ABN 30 099 883 922
Annual Report - 30 June 2024
Mithril Resources Limited
Contents
30 June 2024
1
Corporate directory
2
Directors' report
3
Auditor's independence declaration
23
Consolidated statement of profit or loss and other comprehensive income
24
Consolidated statement of financial position
25
Consolidated statement of changes in equity
26
Consolidated statement of cash flows
27
Notes to the financial statements
28
Directors' declaration
48
Independent auditor's report to the members of Mithril Resources Limited
49
Shareholder information 51
Mithril Resources Limited
Corporate directory
30 June 2024
2
Directors
Mr Craig Sharpe (Non-Executive Chairman)
Mr John Skeet (Managing Director)
Mr Garry Thomas (Non-Executive Director)
Mr Stephen Layton (Non-Executive Director)
Company secretary
Mr Justyn Stedwell
Registered office
The Block Arcade
Suite 324
Level 3, 96 Elizabeth Street
MELBOURNE VIC 3000
Principal place of business
The Block Arcade
Suite 324
Level 3, 96 Elizabeth Street
MELBOURNE VIC 3000
Share register
Computershare Investor Services Pty Ltd
Level 5, 115 Grenfell Street
ADELAIDE SA 5000
Auditor
Nexia Melbourne Audit Pty Ltd
Level 35, 600 Bourke Street
MELBOURNE VIC 3000
Bankers
National Australia Bank
800 Bourke Street
MELBOURNE VIC 3008
Stock exchange listing
Mithril Resources Limited shares are listed on the Australian Securities Exchange
(ASX code: MTH)
Website
www.mithrilresources.com.au
Mithril Resources Limited
Directors’ report
30 June 2024
3
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of Mithril Resources Limited (referred to hereafter as the 'Company' or 'Parent Entity') and the entities
it controlled at the end of, or during, the year ended 30 June 2024.
Name:
Craig Sharpe (Appointed 2 January 2024)
Title:
Non-Executive Chairman
Qualifications:
B.Comm, MBA
Experience and expertise:
Mr. Sharpe has worked in the equity markets for over 35 years, with extensive
experience in the resources sector. He has worked across many areas within the
finance industry in Australia and Asia including FX, institutional, retail, corporate and
management and has a large network of investor and industry professionals across the
Asia Pacific regions.
Other current directorships:
N/A
Former directorships (last 3 years): N/A
Interests in shares:
950,000 ordinary shares
Interests in Options:
975,000 Options exercisable at $0.20 each expiring 14 May 2027
Name:
John Skeet (Appointed 8 September 2020)
Title:
Chief Executive Officer / Managing Director
Qualifications:
B.App.Sc
Experience and expertise:
Mr. Skeet has over 30 years experience in gold-silver mining, both in management at
operations and developing projects in Australia, Republic of Georgia and Mexico. He
successfully developed Ballarat East, Quartzite Gold in Georgia, and Palmarejo Silver
Gold Mine in Mexico, prior to the Coeur Mining takeover and was COO of Cerro
Resources prior to its takeover by Primero Mining. He has 16 years experience in
Mexico. He founded Sun Minerals in 2017 and acquired the option to purchase the
Copalquin Project in Mexico.
Other current directorships:
N/A
Former directorships (last 3 years): N/A
Interests in shares:
4,745,637 ordinary shares
Interests in Options:
2,050,000 Options exercisable at $0.20 each expiring 14 May 2027
250,000 Options exercisable at $0.70 each expiring 9 December 2025
Name:
Mr Stephen Layton (Appointed 15 May 2019)
Title:
Non-Executive Director
Qualifications:
MSIAA
Experience and expertise:
Mr Layton has over 35 years' experience in equity capital markets in the UK and
Australia. Mr Layton has worked with various stockbroking firms and/or AFSL regulated
corporate advisory firms. Mr Layton specialised in capital raising services and
opportunities, corporate advisory, facilitation of ASX listings and assisting companies
grow.
Other current directorships:
EQ Resources Ltd
Former directorships (last 3 years): N/A
Interests in shares:
2,505,000 ordinary shares
Interests in Options:
750,000 Options exercisable at $0.20 each expiring 14 May 2027
100,000 Options exercisable at $0.70 each expiring 9 December 2025
Mithril Resources Limited
Directors' report
30 June 2024
4
Name:
Mr Garry Thomas (Appointed as Alternate-Director 15 June 2020) (Appointed Non-
Executive Director 17 August 2020)
Title:
Non-Executive Director
Qualifications:
Assoc. CE
Experience and expertise:
Mr Thomas is a civil engineer with over 35 years’ experience in civil construction, mine
development and operations. He has been involved in the implementation of mining
operations in Australia, Indonesia, Laos, Russia, Zimbabwe, Ghana, Zambia, South
Africa, Algeria, Mexico and Mali. He has managed the construction and commissioning
of over 20 CIL/CIP, flotation and heap leach plants in Australasia, Russia and Africa as
well as many plant upgrades including construction of at Palmarejo, Mexico prior to the
Coeur Mining take over. Mr Thomas founded Intermet Engineering which he sold to
Sedgman Metals.
Other current directorships:
Oakajee Corporation Ltd
Former directorships (last 3 years): N/A
Interests in shares:
5,558,997 ordinary shares
Interests in Options:
600,000 Options exercisable at $0.20 each expiring 14 May 2027
428,572 Options exercisable at $0.70 each expiring 9 December 2025
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company Secretary
Justyn Stedwell (appointed 3 June 2024)
Claire Newstead-Sinclair (resigned 3 June 2024)
Mr Stedwell holds a Bachelor of Commerce from Monash University, a Graduate Diploma of Accounting from Deakin
University and is a Member of the Governance Institute of Australia. He has over 17 years’ experience as a Company
Secretary of ASX listed companies and has also served as a Non-Executive Director on several ASX listed company Boards.
Principal activities
During the financial year the principal continuing activities of the Group consisted of:
●
to carry out exploration of mineral tenements, both on a joint venture basis and by the Group in its own right;
●
to continue to seek extensions of areas held and to seek out new areas with mineral potential; and
●
to evaluate results achieved through surface sampling, drilling and geophysical surveys carried out during the year.
There have been no significant changes in the nature of those activities during the year.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to $1,600,354 (30 June 2023: $2,098,081).
Mithril Resources Limited
Directors' report
30 June 2024
5
Copalquin Gold-Silver District, Mexico
With 100 historic underground gold-silver mines and workings plus 198 surface workings/pits throughout 70km2 of mining
concession area, Copalquin is an entire mining district with high-grade exploration results and a maiden JORC resource. To
date there are four interpreted hydrothermal upwelling zones in the district with one already hosting a high-grade gold-silver
JORC resource at El Refugio (529koz AuEq @6.81 g/t AuEq)1 supported by a conceptional underground mining study
completed on the maiden resource in early 2022 (see ASX announcement 28 February 2022 and metallurgical test work (see
ASX Announcement 24 February 2024). There is considerable strike and depth potential to increase the resource at El Refugio
and at other target areas across the district.
With the district-wide gold and silver occurrences and rapid exploration success, it is clear the Copalquin District is developing
into another significant gold-silver district like the many other districts in this prolific Sierra Madre Gold-Silver Trend of
Mexico. These districts can host 1 – 5 million ounces of gold plus 50 – 100+ million ounces of silver.
Highlights for the Year
•
Diamond core drilling commenced in June 2024 for an initial 4,000m programme, now expanded to 9,000 metres
with the closing of a capital raising in July 2024.
•
The initial drill programme includes drilling at the maiden resource at district Target 1 area at El Refugio and La
Soledad, aiming to expand the resource by approximately 2X with anticipated update in Q1 2025.
•
Geologic mapping and channel sampling around the high-grade maiden JORC resource at El Refugio – La Soledad
progressed throughout the year, identifying additional structures, veins and historic workings in and around the
most advanced district target area. Channel sampling results were reported in June 2024
•
A light detection and ranging (LiDAR) survey was flown over the Copalquin mining concession area. Initial results
have identified important geological features plus 93 historic mine adits (tunnels), 7 mine shafts and 198 surfaces
workings/prospecting pits.
•
Access road upgrade design work progressed with anticipated commencement of work at the beginning of the final
quarter of 2024 following the end of the rainy season.
•
The completion of the drill core relogging program review provides improved focus on defined structures (faults,
dykes, stockwork and quartz vein breccias) and lithological contacts for improved interpretation and geologic
modelling.
•
Highly experienced and well regarded, consulting geologist was appointed as Mithril’s Technical Advisor.
1 see ‘About Copalquin Gold Silver Project’ section for JORC MRE details and AuEq. calculation.
Figure 1 Mithril's Technical Advisor, Colin Jones, at the historic Zaragoza workings (left) and La Soledad historic mine, level 4
(middle). Diamond core drill working at El Refugio in June 2024 (right).
Mithril Resources Limited
Directors' report
30 June 2024
6
Geologic mapping around the high-grade maiden JORC resource at El Refugio – La Soledad continued throughout the year,
identifying new structures, veins and historic workings.
The company successfully trialled the use of a battery powered hand-held rock saw to provide rock chip channel samples
from underground workings and surface structures.
The exceptional channel sampling results were released on 12 June 2024. See High Grade Diamond Saw Assays Expand Drill
Targets for all details and JORC table.
This sampling programme used a diamond saw to cut underground and outcropping veins in a geologically unbiased manner
as a method to support detailed mapping and interpretation of various structures. For future resource estimation work at
the Target 1 area, these results may be included in JORC resource estimates with survey and proper QAQC carried out to
JORC 2012 Standards.
