive Director, Mr G Robertson, have letters of
appointment, providing for fees of $200,000 and $75,000 per annum, respectively.
The Company has a service contract with the Executive Director/Company Secretary, Ms S. Higgins,
providing an annual fee of $180,000, and which may be terminated by either party giving three
months’ notice.
The Exploration Manager Mr R Davies has a contract allowing for fees up to $240,000 per annum,
with three months’ notice of termination by either party.
Parent & Group Key Management Personnel
2023
I. Scotland
S. Higgins
G. Robertson
R. Davies
Totals
Base
Salary
and Fees
180,995
180,000
75,000
162,500
598,495
Superannuation
19,005
Share
Based
Payments
Total
53,428 253,428
%
Incentive
21%
-
-
74,800 254,800
44,524 119,524
-
19,005
106,857 269,357
279,609 897,109
29%
37%
40%
31%
There are no other employment benefits, either short term, post-employment or long term, non-
monetary or otherwise other than those outlined above.
metalbank.com.au | ASX:MBK
25
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
REMUNERATION REPORT - CONTINUED
2022
I. Scotland
S. Higgins
G. Robertson
R. Davies
Base Salary
and Fees
133,333
160,000
66,669
199,500
559,502
Share Based Payments
78,106
109,348
65,088
156,222
408,764
Total
211,439
269,348
131,757
355,722
968,266
% Incentive
37%
41%
44%
-
42%
(c) Employee Related Share-based compensation
Options
No options were issued to employees or to directors or executives as part of their remuneration for
the year ended 30 June 2023.
Performance Rights
The Metal Bank Equity Incentive Plan (the Incentive Plan) and issue of securities under the Incentive
Plan was first approved by shareholders at the Annual General Meeting of the Company held on 29
November 2021. The Incentive Plan replaces the Metal Bank Performance Rights Plan which was
first approved by shareholders at the Annual General Meeting of the Company held on 30 November
2012 and this approval was renewed by shareholders at the Annual General Meeting of the Company
held on 30 November 2021.
To be eligible to participate in the Incentive Plan, a person must be a full or part time employee,
contractor or consultant (approved by the Board) of the Company or any subsidiary of the Company
or a director or such other person the Board in its discretion determines to be eligible to participate
in the Plan.
Following shareholders’ approval on 29 November 2021, the Company issued the following
performance rights, which have been restated for the one for ten securities consolidation which
occurred on 25 November 2022:
2021 Performance Rights
2022 Performance Rights
Inés Scotland
750,000
750,000
Sue-Ann Higgins
1,050,000
1,050,000
Guy Robertson
625,000
625,000
In addition, the Company issued the following employee performance rights:
2021 Performance Rights
2022 Performance Rights
Employees
2,118,750
2,118,750
The 2021 Performance Rights vesting conditions have been met and the performance rights
vested during the year with the issue of 4,543,750 shares.
The 2022 Performance Rights are subject to certain performance milestones (Performance
Conditions) which are set out below. Upon achievement of the Performance Conditions prior the
end of the relevant Performance Period, the Performance Rights will vest in the percentages set
out below.
metalbank.com.au | ASX:MBK
26
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
REMUNERATION REPORT - CONTINUED
%
25%
25%
25%
25%
Share Price Milestones – the Rights will vest upon:
The 30 day VWAP of the Company's share price being equal to or above 50% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 100% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 150% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 200% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
Note: The share price milestones are cumulative. If the Share price achieves a second, third
or fourth hurdle before there is time for vesting of the Rights for a previous hurdle, then all the
Rights due at that hurdle will be vested
Alternate Milestones: in the event no Share Price Milestones are triggered in the Performance
Period: Note: these alternate milestones are not cumulative.
Either:
MBK's JORC 2012 Resource at any one Project exceeds 200,000 ounces of contained Au or
Au Equivalent from a Resource with a minimum cut-off grade of no less than 0.5 g/t Au; or
MBK's JORC 2012 Resource at any one Project exceeds 8 million tonnes of copper metal
equivalent from a Resource with a minimum cut-off grade of no less than 0.5% CuEq
The Company is an exploration company and has no revenue from sales of product. Consequently,
earnings/loss and return to shareholders over the previous five years is not an appropriate
benchmark for the determination of executive remuneration and has not been tabled.
Remuneration report – end.
MEETINGS OF DIRECTORS
The number of directors' meetings (including committees) held during the financial period, each
director who held office during the financial period and the number of meetings attended by each
director are:
Director
I. Scotland
S. Higgins
G. Robertson
Directors Meetings
Meetings
Attended
8
8
8
Number
Eligible to
Attend
8
8
8
metalbank.com.au | ASX:MBK
27
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
INDEMNIFYING OFFICERS
In accordance with the Constitution, except as may be prohibited by the Corporations Act 2001, every
officer or agent of the Company shall be indemnified out of the property of the Company against any
liability incurred by him or her in his or her capacity as officer or agent of the Company or any related
corporation in respect of any act or omission whatsoever and howsoever occurring or in defending
any proceedings, whether civil or criminal.
The Company paid insurance premiums of $16,850 in August 2023 in respect of directors’ and
officers’ liability. The insurance premiums relate to:
•
costs and expenses incurred by the relevant officers in defending legal proceedings, whether
civil or criminal and whatever their outcome; and
• other liabilities that may arise from their position, with the exception of conduct involving wilful
breach of duty or improper use of information to gain a personal advantage.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial year, indemnified or agreed to
indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the
auditor of the Company or any related entity.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene
in any proceeding to which the Company is a party for the purpose of taking responsibility on behalf
of the Company for all or any part of those proceedings. The Company was not a party to any such
proceedings during the year.
AUDITORS
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act
2001.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration under Section 307C in relation to auditor’s
independence for the year ended 30 June 2023 has been received and can be found on the following
page.
NON-AUDIT SERVICES
The Board of Directors advises that no non-audit services were provided by the Company’s auditors
during the year.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA
PARTNERS
There are no officers of the Company who are former partners of RSM Australia Partners.
This report is made in accordance with a resolution of the directors pursuant to section 298(2)(a) of
the Corporations Act 2001.
Guy Robertson
Director
Sydney, 29 September 2023
metalbank.com.au | ASX:MBK
28
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Metal Bank Limited for the year ended 30 June 2023, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Gary N Sherwood
Partner
Sydney NSW
Dated: 29 September 2023
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
29
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSICE INCOME
For the year ended 30 June 2023
Note
Revenue and other income
2
Administration expenses
Employee benefits expense
3
Compliance and regulatory expenses
Directors fees
Management and consulting fees
Project development consulting expenses
Travel expenses
Exploration expenditure written off
Impairment of other financial asset
Share based payments
LOSS BEFORE INCOME TAX
Income tax expense
11
25
3
4
2023
$
18,688
(165,075)
(159,769)
(142,929)
(135,004)
(117,198)
-
(20,291)
-
(6,000,000)
2022
$
835
(171,535)
(161,690)
(159,229)
(118,836)
(195,116)
(689,005)
(21,044)
(4,886)
-
(323,687)
(372,744)
(7,045,265)
(1,893,250)
-
-
LOSS AFTER INCOME TAX EXPENSE
FOR THE YEAR
(7,045,265)
(1,893,250)
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE LOSS
(7,045,265)
(1,893,250)
-
-
Loss for the year is attributable to:
Owners of Metal Bank Limited
(7,045,265)
(1,893,250)
Total Comprehensive loss for the year is
attributable to:
Owners of Metal Bank Limited
(7,045,265)
(1,893,250)
Earnings per share from continuing
operations
Basic and diluted loss per share
(cents per share)
20
(2.61)
(1.0)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in
conjunction with the attached notes
metalbank.com.au | ASX:MBK
30
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Financial assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Exploration and evaluation expenditure
Other financial assets
Note
2023
$
2022
$
6
7
8
9
10
11
766,335
31,804
1,250
799,389
799,389
5,689,880
135,700
1,250
5,826,830
5,826,830
398
1,380
13,599,370
10,804,133
-
6,000,000
TOTAL NON-CURRENT ASSETS
13,599,768
16,805,513
TOTAL ASSETS
14,399,157
22,632,343
CURRENT LIABILITIES
Trade and other payables
Deferred consideration
TOTAL CURRENT LIABILITIES
12
12
398,327
-
398,327
789,935
1,500,000
2,289,935
TOTAL LIABILITIES
398,327
2,289,935
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
14,000,830
20,342,408
13
34,263,455
33,715,336
14
520,420
597,494
(20,783,045)
(13,970,422)
14,000,830
20,342,408
The Consolidated Statement of Financial Position are to be read in conjunction with the attached notes.
