1 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
ANNUAL REPORT
for the financial year ended to 30 June 2023
Page
Corporate Directory ................................................................................................................................................................................................................................................................................................ 1
Chairman’s Letter ..................................................................................................................................................................................................................................................................................................... 2
Directors’ Report....................................................................................................................................................................................................................................................................................................... 3
Independence Declaration to the Directors of Miramar Resources Limited ......................................................................................................................................................................... 23
Directors’ Declaration.......................................................................................................................................................................................................................................................................................... 24
Independent Auditor’s Report to the Members of Miramar Resources Limited ................................................................................................................................................................ 25
Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................................................................................................................................................... 29
Consolidated Statement of Financial Position ....................................................................................................................................................................................................................................... 30
Consolidated Statement of Changes in Equity ..................................................................................................................................................................................................................................... 31
Consolidated Statement of Cash Flows .................................................................................................................................................................................................................................................... 32
Notes to the Consolidated Financial Statements ................................................................................................................................................................................................................................. 33
CORPORATE DIRECTORY
Board of Directors
Executive Chairman
Technical Director
Non-Executive Director
Mr Allan Kelly
Ms Marion Bush
Mr Terry Gadenne
Principal Office
Unit 1, 22 Hardy Street,
South Perth, Western Australia 6151
Registered Office
Unit 1, 22 Hardy Street,
South Perth, Western Australia 6151
Postal Address
PO Box 810,
South Perth, Western Australia 6951
Contact Details
+61 8 6166 6302 (Telephone)
info@miramarresources.com.au (Email)
www.miramarresources.com.au (Website)
ABN 34 635 359 965
1 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
Company Secretary
Company Secretary
Mrs Mindy Ku
Auditors
RSM Australia Partner
Level 32, Exchange Tower
2 The Esplanade
Perth, Western Australia, 6000
Share Registry
Automic
Level 5/191 St George’s Terrace
Perth, Western Australia, 6000
1300 288 664 (Telephone)
www.automicgroup.com.au (Website)
Lawyers
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street, Perth, Western Australia, 6000
DIRECTORS’ REPORT
CHAIRMAN’S LETTER
Dear Shareholder,
On behalf of Miramar Resources Limited (“Miramar” or “the Company”), I am pleased to present the Annual Report for the year ended
30 June 2023.
The last 12 months saw the Company change its focus from gold exploration in the Eastern Goldfields region to advancing its earlier stage,
but potentially much more valuable projects in the Gascoyne region of Western Australia.
The first half of the year saw drilling programmes successfully completed at the Glandore and Randalls Projects, close to Kalgoorlie, and the
maiden drilling campaign at the Whaleshark Project, near Onslow, which outlined large geochemical anomalies that indicated the potential
for Iron Oxide Copper Gold (IOCG) mineralisation within the Project.
In the second half of the year, a reconnaissance aircore programme was completed at Lang Well, in the Murchison region and soil sampling
was completed at Dooley Downs, one of the Company’s numerous Bangemall Project tenements.
In early 2023, the Company was successful in applying for funding under the WA government’s Exploration Incentive Scheme (EIS) for the
maiden diamond drilling programme at Whaleshark.
That programme commenced after the end of the Reporting Period and the Company recently reported to the ASX that it had
intersected copper mineralisation in the form of chalcopyrite in two of the first three holes. More drilling is planned for this very
exciting project, which the Company believes has the potential to host a large IOCG deposit.
Miramar strengthened its financial position during the year completing capital raisings which allowed the Company to
continue systematically testing and advancing our numerous projects towards natural decision points.
I would like to take this opportunity to thank to my fellow Board members, the Company’s small but dedicated team
of employees, contractors and consultants, and the many new and existing shareholders who have expressed their
confidence and belief in our projects and people.
I believe the Company has great opportunities to make significant and highly valuable discoveries across our
tenement portfolio and look forward to sharing the results of our success with you over the next 12 months.
Yours sincerely,
Allan Kelly
Executive Chairman
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 2
DIRECTORS’ REPORT
OPERATIONAL REVIEW
During the reporting period, Miramar continued to systematically explore its portfolio of projects within the Eastern Goldfields, Murchison and Gascoyne
regions of Western Australia.
During the year, the Company’s focus shifted from gold exploration in the Eastern Goldfields to projects in the Gascoyne region of Western Australia which
are prospective for IOCG and Ni-Cu-PGE mineralisation.
GASCOYNE REGION PROJECTS
Miramar has two projects within the Gascoyne region of WA:
Whaleshark – folded BIF/granite complex under Carnarvon Basin sediments
Bangemall – multiple tenements over areas prospective for Ni-Cu-PGE mineralisation
WHALESHARK
The Whaleshark Project is located approximately 40km east of Onslow, WA, and consists of a single granted Exploration Licence, E08/3166.
The Project is located within the north-western extension of the Proterozoic Capricorn Orogen and is characterised by a folded Banded Iron Formation (BIF)
intruded by a later granite and under approximately 100m of Carnarvon Basin sediments (Figure 1).
Previous exploration included limited diamond drilling which intersected anomalous gold within the folded BIF. The Project is prospective for Proterozoic BIF-
hosted Au and Iron Oxide Cu-Au mineralisation.
Figure 1. Whaleshark Project showing regional geology and infrastructure.
3 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
WHALESHARK (cont’d)
During the Reporting Period, the Company completed a programme of “interface” aircore drilling designed to sample the unconformity between the
Proterozoic basement rocks and the overlying Cretaceous sediments and with the aim of outlining geochemical anomalism that could indicate the presence
of IOCG mineralisation.
The programme consisted of 60 holes drilled on a 250m x 250m grid over the main MMI surface geochemical anomaly which overlies a NW-trending
structure in the “neck” of the Whaleshark granite pluton (Figure 2).