El Refugio mine – main level
El Refugio Surface Prospect
•
3.5m @ 8.30 g/t gold, 239 g/t silver (L1)
•
1.7m @ 5.68 g/t gold, 106 g/t silver
•
2.5m @ 7.99 g/t gold, 191 g/t silver (L2)
•
1.9m @ 9.56 g/t gold, 215 g/t silver
•
3.0m @ 5.52 g/t gold, 154 g/t silver (L3)
•
1.8m @ 11.5 g/t gold, 226 g/t silver
•
3.0m @ 6.01 g/t gold, 156 g/t silver (L4)
•
1.3m @ 4.76 g/t gold, 100 g/t silver
El Refugio mine – second level
480 Cometa Surface Structure
•
1.5m @ 8.96 g/t gold, 325 g/t silver (L11)
•
10.5m @ 4.47 g/t gold, 121 g/t silver
•
1.5m @ 9.33 g/t gold, 173 g/t silver (L12)
•
Cometa 2 Working
•
1.5m @ 34.4 g/t gold, 372 g/t silver (L25)
•
1.0m @ 1.74 g/t gold, 914 g/t silver
•
1.5m @ 4.20 g/t gold, 129 g/t silver (L26),
•
La Soledad Mine Level 4
•
2.0m @ 6.91 g/t gold, 148 g/t silver (L28),
•
2.8m @ 6.92 g/t gold, 133 g/t silver (L3)
•
3.0m @ 11.0 g/t gold, 250 g/t silver (L29),
Copalquin Creek Line
•
2.0m @ 39.2 g/t gold, 401 g/t silver (L30), including
1.0m @ 70.7 g/t gold, 710 g/t silver
•
3.0m @ 8.02 g/t gold, 78 g/t silver
Copalquin Mine
•
2.0m @ 5.32 g/t gold, 245 g/t silver
Table 1 Highlight channel sampling results reported in June 2024.
The mapping and channel sampling assays show there are structures interacting with the broad east-west low angle
structure that extends for several kilometres across the district. The various mapped structures sampled in underground
workings and surface structures show significant gold and silver mineralisation. The results support drilling in different
orientations in the Target 1 area to intersect the various mineralised structures and provides some visual evidence of faulting.
Mithril Resources Limited
Directors' report
30 June 2024
7
Figure 2 Map showing highlight diamond saw sampling result from Target Area 1, in the Copalquin District. Some highlight drill intercepts from 2020-
2022 drilling also shown, which were part of the maiden JORC resource estimate for this target area.
On the eastern side of Target 1 JORC resource area at El Cometa (see Figure 2), high-grade diamond saw sampling assays
returned from a working (Cometa 2 - 1.0m @ 1.74 g/t gold, 914 g/t silver) down slope of the El Cometa mine plus a 10.5
metre wide NW trending cross cutting surface structure (Cometa 480 - 10.5m @ 4.47 g/t gold, 121 g/t silver). Previous
drilling into a NW trending structure at El Cometa intercepted very high-grade near surface (CDH-072 6.8m @74 g/t gold,
840 g/t silver from 35.2m).
Figure 3 Cutting a channel sample in large outcrop at El Cometa.
Mithril Resources Limited
Directors' report
30 June 2024
8
Figure 4 Channel sampling across vein at Copalquin Creek – Zaragoza area.
Figure 5 Well developed quartz vein at Copalquin Creek.
At the historic El Refugio mine working, new areas have been accessed, mapped and sampled returning high-grade assays
providing enhanced interpretation of the structures in this important area. The main and second levels of the workings have
been sampled for the first time and well as newly accessible areas (see Figures below).
Mithril Resources Limited
Directors' report
30 June 2024
9
Figure 6 Cross section of the historic El Refugio mine workings, looking north with diamond saw sampling assay results. New areas have been accessed,
mapped and sampled with survey pending to complete updated workings model. The detailed work has provided useful information regarding the
various structures, breccias and faulting and the mineralisation. Sample from line 30 (L30 – 2.0m @39.2 g/t Au, 401 g/t Ag) is from a stope pillar, which
provides an indication of the material historically mined.
Figure 7 Inside El Refugio workings, Left to right – sample line 12 (L12) - 1.5m @ 9.33 g/t Au, 173 g/t Ag, sample line 28 (L28) - 2.0m @ 6.91 g/t Au,
148 g/t Ag, and sample line 30 (L30) - 2.0m @ 39.2 g/t Au, 401 g/t Ag.
Below shows the location of the historic Copalquin mine workings down at the district central creek level and its position
relative to the Target 1 resource area. The diamond saw sampling and mapping results are significant in supporting the
concept of a major east-west vent system responsible for the widespread surface alteration and gold-silver mineralisation
across the district.
Mithril Resources Limited
Directors' report
30 June 2024
10
Figure 8 Map showing location of the historic Copalquin mine 900 metres south-east of the El Cometa mine at approximately 300 metres lower
elevation. The results of the mapping and the assay results are significant in supporting the concept of a major east-west
Figure 9 Left: Mineralised structure in the Copalquin Creek important for the overall district geologic model. Right: Inside the historic Copalquin mine
showing diamond saw channel sample.
The Copalquin mine workings have been developed on two levels along a quartz vein. No mine stoping has been done. The
main vein is 50cm to 1m wide and comprises a multiphase quartz vein that exhibits well developed epithermal banding
textures, including colloform banding and thin bands of sulphides. Copper oxide minerals are also observed. Inspection of
a cross cut underground and the outcrop along the creek at the entrance to the workings shows that the main vein is
associated with a 6m wide zone of similar but thinner veins. This structure is hosted in granodiorite and extends west into
the Los Pinos alteration zone. A 9.0m wide diamond saw sample was taken across the structure yielding 9.0m @ 2.72 g/t
gold, 34.4 g/t silver, including 3.0m @ 8.02 g/t gold, 78 g/t silver.
Mithril Resources Limited
Directors' report
30 June 2024
11
Figure 10 – LiDAR hill shade image with the historic workings identified across the district and 2020-2022 highlight drill and channel sample
results. Several new areas highlighted across the district for follow-up work.
Figure 11 Schematic long section of the Copalquin District Middle Section, a mineralised trend which includes the maiden JORC resource at El Refugio/La
Soledad.
Figure 12 Schematic long section of District South Section of the Copalquin District
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Directors' report
30 June 2024
12
Supporting the local community, the all-terrain vehicle track has advanced, connecting key areas of the Copalquin District
with the nearby regional town of El Durazno. This opens up future transport and development options to advance
exploration and a future development in the district (Figure 13).
Figure 13 Copalquin District location and surrounding road access, major regional town of El Durazno and distances to cities. All-terrain
vehicle track connecting to unsealed road with total length of 40 km between Copalquin and El Durazno.
Environmental, Social and Governance
Mithril’s Copalquin District, located in the Sierra Madre mountains in the western most area of Durango State, Mexico is an
isolated site currently with mule road and light aircraft access only. There are small settlements throughout the district, with
El Limon just outside the south-west corner of the concession area, the largest with about 20 dwellings. In the second half
of the nineteenth century, it is reported that the Copalquin settlement was home to over 2,000 inhabitants with cobblestone
street, church and mine buildings. Now there is just one family residing in the Copalquin settlement. Many of the families
have been in the district for generations. While there are no records of ejidos (land grants given after the Mexican revolution)
or registered communities, the inhabitants have legal possession of the land if fenced and occupied for longer than 10 years.
Mithril’s (and previously Sun Minerals’) approach is to proceed as if the community is registered, with all members having
legal possessions of land as we progress future applications for development with the Mexican authorities.
Mithril is the only employer in the Copalquin district, and our non-professional staff are from within the district. Our people
are skilled and hard-working, developed from living in an isolated location. Skills possessed include carpentry, dwelling and
road construction, mule handling, farming and mining. Mithril has implemented job specific training and encourages online
learning.
Throughout 2023-24, Mithril has progressed study work on infrastructure enhancements that will be of benefit to both our
exploration developments and the local community. Specific community focussed developments are for education, medical,
environmental management and communications.
Mithril Resources Limited
Directors' report
30 June 2024
13
Key points about our ESG work
•
The company philosophy operating in the Copalquin district is to support communities via children’s education and
providing employment opportunity
•
Mithril supports up to three community schools in the district
•
Employs 25 local people under the federal employment laws
•
Developing infrastructure in the district for long term benefit
•
Exploration work using man-portable diamond core drill
•
Drilling contractor with developed environmental management practices
•
Future mine development – low impact underground mining, high-grade, low tonnage, waste rock storage
underground, dry-stack tailings management
•
Fully compliant with all federal laws – permitting, taxation, employment
•
Successfully receiving value added tax (IVA) refunds
•
Board and management with successful track record working in remote locations
•
Excellent relationships with local community and the mining concession partner
Copalquin Maiden JORC Resource – First Target Area of El Refugio-La Soledad
The Copalquin mining district is located in Durango State, Mexico and covers an entire mining district of 70km2 containing
several dozen historic gold and silver mines and workings, ten of which had notable production. The district is within the
Sierra Madre Gold Silver Trend which extends north-south along the western side of Mexico and hosts many world-class gold
and silver deposits.
Multiple mineralisation events, young intrusives thought to be system-driving heat sources, widespread alteration together
with extensive surface vein exposures and dozens of historic mine workings, identify the Copalquin mining district as a major
epithermal centre for Gold and Silver.