metalbank.com.au | ASX:MBK
31
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Balance as at 1 July 2022
Loss for the year
Other comprehensive income
for the year
Total comprehensive loss for
the year
Share issue
Cost of share issue
Transfer from share-based payments
Share based payments
Balance as at 30 June 2023
Balance as at 1 July 2021
Loss for the year
Other comprehensive income
for the year
Total comprehensive loss for
the year
Share issue
Cost of share issue
Lapse of options
Share based payments
Balance as at 30 June 2022
Issued
Capital
$
Reserves
Accumulated
Losses
$
Total
$
33,715,336
-
597,494
-
(13,970,422)
(7,045,265)
20,342,408
(7,045,265)
-
-
-
-
-
548,119
-
-
-
34,263,455
-
(168,119)
-
(232,642)
323,687
520,420
(7,045,265)
-
-
232,642
-
(20,783,045)
(7,045,265)
380,000
-
-
323,687
14,000,830
Issued
Capital
$
Reserves
Accumulated
Losses
$
Total
$
22,879,168
-
54,180
-
(12,131,352)
(1,893,250)
10,801,996
(1,893,250)
-
-
-
-
-
11,350,000
(513,832)
-
-
33,715,336
-
-
-
(54,180)
597,494
597,494
(1,893,250)
-
-
54,180
-
(13,970,422)
(1,893,250)
11,350,000
(513,832)
-
597,494
20,342,408
The Consolidated Statement of Changes in Equity are to be read in conjunction with the attached
notes.
metalbank.com.au | ASX:MBK
32
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 30 June 2023
2023
2022
$
$
(584,502)
(1,391,529)
18,688
835
22
(565,814)
(1,390,694)
OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
NET CASH USED IN OPERATING
ACTIVITIES
INVESTING ACTIVITIES
Payments for purchase of exploration assets
(1,500,000)
(2,500,000)
Payment for exploration and evaluation
(2,857,731)
(1,049,709)
NET CASH USED IN INVESTING
ACTIVITIES
FINANCING ACTIVITIES
(4,357,731)
(3,549,709)
Proceeds from issue of shares and options
13
Cost of share issue
NET CASH PROVIDED BY FINANCING
ACTIVITIES
-
-
-
10,100,000
(470,332)
9,629,668
NET (DECREASE)/INCREASE IN CASH HELD
(4,923,545)
4,689,265
Cash at the beginning of the financial year
5,689,880
1,000,615
CASH AT THE END OF THE FINANCIAL
YEAR
6
766,335
5,689,880
The Consolidated Statement of Cash Flows are to be read in conjunction with the attached notes.
metalbank.com.au | ASX:MBK
33
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
This financial report includes the consolidated financial statements and notes of Metal Bank Limited
and its controlled entities (Consolidated Group or Group), and a separate note on the accounts of
Metal Bank Limited as the parent entity (Parent or Company).
A description of the nature of the consolidated entity's operations and its principal activities are
included in the directors' report, which is not part of the financial statements
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
BASIS OF PREPARATION
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would
result in a financial report containing relevant and reliable information about transactions, events and
conditions. Compliance with Australian Accounting Standards ensures that the financial statements
and notes also comply with International Financial Reporting Standards. Material accounting policies
adopted in the preparation of this financial report are presented below and have been consistently
applied unless otherwise stated.
This financial report is presented in Australian Dollars, which is the Group’s functional and
presentation currency.
The financial report has been prepared on an accruals basis and is based on historical costs,
modified, where applicable, by the measurement at fair value of selected non-current assets,
financial assets and financial liabilities.
The preparation of the financial statements requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the consolidated
entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements, are disclosed in point
t.
In accordance with the Corporations Act 2001, these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed in note 23.
The financial report covers the Group of Metal Bank Limited and controlled entities. Metal Bank
Limited is a public listed company, incorporated and domiciled in Australia.
a. Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities
controlled by Metal Bank Limited at the end of the reporting period. A controlled entity is any
entity over which Metal Bank Limited has the ability and right to govern the financial and
operating policies so as to obtain benefits from the entity’s activities.
Where controlled entities have entered or left the Group during the year, the financial
performance of those entities is included only for the period of the year that they were controlled.
A list of controlled entities is contained in Note 24 to the financial statements.
In preparing the consolidated financial statements, all inter-group balances and transactions
between entities in the consolidated group have been eliminated in full on consolidation.
Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly,
to a parent, are reported separately within the equity section of the consolidated statement of
financial position and statement of comprehensive income. The non-controlling interests in the
net assets comprise their interests at the date of the original business combination and their
share of changes in equity since that date.
metalbank.com.au | ASX:MBK
34
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. Going Concern
The financial statements have been prepared on the going concern basis, which contemplates
continuity of normal business activities and the realisation of assets and discharge of liabilities
in the normal course of business.
As disclosed in the financial statements, the consolidated entity incurred a loss of $7,045,265
and used cash in operating and investing activities of $565,814 and $4,357,731 respectively for
the year ended 30 June 2023.
The Directors believe that it is reasonably foreseeable that the consolidated entity will continue
as a going concern and that it is appropriate to adopt the going concern basis in the preparation
of the financial report after consideration of the following factors:
•
•
the consolidated entity has cash and cash equivalents of $766,335 as at 30 June 2023
the Company raised $1.15 million, before costs, in a placement subsequent to year end, and
has an entitlement offer open to raise a further $1.5 million;
• The Company secured a $2m working capital facility from a related party during the year
under review. The facility will bear interest at the Secured Overnight Financing Rate (SOFR)
plus 2% and is repayable by February 2025. The facility has not been drawn upon as at the
reporting date;
•
•
•
the Directors have the ability to scale back exploration expenditure on Group’s projects based
on the availability of cash reserves;
the ability to continue to raise funds in the capital market if required; and
the ability to further reduce discretionary spending.
c. Adoption of New and Revised Accounting Standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2023, the Directors have reviewed all of the new and revised
Standards and Interpretations issued by the AASB that are relevant to the Company and
effective for the current reporting period. As a result of this review, the Directors have determined
that there is no material impact of the new and revised Standards and Interpretations on the
Group and therefore, no material change is necessary to Group accounting policies.
Any new, revised or amending Accounting Standards or Interpretations that are yet to be
mandatory have not been early adopted. The consolidated entity has not yet assessed the
impact of these new or amended Accounting Standards and Interpretations.
The Directors have also reviewed all the new and revised Standards and Interpretations in issue
not yet adopted for the year ended 30 June 2023. As a result of this review the Directors have
determined that there is no material impact of the Standards and Interpretations in issue not yet
adopted by the Company.
d.
Income Taxes
The income tax expense (revenue) for the year comprises current income tax expense (income)
and deferred tax expense (income). Current income tax expense charged to the profit or loss is
the tax payable on taxable income calculated using applicable income tax rates enacted, or
substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured
at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability
balances during the year as well unused tax losses. Current and deferred income tax expense
(income) is charged or credited directly to equity instead of the profit or loss when the tax relates
to items that are credited or charged directly to equity. Deferred tax assets and liabilities are
ascertained based on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. Deferred tax assets also result where
metalbank.com.au | ASX:MBK
35
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes (continued)
amounts have been fully expensed but future tax deductions are available. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates enacted or
substantively enacted at reporting date. Their measurement also reflects the manner in which
management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only
to the extent that it is probable that future taxable profit will be available against which the benefits
of the deferred tax asset can be utilised. Where temporary differences exist in relation to
investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and
liabilities are not recognised where the timing of the reversal of the temporary difference can be
controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and
it is intended that net settlement or simultaneous realisation and settlement of the respective asset
and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable
right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities where it is
intended that net settlement or simultaneous realisation and settlement of the respective asset
and liability will occur in future periods in which significant amounts of deferred tax assets or
liabilities are expected to be recovered or settled.
e. Current and Non-Current Classification
Assets and liabilities are presented in the statement of financial position based on current and
non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold
or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose
of trading; it is expected to be realised within 12 months after the reporting period; or the asset is
cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's
normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within
12 months after the reporting period; or there is no unconditional right to defer the settlement of
the liability for at least 12 months after the reporting period. All other liabilities are classified as
non-current.
f. Property, Plant and Equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated
impairment losses.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as
follows:
• Plant and equipment – over 5 years
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted
if appropriate, at each financial year end.
metalbank.com.au | ASX:MBK
36
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, Plant and Equipment (continued)
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date,
with recoverable amount being estimated when events or changes in circumstances indicate
that the carrying value may be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and
value in use.
An impairment exists when the carrying value of an asset exceeds its estimated recoverable
amount. The asset is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of comprehensive
income.
An annual transfer from the asset revaluation reserve to retained earnings is made for the
difference between depreciation based on the re-valued carrying amounts of the assets and
depreciation based on the assets’ original costs. Additionally, any accumulated depreciation as
at the revaluation date is eliminated against the gross carrying amounts of the assets and the
net amounts are restated to the re-valued amounts of the assets.
Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred
to retained earnings.