The drilling returned strongly anomalous copper, cobalt, gold and silver which increased the likelihood of IOCG mineralisation at Whaleshark, whilst the REE
signatures compared favourably with published data from the large Prominent Hill and Carrapateena IOCG deposits in South Australia.
Following remodelling of the gravity data collected in 2022 and a successful application for funding through the WA government’s Exploration Incentive
Scheme (EIS), the Company commenced an initial three-hole diamond drilling programme after the end of the Reporting Period.
The Company recently reported to the ASX that it had intersected copper mineralisation, in the form of chalcopyrite, in two of the three holes, further
increasing the potential for Whaleshark Project to host significant IOCG mineralisation.
Further drilling is planned.
Figure 2. Whaleshark Project magnetic image showing MMI anomalies and drilling to date.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 4
DIRECTORS’ REPORT
BANGEMALL (NI-CU-PGE)
The Bangemall Projects cover a series of major crustal-scale structures in the Capricorn Orogen between the Yilgarn and Pilbara cratons (Figure 3).
The area has previously been highlighted by both the GSWA and Geoscience Australia as having high prospectivity for Proterozoic craton margin Ni-Cu-
PGE mineralisation like that seen in the Albany-Fraser Province (e.g. Nova-Bollinger), the West Musgraves (e.g. Nebo-Babel) and the giant Voisey Bay and
Norilsk deposits.
The project consists of several Exploration Licences and applications that cover areas with:
proximity to major crustal-scale faults - confirmed by seismic traverses
Proterozoic-aged dolerite dykes/sills with the same age as the West Musgraves
regional-scale stream sediment Ni-Cu-Pt-Pd anomalism from GSWA sampling
regional-scale airborne EM conductors
The area has seen substantial exploration for Cu-Pb-Zn but minimal exploration for Ni-Cu-PGE’s.
Figure 3. Bangemall Projects showing regional geology and major mineral occurrences.
5 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
Figure 4. Mt Vernon Project showing EM anomalies in relation to dolerite dykes.
Figure 5. Dooley Downs target showing results of detailed magnetic survey.
BANGEMALL (NI-CU-PGE) (cont’d)
Mount Vernon
The Company completed an airborne EM survey over the Mt
Vernon target in early 2022. The survey was conducted at
significantly tighter line spacing of 400m relative to the
previously conducted 5km spaced government TEMPEST EM
survey lines.
The resulting survey data identified multiple large late-time
EM anomalies that may indicate the presence of bedrock Ni-
Cu-PGE mineralisation associated with dolerite sills (Figure 4).
The anomalies range in strike length from 500m to over
1.2km.
Future work on the Mt Vernon target will include field
checking of the anomalies, along with surface geochemical
sampling and prospecting, with a view to conducting ground
EM surveys to define potential drill targets.
Dooley Downs
In late 2022, the Company commissioned a detailed airborne
magnetic and radiometric survey across the “Dooley Downs
Exploration Licence”, E09/2484, which highlighted a number
of magnetic and/or radiometric features resembling igneous
intrusions within the Edmund Basin.
Several ovoid magnetic features, ranging in size from 600m x
600m to 6km x 2km, were identified in the central and
southeastern part of the Project.
The largest of the magnetic anomalies had previously been
mapped as an anticline within sediments of the Edmund
Basin, however the new magnetic data, along with a large
radiometric anomaly, suggested the presence of a buried
intrusion.
Several smaller radiometric anomalies were seen in the
southeast of the Project and are located within and/or on the
margin of the intrusions interpreted from the magnetic data.
A high priority target, “Eden Bore”, was identified where the
strongest of the smaller radiometric anomalies is located over
a circular magnetic low approximately 800m across.
The Company completed a follow-up soil sampling programme over this target where a coincident magnetic low and Uranium and Thorium anomaly was
highlighted at the contact between the Edmund and Collier Basins.
The results of the survey confirmed a subtle Thorium anomaly (Figure 5), but no REE anomalism was seen. No further work is planned for this target at this
stage.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 6
DIRECTORS’ REPORT
EASTERN GOLDFIELDS PROJECTS
Miramar has three projects in the Eastern Goldfields with the potential for new gold discoveries within proximity to existing mining and/or processing
operations (Figure 6).
Figure 6. Eastern Goldfields Projects showing proximity to existing gold operations.
GIDJI JV PROJECT (Miramar 80%)
The Gidji JV Project is located approximately 15km north of Kalgoorlie
and is located within a major regional structure, the “Boorara Shear
Zone”, which hosts gold mineralisation at Paddington, approximately
10km to the northwest, and Horizon Minerals’ “Boorara” gold operation
to the southeast.
The project has been poorly explored prior to 2020 despite its location
in proximity to major gold deposits.
Soon after listing on the ASX in October 2020, Miramar conducted an
initial aircore drilling campaign at Gidji which returned results up to 2m
@ 7.69g/t Au in quartz vein material from the newly recognised
“Marylebone” target.
Throughout the reporting period, Miramar continued to systematically
explore the Gidji JV Project with aircore drilling programmes at the
Marylebone, Blackfriars, Highway and Boorara North targets.
7 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
Significant results from these aircore programmes are shown :
Marylebone
GJAC478 – 1m @ 5.18g/t Au
GJAC480 – 2m @ 2.03g/t Au
GJAC490 – 1m @ 9.55g/t Au
GJAC559 – 2m @ 4.61g/t Au, including 1m @ 7.76g/t Au
GJAC562 – 5m @ 2.51g/t Au and 12.3g/t Ag
GJAC645 – 2m @ 4.72g/t Au
GJAC646 – 5m @ 2.52g/t Au, including 1m @ 12.6g/t Au
GJAC647 – 1m @ 2.55g/t Au
GJAC649 – 7m @ 3.23g/t Au, including 3m @ 7.12g/t Au
Blackfriars
GJAC674 - 3m @ 1.07g/t Au
Highway
GJAC717 - 5m @ 0.87g/t Au
GJAC718 – 1m @ 2.9g/t Au
GJAC721 - 4m @ 2.95g/t Au, including 3m @ 3.78g/t Au
GJAC725 – 8m @ 0.77g/t Au from 48m, 4m @ 1.13g/t Au
GJAC727 – 1m @ 2.53g/t Au from 51m
No significant results were obtained from the first pass
Boorara North drilling.