Within 15 months of drilling in the Copalquin District, Mithril delivered a maiden JORC mineral resource estimate
demonstrating the high-grade gold and silver resource potential for the district. This maiden resource is detailed below (see
ASX release 17 November 2021)^.
•
2,416,000 tonnes @ 4.80 g/t gold, 141 g/t silver for 373,000 oz gold plus 10,953,000 oz silver (Total 529,000 oz
AuEq*) using a cut-off grade of 2.0 g/t AuEq*
•
28.6% of the resource tonnage is classified as indicated
Tonnes
(kt)
Tonnes
(kt)
Gold
(g/t)
Silver
(g/t)
Gold Eq.*
(g/t)
Gold
(koz)
Silver
(koz)
Gold Eq.*
(koz)
El Refugio
Indicated
691
5.43
114.2
7.06
121
2,538
157
Inferred
1,447
4.63
137.1
6.59
215
6,377
307
La Soledad
Indicated
-
-
-
-
-
-
-
Inferred
278
4.12
228.2
7.38
37
2,037
66
Total
Indicated
691
5.43
114.2
7.06
121
2,538
157
Inferred
1,725
4.55
151.7
6.72
252
8,414
372
TOTAL
2,416
4.80
141
6.81
373
10,953
529
Table 2 - Mineral resource estimate El Refugio – La Soledad using a cut-off grade of 2.0 g/t AuEq*
* The gold equivalent (AuEq.) values are determined from gold and silver values and assume the following: AuEq. = gold equivalent calculated using and gold:silver price ratio of
70:1. That is, 70 g/t silver = 1 g/t gold. The metal prices used to determine the 70:1 ratio are the cumulative average prices for 2021: gold USD1,798.34 and silver: USD25.32 (actual is
71:1) from kitco.com. Metallurgical recoveries are assumed to be approximately equal for both gold and silver at this early stage. Actual metallurgical recoveries from test work to
date are 96% and 91% for gold and silver, respectively. In the Company’s opinion there is reasonable potential for both gold and silver to be extracted and sold. Actual metal prices
have not been used in resource estimate, only the price ratio for the AuEq reporting.
^ The information in this report that relates to Mineral Resources or Ore Reserves is based on information provided in the following ASX announcement: 17 Nov 2021 - MAIDEN JORC
RESOURCE 529,000 OUNCES @ 6.81G/T (AuEq*), which includes the full JORC MRE report, also available on the Mithril Resources Limited Website.
Mithril Resources Limited
Directors' report
30 June 2024
14
The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material
assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The company confirms
that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.
Mining study and metallurgical test work supports the development of the El Refugio-La Soledad resource with conventional
underground mining methods indicated as being appropriate and with high gold-silver recovery to produce metal on-site
with conventional processing.
Mithril is currently exploring in the Copalquin District to expand the resource footprint, demonstrating its multi-million-ounce
gold and silver potential.
Mithril has an exclusive option to purchase 100% interest in the Copalquin mining concessions by paying US$10M on or any time
before 7 August 2026 (option has been extended by 3 years). Mithril has reached an agreement with the vendor for an extension
of the payment date by a further 2 years (bringing the payment date to 7 August 2028).
Corporate
On 26 May 2023, the Company announced that it had entered into a Scheme Implementation Deed (SID) with TSXV listed
Newrange Gold Corp. (see ASX announcement Mithril enters Scheme of Arrangement with TSXV Newrange Gold – 20 November
2023).
On 21 November 2023, the Company announced the termination of the SID due to Newrange being unable to complete the
required Concurrent Financing prior to the second court hearing. Both companies, after extensive good faith discussions,
mutually agreed to terminate the SID.
The Directors of Mithril consider that termination of the Deed was in the best interests of Mithril Shareholders and
Optionholders (Mithril Securityholders) so as to allow Mithril to consider alternate strategic opportunities.
The Company’s securities were suspended from quotation at Mithril’s request under Listing Rule 17.2 on Friday, 17 November
2023 pending release of information regarding the SID. The suspension of Mithril’s securities from quotation was extended
at Mithril’s request on Tuesday, 21 November 2023 pending release of information regarding the outcome of a strategic
review including all options regarding recapitalisation of Mithril and securing of operational funding which Mithril disclosed
is critical to its on-going financial viability. The securities of Mithril will remain suspended from quotation under Listing Rule
17.3.1 until MTH has demonstrated compliance with Listing Rule 12.2 to ASX’s satisfaction.
In December 2023 Craig Sharpe was appointed Non-Executive Chair and this was confirmed on 2 January 2024.
5 March 2024, the Company announced a capital raising with professional and sophisticated clients of PAC Partners Securities
Pty Ltd and Arlington Group Asset Management (the Joint Lead Managers) for an investment in the Company of up to $4.03
million (before costs) through a Convertible Note and Placement Offer. This is in addition to the $0.7m convertible notes
previously issued and announced on 2 January 2024.
22 April 2024 the Company held its AGM, with all resolutions passed and ASX reinstating Mithril to trade on 22 May 2024.
26 June 2024, the Company announced a capital raising with Institutional, professional and sophisticated clients of PAC Partners
Securities Pty Ltd and Arlington Group Asset Management (the Joint Lead Managers) for an investment in the Company of up to
A$3.7 million (before costs) through a Placement Offer. See announcement $3.7M Placement With Cornerstone Investor
released 26 June 2024 for the capital raising details. Participants will receive one free attaching Option for every one Share
subscribed for under the Placement. The Options will be unlisted, have an exercise price of $0.30 and an exercise period of
2 years from the date of issue.
On 4 July 2024, the company issued 15,500,000 Shares as part of the Placement upon receiving funds of $3,100,000. On 12
July 2024, the company issued 2,500,000 Shares as part of the Placement upon receiving funds of $500,000.
The placement was at a 29 per cent premium to last traded share price Jupiter Gold and Silver Fund (Jupiter) invested A$2m for
~10% holding in Mithril, having completed a site visit in October 2023. Jupiter Gold and Silver Fund is a London based specialist
gold and silver asset manager with approximately $1 billion assets under management. Jupiter has been a shareholder since 2020
Mithril Resources Limited
Directors' report
30 June 2024
15
of ASX listed De Grey Mining and according to its March 2024 investor newsletter counts the Sprott Physical Silver ETF as its second
largest holding while exploration companies are only 3% of the fund’s assets under management.
Mithril also obtained shareholder approval for a 1 for 100 capital consolidation.
The company continued to receive Mexican VAT refunds throughout the year and expects VAT refunds for the current and
future years to be received on a timely basis with the Mexican subsidiary company’s continued compliance lodgement of its
VAT claims.
Competent Persons Statement
The information in this half yearly report that relates to metallurgical test results, mineral processing and project development and
study work has been compiled by Mr John Skeet who is Mithril’s CEO and Managing Director. Mr Skeet is a Fellow of the Australasian
Institute of Mining and Metallurgy. This is a Recognised Professional Organisation (RPO) under the Joint Ore Reserves Committee
(JORC) Code.
Mr Skeet has sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration, and
to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee
(JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Skeet consents to the
inclusion in this report of the matters based on information in the form and context in which it appears. The Australian Securities
Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
The information in this half yearly report that relates to sampling techniques and data, exploration results and geological
interpretation for Mithril’s Mexican project, has been compiled by Mr Ricardo Rodriguez who is Mithril’s Project Manager. Mr
Rodriguez is a Member of the Australasian Institute of Mining and Metallurgy. This is a Recognised Professional Organisation (RPO)
under the Joint Ore Reserves Committee (JORC) Code.
Mr Rodriguez has sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration,
and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves
Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Rodriguez
consents to the inclusion in this report of the matters based on information in the form and context in which it appears.
The information in this half yearly report that relates to Mineral Resources is reported by Mr Rodney Webster, Principal Geologist
at AMC Consultants Pty Ltd (AMC), who is a Member of the Australasian Institute of Mining and Metallurgy. The report was peer
reviewed by Andrew Proudman, Principal Consultant at AMC. Mr Webster is acting as the Competent Person, as defined in the 2012
Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves, for the reporting of the Mineral Resource estimate. A site visit was carried out by Jose Olmedo a geological consultant
with AMC, in September 2021 to observe the drilling, logging, sampling and assay database.
The Australian Securities Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Mithril Resources Limited
Directors' report
30 June 2024
16
Tenement information
30 June 2024
Australian Interests:
Mining Concession
Tenement title number
Interest owned %
Kurnalpi Area
E28/2506
100.00
Kurnalpi Area
E28/2567
100.00
Kurnalpi Area
E28/2682
100.00
Kurnalpi Area
E28/2760
100.00
Lignum Dam Area
E27/538
100.00#
Lignum Dam Area
E27/582
100.00#
Lignum Dam Area
E27/584
100.00#
Murchison Area (Limestone Well)
E20/846
10.00
Murchison Area (Limestone Well)
E57/1069
10.00
#The Lignum Dam tenements are under an earn-in agreement with Great Bolder Resources. Great Bolder has completed
exploration expenditures to earn 51% interest in the tenements although this interest is not yet formally registered. Mithril is
considering options to fully divest its interest in these tenements.
The Kurnalpi tenements are currently in good standing and Mithril is looking to farm-out or divest these tenements. Mithril
continues to hold a 10% free carried interest in the Limestone Well tenements with Auteco Minerals.