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further
future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the statement of comprehensive income in the
year the asset is derecognised.
g. Exploration and Evaluation Costs
Exploration, evaluation and development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are
expected to be recouped through the successful development of the area or where activities in
the area have not yet reached a stage that permits reasonable assessment of the existence of
economically recoverable reserves. Accumulated costs in relation to an abandoned area are
written off in full against profit in the year in which the decision to abandon the area is made.
An area of interest refers to an individual geological area whereby the presence of a mineral
deposit is considered favourable or has been proved to exist. It is common for an area of interest
to contract in size progressively, as exploration and evaluation lead towards the identification of
a mineral deposit which may prove to contain economically recoverable reserves. When this
happens during the exploration for and evaluation of mineral resources, exploration and
evaluation expenditures are still included in the cost of the exploration and evaluation asset
notwithstanding that the size of the area of interest may contract as the exploration and evaluation
operations progress. In most cases, an area of interest will comprise a single mine or deposit.
When production commences, the accumulated costs for the relevant area of interest are
amortised over the life of the area according to the rate of depletion of the economically
recoverable reserves. A regular review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of
site restoration are provided over the life of the facility from when exploration commences and
are included in the costs of that stage. Site restoration costs include the dismantling and removal
of mining plant, equipment and building structures, waste removal, and rehabilitation of the site
in accordance with clauses of the mining permits. Such costs have been determined using
estimates of future costs, current legal requirements and technology on an undiscounted basis.
metalbank.com.au | ASX:MBK
37
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Exploration and Evaluation Costs (continued)
Any changes in the estimates for the costs are accounted on a prospective basis. In determining
the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration
due to community expectations and future legislation. Accordingly the costs have been
determined on the basis that the restoration will be completed within one year of abandoning the
site.
h. Financial Instruments
A financial asset shall be measured at amortised cost if it is held within a business model whose
objective is to hold assets in order to collect contractual cash flows which arise on specified dates
and that are solely principal and interest. A debt investment shall be measured at fair value
through other comprehensive income if it is held within a business model whose objective is to
both hold assets in order to collect contractual cash flows which arise on specified dates that are
solely principal and interest as well as selling the asset on the basis of its fair value. All other
financial assets are classified and measured at fair value through profit or loss unless the entity
makes an irrevocable election on initial recognition to present gains and losses on equity
instruments (that are not held-for-trading or contingent consideration recognised in a business
combination) in other comprehensive income ('OCI'). Despite these requirements, a financial
asset may be irrevocably designated as measured at fair value through profit or loss to reduce
the effect of, or eliminate, an accounting mismatch.
For financial liabilities designated at fair value through profit or loss, the standard requires the
portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI
(unless it would create an accounting mismatch). New simpler hedge accounting requirements
are intended to more closely align the accounting treatment with the risk management activities
of the entity. New impairment requirements use an 'expected credit loss' ('ECL') model to
recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit
risk on a financial instrument has increased significantly since initial recognition in which case the
lifetime
ECL method is adopted. For receivables, a simplified approach to measuring expected credit
losses using a lifetime expected loss allowance is available.
(i) Classification
The Company classifies its financial assets in the following measurement categories:
•
•
those to be measured subsequently at fair value (either through OCI or through profit or loss),
and
those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial assets
and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI.
For investments in equity instruments that are not held for trading, this will depend on whether
the Company has made an irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
The Company reclassifies debt investments when and only when its business model for managing
those assets changes.
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on
which the Company commits to purchase or sell the asset. Financial assets are derecognised
when the rights to receive cash flows from the financial assets have expired or have been
transferred and the Company has transferred substantially all the risks and rewards of ownership.
metalbank.com.au | ASX:MBK
38
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial Instruments (continued)
(iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of
a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.
iv) Impairment
The Company assesses on a forward looking basis the expected credit losses associated with its
debt instruments carried at amortised cost and FVOCI. The impairment methodology applied
depends on whether there has been a significant increase in credit risk.
For trade receivables, the Company applies the simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.
i.
Impairment of Assets
At each reporting date, the Company 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 to sell and value in use, is compared to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to the consolidated statement of
comprehensive income. Impairment testing is performed annually for goodwill and intangible
assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company
estimates the recoverable amount of the cash-generating unit to which the asset belongs. In the
case of available-for-sale financial instruments, a prolonged decline in the value of the instrument
is considered to determine whether impairment has arisen.
j. Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised
cost using the effective interest method, less any provision for impairment. Trade receivables are
generally due for settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses,
which uses a lifetime expected loss allowance. To measure the expected credit losses, trade
receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for credit losses.
k. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-
term highly liquid investments with original maturities of 3 months or less, and bank overdrafts.
Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of
financial performance.
l. Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity
prior to the end of the financial year and which are unpaid. Due to their short-term nature they are
measured at amortised cost and are not discounted. The amounts are unsecured and are usually
paid within 30 days of recognition.
metalbank.com.au | ASX:MBK
39
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
m. Issued Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
n. Employee Benefits
(i)
Wages and 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 end of the reporting period are recognised in other payables in
respect of employees' services rendered up to the end of the reporting period and are measured
at amounts expected to be paid when the liabilities are settled.
(ii)
Retirement benefit obligations
The Group does not maintain a company superannuation plan. The Group makes fixed
percentage contributions for all Australian resident employees to complying third party
superannuation funds. The Group's legal or constructive obligation is limited to these
contributions.
Contributions to complying third party superannuation funds are recognised as an expense as
they become payable. Prepaid contributions are recognised as an asset to the extent that a cash
refund or a reduction in the future payments is available.
(iii)
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to
employees in exchange for the rendering of services. Cash-settled transactions are awards of
cash for the exchange of services, where the amount of cash is determined by reference to the
share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is
independently determined using either the Binomial or Black-Scholes option pricing model or the
Monte Carlo Simulation model where market based vesting conditions are present. The Black
Scholes model 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, together with non-vesting
conditions that do not determine whether the Group receives the services that entitle the
employees to receive payment. No account is taken of any other vesting conditions.
The Monte Carlo simulation method is a technique that uses random sampling to produce
simulated outcomes of a process or system. The Monte Carlo simulation method takes into
account the market price of the company’s shares, the expected volatility, the risk-free interest
rate, the expected dividends, and the correlation with the market index. The Monte Carlo
simulation method generates a distribution of possible outcomes for the share price at the end of
the vesting period, and calculates the probability of meeting the performance conditions for each
outcome.
The cost of equity-settled transactions are recognised as an expense with a corresponding
increase in equity over the vesting period. The cumulative charge to profit or loss is calculated
based on the grant date fair value of the award, the best estimate of the number of awards that
are likely to vest and the expired portion of the vesting period. The amount recognised in profit or
loss for the period is the cumulative amount calculated at each reporting date less amounts
already recognised in previous periods.
metalbank.com.au | ASX:MBK
40
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The cost of cash-settled transactions is initially, and at each reporting date until vested,
determined by applying either the Binomial or Black-Scholes option pricing model, taking into
consideration the terms and conditions on which the award was granted. The cumulative charge
to profit or loss until settlement of the liability is calculated as follows:
● during the vesting period, the liability at each reporting date is the fair value of the award at
that date multiplied by the expired portion of the vesting period.
● from the end of the vesting period until settlement of the award, the liability is the full fair value
of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled
transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards
subject to market conditions are considered to vest irrespective of whether or not that market
condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the
modification has not been made. An additional expense is recognised, over the remaining vesting
period, for any modification that increases the total fair value of the share-based compensation
benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy
the condition is treated as a cancellation. If the condition is not within the control of the Group or
employee and is not satisfied during the vesting period, any remaining expense for the award is
recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation,
and any remaining expense is recognised immediately. If a new replacement award is substituted
for the cancelled award, the cancelled and new award is treated as if they were a modification.
o. Revenue Recognition
Interest revenue is recognised using the effective interest method. It includes the amortisation of
any discount or premium.
p. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances
the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the
expense. Receivables and payables in the statement of financial position are shown inclusive of
GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the
GST component of investing and financing activities, which are disclosed as operating cash flows.
q. Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Metal
Bank Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted
number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per
share to take into account the after income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares and the weighted average number of ordinary
shares assumed to have been issued for no consideration in relation to dilutive potential ordinary
shares.
metalbank.com.au | ASX:MBK
41
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
r. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
s. Significant Judgements and Key Assumptions
The directors evaluate estimates and judgements incorporated into the financial report based on
historical knowledge and best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the Company.
t. Key Judgements and Estimates
Key Judgement Exploration Expenditure
The Company capitalises expenditure relating to exploration and evaluation where it is considered
likely to be recoverable or where the activities have not reached a stage which permits a
reasonable assessment of the existence of reserves. While there are certain areas of interest
from which no reserves have been extracted, the directors are of the continued belief that such
expenditure should not be impaired since feasibility studies in such areas have not yet concluded.
Such capitalised expenditure is carried at reporting date at $13,599,370.