DIRECTORS’ REPORT
GIDJI JV PROJECT (Miramar 80%) (cont’d)
Marylebone Exploration Target
During the year, the Company announced an initial gold JORC-compliant “Exploration Target” at Gidji.
An initial shallow gold Exploration Target of 1.3 to 3.1 million tonnes, at a grade of 1.2 – 1.5g/t Au, has been estimated for the Marylebone target (Table 1,
Figure 7).
The Exploration Target was estimated from aircore, RC and diamond drilling conducted by the Company since commencing exploration at Gidji in late 2020
and is currently restricted to the shallow supergene and/or alluvial gold mineralisation encountered within the Marylebone target.
According to the parameters of the Exploration Target, the Marylebone target could conceivably contain 55,000 – 155,000 ounces of gold and therefore
appears similar to the historic Panglo gold deposit, further north, which reportedly had a maiden supergene gold resource of approximately 117,000 ounces
in 1987.
Other large aircore footprints similar in size to Marylebone, including the Blackfriars and Highway targets, have not been included in the Exploration Target
at this stage, due to a relative lack of drilling data when compared with Marylebone.
Table 1. Marylebone Exploration Target (100% Basis)
Tonnage (Mt)
Grade (g/t)
Project
Marylebone
Lower
1.4
Upper
3.2
Lower
1.2
Cautionary Statement:
Upper
1.5
The Exploration Target has been prepared and reported in
accordance with the 2012 edition of the JORC Code. The
potential quantity and grade are conceptual in nature and
there has been insufficient exploration to estimate a Mineral
Resource. It is uncertain if further exploration will result in the
estimation of a JORC-compliant Mineral Resource.
Information about the calculation and estimate of the
“Exploration Target”, and including JORC Table 1 and 2
information, is included in the ASX Release dated 2 February
2023
Figure 7.
Gidji Project showing key gold prospects,
including the Marylebone “Exploration Target”.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 8
DIRECTORS’ REPORT
GLANDORE
The 100%-owned Glandore Project is located within the Eastern Goldfields, approximately 40km east of Kalgoorlie, Western Australia and covers approximately
42 square km. The project consists of 10 Prospecting Licences and one Exploration Licence, all of which are granted.
The highest priority western part of the project is underlain by a layered mafic sill intruding into basalt and sedimentary rocks. The sill comprises varieties of
dolerite and gabbro analogous to the Golden Mile Dolerite.
The Company completed first pass land and lake aircore drilling in September 2021 which outlined coherent shallow supergene gold anomalism over almost
five kilometres of strike across multiple targets and extended the Glandore East footprint to the south by at least one kilometre.
Multiple holes in the program returned and/or
ended in results >0.25g/t Au.
During the Reporting Period, the Company
completed a diamond drilling program at the
high-grade Glandore East target following up on
significant historical drill intersections and testing
potential extensions of high-grade gold
mineralization along strike.
Significant results from the programme included:
GDDD001 - 0.7m @ 13.85g/t Au from 65.98m
GDDD002 – 0.8m @ 5.91g/t Au from 152.4m
GDDD004 – 0.8m @ 12.6g/t Au from 87.6m
GDDD007 - 0.4m @ 18.0g/t Au from 64m
With the results of historical drilling, the new drilling
confirmed
the presence of bedrock gold
mineralisation related to multiple NE-trending
structures crosscutting
the granodiorite/mafic
contact over a strike length of approximately 600m
and to a vertical depth of approximately 180m
(Figure 8).
RANDALLS
The Randalls Project is located immediately east of
Silver Lake Resources Limited’s Mt Belches gold
operations, approximately 70km east of Kalgoorlie.
A first pass aircore drilling program, designed to
test the obvious fold-hinge targets, was completed
in the second half of 2022.
The results were disappointing and no further work
is planned for the project at this stage.
9 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
Figure 8. Glandore East target showing diamond drilling and significant results.
DIRECTORS’ REPORT
MURCHISON REGION PROJECTS
LANG WELL
The Lang Well Project consists of a granted Exploration Licence, and an application,
covering a large, remnant greenstone belt located between the Deflector, Golden
Grove and Rothsay gold operations.
Historical rock chip sampling returned results from 0.10g/t up to 16g/t Au whilst auger
drilling in 2010 identified several large +5km long gold +/-pathfinder anomalies which
have not been drill tested.
A review of historic and government open file data highlighted multiple pegmatite
occurrences indicating the potential for Rare Earth Element (REE) and/or Lithium
mineralisation.
The Company completed a reconnaissance aircore drilling program which tested
historical auger anomalies and returned low-level REE anomalism in several holes.
No further work is planned for this Project.