Mexican Operations:
Mining Concession
Mining Concession title number
Interest owned %
LA SOLEDAD
52033
50.00
EL COMETA
164869
50.00
SAN MANUEL
165451
50.00
COPALQUIN
178014
50.00
EL SOL
236130
50.00
EL CORRAL
236131
50.00
Mithril has currently owns a 50% interest in the Copalquin mining concessions and has an exclusive option to purchase the
remaining 50% (bringing Mithril’s ownership of the Copalquin mining concessions to 100%) by paying US$10M to the vendor on
or any time before 7 August 2026 (the due date for payment was initially 7 August 2023, and was extended by 3 years by written
agreement between Mithril and the vendor). Mithril has executed and registered an agreement with the vendor for an
extension of the payment date by a further 2 years (bringing the payment date to 7 August 2028).
Mithril Resources Limited
Directors' report
30 June 2024
17
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
On 26 June 2024, the Company announced firm commitments had been received for a capital raising comprising of
18,500,000 new fully paid ordinary Shares at an issue price of $0.20 per Share raising $3,700,000 before costs of the share
placement (“Placement”). Participants will receive one free attaching Option for every one Share subscribed for under the
Placement. The Options will be unlisted, have an exercise price of $0.30 and an exercise period of 2 years from the date of
issue. On 4 July 2024, the Company issued 15,500,000 Shares as part of the Placement upon receiving funds of $3,100,000.
On 12 July 2024, the Company issued 2,500,000 Shares as part of the Placement upon receiving funds of $500,000.
At a general meeting of shareholders held on 2 September 2024, the following resolutions were passed:
-
Approval to issue 18,000,000 Placement Options (described above) exercisable at $0.30 each and expiring 2 years
from the date of issue;
-
Approval to issue 500,000 Placement Shares (described above) to John Skeet at a price of 20 cents each;
-
Approval to issue 500,000 Placement Options (described above) to John Skeet exercisable at $0.30 each and
expiring 2 years from the date of issue; and
-
Approval to change the Company’s name to Mithril Silver and Gold Limited.
No other matters or circumstances have arisen since 30 June 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Environmental regulation
The Group is aware of its responsibility to impact as little as possible on the environment, and where there is any disturbance,
to rehabilitate sites. During the year under review the majority of work carried out was in the Northern Territory, Western
Australia and Durango (Mexico) and the Group followed procedures and pursued objectives in line with guidelines published
by the Australian and Mexican Governments. These guidelines are quite detailed and encompass the impact on owners and
land users, heritage, health and safety and proper restoration practices. The Group supports this approach and is confident
that it properly monitors and adheres to these objectives, and any local conditions applicable wherever it explores.
The Group is committed to minimising environmental impacts during all phases of exploration, development and production
through a best practice environmental approach. The Group shares responsibility for protecting the environment for the
present and the future. It believes that carefully managed exploration programs should have little or no long-lasting impact
on the environment and the company has formed a best practice policy for the management of its exploration programs. The
Group properly monitors and adheres to this approach and there were no environmental incidents to report for the year under
review. Furthermore, the Group is in compliance with the state and/or commonwealth environmental laws for the jurisdictions
in which it operates.
Occupational Health, Safety and Welfare
In running its business, Mithril aims to protect the health, safety and welfare of employees, contractors and guests. The
Group reviews its OHS&W policy at regular intervals to ensure a high standard of OHS&W, and to reflect best practice in
injury and accident prevention.
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Mithril Resources
Limited support and have adhered to the principles of sound corporate governance. The Board recognises the
recommendations of the Australian Securities Exchange Corporate Governance Council and considers that Mithril
Resources is in compliance to the extent possible with those guidelines, which are of importance to the commercial operation
of a junior listed resources company. During the financial year, shareholders continued to receive the benefit of an efficient
and cost-effective corporate governance policy for the Company.
The Company has established a set of corporate governance policies and procedures and these can be found within the
Company’s Corporate Governance Statement located on the Company’s website:
www.mithrilresources.com.au/corporate-governance
Mithril Resources Limited
Directors' report
30 June 2024
18
Shares under option
At the date of this report, options to acquire ordinary shares in the Company were on issue as follows:
Exercise
Number
Grant date
Expiry date
price
under option
16/11/2022
16/11/2025
$1.50
250,000
Various
09/12/2025
$0.70
2,142,865
16/5/2024
14/5/2027
$0.10
10,000,000
16/5/2024
14/5/2027
$0.20
29,956,200
42,349,065
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
Company or of any other body corporate.
Shares issued on the exercise of options
No ordinary shares of Mithril Resources Limited were issued during the year ended 30 June 2024 and up to the date of this
report on the exercise of options granted:
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors. These are as follows:
Craig Sharpe
Non-Executive Chairman (Appointed 2 January 2024)
Stephen Layton
Non-Executive Director (Appointed 15 May 2019)
Garry Thomas
Alternate-Director / Non-Executive Director (Appointed Alternate-Director 15 June 2020)
(Appointed Non-Executive Director 17 August 2020)
John Skeet
Chief Executive Officer / Managing Director (Appointed Managing Director 8 September 2020)
Principles used to determine the nature and amount of remuneration
The Board is responsible for determining remuneration policies applicable to directors and senior executives of the Group.
The Board policy is to ensure that remuneration properly reflects the individuals' duties and responsibilities and that
remuneration is competitive in attracting, retaining and motivating people with appropriate skills and experience. At the time
of determining remuneration consideration is given by the Board to the Group's financial performance.
The Board currently determines the nature and amount of remuneration for board members and senior executives of the
Group. The policy is to align Director and executive objectives with shareholder and business objectives by providing a fixed
remuneration component and offering specific long‑term incentives.
The Non‑Executive Directors and other executives receive a superannuation guarantee contribution required by the
government, which was 10%, and do not receive any other retirement benefits. Some individuals, however, may choose to
sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to directors and executives
is expensed as incurred. Executives are also entitled to participate in the Company share option scheme. Options are valued
using the Black‑Scholes methodology.
Non-Executive Directors remuneration is set from a pool that is approved by shareholders, which presently is set at $250,000
per annum. The Non-Executive Director fees have not been increased since the Group’s initial public offering in 2002 and
the Group has a policy of obtaining shareholder approval for any share based remuneration (such as options) to be granted
to Directors in accordance with the ASX Listing Rules. The Board policy is to remunerate Non‑Executive Directors at market
rates based on comparable companies for time, commitment and responsibilities. The board determines payments to
non‑executive Directors and reviews their remuneration annually, based on market practice, duties and accountability.
Independent external advice is sought when required.
There is no direct relationship between the remuneration policy and the Entity’s performance.
Mithril Resources Limited
Directors' report
30 June 2024
19
Voting and comments made at the Company's 2023 Annual General Meeting ('AGM')
At the 2023 AGM, more than 96% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
Short-term
benefits
Post-
employment
benefits
Share-based
payments
Cash salary
Super-
and fees
annuation
Options
Total
2024
$
$
$
$
Non-Executive Directors:
Craig Sharpe *
21,622
2,378
25,000
49,000
Stephen Layton
48,000
-
25,000
73,000
Garry Thomas
43,243
4,757
25,000
73,000
Executive Director:
John Skeet
180,000
-
40,000
220,000
292,865
7,135
115,000
415,000
2023
Non-Executive Directors:
Stephen Layton
48,000
-
-
48,000
Garry Thomas
43,636
4,364
-
48,000
Executive Director:
John Skeet
180,000
-
52,500
232,500
271,636
4,364
52,500
328,500
*
Mr Sharpe was appointed as a Director on 2 January 2024.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
Name
2024
2023
2024
2023
Non-Executive Directors:
Craig Sharpe
49.0%
100%
51.0%
-
Stephen Layton
65.8%
100%
34.2%
-
Garry Thomas
65.8%
100%
34.2%
-
Executive Director:
John Skeet
81.8%
77.4%
18.2%
22.6%
Mithril Resources Limited
Directors' report
30 June 2024
20
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
John Skeet
Title:
Chief Executive Officer (Appointed Managing Director 8 September 2020)
Agreement commenced:
9 June 2020
Term of agreement:
Reviewed every two years
Details:
Mr Skeet's gross salary, is $180,000. The Company or the employee may terminate
the employment contract without cause by providing 3 months written notice or making
payment in lieu of notice, based on the annual salary component. Termination
payments are generally not payable on resignation or dismissal for serious misconduct.
In the instance of serious misconduct the Company can terminate employment at any
time.
Share-based compensation
Issue of shares
There were no shares issued to Directors and other key management personnel as part of compensation during the year
ended 30 June 2024.
Issue of options
There were 230,000,000 Options issued to Directors and other key management personnel as part of compensation during
the year ended 30 June 2024 as follows:
Fair value
per right
Grant date
Expiry date
at grant date
Craig Sharpe
22 April 2024
14 May 2027
$0.0005
John Skeet
22 April 2024
14 May 2027
$0.0005
Stephen Layton
22 April 2024
14 May 2027
$0.0005
Garry Thomas
22 April 2024
14 May 2027
$0.0005
Performance rights
There were no performance rights issued to Directors and other key management personnel as part of compensation during
the year ended 30 June 2024.
Further information regarding the performance rights and Options can be found in note 27.