Key Judgement Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the
services provided. Where the services provided cannot be reliably estimated fair value is
measure by reference to the fair value of the equity instruments at the date at which they are
granted. The fair value of share-based payments is determined using either a Black-Scholes
model or a Monte Carlo Simulation Methodology, refer to Note 18 and Note 25.
Carrying value contingent asset
Included in Note 11 is contingent consideration in relation to the sale of the Triumph project in
July 2020. The purchase consideration is based on milestones in relation to Mineral Resources.
There is significant judgment and estimation uncertainty in relation to the probability of these
milestones being met. Management has exercised their judgement in determining that the
probability of achieving even the initial milestone of 500,000 oz has become remote, and
consequently has adopted the prudent approach and fully impaired the asset.
2. REVENUE AND OTHER INCOME
Other income
Interest received
2023
$
18,688
2022
$
835
metalbank.com.au | ASX:MBK
42
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
3. EXPENSES
Employee benefits expense
Wages and salaries
Superannuation
Other employment related costs
Less capitalised exploration costs
Personnel costs
2023
$
168,953
17,216
14,167
200,336
(40,567)
159,769
2021
$
270,265
27,026
25,092
322,383
(160,693)
161,690
Share-based payment expense
323,687
372,744
4. INCOME TAX EXPENSE
(a) No income tax is payable by the parent or consolidated entity as they recorded losses for income
tax purposes for the period.
(b) Reconciliation between income tax expense and prima facie tax on accounting profit
(loss)
Loss before income tax
Tax at 25% (2022: 25%)
Tax effect of other (deductible)/non-
deductible items
Deferred tax asset not recognised
Income tax expense
(c) Deferred tax assets
Revenue tax losses
Deferred tax assets not recognised
Set off deferred tax liabilities
Income tax expense
(d) Deferred tax liabilities
Exploration expenditure
Set off deferred tax assets
2023
$
(7,045,265)
(1,761,316)
2022
$
(1,893,250)
(473,312)
1,559,239
202,086
84,923
388,389
-
-
813,395
(202,086)
(611,309)
-
611,309
(611,309)
-
774,283
(388,389)
(385,895)
-
385,895
(385,895)
-
(e) Tax losses
Unused tax losses for which no deferred tax
asset has been recognised
25,370,409
21,772,975
Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have
not been brought to account at 30 June 2023 because the directors do not believe it is appropriate to
regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be
obtained if:
•
the Group derives future assessable income of a nature and of an amount sufficient to enable the
benefit from the deductions for the loss and exploration expenditure to be realised;
the Group continues to comply with conditions for deductibility imposed by law; and
•
• no changes in tax legislation adversely affect the company in realising the benefit from the
deductions for the loss and exploration expenditure.
The applicable tax rate is the national tax rate in Australia for companies, which is 25% at the reporting
date.
metalbank.com.au | ASX:MBK
43
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
5. PROJECT ACQUISITIONS
Millennium Project
On 3 December 2021 the Company changed the name of its 100% owned dormant subsidiary company
Roar Triumph Pty Ltd to MBK Millennium Pty Ltd (MBKM) and entered into a formal earn-in and joint
venture agreement with Global Energy Metals Corporation and its wholly owned subsidiary, Element
Minerals Australia Pty Ltd to earn-in up to an 80% interest and joint venture the Millennium Copper,
Cobalt and Gold Project owned by EMA in Mt Isa, Queensland.
As part of its Stage 1 earn-in obligations, MBK has issued 31,250,000 shares to GEMC based on an
issue price of $0.008, being the 30 day VWAP as at close of business on Friday 10 December 2021.
The JV Agreement provides for three stages as follows:
Stage 1 Earn-in, during which MBKM will sole fund exploration expenditure to earn a 51% Joint Venture
interest. MBK has now completed the stage 1 earn in and has elected to form the JV and move to Stage
2, and has issued shares to GEMC (or its nominee) equivalent in value to $350,000, based on the 30
day VWAP of MBK shares at the date of MBKM giving notice to move to Stage 2. MBK issued these
shares in the year under review. (See Note 10 and Note 13).
Stage 2 Joint Venture, with MBKM holding a 51% JV interest. During this Stage MBKM will sole fund
exploration expenditure of $2M to earn an additional 29% interest in the JV, taking MBKM’s JV interest
to 80%.
Stage 3 Joint Venture, where MBKM holds an 80% JV interest and EMA holds a 20% JV interest and
each party contributes its percentage share of expenditure.
Livingstone Project
On 10 December 2021 the Company announced the completion of the acquisition of a 75% interest in
the Livingstone gold project in Western Australia, through the purchase of all of the issued share capital
of Westernx Pty Ltd from Kingston Resources Limited (Kingston).
Westernx holds a 75% interest in the Livingstone Project. Consideration for the acquisition includes:
Initial Consideration of $3.5 million comprising $2.5 million in cash and the issue of $1 million
(125,000,000 shares) in shares in the Company at $0.008 per share together with 1 new option for every
2 Shares issued (62,500,000 options); and
Deferred Consideration of $6.5 million comprising:
•
•
•
a payment of $1.5 million to be paid 12 calendar months from the date of Completion. This
amount was paid during the year;
$1 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 250,000 ounces or more in aggregate on the Livingstone Project tenements; and
$4 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 500,000 ounces or more in aggregate on the Livingstone Project tenements.
The deferred consideration that is contingent on the JORC resources have not been included in
determining the purchase consideration of this asset.
metalbank.com.au | ASX:MBK
44
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
6. CASH AND CASH EQUIVALENTS
2023
$
2022
$
Cash and cash equivalents
766,335
5,689,880
7. TRADE AND OTHER RECEIVABLES
2023
$
2022
$
29,167
2,637
31,804
41,969
93,731
135,700
2023
$
2022
$
1,250
1,250
1,250
1,250
CURRENT
Other receivables
GST receivable
8. FINANCIAL ASSETS
CURRENT
ASX Listed Shares
Financial assets at amortised cost¹
¹ Shares in Locality Planning Energy Holdings Limited.
9. PLANT AND EQUIPMENT
Cost
Closing balance 30 June 2023
19,983
19,983
Office
Equipment
Total
Depreciation
Opening balance 1 July 2021
Depreciation
Closing balance 30 June 2022
Depreciation
Closing balance 30 June 2023
Written down value 30 June 2022
Written down value 30 June 2023
(16,660)
(1,943)
(18,603)
(982)
(19,585)
1,380
398
(16,660)
(1,943)
(18,603)
(982)
(19,585)
1,380
398
metalbank.com.au | ASX:MBK
45
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
10. EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation expenditure
13,599,370
10,804,133
2023
$
2022
$
Reconciliation of carrying amount
Balance at beginning of financial year
Project acquisition cost
Expenditure in current year
Balance at end of financial period
11. OTHER FINANCIAL ASSET
Non-current assets
Contingent consideration
Reconciliation of movements:
Opening balance
Impairment
Closing balance
Closing Balances
Contingent consideration at inception
Accumulated Impairment
Carrying value
10,804,133
350,000
2,445,237
13,599,370
3,829,304
5,431,250
1,543,579
10,804,133
2023
$
2022
$
-
6,000,000
6,000,000
(6,000,000)
-
6,000,000
(6,000,000)
-
6,000,000
-
6,000,000
6,000,000
-
6,000,000
In July 2020 the Company sold its interest in the Triumph project to Sunshine Gold Limited (ASX:
SHN) for the following consideration:
• $1.5 million on the purchaser achieving a Mineral Resource of 500,000 oz au or more;
• $2 million on the purchaser achieving a Mineral Resource of 1,000,000 oz au or more;
• $2.5 million on the purchaser achieving a Mineral Resource of 2,000,000 oz au or more; and
a 1% gross royalty.
See Note 1(t) for significant judgements and estimation uncertainty in relation to this asset.
12. TRADE AND OTHER PAYABLES
CURRENT
Unsecured liabilities:
Trade payables
Sundry payables and accrued
expenses
Deferred consideration1
2023
$
2022
$
87,679
627,671
310,648
-
398,327
162,264
1,500,000
2,289,935
metalbank.com.au | ASX:MBK
46
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
TRADE AND OTHER PAYABLES (CONTINUED)
1The deferred consideration was payable and was paid twelve months from the completion of the
transaction to acquire the Livingstone project. Further deferred consideration is payable as follows:
(i)
(ii)
$1 million to be paid in the event that and when Metal Bank first identifies a JORC Code
Mineral Resource of 250,000 ounces or more in aggregate on the Livingstone Project
tenements; and
$4 million to be paid in the event that and when Metal Bank first identifies a JORC Code
Mineral Resource of 500,000 ounces or more in aggregate on the Livingstone Project
tenements
There is no definitive accounting treatment in terms of the Australian Accounting Standards for
contingent payments for assets that are not part of a business combination as was the case for the
acquisition of the Livingston Project. The IFRS Interpretations Committee considered the matter
over several years up to 2016, following requests from preparers of financial statements. In its final
consideration in 2016, the Committee noted that there was substantial diversity in practice, but was
unable to reach agreement on the appropriate treatment for such payments. Broadly speaking, there
were two potential approaches:
• Recognition of a financial liability, with a corresponding increase in the asset’s cost, based on
the fair value at date of initial recognition of the asset; or
• Recognition of a financial liability, with a corresponding expense, only when the required future
activity occurs - in this case the identification of specific mineral resources
The Directors have exercised their judgement in determining that the most appropriate policy for the
Group is to recognise the financial liability, with a corresponding expense, only when the required
future activity occur being the identification of JORC Code Mineral Resources referred to above.
metalbank.com.au | ASX:MBK
47
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
13. SHARE CAPITAL
(a) Issued Capital
276,485,520 (30 June 2022 –
2,607,818,160 pre consolidation )
fully paid ordinary shares
30 June
2023
$
30 June
2022
$
34,263,455
33,715,336
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll
is called, otherwise each shareholder has one vote on a show of hands.