LAKESIDE
No work was completed as the Company waits for this tenement to be granted.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 10
DIRECTORS’ REPORT
CORPORATE REVIEW
for the financial year ended 30 June 2023
Qtr
1
Completion of
Options Rights Issue and
Placement of Shortfall
– issued 46,046,076
listed options
Qtr
2
Options Cancelled
– options cancelled upon
cessation of employment
JMEI Credit Granted
– Allocated $925,000 JMEI
credits for year ending
30 June 2023
Audited Annual Report
– lodged with ASX
Release of Escrow
– shares and options released
from escrow
Annual General Meeting
– all resolutions were passed
by a poll
Issue of
Performance Rights (PRs)
– issued 1,046,513 PRs
South West Connect
– attended and presented in
October 2022
RIU Resurgence
– attended and presented
at the conference
November 2022
Qtr
4
Qtr
3
Options Cancelled
– options cancelled upon
cessation of employment
RIU Explorers
– attended and presented
at the conference in
February 2023
Placement to investors
– issued 7,440,000 shares
General Meeting
– all resolutions were passed
by a poll
Completion of Placement to
Directors
– issued 2,260,000 shares
Completion of Placement to
investors and brokers
– issued 11,440,000 options
RIU Gold Coast
– attended and presented in
June 2023
Options Cancelled
–options cancelled upon
cessation of employment
Issue of Options
–options cancelled upon
cessation of employment
Tranche 1 Placement
to investors
– issued 12,057,261 shares
11 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
The Company announced a Rights Issue Offer and Tranche 2 Placement to investors and a Director which, after the end of the reporting Period, raised
a total of $1.7 million.
The Company had cash and investments on 30 June 2023 of $435,472, not including proceeds from the Rights Issue Offer and Tranche 2 Placement.
Capital structure
Description
Fully paid ordinary shares
Listed Options exercisable at $0.25 each on or before 18 July 2024
Unlisted options exercisable at $0.25 eachon or before 9 October 2023
Unlisted Options exercisable at $0.25 each on or before 6 March 2024
Unlisted Options exercisable at $0.07 on or before 15 June 2025
Unlisted options exercisable at $0.20 eachon or before 26 June 2025
Unlisted Options exercisable at $0.27 each on or before 3 November 2025
Unlisted Options exercisable at $0.08 on or before 16 August 2026
Performance Rights expiring 30 June 2025
ESG Reporting Framework
Numbers
148,869,544
59,746,076
6,000,000
200,000
250,000
3,000,000
1,500,000
25,000,000
1,046,513
Miramar Resources has adopted an Environmental, Social, and Governance (ESG) framework with 21 core metrics and disclosures created by the
World Economic Forum (WEF).
This new global environment is challenging the traditional expectations of corporations and redirecting investment capital. The Company is
charting a course to build resilience and enhance our social licence through a greater commitment to long-term, sustainable value creation that
embraces the wider demands of people, planet and shared prosperity.
Marketing
During the year, Miramar Resources attended and/or presented at a number of events including:
Southwest Connect, Busselton
RIU Explorers Conference, Fremantle
Gold Coast Investment Showcase, Surfers Paradise
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 12
DIRECTORS’ REPORT
BOARD OF DIRECTORS
The names and particulars of the Directors of the Company during the financial year and until the date of the report are:
Mr Allan Kelly, Executive Chairman (Appointed 6 August 2019)
Ms Marion Bush, Technical Director (Appointed 3 March 2020)
Mr Kelly is a geologist and manager with over
25 years’ experience in mineral exploration,
development and production throughout
Australia and the Americas.
Mr Kelly graduated in 1994 with a Bachelor of
Science (with honours) in Applied Geology
from Curtin University. He has been involved
in targeting early stage exploration of gold,
nickel and copper deposits in Australia,
Alaska and Canada and has previously held
senior exploration positions within Western
Mining Corporation and Avoca Resources
Limited. He has also served as an Executive Director of Riversgold Ltd and a
non-executive director of Alloy Resources Ltd.
In 2009, Mr Kelly founded Doray Minerals Limited, which listed on the ASX
in early 2010. Under Mr Kelly’s management, Doray discovered the high-
grade Wilber Lode gold deposit within the Andy Well Project in the
Murchison Region of Western Australia, which moved from discovery to
production within three and a half years, and subsequently funded,
constructed and commissioned the Deflector Gold-Copper Project within
14 months of completing the takeover of Mutiny Gold Limited in 2014.
In 2014, Mr Kelly was awarded the Association of Mining and Exploration
Companies (AMEC) ‘Prospector Award’, along with Doray’s co-founder Mr
Heath Hellewell, for the discovery of the Wilber Lode and Andy Well gold
deposits.
Mr Kelly is a Fellow and Former Councillor of the Association of Applied
Geochemistry (AAG), a Member of the Australian Institute of Geoscientists
(AIG) and a Member of the of the Institute of Brewing and Distilling (IBD).
Mr Kelly is responsible for the day-to-day management of the Company
and is the Chairman of the Board.
During the past 3 years Mr Kelly did not serve as a director on other listed
companies.
COMPANY SECRETARY
Mrs Mindy Ku (Appointed 26 June 2020)
Ms Bush is a geologist with over 25 years’
in
experience
senior management,
directorship,
commercial management,
analyst and marketing roles within the UK,
Australia, Africa, and South America. She was
the former CEO of TSX-V listed Cassidy Gold
Corp and a former Mining Analyst.
She holds a Bachelor of Science (Geology)
from Curtin University, a Master of Science
(Mineral Project Appraisal)
the
University of London (Imperial College), and
is a Member of the Australian Institute of
Geoscientists (AIG).
from
During the past 3 years Ms Bush did not serve as a director on other listed
companies.
Mr Terry Gadenne, Non-Executive Director (Appointed 3 March 2020)
Mr Gadenne has over 30 years’ experience in
the military and civilian aviation, agriculture
and mining management roles. He was the
Chief Pilot of Mackay Helicopters Pty Ltd and
Managing Director of Mining Logic Pty Ltd
located in Queensland. He has also held
various board positions in not-for-profit
organisations.
He holds a Bachelor of Aviation Studies
the University of
(Management)
from
the
Western Sydney, has completed
Company Directors Course with AICD and
was a former army and navy pilot.
During the past 3 years Mr Gadenne did not serve as a director on other
listed companies.
Mrs Ku has over 20 years’ international experience in financial analysis, financial reporting, management accounting, compliance
reporting, board reporting, company secretarial services and office management across multiple jurisdictions (Australia, Malaysia,
UK, Sweden and Norway) including ASX listed public and private companies.