Mithril Resources Limited
Directors' report
30 June 2024
21
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of
Disposals/
the end of
the year
Consolidation remuneration
Acquired
other
the year
Ordinary shares
Craig Sharpe
-
-
-
950,000
-
950,000
Stephen Layton
200,500,000
(198,495,000)
-
500,000
-
2,505,000
Garry Thomas
378,399,559
(374,615,562)
-
1,775,000
-
5,558,997
John Skeet
224,563,615
(222,317,978)
-
2,500,000
-
4,745,637
803,463,174
(795,428,540)
-
5,725,000
-
13,759,634
Options
The number of Options in the Company held during the financial year by each Director and other members of key
management personnel of the Group, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of
Disposals/
the end of
the year
Consolidation remuneration
Acquired
other
the year
Options
Craig Sharpe
-
-
500,000
475,000
-
975,000
Stephen Layton
15,000,000
(14,850,000)
500,000
250,000
(50,000)
850,000
Garry Thomas
42,857,143
(42,428,571)
500,000
100,000
-
1,028,572
John Skeet
25,000,000
(24,750,000)
800,000
1,250,000
-
2,300,000
82,857,143
(82,028,571)
2,300,000
2,075,000
(50,000)
5,153,572
Performance rights holding
The number of performance rights over ordinary shares in the Company held during the financial year by each Director and
other members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at
Balance at
the start of
Vested
the end of
the year
Consolidation
during the year
the year
Performance rights over ordinary shares
Garry Thomas
33,333,333
(32,999,999)
-
333,334
Other transactions with key management personnel and their related parties
From 1 April 2022, a related party of Mr Skeet has been employed in an administration and legal role related to Mexico
requirements and incurred salary costs of $84,416 (2023: $84,035).
This concludes the remuneration report, which has been audited.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2024, and
the number of meetings attended by each Director were:
Directors Meetings
Attended
Held
Craig Sharpe
3
3
John Skeet
8
8
Stephen Layton
8
8
Garry Thomas
8
8
Held: represents the number of meetings held during the time the Director held office.
Mithril Resources Limited
Directors' report
30 June 2024
22
Indemnity and insurance of officers
The Group has made and agreement indemnifying all the Directors and Officers of the Company against all losses or liabilities
by each Director or Officer in their capacity as Directors or Officers of the Company to the extent permitted by the
Corporations Act 2001, the indemnification specifically excludes wilful acts of negligence.
The Company paid insurance premiums in respect of Directors’ and Officers’ Liability Insurance contracts for current officers
of the Company, including officers of the Company’s controlled entities. The liabilities insured are damages and legal costs
that may be incurred in defending civil or criminal proceeding that may be brought against the officers in their capacity as
officers of entities of the Group. The total amount of insurance premiums paid for the financial year was $52,604 (2023:
$45,622).
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 the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors' report.
Auditor
Nexia Melbourne Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
John Skeet
Managing Director
4 September 2024
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Australia
Level 35, 600 Bourke St
Melbourne VIC 3000
E: info@nexiamelbourne.com.au
P: +61 3 8613 8888
F: +61 3 8613 8800
nexia.com.au
Australia
Nexia Melbourne Audit Pty Ltd
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Mithril Resources Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
24
Income
Other income
5
122,938
144,900
Interest received
-
1,915
Expenses
Administration expenses
(396,352)
(334,900)
ASIC and ASX listing fees
(86,659)
(65,001)
Scheme implementation costs
(338,950)
(263,423)
Share-based payments
27
(115,000)
(52,500)
Employee benefits expense
6
(397,566)
(360,035)
Travel expenses
(75,542)
(36,680)
Legal expenses
(89,400)
-
Investor relations expenses
(108,410)
(26,943)
Depreciation and amortisation expense
(62,930)
(53,389)
Impairment of exploration assets
11
-
(1,049,436)
Interest expense
(52,483)
(2,589)
Loss before income tax expense
(1,600,354) (2,098,081)
Income tax expense
7
-
-
Loss after income tax expense for the year
(1,600,354)
(2,098,081)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
(1,529,944)
3,565,851
Other comprehensive income for the year, net of tax
(1,529,944)
3,565,851
Total comprehensive income for the year
(3,130,298)
1,467,770
Cents
Cents
Basic earnings per share
25
(3.99)
(6.70)
Diluted earnings per share
25
(3.99)
(6.70)
Mithril Resources Limited
Consolidated statement of financial position
As at 30 June 2024
Consolidated
Note
2024
2023
$
$
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
25
Assets
Current assets
Cash and cash equivalents
8
1,496,392
568,530
Trade and other receivables
9
178,293
334,856
Other assets
10
436,192
21,773
Total current assets
2,110,877
925,159
Non-current assets
Trade and other receivables
1,229
1,326
Exploration and evaluation
11
30,811,554
30,093,495
Total non-current assets
30,812,783
30,094,821
Total assets
32,923,660
31,019,980
Liabilities
Current liabilities
Trade and other payables
12
371,357
356,457
Borrowings
34,739
10,524
Employee benefits
13
40,649
26,369
Total current liabilities
446,745
393,350
Total liabilities
446,745
393,350
Net assets
32,476,915
30,626,630
Equity
Issued capital
14
71,115,636
66,250,053
Reserves
15
5,583,304
6,998,248
Accumulated losses
(44,222,025) (42,621,671)
Total equity
32,476,915
30,626,630
Mithril Resources Limited
Consolidated statement of changes in equity
For the year ended 30 June 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
26
Issued
Accumulated
Total
equity
capital
Reserves
losses
Consolidated
$
$
$
$
Balance at 1 July 2023
66,250,053
6,998,248
(42,621,671 ) 30,626,630
Loss after income tax expense for the year
-
-
(1,600,354)
(1,600,354)
Other comprehensive income for the year, net of tax
-
(1,529,944)
-
(1,529,944)
Total comprehensive income for the year
-
(1,529,944)
(1,600,354)
(3,130,298)
Transactions with Owners in their capacity as Owners:
Share based payments
-
115,000
-
115,000
Shares issued during the period (note 14)
5,088,740
-
-
5,088,740
Transactions costs
(223,157)
-
-
(223,157)
Balance at 30 June 2024
71,115,636
5,583,304
(44,222,025)
32,476,915
Issued
Accumulated
Total equity
capital
Reserves
losses
Consolidated
$
$
$
$
Balance at 1 July 2022
64,808,617
3,432,397
(40,523,590 )
27,717,424
Loss after income tax expense for the year
-
-
(2,098,081)
(2,098,081)
Other comprehensive income for the year, net of tax
-
3,565,851
-
3,565,851
Total comprehensive income for the year
-
3,565,851
(2,098,081)
1,467,770
Transactions with Owners in their capacity as Owners:
Shares issued during the period (note 14)
1,550,000
-
-
1,550,000
Transactions costs
(108,564)
-
-
(108,564)
Balance at 30 June 2023
66,250,053
6,998,248
(42,621,671 )
30,626,630
Mithril Resources Limited
Consolidated statement of cash flows
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
27
Cash flows from operating activities
Receipts from customers (inclusive of GST)
-
-
Payments to suppliers and employees (inclusive of GST)
(1,677,932)
(935,681)
(1,677,932)
(935,681)
Interest received
-
58,454
Interest paid
(4,231)
-
Mexico VAT/IVA from previous periods received
334,901
878,582
Net cash (used in)/provided by operating activities
24
(1,347,262 )
1,355
Cash flows from investing activities
Payments for exploration activities
(2,059,479)
(3,086,242)
Net cash (used in) investing activities
(2,059,479)
(3,086,242)
Cash flows from financing activities
Proceeds from issue of shares
14
3,370,488
1,500,000
Proceeds from convertible notes
1,000,000
-
Share issue transaction costs
(123,157)
(86,367)
Proceeds from borrowings
150,000
-
Repayment of borrowings
(61,372)
(41,696)
Net cash provided by financing activities
4,335,959
1,371,937
Net increase/(decrease) in cash and cash equivalents
929,218
(1,712,950)
(
Cash and cash equivalents at the beginning of the financial year
568,530
2,271,886
2
Foreign exchange movements
(1,356)
9,594
Cash and cash equivalents at the end of the financial year
8
1,496,392
568,530
2
Mithril Resources Limited
Notes to the financial statements
30 June 2024
28
Note 1. General information
The financial statements cover Mithril Resources Limited ('the Company') as a Group consisting of Mithril Resources Limited
and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars,
which is Mithril Resources Limited's functional and presentation currency.
Mithril Resources Limited is a listed public company limited by shares, incorporated and domiciled in Australia. The financial
statements were authorised for issue, in accordance with a resolution of Directors, on the date of signing the Directors’
Declaration.
Note 2. Material accounting policy information
The material accounting policies adopted in the preparation
of the financial statements are set out either in the respective
notes or below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and
Interpretations adopted
The Group has adopted all of the new or amended
Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are
mandatory for the current reporting period.
The adoption
of these Accounting
Standards and
Interpretations did not have any significant impact on the
financial performance or position of the Group.
Basis of preparation
These general purpose financial statements have been
prepared in
accordance with
Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') and the Corporations
Act 2001, as appropriate for for-profit oriented entities.
These financial statements also comply with International
Financial Reporting Standards as issued by the International
Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the
historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value
through profit or loss, financial assets at fair value through
other comprehensive income, investment properties, certain
classes of property, plant and equipment and derivative
financial instruments.
Critical accounting estimates
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 Group's accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to
the financial statements, are disclosed in note 3.
Going concern
The financial report has been prepared on the basis of a
going concern. The financial report shows the Group
incurred a net loss of $1,600,354 (2023: $2,098,081) and a
net cash outflow from operating and investing activities of
$3,406,741 (2023: $3,084,887) during the year ended 30
June 2024.
The Group continues to be economically dependent on the
generation of cashflow from the raising of additional capital
as and when required for the continued operations including
the exploration program and the provision of working capital.
Notwithstanding this, the Directors are satisfied that the
Group will have sufficient cash resources to meet its working
capital requirements in the future. The Directors have
reviewed the cashflow forecasts and believe that for a period
in excess of 12 months from the date of signature of the
financial report, the Group has the ability to meet its debts as
and when they fall due. The cashflow forecasts incorporate
the potential for capital raising from investors in the future.