Reconciliation of movements in share capital during the period:
June
2023
No. Shares
June
2022
No. Shares
June
2023
$
June
2022
$
Opening balance – start of
reporting period
2,607,818,160
1,189,068,304
33,715,336
22,879,168
Issue of shares for services
7,429,587
Share consolidation (one for ten)
(2,353,722,644)
-
-
30,000
-
-
-
-
10,100,000
-
1,262,499,856
4,543,750
-
168,119
-
-
125,000,000
-
1,000,000
10,416,667
31,250,000
350,000
250,000
-
-
-
(513,832)
276,485,520
2,607,818,160
34,263,455
33,715,336
Issue of shares, placement
Share issue on vesting of
performance rights
Issue of shares, Livingstone
Project
Issue of shares, Millennium
Project
Cost of issue
Closing balance – end of
reporting period
(b) Reserves
Share options
June
2023
No. Options
June
2022
No. Options
June
2023
$
June
2022
$
Opening balance
Option consolidation (one for
ten)
Issue of free attaching options to
placement
Issue of options to broker
Issue of options, Livingstone
Project acquisition
Share options lapsed
Closing balance
708,749,853
165,822,090
224,750
54,180
(637,874,764)
-
-
-
631,249,853
15,000,000
-
-
-
-
-
70,875,089
62,500,000
(165,822,090)
708,749,853
-
-
224,750
-
-
43,500
181,250
(54,180)
224,750
Following the consolidation of securities on 25 November 2022 on a ten for one basis the options have an
exercise price of $0.16 per share and an expiry date of 7 December 2023.
metalbank.com.au | ASX:MBK
48
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
SHARE CAPITAL (CONTINUED)
Performance rights
June
2023
No. Rights
90,875,000
-
(45,437,500)
45,437,500
June
2022
No. Rights
-
-
90,875,000
90,875,000
June
2023
$
372,744
323,687
(400,761)
295,670
June
2022
$
-
-
372,744
372,744
Opening balance
Performance rights vested
Performance rights awarded
Closing balance
Capital Management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going
concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders.
The Company’s capital includes ordinary share capital and financial liabilities, supported by financial
assets.
Due to the nature of the Company’s activities, being mineral exploration, it does not have ready access
to credit facilities, with the primary source of funding being equity raisings. Accordingly, the objective
of the Company’s capital risk management is to balance the current working capital position against
the requirements of the Company to meet exploration programmes and corporate overheads. This is
achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view
to initiating appropriate capital raisings as required.
Cash and cash equivalents
Trade and other receivables
Financial assets
Trade and other payables
Working capital position
14. RESERVES
Share options
Performance rights
Share based payment reserve
Movements in options issue reserve
Opening balance
Share based payment (Note 13)
Issue of options to broker
2023
2022
$
$
766,355
5,689,880
31,804
1,250
(398,327)
401,082
135,700
1,250
(789,935)
5,036,895
2023
$
224,750
295,670
520,420
597,494
323,687
-
2022
$
224,750
372,744
597,494
54,180
372,744
43,500
-
(54,180)
181,250
597,494
Issue of shares on vesting of performance rights (Note 13)
(400,761)
Options lapsed
Project acquisition options issued (Note 5)
Closing balance
-
-
520,420
The reserves relate to share options on issue and will be transferred to share capital in the event the
options are exercised, or accumulated losses in the event the options lapse.
metalbank.com.au | ASX:MBK
49
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
15. FINANCIAL RISK MANAGEMENT
The group’s principal financial instruments comprise mainly of borrowings and deposits with banks
and shares in listed companies shown as financial assets at fair value through profit and loss. The
main purpose of the financial instruments is to achieve optimal funding for the group with limited risk
and earn the maximum amount of interest at a low risk to the group. The group also has other financial
instruments such as trade debtors and creditors which arise directly from its operations.
The consolidated entity holds the following financial instruments at the end of the reporting period:
and
cash
Financial assets
Cash
equivalents
Trade
receivables
Financial assets at fair value through
profit and loss
other
and
Financial liabilities
Trade and other payables
2023
$
766,335
31,804
1,250
799,389
398,327
2022
$
5,689,880
135,700
1,250
5,826,830
789,935
The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity
risk. The Board reviews and agrees policies for managing each of these risks and they are summarised
below:
a. Market risk
Cash flow and fair value interest rate risk
The group’s main interest rate risk arises from borrowings and cash deposits to be applied to
exploration and development areas of interest. Borrowings are primarily to bridge the gap
between funding requirements and obtaining shareholder approval for equity issues. It is the
group’s policy to invest cash in short term deposits to minimise the group’s exposure to interest
rate fluctuations. The group’s deposits were denominated in Australian dollars throughout the
year. The group did not enter into any interest rate swap contracts.
b. Credit Risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting
in financial loss to the group. The group has adopted the policy of only dealing with credit
worthy counterparties and obtaining sufficient collateral or other security where appropriate,
as a means of mitigating the risk of financial loss from defaults. The cash transactions of the
group are limited to high credit quality financial institutions.
The group does not have any significant credit risk exposure to any single counterparty or any
group of counterparties having similar characteristics. The carrying amount of financial assets
recorded in the financial statements, net of any provisions for losses, represents the group’s
maximum exposure to credit risk.
All cash holdings within the Group are currently held with AA rated financial institutions.
c. Liquidity Risk
The group manages liquidity risk by continuously monitoring forecast and actual cash flows
and matching the maturity profiles of financial assets and liabilities. Surplus funds when
available are generally only invested in high credit quality financial institutions in highly liquid
markets.
metalbank.com.au | ASX:MBK
50
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL RISK MANAGEMENT (CONTINUED)
Financial Instrument composition and maturity analysis
The tables below reflect the undiscounted contractual settlement terms for financial instruments of a
fixed period of maturity, as well as management’s expectations of the settlement period for all other
financial instruments. As such, the amounts may not reconcile to the statement of financial position.
Consolidated
Group
Financial
liabilities - due
for payment:
Trade and other
payables
Deferred
consideration
Total contractual
outflows
Financial assets
– cash flows
realisable
Cash and cash
equivalents
Trade and other
receivables
Financial assets
Total anticipated
inflows
Net
inflow/(outflow)
on financial
instruments
Within 1 year
1 to 5 years
2023
$
2022
$
2023
$
2022
$
Over 5 years
2022
2023
$
$
Total
2023
$
2022
$
398,327
789,935
-
1,500,000
398,327
2,289,935
766,335
5,689,880
31,804
1,250
135,700
1,250
799,389
5,826,830
401,062
3,536,895
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
398,327
789,935
-
1,500,000
398,327
2,289,935
766,335
5,689,880
31,804
1,250
135,700
1,250
799,389
5,826,830
-
401,062
3,536,895
metalbank.com.au | ASX:MBK
51
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL RISK MANAGEMENT (CONTINUED)
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity
and profit or loss by the amounts shown below.
30 June 2023
Cash and cash equivalents
30 June 2022
Cash and cash equivalents
Carrying
Value
$
766,335
766,335
$
5,689,880
5,689,880
Change in profit
Change in equity
100bp
Increase
$
100bp
decrease
$
100bp
increase
$
100bp
decrease
$
7,663
7,663
$
56,899
56,899
(7,663)
(7,663)
$
(56,899)
(56,899)
7,663
7,663
$
56,899
56,899
(7,663)
(7,663)
$
(56,899)
(56,899)
Maturity of financial assets and liabilities
The note below summarises the maturity of the group’s financial assets and liabilities as per the director’s
expectations. The amounts disclosed are the contractual undiscounted cash flows. There are no derivatives.
30 June 2023
Trade and other receivables
Trade and other payables
30 June 2022
Trade and other receivables
Trade and other payables
Deferred consideration
< 6 months
$
31,804
398,327
$
135,700
789,935
1,500,000
6 – 12
months
$
-
-
$
-
-
-
1- 5 years
>5 years
Total
$
$
-
-
$
-
-
-
$
31,804
398,327
135,700
789,935
1,500,000
-
-
$
-
-
-
Fair value of financial assets and financial liabilities
There is no significant difference between the fair values and the carrying amounts of the group’s financial
instruments. The Group has no unrecognised financial instruments at balance date.