She holds a Bachelor of Science in Computing from the University of Greenwich, United Kingdom, is a Member of Certified
Practising Accountant Australia and a Fellow Member of the Governance Institute of Australia.
DIRECTORS’ RELEVANT INTEREST IN SHARES AND OPTIONS
At the date of this report the following table sets out the current Directors’ relevant interests in shares, options and performance rights of Miramar Resources
Limited and the changes since 30 June 2023.
Director
Allan Kelly
Marion Bush
Terry Gadenne
Ordinary Shares
Current
Holding
Net Increase/
(decrease)
13,928,344
4,926,933
595,000
480,000
–
150,973
Options
over Ordinary Shares
Performance Rights
over Ordinary Shares
Current
Holding
7,147,765
1,877,500
1,700,000
Net Increase/
(decrease)
–
–
–
Current
Holding
581,396
465,117
–
Net Increase/
(decrease)
–
–
–
13 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
The remuneration report is set out under the following main headings:
A.
B.
C.
D.
E.
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share–based compensation
Additional information
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.
A.
Principles used to determine the nature and amount of remuneration
The whole Board forms the Remuneration Committee. The remuneration policy has been designed to align director and executive objectives with shareholder
and business objectives by providing a fixed remuneration component with the flexibility to offer specific long-term incentives based on key performance
areas affecting the Group’s financial results. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the
best directors and executives to manage the Group.
The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the Board. All
executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The Board reviews executive
packages annually and determines policy recommendations by reference to executive performance and comparable information from industry sectors
and other listed companies in similar industries.
The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain the highest
calibre of executives and reward them for performance that results in long term growth in shareholder wealth.
The Executive Director and executives receive a superannuation guarantee contribution required by the government where applicable, which is
currently 11% (30 June 2022: 10.5%) of base salary and do not receive any other retirement benefits.
All remuneration paid to directors and executives is valued at the cost to the Group and expensed. Options are valued using an appropriate valuation
methodology where relevant.
The Board policy is to remunerate non–executive directors at market rates for comparable companies for time, commitment and responsibilities. The
Board determines payments to the non–executive directors and reviews the remuneration annually, based on market practice, duties and
accountability. Independent external advice is sought when required. An independent external advice was sought during the year which shows that
the non-executive director was paid under the average fee. The non-executive director’s fee increased from 1 July 2022 to $30,000. The maximum
aggregate amount of fees that can be paid to Non–Executive Directors is subject to approval by shareholders at the Annual General Meeting. The
approved maximum aggregate amount that may be paid to Non-Executive Directors as remuneration for each financial year is set at $500,000 which
may be divided among the Non-Executive Directors in the manner determined by the Board and Company from time to time. Fees for Non–Executive
Directors are not linked to the performance of the Company.
The 2022 remuneration report was approved at the last Annual General Meeting held on 3 November 2022.
Use of remuneration consultants
During the financial year ended 30 June 2022, the Board as a whole, engaged The Reward Practice, remuneration consultants, to review its existing directors’
remuneration benchmarked against its peers, and provide recommendations on how to improve both the STI and LTI programs. This has resulted in an
increase to the Directors’ salaries and fees by 5% which corresponded with the Annual Wage Review recommended by the Fair Work Commission and share-
based payments remuneration in the form of Performance Rights (STI) being implemented. The Reward Practice was paid $14,850 for these services.
The Board has not engaged any remuneration consultant to review its existing directors’ remuneration package for the year ended 30 June 2023.
The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment objectives and directors and executive
performance. The Company facilitates this through the issue of options from time to time to the directors and executives to encourage the alignment of
personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. The Company currently has no
performance-based remuneration component built into director and executive remuneration packages.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 14
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (cont’d)
The Board does not consider earnings during the current and previous financial years when determining, and in relation to, the nature and amount of
directors’ remuneration. Refer below for a summary of the Group’s earnings and the Company’s market performance for the past 4 years.
Additional Information
The earnings of the Group for three years to 30 June 2023 as below:
2023
2022
2021
2020
Loss after income tax ($)
EBITDA ($)
EBIT ($)
Loss per share ($)
(1,390,106)
(1,375,236)
(1,019,910)
(1,262,148)
(1,237,623)
(965,409)
(1,390,106)
(1,374,371)
(1,018,272)
(1.90)
(2.37)
(2.39)
The factors that are considered to affect total shareholders return as below:
Total dividends declared (cents per share)
Share price ($)
–
0.035
–
0.086
–
0.180
Market capitalisation (Undiluted) ($)
3,235,365
6,078,630
9,910,818
(189,516)
(189,516)
(189,516)
(192.28)
–
–
–
B.
Details of remuneration
Details of remuneration of the Directors and key management personnel (as defined in AASB 124 Related Party Disclosures) of Miramar are set out in the
table below.
The key management personnel of Miramar and the Group are listed on page 13.
Given the size and nature of operations of Miramar, there are no other employees who are required to have their remuneration disclosed in accordance with
the Corporations Act 2001.
Short Term
Post-employment
Equity
Salary
& fees
Other
benefits(i)
D&O(ii)
insurance
Superan-
nuation
Other
benefits Options(iii)
Long term
benefits
Other
benefits
$
$
$
$
$
$
$
$
Value
options as
proportion of
remuneration
%
Total
$
2023
Directors
A Kelly
M Bush
288,750
24,388
152,728
5,145
T Gadenne
27,149
–
7,400
7,400
7,400
29,046
16,036
2,851
468,627
29,533
22,200
47,933
Total
2022
Directors
A Kelly
M Bush
268,654
23,568
151,621
1,363
7,573
7,573
7,573
28,253
15,223
2,400
T Gadenne
24,000
–
Total
444,275
24,931
22,719
45,876
–
–
–
–
–
–
–
–
55,859
48,020
16,667
120,546
31,234
31,234
31,234
93,702
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
405,443
229,329
54,067
688,839
359,282
207,014
65,207
631,503
13.8%
20.9%
30.8%
17.5%
8.7%
15.1%
47.9%
14.8%
Short Term Other benefits include car allowance and annual leave accrued during the year.