The Group’s ability to continue as a going concern is
contingent upon generation of cashflow from successfully
raising additional capital. If sufficient additional funds are not
raised, the going concern basis may not be appropriate, with
the result that the Group may have to realise its assets and
extinguish its liabilities, other than in the ordinary course of
business and at amounts different from those stated in the
financial report. The Group continues to receive strong
interest and support from professional investors in its capital
raisings.
No allowance for such circumstances has been made in the
financial report.
New Accounting Standards and Interpretations not yet
mandatory or early adopted
Australian Accounting Standards and Interpretations that
have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for
the annual reporting period ended 30 June 2024. The Group
has not yet assessed the impact of these new or amended
Accounting Standards and Interpretations.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
29
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Capitalisation of exploration and evaluation expenditure
The Group's policy for exploration and evaluation is discussed in Note 11. The application of this policy requires management
to make certain assumptions as to future events and circumstances. Any such estimates and assumptions may change as
new information becomes available. If, after having capitalised exploration and evaluation expenditure, management
concludes that the capitalised expenditure is unlikely to be recovered by future sale or exploration, then the relevant
capitalised amount will be written off through the consolidated statement of profit or loss and other comprehensive income.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Monte Carlo or Black-
Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts
of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Note 4. Operating segments
Identification of reportable operating segments
The Board has considered the requirements of AASB 8 Operating Segments and has determined that the Group has two
operating segments: Mexican operations and Australian operations.
In determining these operating segments, the Board has considered the location of the Group's exploration activities which
represent its principal operations. The results of these operating segments are monitored by the Board and form the basis
for which strategic decisions are made.
The Copalquin Gold Silver Project in Durango, Mexico constitutes a separately identifiable operating segment to the Group's
Australian operations given the Board's intention to regularly review the financial information from its Mexican operations to
determine the future allocation of resources.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable
that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are
eliminated on consolidation.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 4. Operating segments (continued)
30
Operating segment information
Mexican
Australian
operations
operations
Total
Consolidated - 2024
$
$
$
Revenue
Other revenue
120,963
1,975
122,938
Total revenue
120,963
1,975
122,938
Operating expenses
(26,861)
(1,120,935)
(1,147,796)
Share-based payments
-
(115,000)
(115,000)
Employee benefits expense
-
(397,566)
(397,566)
Depreciation and amortisation
(62,930)
-
(62,930)
Loss before income tax expense
31,172
(1,631,526)
(1,600,354)
Income tax expense
-
Loss after income tax expense
(1,600,354)
Other comprehensive income
Items that may be reclassified subsequently to
profit or loss
Foreign currency translation
(1,529,944)
-
(1,529,944)
Other comprehensive income for the year, net
of tax
(1,529,944)
-
(1,529,944)
Total comprehensive income for the year
(3,130,298)
Assets
Cash and cash equivalents
61,638
1,434,754
1,496,392
Trade and other receivables
145,579
32,714
178,293
Other assets
31,909
405,512
437,421
Exploration and evaluation
30,681,410
130,144
30,811,554
Total assets
30,920,536
2,003,124
32,923,660
Liabilities
Trade and other payables
78,266
293,091
371,357
Borrowings
-
34,739
34,739
Employee benefits
26,516
14,133
40,649
Total liabilities
104,782
341,963
446,745
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 4. Operating segments (continued)
31
Mexican
Australian
operations
operations
Total
Consolidated - 2023
$
$
$
Revenue
Other revenue
144,900
-
144,900
Interest revenue
-
1,915
1,915
Total revenue
144,900
1,915
146,815
Operating expenses
(16,379)
(713,157)
(729,536)
Share-based payments
-
(52,500)
(52,500)
Employee benefits expense
-
(360,035)
(360,035)
Depreciation and amortisation
(53,389)
-
(53,389)
Impairment of assets
-
(1,049,436)
(1,049,436)
Loss before income tax expense
75,132
(2,173,213)
(2,098,081)
Income tax expense
-
Loss after income tax expense
(2,098,081)
Other comprehensive income
Items that may be reclassified subsequently to
profit or loss
Foreign currency translation
3,565,851
-
3,565,851
Other comprehensive income for the year, net
of tax
-
-
-
Total comprehensive income for the year
3,640,983
(2,173,213)
1,467,770
Assets
Cash and cash equivalents
420,713
147,817
568,530
Trade and other receivables
304,706
30,150
334,856
Other assets
15
21,758
21,773
Exploration and evaluation
29,985,967
108,854
30,094,821
Total assets
30,711,401
308,579
31,019,980
Liabilities
Trade and other payables
105,477
261,504
366,981
Employee benefits
26,369
-
26,369
Total liabilities
131,846
261,504
393,350
Note 5. Other income
Consolidated
2024
2023
$
$
Mexico tax adjustments
120,963
144,900
Other income
1,975
-
Other income
122,938
144,900
Mexico tax adjustments
Mexico tax adjustments income is recognised when there is reasonable assurance that the Company has the rights and the
tax adjustments will be received.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
32
Note 6. Employee benefits expense
Consolidated
2024
2023
$
$
Salaries and wages
384,569
352,050
Superannuation
12,997
7,985
397,566
360,035
Note 7. Income tax
Consolidated
2024
2023
$
$
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(1,600,354)
(2,098,081)
Tax at the statutory tax rate of 25% (2023: 25%)
(400,089)
(524,520)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Expenses not allowable for income tax purposes
13,311
45,453
Share based payments
28,750
13,125
(358,028)
(465,942)
Current year tax losses not recognised
358,028
465,942
Income tax expense
-
-
The Group has tax losses arising in Australia of $42,462,087 (2023: $40,832,235) that may be available and may be offset
against future taxable profits. In addition, these tax losses can only be utilised in the future if the continuity of ownership test
is passed, or failing that, the same business test is passed.
No deferred tax asset has been recognised because it is not likely future assessable income is derived of a nature and of an
amount sufficient to enable the benefit to be realised.
Accounting policy for income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
●
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 7. Income tax (continued)
33
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Mithril Resources Ltd and its wholly owned Australian resident entities are part of a tax consolidated group.
The head entity within the tax‑consolidated group is Mithril Resources Ltd. Mithril Resources Ltd and each of its wholly‑owned
controlled entities recognise the current and deferred tax assets and deferred tax liabilities applicable to the transactions
undertaken by it, after elimination of intra‑group transactions. Mithril Resources Ltd recognises the entire tax‑consolidated
group's retained tax losses.
Note 8. Cash and cash equivalents
Consolidated
2024
2023
$
$
Cash at bank
1,496,392
568,530
Note 9. Trade and other receivables
Consolidated
2024
2023
$
$
Other receivables
-
(1,333)
GST and overseas taxes receivable
178,293
336,189
178,293
334,856
Note 10. Other assets
Consolidated
2024
2023
$
$
Prepayments
436,192
21,773
Mithril Resources Limited
Notes to the financial statements
30 June 2024
34
Note 11. Exploration and evaluation
Consolidated
2024
2023
$
$
Tangible exploration assets
Exploration and evaluation - Copalquin Gold Silver Project (Mexico)
303,563
356,669
Intangible exploration assets
Exploration and evaluation - Australia
130,144
108,854
Exploration and evaluation - Copalquin Gold Silver Project (Mexico)
30,377,847
29,627,972
30,507,991
29,736,826
30,811,554
30,093,495
Movements
Copalquin
Australian
Projects
Gold Silver
Project
Total
Consolidated
$
$
$
Balance at 1 July 2022
1,117,407
24,059,437
25,176,844
Additions through expenditures capitalised
40,883
2,552,553
2,593,436
Foreign exchange translation
-
3,372,651
3,372,651
Impairment expense *
(1,049,436)
-
(1,049,436)
Balance at 30 June 2023
108,854
29,984,641
30,093,495
Additions through expenditures capitalised
21,290
2,225,259
2,246,549
Foreign exchange translation
-
(1,528,490)
(1,528,490)
Impairment expense
-
-
-
Balance at 30 June 2024
130,144
30,681,410
30,811,554
*
write-off of capitalised exploration expenditures for the tenements that were relinquished during the year, included in
impairment of exploration assets expense.
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development
and commercial exploitation, or alternatively, sale of the respective areas of interest.
Note 12. Trade and other payables
Consolidated
2024
2023
$
$
Trade payables
284,101
225,530
Other payables
87,256
130,927
371,357
356,457
Refer to note 16 for further information on financial instruments.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
35
Note 13. Employee benefits
Consolidated
2024
2023
$
$
Annual leave
40,649
26,369
40,649
26,369
Note 14. Issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
84,576,222
3,368,804,470
71,115,636
66,250,053
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
30 June 2022
2,930,233,041
64,808,617
Increase in Copalquin project, Mexico
18 August 2022
10,000,000
$0.005
50,000
Issue of shares – placement
9 December 2022
322,857,143
$0.0035
1,130,000
Issue of shares – placement
16 May 2023
105,714,286
$0.0035
370,000
Transaction costs (net of tax)
(108,564)
Balance
30 June 2023
3,368,804,470
66,250,053
Consolidation of shares (1:100)
30 April 2024
(3,335,115,648)
Issue of shares – various
16 May 2024
50,887,400
$0.10
5,088,740
Transaction costs (net of tax)
(223,157)
Balance
30 June 2024
84,576,222
71,115,636
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost
of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
Proceeds from share issues are used to maintain and expand the Company’s exploration activities and fund operating costs.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
36
Note 15. Reserves
Consolidated
2024
2023
$
$
Foreign exchange reserve
3,050,475
4,580,419
Share options reserve
291,996
176,996
Performance rights reserve
2,240,833
2,240,833
5,583,304
6,998,248
Foreign exchange reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars.