Financial Instruments Measured at Fair Value
The financial instruments recognised at fair value in the statement of financial position have been analysed
and classified using a fair value hierarchy reflecting the significance of the inputs used in making the
measurements. The fair value hierarchy consists of the following levels:
• quoted prices in active markets for identical assets or liabilities (Level 1);
•
•
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices) (Level 2); and
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level
3).
metalbank.com.au | ASX:MBK
52
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL RISK MANAGEMENT (CONTINUED)
Sensitivity analysis on changes in market rates
A change of 20% in equity prices at the reporting date would increase/(decrease) equity and profit or loss as
shown below:
Carrying
Value
$
Change in profit
20%
increase
$
20%
decrease
$
Change in equity
20%
20%
decrease
increase
$
$
1,250
250
(250)
250
(250)
1,250
250
(250)
250
(250)
30 June 2023
Financial assets available for sale
ASX listed investments
30 June 2022
Financial assets available for sale
ASX listed investments
16. COMMITMENTS
Note 5 in respect of additional potential commitments in respect of the Millennium Project.
The consolidated group currently has commitments for expenditure at 30 June 2023 on its
Australian exploration tenements, up to the date of expiry, as follows:
Not later than 12 months
Between 12 months and 5 years
Greater than 5 years
2023
$
398,842
696,016
-
1,094,858
2022
$
264,750
159,250
-
424,000
17. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
See Note 5 in respect of additional potential contingent liabilities/commitments in respect of the Millennium
Project.
As stated in Note 12, the Group has the following contingent liabilities in relation to deferred consideration:
(i)
(ii)
$1 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 250,000 ounces or more in aggregate on the Livingstone Project tenements; and
$4 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 500,000 ounces or more in aggregate on the Livingstone Project tenements.
There are no contingent assets as at balance sheet date.
18. RELATED PARTY DISCLOSURES
Refer to the Remuneration Report contained in the Directors Report for details of the remuneration paid or
payable to each member of the Group’s key management personnel for the year ended 30 June 2023.
There were no other transactions with related parties during the year, or the prior year.
The total remuneration paid to key management personnel of the company and the group during the year are
as follows:
Short term employee benefits
Superannuation
Share based payments
2023
$
598,495
19,005
279,609
897,109
2022
$
559,502
-
372,764
932,246
metalbank.com.au | ASX:MBK
53
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (CONTINUED)
Directors' and executive officers’ emoluments
(a) Details of Directors and Key Management Personnel
(i) Directors
Inés Scotland (Executive Chair) (Appointed 13 August 2013)
Sue-Ann Higgins (Executive Director) (Appointed 24 February 2020)
Guy Robertson (Executive Director) (Appointed 17 September 2012)
(ii) Company secretary
Sue-Ann Higgins (Company Secretary) (Appointed 21 August 2013)
(iii) Management
Sue-Ann Higgins (Chief Operating Officer)
Rhys Davies (General Manager) (Appointed 1 May 2021)
(iii) Directors’ remuneration
Directors’ remuneration and other terms of employment are reviewed annually by the Board having
regard to performance against goals set at the start of the year, relative comparative information and,
where applicable, independent expert advice.
Except as detailed in Notes (a) – (c) to the Remuneration Report in the Director’s Report, no director
has received or become entitled to receive, during or since the financial period, a benefit because of
a contract made by the Company or a related body corporate with a director, a firm of which a director
is a member or an entity in which a director has a substantial financial interest. This statement
excludes a benefit included in the aggregate amount of emoluments received or due and receivable
by directors and shown in Notes (a) - (c) to the Remuneration Report, prepared in accordance with the
Corporations regulations, or the fixed salary of a full time employee of the Company.
(b) Key Management Personnel
Other than the Directors, Chief Operating Officer and Company Secretary, the Company had no key
management personnel for the financial period ended 30 June 2023.
(c) Remuneration Options: Granted and vested during the financial year ended 30 June 2023
There were no remuneration options granted during the financial year ended 30 June 2023.
(d) Share and Option holdings
All equity dealings with directors have been entered into with terms and conditions no more favourable
than those that the entity would have adopted if dealing at arm’s length.
Shares held by Directors and Officers
Period from 1 July 2022 to 30 June 2023
Balance at
beginning
of period
Exercised on
vesting of
performance
rights
One for ten
consolidation
Purchased
Balance at
end of year
I. Scotland
147,434,113
750,000
(132,690,701)
G. Robertson
4,522,223
625,000
(4,070,000)
-
-
15,493,412
1,077,223
S. Higgins
130,370,981
282,327,317
1,050,000
(117,333,882)
167,567
14,254,666
2,425,000
(254,094,583)
167,567
30,825,301
metalbank.com.au | ASX:MBK
54
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (CONTINUED)
Period from 1 July 2021 to 30 June 2022
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
109,112,780
793,334
71,418,589
181,324,703
Received as
Remuneration
Purchased
Balance at end
of year
-
-
-
-
38,321,333
147,434,113
3,728,889
4,522,223
58,952,392
130,370,981
101,002,614
282,327,317
Options held by Officers and Directors
Period from 1 July 2022 to 30 June 2023
Balance at
beginning
of period
19,160,666
Received as
Remuneration
-
One for ten
consolidation
(17,244,599)
Balance at
end of year
1,916,067
I. Scotland
G. Robertson
1,514,444
S. Higgins
29,118,695
49,793,805
-
-
-
(1,362,999)
151,445
(26,206,825)
(44,814,423)
2,911,870
4,979,382
Period from 1 July 2021 to 30 June 2022
Balance at
beginning
of period
Received as
Remuneration
Purchased¹
Lapsed
Balance at
end of year
I. Scotland
G. Robertson
S. Higgins
88,000
56,667
6,996,778
7,141,445
Performance Rights
-
-
-
-
19,160,666
1,514,444
29,118,695
49,793,805
(88,000)
19,160,666
(56,667)
1,514,444
(6,996,778)
(7,141,445)
29,118,695
49,793,805
Details of the movement in performance rights
Period from 1 July 2022 to 30 June 2023
Directors
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
Vested
One for ten
consolidation
Balance at
end of year
15,000,000
(7,500,000)
(6,750,000)
750,000
12,500,000
(6,250,000)
(5,625,000)
625,000
21,000,000
48,500,000
(10,500,000)
(9,450,000)
(24,250,000)
(21,825,000)
1,050,000
2,425,000
metalbank.com.au | ASX:MBK
55
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (CONTINUED)
Period from 1 July 2021 to 30 June 2022
Directors
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
Received as
Remuneration
15,000,000
12,500,000
21,000,000
48,500,000
-
-
-
-
Lapsed
Balance at
end of year
15,000,000
12,500,000
21,000,000
48,500,000
-
-
-
-
Performance rights
Total performance rights
Movements in performance rights
At 1 July
Performance rights awarded
One for ten consolidation
Performance rights lapsed
At 30 June
2023
No.
2022
No.
90,475,000
(45,437,500)
45,437,500
(40,893,750)
-
4,543,750
-
90,875,000
90,875,000
-
-
90,875,000
48,500,000 performance rights were issued to directors and 42,375,000 to employees. An amount of
$323,867 was expensed during the year relating to these performance rights (2022: $372,744).
45,437,500 performance rights vested during the year. Subsequent to this date the performance rights
were consolidated on a one for ten basis, along with other securities on issue.
Performance Rights
I. Scotland
I.Scotland
G. Robertson
G.Robertson
S. Higgins
S Higgins
R. Davies
R Davies
Other employees
Other employees
Date
Granted
Number
Granted
Performance
period to
8/12/2021
8/12/2021
8/12/2021
8/12/2021
7,500,000
25/10/2022
7,500,000
25/10/2023
6,250,000
25/10/2022
6,250,000
25/10/2023
8/12/2021
10,500,000
25/10/2022
8/12/2021
10,500,000
25/10/2023
8/12/2021
15,000,000
25/10/2022
8/12/2021
15,000,000
78,500,000
6,187,500
6,187,500
90,875,000
25/10/2023
25/10/2022
25/10/2023
Vested &
awarded
Total Value
100%
0%
100%
0%
100%
0%
100%
0%
100%
0%
66,150
48,804
55,125
40,670
92,610
68,326
132,300
97,608
601,593
54,574
40,263
696,430
metalbank.com.au | ASX:MBK
56
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
19. SEGMENT INFORMATION
The group’s operations are in one business segment being the resources sector. The group operates
in Australia. All subsidiaries in the group operate within the same segment.