(i)
(ii) For accounting purposes Directors & Officers Indemnity Insurance is required to be recorded as remuneration. No director receives any cash benefits, simply the benefit of the
insurance coverage for the financial year.
(iii) The amounts included are under Miramar’s Employee Share Option Plan (ESOP) and are non-cash items that are subject to vesting conditions. Refer to Section D for more
information.
15 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (cont’d)
C.
Service agreements
Executive Directors
A Kelly
Mr Allan Kelly was appointed a Director on 6 August 2019. He entered
into an Executive Services Agreement as Executive Chairman of the
Company on 21 August 2020, rendering a salary of $275,000 per
annum plus superannuation which commenced on 22 October 2020
upon the Company’s admission to the official list of the ASX. The
remuneration package includes statutory superannuation entitlements
and provision of leave in accordance to the National Employment
Standards. Mr Kelly’s salary was reviewed in accordance with the policy
of the Company for the annual review of salaries with a 5% increment
starting 1 July 2022. The Company may at any time during the term of
appointment pay Mr Kelly a performance-based bonus over and
above his salary. In determining the extent of any performance-based
bonus, the Company shall take into consideration the key performance
indicators of Mr Kelly and the Company, as the Company may set from
time to time, and any other matter that it deems appropriate.
M Bush
Ms Marion Bush was appointed a Director on 3 March 2020. She
entered into a Consultancy Services Agreement as a Technical Director
of the Company on 21 August 2020, rendering a fee of $120,000 per
annum (excluding GST) for a 3 day per week which commenced on
22 October 2020. Ms Bush’s fees was reviewed annually in accordance
with the policy of the Company for the annual review of salaries or fees
with a 5% increment starting 1 July 2022. Ms Bush entered into an
Executive Services Agreement on the same terms as a Consultancy
Services Agreement in July 2022. The Company may pay Ms Bush a
performance-based bonus over and above the consultancy fee in cash
or non-cash form at any time during the engagement term subject to
obtaining any applicable regulatory approvals. In determining the
extent of any performance-based bonus, the Company shall take into
consideration the key performance indicators Ms Bush and the
Company, as the Company may set from time to time, and any other
matter that it deems appropriate.
Remuneration and other terms of employment for the executive are formalised in an employment agreement. The executives are employed on a rolling basis
with no specified fixed terms.
Major provisions of the agreements relating to the executives are set out below.
Name
Engagement
By MIRAMAR
By Director
Executive Chairman
| Allan Kelly
Executive Chairman
Technical Director
| Marion Bush
Technical Director
6 months
3 months
6 months
3 months
Termination Notice Period
Termination
payments*
6 months
3 months
*
Termination payments (other than for gross misconduct) are calculated on current remuneration at date of termination and are inclusive of the notice period.
Non-Executive Director
Mr Terry Gadenne was appointed a Director on 3 March 2020. Mr Gadenne’s appointment as a Non-Executive Director commenced on 22 October 2020.
Mr Gadenne is entitled to a base fee of $26,400 per annum (excluding GST) including superannuation entitlements. Mr Gadenne’s fees was reviewed annually
in accordance with the policy of the Company for the annual review of fees to $30,000 (excluding GST) starting 1 July 2022.
Major provisions of the agreements relating to the Non-Executive Director are set out below.
Name
Non-Executive Director
Terry Gadenne
Termination Notice Period
By MIRAMAR
By Director
Termination
payments
Immediately
Immediately
N/A
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 16
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (cont’d)
D.
Share–based compensation
If approved by shareholders, options are issued to directors and executives as part of their remuneration. The options are not based on performance criteria,
but are issued to align the interests of directors, executives, and shareholders. No options were issued to directors during the year as compensation (2022:
1,500,000 options). As at 30 June 2023, 4,500,000 options (2022: 6,060,000) were held by directors.
Options
issued
during the
year
No of
options
No.
No.
Issue date
Fair
value per
options at
issue date
Vesting
date
Vested
during the
year
Expired
during the
year
Exercise
price Expiry date
No.
No.*
–
–
–
–
–
–
–
–
–
500,000
5 Nov 21
$0.096
4 Nov 22
$0.27
03 Nov 25
500,000
1,000,000
26 Jun 20
$0.026
26 Jun 20
$0.20
26 Jun 25
–
26 Jun 20
–
26 Jun 20
$0.20
22 Oct 22
–
–
500,000
5 Nov 21
$0.096
4 Nov 22
$0.27
03 Nov 25
500,000
1,000,000
26 Jun 20
$0.026
26 Jun 20
$0.20
26 Jun 25
–
26 Jun 20
–
26 Jun 20
$0.20
22 Oct 22
–
–
500,000
5 Nov 21
$0.096
4 Nov 22
$0.27
03 Nov 25
500,000
1,000,000
26 Jun 20
$0.026
26 Jun 20
$0.20
26 Jun 25
–
26 Jun 20
–
26 Jun 20
$0.20
22 Oct 22
–
–
–
–
1,000,000
–
–
360,000
–
–
200,000
Directors
A Kelly
M Bush
T Gadenne
Financial
year
2022
2020
2020
2022
2020
2020
2022
2020
2020
* 1,560,000 options over ordinary shares issued to directors expired during the year ended 30 June 2023. These options had nil value.
E.
Additional information
Performance income as a proportion of total compensation
No performance-based bonuses have been paid to directors or executives during the financial year.
Key management personnel (KMP) equity holdings
Fully paid ordinary shares of Miramar Resources Limited
Key management personnel 2023
Allan Kelly
Marion Bush
Terry Gadenne
Total
Options of Miramar Resources Limited
Balance at
1 July
No.