Share-based payments reserves
The share options reserve and the performance rights reserve are used to recognise the value of equity benefits provided to
employees and Directors as part of their remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Share options
reserve
Performance
rights reserve
Foreign
exchange
reserve
Total
Consolidated
$
$
$
$
Balance at 1 July 2022
124,496
2,240,833
1,067,068
3,432,397
Share options issued
52,500
-
-
52,500
Movement in foreign exchange reserve
-
-
3,513,351
3,513,351
Balance at 30 June 2023
176,996
2,240,833
4,580,419
6,998,248
Share options issued
115,000
-
-
115,000
Movement in foreign exchange reserve
-
-
(1,529,944)
(1,529,944)
Balance at 30 June 2024
291,996
2,240,833
3,050,475
5,583,304
Note 16. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall
risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to
which it is exposed. These methods include sensitivity analysis in the case of interest rate and ageing analysis for credit risk.
Risk management is carried out by the Board of Directors ('the Board'). These policies include identification and analysis of
the risk exposure of the Group and appropriate procedures, controls and risk limits. The Board identifies, evaluates and
hedges financial risks within the Group's operating units.
Market risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through
foreign exchange rate fluctuations.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 16. Financial instruments (continued)
37
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The Board has determined that the current level of
foreign currency risk resulting from its operations in Mexico is not significant to the Group.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group is not exposed to any significant interest rate risk.
The following table illustrates the sensitivity of the net result for the year and equity to a reasonably possible change in
interest rates with effect from the beginning of the year. These changes are considered to be reasonably possible based on
observation of current market conditions but are not expected to have a significant impact on the Group's operating result.
Basis points increase
Basis points decrease
Consolidated - 2023
Basis points
change
Effect on
profit before
tax
Effect on
equity
Basis points
change
Effect on
profit before
tax
Effect on
equity
Cash and cash equivalents
50
2,843
2,843
50
(2,843)
(2,843)
Basis points increase
Basis points decrease
Consolidated - 2024
Basis points
change
Effect on
profit before
tax
Effect on
equity
Basis points
change
Effect on
profit before
tax
Effect on
equity
Cash and cash equivalents
50
7,482
7,482
50
(7,482)
(7,482)
Credit risk
Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause
the Group to incur a financial loss. The Group's maximum credit exposure is the carrying amounts on the statement of
financial position. The Group holds financial instruments with credit worthy third parties. The credit risk for liquid funds and
other short‑term financial assets is considered negligible, since the counterparties are reputable banks and institutions with
high quality external credit ratings. The Group has no past due or impaired debtors as at 30 June 2024.
Liquidity risk
Liquidity risk arises from the Company’s management of working capital and the finance charges and principal repayments
on its debt instruments. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall
due.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, whom have built an appropriate liquidity
risk management framework for the management of the Company’s short, medium and long‑term funding and liquidity
management requirements. The Company manages liquidity risk by maintaining adequate reserves.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
38
Note 17. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out
below:
Consolidated
2024
2023
$
$
Short-term employee benefits
292,865
271,636
Post-employment benefits
7,135
4,364
Share-based payments
115,000
52,500
415,000
328,500
Full details of the remuneration of each director of the Company and each of the other key management personnel are
disclosed in the Remuneration Report contained within the Directors' Report.
Other transactions with key management personnel
A related party of Mr Skeet has been employed in an administration and legal role related to Mexico requirements and
incurred salary costs of $84,416 (2023: $84,035) for the year ended 30 June 2024.
Note 18. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided:
Consolidated
2024
2023
$
$
Audit or review of the financial statements
38,200
49,344
Other assurance related services
14,000
-
Total fees
52,200
49,344
Note 19. Capital and leasing commitments
In order to maintain current rights of tenure to exploration tenements, the Company is required to meet minimum expenditure
requirements in respect of tenement lease rentals. There are also Mexican government mining concession rents and
purchase option payments to the concession owner each six month period.
These are not considered commitments as the Company can walk away from the projects and not continue payments at any
time.
Note 20. Related party transactions
Parent entity
Mithril Resources Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 22.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 20. Related party transactions (continued)
39
Transactions between Mithril Resources Ltd and its wholly owned entities during the year consisted of loans advanced by
Mithril Resources Ltd to fund exploration and investment activities.
Key management personnel
Disclosures relating to key management personnel are set out in note 17 and the remuneration report included in the
Directors' report.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year other than those disclosed in
note 17.
Payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2024
2023
$
$
Current payables:
Director's fees payable
16,500
16,500
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date other than those disclosed in note
17.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 21. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(1,623,057)
(1,120,161)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive loss
(1,623,057)
(1,120,161)
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 21. Parent entity information
(continued)
40
Statement of financial position
Parent
2024
2023
$
$
Total current assets
1,869,529
198,271
Total non-current assets
28,786,398
27,019,700
Total assets
30,655,927
27,217,971
Total current liabilities
341,964
261,504
Total liabilities
341,964
261,504
Net assets
30,313,963
26,956,467
Equity
Issued capital
71,115,636
66,250,053
Share options reserve
291,966
176,996
Performance rights reserve
2,240,833
2,240,833
Accumulated losses
(43,334,472) (41,711,415)
Total equity
30,313,963
26,956,467
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2024 and 30 June 2023.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the
following:
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
●
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
●
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 21. Parent entity information
(continued)
41
Note 22. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Minex (Aust) Pty Ltd
Australia
100%
100%
Minex (West) Pty Ltd
Australia
100%
100%
Mithril Resources Investments Pty Ltd
Australia
100%
100%
Sun Minerals Pty Ltd
Australia
100%
100%
Drummond Gold S.A. de C.V.
Mexico
100%
100%
Carlton Gold S.A. de C.V.
Mexico
100%
100%
*
The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries.
Note 23. Events after the reporting period
On 26 June 2024, the Company announced firm commitments had been received for a capital raising comprising of
18,500,000 new fully paid ordinary Shares at an issue price of $0.20 per Share raising $3,700,000 before costs of the share
placement (“Placement”). Participants will receive one free attaching Option for every one Share subscribed for under the
Placement. The Options will be unlisted, have an exercise price of $0.30 and an exercise period of 2 years from the date of
issue. On 4 July 2024, the Company issued 15,500,000 Shares as part of the Placement upon receiving funds of $3,100,000.
On 12 July 2024, the Company issued 2,500,000 Shares as part of the Placement upon receiving funds of $500,000.
At a general meeting of shareholders held on 2 September 2024, the following resolutions were passed:
-
Approval to issue 18,000,000 Placement Options (described above) exercisable at $0.30 each and expiring 2 years
from the date of issue;
-
Approval to issue 500,000 Placement Shares (described above) to John Skeet at a price of 20 cents each;
-
Approval to issue 500,000 Placement Options (described above) to John Skeet exercisable at $0.30 each and
expiring 2 years from the date of issue; and
-
Approval to change the Company’s name to Mithril Silver and Gold Limited.
No other matters or circumstances have arisen since 30 June 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Mithril Resources Limited
Notes to the financial statements
30 June 2021
42
Note 24. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2024
2023
$
$
Loss after income tax expense for the year
(1,600,354 )
(2,098,081)
Adjustments for:
Depreciation and amortisation
62,930
53,389
Impairment of non-current assets
-
1,049,436
Interest expense
48,252
-
Share-based payments
115,000
52,500
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
156,563
734,397
(Increase)/decrease in prepayments
(158,831)
(1,671)
Increase/(decrease) in trade and other payables
14,898
205,399
Increase/(decrease) in employee benefits
14,280
5,986
Net cash provided by/(used in) operating activities
(1,347,262 )
1,355
Note 25. Earnings per share
Consolidated
2024
2023
$
$
Loss after income tax
(1,600,354)
(2,098,081)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
40,083,729
31,326,871
Weighted average number of ordinary shares used in calculating diluted earnings per share
40,083,729
31,326,871
Cents
Cents
Basic earnings per share
(3.99)
(6.70)
Diluted earnings per share
(3.99)
(6.70)
Accounting policy for earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the loss attributable to the owners of Mithril Resources Limited, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Mithril Resources Limited
Notes to the financial statements
30 June 2022
Note 26. Earnings per share (continued)
43
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 shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Note 26. Contingent liabilities
Contingent liabilities
The Group had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Note 27. Share-based payments
The Group established the Mithril Resources Ltd Employee Share Option Plan and a summary of the Rules of the Plan are
set out below:
●
All employees (full and part time) will be eligible to participate in the Plan after a qualifying period of 12 months
employment, although the Board may waive this requirement.
●
Options are granted under the Plan at the discretion of the Board and if permitted by the Board, may be issued to an
employee's nominee.
●
Each option is to subscribe for one fully paid ordinary share in the Company and will expire 5 years from its date of
issue. An option is exercisable at any time from its date of issue. Options will be issued free. The exercise price of
options will be determined by the Board, subject to a minimum price equal to the market value of the Company's shares
at the time the Board resolves to offer those options. The total number of shares, the subject of options issued under
the Plan, when aggregated with issues during the previous 5 years pursuant to the Plan and any other employee share
plan, must not exceed 5% of the Company's issued share capital.