20. EARNINGS PER SHARE
Reconciliation of earnings per share
Basic and diluted earnings per share
Loss used in the calculation of the basic
earnings per share
Weighted average number of ordinary
shares1:
Used in calculating basic earnings per ordinary
share
Dilutive potential ordinary shares
Used in calculating diluted earnings per share
2023
Cents
2022
Cents
(2.61)
(1.0)
(7,045,265)
(1,893,250)
269,816,707
197,423,945
-
269,816,707
-
197,423,945
1Values reflect a one for ten consolidation on 25 November 2022.
21. AUDITORS REMUNERATION
Auditor of parent entity
Audit of financial reports
Non-audit services
2023
$
50,000
-
50,000
2022
$
46,000
-
46,000
22. CASH FLOW INFORMATION
Reconciliation of net cash used in operating activities with profit after income tax
Loss after income tax
Non-cash flows in loss:
Depreciation
Share based payments
Write off of contingent asset
Changes in assets and liabilities:
Decrease/(increase) in trade and other
receivables
Increase in trade and other payables
Net cash outflow from operating activities
Non-cash Financing and Investing Activities
2023
$
(7,045,265)
2022
$
(1,893,250)
982
323,687
6,000,000
1,943
372,744
-
103,896
50,886
(565,814)
(1,962)
129,831
(1,390,694)
See Note 5 for non-cash investing activities. The Company issued shares to the value of $350,000
during the year. In the prior year the Company issued shares to the value of $1,250,000 and options
to the value of $181,250, for project acquisition. In addition, in the prior year non-cash financing in the
form of options issued a broker were valued at $43,500.
metalbank.com.au | ASX:MBK
57
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
23. PARENT ENTITY DISCLOSURES
Financial Position
Assets
Current Assets
Non-current assets
Total Assets
Total Current Liabilities
Total liabilities
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Loss after income tax
2023
$
2022
$
781,864
13,459,765
14,241,629
5,734,613
16,288,484
22,023,097
240,799
240,799
1,680,689
1,680,689
14,000,830
20,342,410
34,263,456
520,420
(20,783,046)
33,715,338
597,494
(13,970,424)
14,000,830
20,342,408
(7,045,264)
(1,839,072)
Total comprehensive loss
(7,045,264
(1,839,072)
i. Contingent liabilities and contingent assets
The parent entity is responsible for the contingent liabilities and contingent assets outlined in note 17.
ii. Commitments
The parent entity is responsible for the commitments outlined in note 16.
iii. Related parties
Interest in subsidiaries is set out in note 24.
Disclosures relating to key management personnel are set out in note 18.
24. CONTROLLED ENTITY
Parent Entity:
Metal Bank Limited
Subsidiary:
Roar Resources Pty Ltd
MBK Millennium Pty Ltd
MBK Projects Pty Ltd
Westernx Pty Ltd
Country of
Incorporation
Ownership %
2023
Ownership %
2022
Australia
Australia
Australia
Australia
Australia
-
100
100
100
100
-
100
100
100
-
metalbank.com.au | ASX:MBK
58
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
25. SHARE BASED PAYMENTS
Performance rights
Following shareholders’ approval on 29 November 2021, the Company issued the following
performance rights which have been restated for the one for ten securities consolidation which
occurred on 25 November 2022:
2021 Performance Rights
2022 Performance Rights
Inés Scotland
750,000
750,000
Sue-Ann Higgins
1,050,000
1,050,000
Guy Robertson
625,000
625,000
In addition, the Company issued the following employee performance rights:
2021 Performance Rights
2022 Performance Rights
Employees
2,118,750
2,118,750
The 2021 Performance Rights vesting conditions have been met and the performance rights vested
during the year with the issue of 4,543,750 shares.
The 2022 Performance Rights are subject to certain performance milestones (Performance
Conditions) which are set out below. Upon achievement of the Performance Conditions prior the
end of the relevant Performance Period, the Performance Rights will vest in the percentages set out
below.
%
25%
25%
25%
25%
Share Price Milestones – the Rights will vest upon:
The 30 day VWAP of the Company's share price being equal to or above 50% of the
30 day VWAP for the Company’s Shares at the time of the Offer (25 October 2021)
The 30 day VWAP of the Company's share price being equal to or above 100% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 150% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 200% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
Note: The share price milestones are cumulative. If the Share price achieves a second, third or
fourth hurdle before there is time for vesting of the Rights for a previous hurdle, then all the
Rights due at that hurdle will be vested
Alternate Milestones: in the event no Share Price Milestones are triggered in the Performance
Period: Note: these alternate milestones are not cumulative.
100%
Either:
MBK's JORC 2012 Resource at any one Project exceeds 200,000 ounces of
contained Au or Au Equivalent from a Resource with a minimum cut-off grade of no
less than 0.5 g/t Au; or
MBK's JORC 2012 Resource at any one Project exceeds 8 million tonnes of copper
metal equivalent from a Resource with a minimum cut-off grade of no less than 0.5%
CuEq
metalbank.com.au | ASX:MBK
59
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
SHARE BASED PAYMENTS - Continued
The performance rights have been valued by 22 Corporate Advisory using a Black Scholes model
producing a value of $0.009 for each 2021 performance right and $0.00664 for each 2022 performance
right using a Monte Carlo Simulation Methodology. The total valuation being $404,573 and $298,485
for 2021 and 2022 respectively. The Final Exercise Date by which a vested Incentive Security must
be exercised is the date which is 15 years from the date of grant date.
The cost of the performance rights is being amortised over the vesting period with $323,687 being
expensed in the period to 30 June 2023 (2022: $372,744).
Share based payment reserve
Opening balance – start of reporting period
Performance rights awarded
June
2023
$
372,744
(400,761)
June
2022
$
-
-
Performance rights expense
323,687
372,744
Closing balance
295,670
372,744
26. SIGNIFICANT AFTER BALANCE DATE EVENTS
Subsequent to year end the Company raised $1,152,000, before costs, issuing 33,900,000 in a share
placement at $0.034 per share. The Company also announced an entitlement offer which is expected
to raise a further a further $1.5 million.
Other than as outlined above there are currently no matters or circumstances that have arisen since
the end of the financial period that have significantly affected or may significantly affect the operations
of the consolidated entity, the results of those operations, or the state of affairs of the consolidated
entity in future financial years.
metalbank.com.au | ASX:MBK
60
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTOR’S DECLARATION
In accordance with a resolution of the directors of Metal Bank Limited, the directors of the company
declare that:
1.
the financial statements and notes, as set out on pages 27 to 57, are in accordance with the
Corporations Act 2001 and:
a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to
the financial statements, the Corporations Regulations 2001, other mandatory professional
reporting requirements and International Financial Reporting Standards (IFRS); and
b. give a true and fair view of the financial position as at 30 June 2023 and of the performance
for the year ended on that date of the consolidated group;
in the directors’ opinion 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 required by s295A of the Corporations Act 2001
from the Chief Executive Officer and Chief Financial Officer.
2.
3.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the
Corporations Act 2001.
Guy Robertson
Director
Sydney, 29 September 2023
metalbank.com.au | ASX:MBK
61
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of Metal Bank Limited
Opinion
We have audited the financial report of Metal Bank Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of significant accounting
policies, 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 30 June 2023 and of its financial
performance for the year then ended; 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 auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm 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.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
62
Key Audit Matter
How our audit addressed this matter
Recoverability of the sale of Triumph Project Note 11 and Note 1(t)
Included Note 11 is various information in relation to
$6m in contingent consideration relating to the sale
of the Triumph project in July 2020.
The variable consideration is based on staged
payments upon the identification of future JORC
Mineral Resource milestones as well as a potential
royalty.
Management has exercised their judgement in
determining that the probability of achieving the
payment milestones has become remote, and
consequently the asset has been impaired resulting
in a $6m impairment expense in the Statement of
Comprehensive Income.
The impairment expense is considered a Key Audit
Matter due to the materiality of the expense, and the
judgment involved to be a key audit matter due to
the significant management judgments involved in
evaluating the probability of the payment milestones
being met.
Our audit procedures in relation to the recognition of
revenue included:
• Obtained the Board’s written considerations in
relation to their position to impair the asset and
critically evaluated their assumptions used in
terms of the rationale to impair the asset in the
period under review.
• Reviewed
the ASX announcements
from
purchaser of the assets to ascertain the progress
in terms of the development of the assets and the
current JORC resource relative to payment
milestones.
• Obtained
from
representations
the Senior
Geologist in relation to the likelihood of Triumph
achieving
the payment milestones having
consideration of the progress since the sale of the
asset.
• Obtained representations from management in
relation to the timing and quantification of the
impairment expense.
•
Assessing the adequacy of the disclosures in the
financial statements in relation to this matter.
63
Carrying Value of Capitalised Exploration and Evaluation
Refer to Note 10
At 30 June 2023, the Group had capitalised
exploration and evaluation assets carried at a value
of $13,599,370. This represents a substantial
portion of the total assets of the Group at that date.