7,001,411
435,000
200,000
7,636,411
Granted as
remuneration
No.
Received on
exercise of options Net other change
No.
No.
–
–
–
–
–
–
–
–
2,000,000
160,000
129,027
Balance at
30 June
No.
9,001,411
595,000
329,027
2,289,027
9,925,438
Vested at 30 June
Key management personnel 2023
Allan Kelly
Marion Bush
Terry Gadenne
Total
Balance at
July
No.
Granted as
remuneration
No.
Options
expired
No.
Net other
change
No.*
Balance at
30 June
No.
Exercisable
No.
Not
exercisable
No.
2,500,000
1,860,000
1,700,000
6,060,000
–
–
–
–
(1,000,000)
5,647,765
7,147,765
7,147,765
(360,000)
(200,000)
377,500
1,877,500
1,877,500
200,000
1,700,000
1,700,000
(1,560,000)
6,225,265
10,725,265
10,725,265
–
–
–
–
The options include those held directly, indirectly and beneficially by KMP.
* These options were issued on right issue taken up by the Directors during the year, and is not part of the remuneration’s package.
17 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (cont’d)
E.
Additional information (cont’d)
Performance rights (PRs) of Miramar Resources Limited
Key management personnel 2023
Balance at
July
No.
Granted as
remuneration
No.
PRs
expired
No.
Net other
change
No.
Balance at
30 June
No.
Exercisable
No.
Not
exercisable
No.
Allan Kelly
Marion Bush
Terry Gadenne
Total
–
–
–
–
581,396
465,117
–
1,046,513
–
–
–
–
–
–
–
–
581,396
465,117
–
1,046,513
–
–
–
–
–
–
–
–
Value of PRs over ordinary shares granted to directors as part of compensation during the year ended 30 June 2023 are set out below:
Vested at 30 June
Name
Allan Kelly
Marion Bush
Value of PRs
granted during the
year
$
Value of PRs
exercised during
the year
$
Value of PRs lapsed
during the year
$
Remuneration
consisting of PRs
for the year
%
39,192
31,354
–
–
–
–
9.7%
13.7%
Loans to KMP and their related parties
There were no loans to KMP and their related parties during the year.
Other transactions and balances with KMP and their related parties
There were no transactions from KMP and their related parties during the year.
End of Remuneration Report
DIRECTORS MEETINGS
The following tables set information in relation to Board meetings held during the financial year.
Board Member
Held while Director
Attended
Board Meetings
A Kelly
M Bush
T Gadenne
6
6
6
6
6
6
Circular resolutions
passed
14
14
14
Total
20
20
20
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 18
DIRECTORS’ REPORT
PRINCIPAL ACTIVITIES
The principal activities of the Group during the year were the exploration and evaluation of mining tenements with the objectives of identifying economic
mineral deposits.
FINANCIAL REVIEW
The Group began the financial year with cash reserves of $3,335,733.
During the year the exploration expenditures expensed by the Group amounted to $179,299 (2022: to $133,607). This exploration expenditures relates to
non-granted tenements, and this has been expensed in accordance with the Group’s accounting policy. In addition, exploration expenditure relating to
granted tenements amounted to $2,395,875 (2022: $2,732,163) was capitalised in accordance with the Group’s accounting policy. Impairment assessment is
carried out at each reporting date by evaluating the conditions specific to the Group and the assets that may lead to impairment. No impairment was made
during the year. The administrative expenditure incurred amounted to $1,199,795 (2022: $1,229,409). Operating loss after income tax for the year ended 30
June 2023 amounted to $1,390,106 (2022: $1,375,236 loss).
As at 30 June 2023 cash and cash equivalents totalled $401,574.
Summary of 4 Year Financial Information as at 30 June
Cash and cash equivalents ($)
Net assets/equity ($)
Exploration and evaluation expenditure expensed ($)
Exploration and evaluation expenditure capitalised ($)
No of issued shares
No of options
No of performance rights
Share price ($)
Market capitalisation (Undiluted) ($)
2023
401,574
8,790,098
(179,299)
2,395,875
92,439,004
70,796,076
1,046,513
0.035
3,235,365
2022
3,335,733
8,969,324
(133,607)
2,732,163
70,681,743
19,210,000
–
0.086
2021
5,055,388
7,812,145
(114,132)
3,038,658
55,060,100
17,260,000
–
0.180
6,078,630
9,910,818
2020
327,771
299,424
(64,758)
–
9,010,100
11,010,000
–
–
–
Summary of Share Price Movement to the date of this report
Highest
Lowest
Latest
Share Price ($)
Date
$0.135
$0.035
$0.048
23 and 26 August 2022
22 and 30 June 2023
11 September 2023
CORPORATE GOVERNANCE STATEMENT
The Company is committed to high standards of corporate governance designed to enable the Company to meet its performance objectives and better
manage its risks.
The Company has adopted a comprehensive governance framework in the form of a formal corporate governance charter together with associated policies,
protocols and related instruments (together Charter).
The Company’s Charter is based on a template which has been professionally verified to be complementary to and in alignment with the ASX Corporate
Governance Council Principles and Recommendations 4th Edition 2019 (ASX CGCPR) in all material respects. The Charter also substantially addresses the
suggestions of good corporate governance mentioned in the ‘Commentary’ sections of the ASX CGCPR.
The Board is responsible for the overall corporate governance of the Group. The Board has governance oversight of all matters relating to the strategic
direction, corporate governance, policies, practices, management and operations of the Group with the aim of delivering value to its Shareholders and
respecting the legitimate interest of its other valued stakeholders, including employees, suppliers and joint venture partners.