●
If, prior to the expiry date of options, a person ceases to be an employee of the Company for any reason other than
retirement at age 60 or more (or such earlier age as the board permits), permanent disability, redundancy or death, the
options held by that person (or that person's nominee) automatically lapse on the first to occur of a) the expiry of the
period of 6 months from the date of such occurrence, and b) the expiry date. If a person dies, the options held by that
person will be exercisable by that person's legal personal representative.
●
Options can’t be transferred other than to the legal personal representative of a deceased option holder.
●
The Company will not apply for official quotation of any options issued under the plan.
●
Shares issued as a result of the exercise of options will rank equally with the Company's previously issued shares.
●
Option holders may only participate in new issues of securities by first exercising their options.
The Board may amend the Plan Rules subject to the requirements of the Listing Rules.
Set out below are summaries of options granted under the plan:
2024
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Consolidation
other
the year
16/11/2022
16/11/2025
$1.50 *
25,000,000
- (24,750,000)
-
250,000
22/04/2024
21/04/2027
$0.20
-
2,300,000
-
-
2,300,000
25,000,000
2,300,000 (24,750,000)
-
2,550,000
Mithril Resources Limited
Notes to the financial statements
30 June 2021
Note 27. Share-based payments (continued)
44
* Exercise price post consolidation.
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.50 years (2023:
2.38 years).
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 27. Share-based payments (continued)
45
Performance rights granted to directors and key management personnel
At the Annual General Meeting held on 24 November 2020 the shareholders of the Company granted approval for the issue
of 33,333,333 (pre-consolidation) performance rights to Mr Garry Thomas. Details of the performance rights issued can be
found in the Notice of General Meeting announcement dated 19 October 2020.
The conversion of the issued performance rights to fully paid ordinary shares of the Company is subject to the satisfaction
of either of the following applicable milestones:
●
Determination by a geological consultant of an Inferred JORC Resource of 5.443Mt at a combined AuEq grade of not
less than 4g/t for 700koz Au (or AuEq) on the Copalquin Project; or
●
Mithril achieving a market capitalisation equal to or greater than A$150,000,000 for a period of 20 consecutive trading
days on which the securities of the Company traded.
Options granted to directors and key management personnel
At the Annual General Meeting held on 22 April 2024 the shareholders of the Company granted approval for the issue of
230,000,000 Options (pre-consolidation) to the Directors. Details of the Options issued are set out below and can be found
in the Notice of General Meeting announcement dated 20 March 2024.
Fair value of Options granted:
The fair value of performance rights granted was independently determined using a Black-scholes pricing model.
For the performance rights granted, the valuation model inputs used to determine the fair value at the grant date, are as
follows:
Share price
Exercise
Expected
Dividend
Risk-free
Fair value
Grant date
Expiry date
at grant date
price
volatility
yield
interest rate
at grant date
22/04/2024
21/04/2027
$0.001
$0.002
100.00%
-
3.88%
$0.0005
Share-based payments during the year are:
Consolidated
2024
2023
$
$
Options issued to Directors
115,000
52,500
Mithril Resources Limited
Notes to the financial statements
30 June 2024
Note 27. Share-based payments (continued)
46
Accounting policy for 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 Monte Carlo or Black-Scholes option pricing model that takes into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, 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 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.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Monte Carlo 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.
Mithril Resources Limited
Consolidated Entity Disclosure Statement
30 June 2024
47
Name of entity
Country of
incorporation
Tax
Residency
Equity holding
%
Equity holding
%
2024
2023
Mithril Resources Limited
Australia
Australia
n/a
n/a
Minex (Aust) Pty Ltd
Australia
Australia
100
100
Minex (West) Pty Ltd
Australia
Australia
100
100
Mithril Resources Investments Pty Ltd
Australia
Australia
100
100
Sun Minerals Pty Ltd
Australia
Australia
100
100
Drummond Gold S.A. de C.V.
Mexico
Mexico
100
100
Carlton Gold S.A. de C.V.
Mexico
Mexico
100
100
Mithril Resources Limited
Directors' declaration
30 June 2024
48
In the Directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the information disclosed in the attached consolidated entity disclosure statement is true and correct;
●
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2024 and of its performance for the financial year ended on that date; and
●
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
John Skeet
Managing Director
4 September 2024
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Level 35, 600 Bourke St
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Mithril Resources Limited
Shareholder information
30 June 2024
52
Details of Shares as at 28 August 2024:
Top Holders
The 20 largest holders of Fully Paid Ordinary Shares were:
Name
No. of Shares
%
CITICORP NOMINEES PTY LIMITED
20,823,737
20.30
EQUITY TRUSTEES LIMITED
3,779,689
3.68
MR SIMON CATT
3,761,300
3.67
S3 CONSORTIUM PTY LTD
3,750,000
3.66
MR MIGUEL ANGEL MATAS MARTINEZ
3,283,000
3.20
THOMAS FAMILY SUPERANNUATION FUND PTY LTD
2,621,041
2.56
GOSS CLOSET PTY LTD
2,500,000
2.44
TRIMIN PTY LTD
2,216,637
2.16
BNP PARIBAS NOMINEES PTY LTD
1,874,430
1.83
GARRY THOMAS + NANCY-LEE THOMAS
1,810,813
1.77
BODIE INVESTMENTS PTY LTD
1,325,000
1.29
MR SIMON CATT
1,238,700
1.21
PAC PARTNERS SECURITIES PTY LTD
1,042,000
1.02
MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED
1,005,852
0.98
ARLINGTON GROUP ASSET MGT LTD
1,000,000
0.97
MR ANDREW BOWERING
1,000,000
0.97
MR ANDREW CHARLES FERGUSON
1,000,000
0.97
MR CRAIG ANDREW SHARPE + MRS MICHELLE ROSE SHARPE
950,000
0.93
LIGHT FAMILY NOMINEES PTY LTD
880,000
0.86
THOMAS FAMILY SUPERANNUATION FUND PTY LTD
877,143
0.86
56,739,342
55.31
Distribution Schedules
A distribution of each class of equity security as at 28 August 2024:
Fully Paid Ordinary Shares
Range
Total holders
No. of shares
% Units
500,001 Over
32
64,433,336
62.82
250,001 to 500,000
21
7,850,677
7.65
10,001 to 250,000
574
24,866,125
24.24
5,001 to 10,000
313
2,477,851
2.42
1,001 to 5,000
920
2,384,401
2.32
1 to 1,000
1,937
563,832
0.55
3,797
102,567,222
100.00
Mithril Resources Limited
Shareholder information
30 June 2024
53
Details of Options as at 28 August 2024:
Top Holders
The 20 largest holders of Listed Options (Exercise price of 20 cents each expiring 14 May 2027) were:
Name
No. of Shares
%
CITICORP NOMINEES PTY LIMITED
4,938,000
17.85
S3 CONSORTIUM PTY LTD
1,875,000
6.78
ARLINGTON GROUP ASSET MGT LTD
1,500,000
5.42
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1,500,000
5.42
MR SIMON CATT
1,380,650
4.99
GOSS CLOSET PTY LTD
1,250,000
4.52
MR MIGUEL ANGEL MATAS MARTINEZ
1,250,000
4.52
EQUITY TRUSTEES LIMITED
1,192,200
4.31
TSCG CAPITAL INC
880,000
3.18
PAC PARTNERS SECURITIES PTY LTD
861,000
3.11
MR CRAIG RUSSELL STRANGER
500,500
1.81
CASABLANCA HOLDINGS PTY LTD
500,000
1.81
MR SIMON CATT
500,000
1.81
MR ANDREW CHARLES FERGUSON
500,000
1.81
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
500,000
1.81
MR CRAIG ANDREW SHARPE + MRS MICHELLE ROSE SHARPE
475,000
1.72
MR SIMON JOHN SPINKS
412,700
1.49
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
400,000
1.45
DECK CHAIR HOLDINGS PTY LTD
375,000
1.36
KEA HOLDINGS PTY LTD
375,000
0.86
21,165,050
76.53
Distribution Schedules
A distribution of each class of equity security as at 28 August 2024:
Listed Options
Range
Total holders
No. of options
% Units
500,001 Over
11
17,127,350
61.93
250,001-500,000
16
5,979,288
21.62
10,001 to 250,000
45
4,549,562
16.45
72
27,646,200
100.00
Unquoted Performance Rights
Range
Total holders
No. of Unquoted Options
% Units
100,001 and Over
1
333,334
100.00
1
333,334
100.00
As at 28 August 2024, unlisted options to acquire ordinary shares in the Company were on issue as follows:
Exercise
Number
Expiry date
price
under option
MTHAAE
16/11/2025
$1.50
250,000
MTHAAF
09/12/2025
$0.70
2,142,865
MTHAAH
14/5/2027
$0.10
10,000,000
MTHAAI
14/5/2027
$0.20
2,300,000
Mithril Resources Limited
Shareholder information
30 June 2024
54
Substantial shareholders
The names of substantial shareholders and the number of shares to which each substantial shareholder and their
associates have a relevant interest, as disclosed in substantial shareholding notices given to the Company, are set out
below:
Substantial Shareholder
No. of shares
%
Jupiter Investment Management Limited
10,000,000
9.75
Garry Thomas
5,558,997
5.42
Unmarketable Parcels
Holdings less than a marketable parcel of ordinary shares (being 2,677 at $0.13 per share as at 28 August 2024):
Fully Paid Ordinary Shares
Holders
No. of shares
% of issue shares
Holdings less than a marketable parcel
2,677
2,129,258
2.08
Voting Rights
The voting rights attaching to fully paid ordinary shares are:
On a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall
have one vote.
Options do not carry any voting rights.