Our audit procedures included, among others:
• Obtaining a listing of client tenements held by
the Group and testing ownership on a sample
basis;
We consider the carrying amount of these assets
under AASB 6 Exploration for and Evaluation of
Mineral Resources to be a key audit matter due to
the significant management judgments involved,
including:
• whether the exploration and evaluation spend
can be associated with finding specific mineral
that
resources, and
expenditure is allocated to an area of interest;
the basis on which
•
the Group's ability and intention to continue to
explore the area;
• which costs should be capitalised;
•
the existence of any impairment indicators
(such as the potential that mineral reserves and
resources may not be commercially viable for
extraction, or that the carrying value of the
assets may not be recovered through sale or
successful development) - and if so, those
applied
to determine and quantify any
impairment loss;
• whether exploration activities have reached the
stage at which the existence of an economically
recoverable reserve may be determined.
• Obtaining evidence that the Group has valid
rights to explore in each area in relation to
which expenditure has been recorded;
•
•
•
•
•
Testing of expenditure on a sample basis,
agreeing items selected to supporting
documentation to ensure they were properly
incurred in the development of the assets;
Performing substantive testing on the
expenditure on a sample basis, to confirm
entries had been recorded accurately
(considering both nature and quantum of the
items selected), completely, in the correct
period, and had been appropriately classified in
accordance with AASB 6, Exploration for and
Evaluation of Mineral Resources;
Assess is any facts and circumstances suggest
that the carrying amount of an exploration and
evaluation asset may exceed its recoverable
amount. as contemplated in AASB 6,
Exploration for and Evaluation of Mineral
Resources;
Assessing whether the Group’s accounting
policy for exploration expenditure is in
compliance with Australian Accounting
Standard; and
Assessing the adequacy of the disclosures in the
financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2023, but does not include the financial report and the
auditor's report thereon.
64
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar2_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 24 to 27 of the directors' report for the year ended
30 June 2023.
In our opinion, the Remuneration Report of Metal Bank Limited, for the year ended 30 June 2023, complies with
section 300A of the Corporations Act 2001.
65
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.
RSM Australia Partners
Gary Sherwood
Partner
Sydney NSW, dated 29 September 2023
66
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 22 September 2023
The following additional information is required by the Australian Securities Exchange pursuant to
Listing Rule 4.10. The information provided is current as at 22 September 2023 unless otherwise
stated.
a. Distribution of Shareholders
Holding Ranges
above 0 up to and including 1,000
above 1,000 up to and including 5,000
above 5,000 up to and including 10,000
above 10,000 up to and including
100,000
above 100,000
Totals
Holders
109
192
250
734
307
1,592
Total Units
43,948
665,706
2,049,023
29,234,989
273,877,524
305,871,190
% Issued Share
Capital
0.01%
0.22%
0.67%
9.56%
89.54%
100.00%
b. The number of shareholders who hold less than a marketable parcel is 636.
c. Substantial shareholders
The names of the substantial shareholders in the Company, the number of equity securities to
which each substantial shareholder and substantial holder’s associates have a relevant
interest, as disclosed in substantial holding notices given to the Company are:
Kinvest Limited
Ines Scotland
No of shares
%
37,500,000
12.08%
15,493,412
4.99%
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 22 September 2023
d. Twenty largest holders of each class of quoted equity security
Ordinary Shares
Position Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
12
13
14
14
15
16
17
18
19
19
20
KINVEST LIMITED
CITICORP NOMINEES PTY LIMITED
JNZ TRUSTEE SERVICES (2022) LIMITED
GLOBAL ENERGY METALS CORPORATION
KINGSTON RESOURCES LIMITED
KENSINGTON TRUST SINGAPORE LTD
KENSINGTON TRUST SINGAPORE LTD
CLAYMORE VENTURES LIMITED
TAURUS CAPITAL GROUP PTY LTD
BNP PARIBAS NOMINEES PTY LTD
CALAMA HOLDINGS PTY LTD
GP SECURITIES PTY LTD
COSMOS NOMINEES PTY LTD
MR MATTHEW JAMES SACHR
MR JAMES OLIVIER
MISS CHARLOTTE GRIGG
TROCA ENTERPRISES PTY LTD
MR DJORDE BELOSEVIC
ROOKHARP CAPITAL PTY LIMITED
ROBBIE HUNT PTY LTD
MRS CHERYL ANN NAIRN
LONGTEMPS PTY LTD
SYMINGTON PTY LTD
Total
Holding
37,500,000
14,746,870
14,538,078
13,541,667
12,500,000
11,681,781
%
12.26%
4.82%
4.75%
4.43%
4.09%
3.82%
10,197,214
3.33%
7,352,941
6,852,941
5,220,250
2.40%
2.24%
1.71%
4,302,048
1.41%
4,000,000
4,000,000
3,500,000
2,941,176
2,941,176
2,489,809
2,482,600
2,419,355
2,352,951
1.31%
1.31%
1.14%
0.96%
0.96%
0.81%
0.81%
0.79%
0.77%
2,100,000
0.69%
2,100,000
0.69%
2,000,000
171,760,857
0.65%
56.15%
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 22 September 2023
Options (MBKO – Listed Options @ $0.16 Exp 7/12/2023)
Position
1
2
3
4
5
6
7
8
9
9
10
11
12
12
13
14
15
16
17
18
18
19
20
Holder Name
KINVEST LIMITED
KINGSTON RESOURCES LIMITED
KENSINGTON TRUST SINGAPORE LTD
MR THOMAS CHRISTIAN BLEAKLEY
KENSINGTON TRUST SINGAPORE LTD
JNZ TRUSTEE SERVICES (2022) LIMITED
TROCA ENTERPRISES PTY LTD
STELLA ADRIATICA (CI) LTD
MR DUSAN PEVEC
MR SIMON JOHN JARRETT
MATTHEW BURFORD SUPER FUND PTY LTD
ROOKHARP CAPITAL PTY LIMITED
MR PETER FABIAN HELLINGS &
MRS JACQUELINE KIM GUN HELLINGS
JL AND RA ROBERTS PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
DIADEM INVESTMENTS PTY LTD
MR DAVID ROBERT JOHN KALUZA
MR BAILEY MATT SACHR
CITICORP NOMINEES PTY LIMITED
MR STEPHEN HUNTER
MR BIN LIU
PETERLYN PTY LTD
CHALLENGE AURORA PTY LTD
Total
Holding
18,750,000
6,250,000
2,523,856
%
26.46%
8.82%
3.56%
2,055,000
2,039,443
2.90%
2.88%
1,875,000
2.65%
1,750,000
2.47%
1,562,500
2.20%
1,500,000
1,500,000
1,387,500
1,209,678
1,000,000
1,000,000
812,500
800,001
800,000
779,644
777,214
750,000
750,000
625,000
2.12%
2.12%
1.96%
1.71%
1.41%
1.41%
1.15%
1.13%
1.13%
1.10%
1.10%
1.06%
1.06%
0.88%
615,000
51,112,336
0.87%
72.12%
e. Restricted Securities
There are 4,543,750 Employee Restricted Shares on issue which are subject to a restriction
on trading until 30 May 2023.
f. Unquoted equity securities
The Company has 9,934,375 performance rights on issue with vesting subject to milestones.
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69
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 22 September 2023
1. Company Secretary
The name of the company secretary is Ms Sue-Ann Higgins.
2. Address and telephone details of entity’s registered and administrative office
Suite 506, Level 5
50 Clarence Street
Sydney NSW 2000
AUSTRALIA
Ph: (02) 9078 7669
GPO Box Q128
Queen Victoria Building
NSW 1230
AUSTRALIA
3. Address and telephone details of the office at which the register of securities is kept
Automic Pty Ltd
Level 5 126 Phillip Street
Sydney NSW 2000
Phone:
1300 288 664 (within Australia)
+61 2 9698 5414 (international)
Email: hello@automic.com.au
Web site: www.automic.com.au
4. Stock exchange on which the Company’s securities are quoted
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
Home Exchange – Melbourne; ASX Code: MBK.
5. Review of Operations
A review of operations is contained in the Review of Operations report.
6. On-market buy-back
There is currently no on-market buy-back.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 22 September 2023
DIRECTORS
Inès Scotland (Executive Chair)
Sue-Ann Higgins (Executive Director)
Guy Robertson (Executive Director)
COMPANY SECRETARY
Sue-Ann Higgins
REGISTERED OFFICE
Suite 506, Level 5
50 Clarence Street
Sydney NSW 2000
AUSTRALIA
Ph: (02) 9078 7669
MAILING ADDRESS
GPO Box Q128
Queen Victoria Building
NSW 1230
AUSTRALIA
SHARE REGISTRY
Automic Pty Ltd
Level 5 126 Phillip Street
Sydney NSW 200
Telephone:
1300 288 664 (within Australia)
+61 2 9698 5414 (international)
hello@automicgroup.com.au
AUDITORS
RSM Australia Pty Ltd
Level 13, 60 Castlereagh Street
Sydney NSW 2000
BANKERS
Westpac
WEBSITE
www.metalbank.com.au
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