Under ASX Listing Rule 4.10.3, the Company is required to provide in its annual report details of where shareholders can obtain a copy of its corporate
governance statement, disclosing the extent to which the Company has followed the ASX Corporate Governance Council Principles and Recommendations
in the reporting period. The corporate governance statement is published on the Company’s website:
https://www.miramarresources.com.au/corporate/corporate-governance/
19 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
COMPLIANCE
Risk and Risk Management
The Group manages the risks listed below, and other day-to-day risks through a number of risk controls and mitigants. Specific risk controls and mitigants
include but are not limited to:
Board risk oversight;
Implementation and adoption of Company policies and standards;
Insuring business activities and operations in accordance with industry practice; and
Engaging appropriate finance, accounting, and legal advisors.
Government regulation
The Group’s current and future exploration activities are subject to various laws and statutory regulations governing prospecting, development, production,
taxes, royalty payments, labour standards and occupational health, mine safety, toxic substances, land use, water use, communications, land claims of local
people and other matters, and to obtaining and maintaining the necessary titles, authorisations, permits and licences.
No assurance can be given that new laws, rules and regulations will not be enacted or that existing laws, rules and regulations will not be applied in a manner
which could have an adverse effect on the Group’s financial position and results of operations, or on the success of development projects. Any such
amendments to current laws, regulations and permits governing operations and activities of mining, exploration and development projects, or more stringent
implementation thereof, could have a material adverse impact on the Group’s result of operations, financial condition and prospects. Failure to comply with
any applicable laws, regulations or permitting requirements may result in enforcement actions against the Group, including orders issued by regulatory or
judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions.
Tenure, Native Title, Aboriginal Heritage and Land Claims risks
Interests in exploration and mining tenements in Australia are governed by state legislation and are evidenced by the granting of leases or licences. Each
lease or licence is for a specific term and carries with it annual expenditure and reporting conditions as well as other conditions requiring compliance.
These conditions include the requirement, for exploration licences, for reduction in the area held under licence from time to time unless it is considered that
special circumstances apply. Consequently, the Group could lose title to, or its interest in, its tenements if licence conditions are not met or if expenditure
commitments are not met.
It is possible that, in relation to tenements in which the Group has an interest or may acquire such an interest, there may be areas over which legitimate native
title rights exist or which are subject to native title claims made under the Native Title Act 1993 (Cth). In such circumstances, the ability of the Group to progress
from the exploration phase to the development and mining phases of the operation, may be adversely affected.
Further, it is possible that there will exist on the Group’s mining tenements, areas containing sacred sites or sites of significance to Aboriginal people in
accordance with their tradition that are protected under the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth). As a result, land within
the tenements may be subject to restrictions on exploration, mining or other uses and/or significant approval hurdles may apply.
Tenement Renewals
Renewal of tenements owned by the Group is made by way of application to the relevant department. There is no guarantee that a renewal will be
automatically granted other than in accordance with the applicable state or territory mining legislation. In addition, the relevant department may impose
conditions on any renewal, including relinquishment of ground.
Exploration and development risks
Exploration is a high-risk activity that requires large amounts of expenditure over extended periods of time. The Group’s exploration activities will also be
subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic conditions, hazards of operating vehicles and plant,
risks associated with operating in remote areas and other similar considerations. Conclusions drawn during exploration and development are subject to the
uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other
data.
Although the Group’s activities are primarily directed towards exploration for mineral deposits and the possibility of third-party arrangements including joint
ventures, partnerships, ore purchase arrangements or other third-party contracts, its activities also include the development of mineral deposits into mining
operations. An ability to sustain or increase the current level of production in the longer term is in part dependent on the success of the Group’s exploration
activities and development projects.
The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge
may not eliminate. It is impossible to ensure that the exploration or development programs the Group plans will result in a profitable mining operation.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 20
DIRECTORS’ REPORT
COMPLIANCE (cont’d)
Risk and Risk Management (cont’d)
Commodity prices
The Group’s future prospects and Miramar share price will be influenced by the prices obtained for the commodities produced and targeted in the Group’s
exploration and development programs. Commodity prices fluctuate and are impacted by factors including the relationship between global supply and
demand for minerals, forward selling by producers, costs of production, geopolitical factors (including trade tensions), hostilities and general global economic
conditions.
Commodity prices are also affected by the outlook for inflation, interest rates, currency exchange rates and supply and demand factors. These factors may
have an adverse effect on the Group’s production and exploration activities and any subsequent development and production activities, as well as its ability
to fund its future activities. Further, rare earth products are not exchange traded commodities.
Occupational health and safety
Exploration activities may expose the Group’s contractors to potentially dangerous working environments. Occupational health and safety legislation and
regulations differ in each jurisdiction. If any of the Group’s contractors suffers injury or death, compensation payments or fines may be payable and such
circumstances could result in the loss of a licence or permit required to carry on the business. Such an incident may also have an adverse effect on the Group’s
business and reputation.
Environment
The Group’s projects are subject to the environmental laws and regulations of Australia (including statutory rehabilitation obligations that the Group will need
to comply with in the future and which may be material). While the Group proposes to comply with applicable laws and regulations and conduct its programs
in a responsible manner with regard to the environment, there is the risk that the Group may incur liability for any breaches of these laws and regulations.
The Group is also unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any
such laws or regulations would materially increase the Group’s cost of doing business or affect its operations. There can be no assurances that new
environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Group to incur significant expenses and undertake
significant investments which could have a material adverse effect on the Group’s business, financial condition and performance.
Insurance
The Group maintains insurance to protect against certain risks. However, the Group’s insurance will not cover all the potential risks associated with an
exploration company’s operations. The Group may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance
coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to
mineral property, environmental pollution, or other hazards as a result of exploration is not generally available to the Group, or to other companies in the
mining industry on acceptable terms.
Reliance on key personnel
The Group is dependent on its directors, employees and consultants to implement its business strategy. A number of factors including the departure of key
management personnel or a failure to attract or retain suitable qualified key personnel, could adversely affect the Group’s business strategy.
Access to and dependence on capital raisings
The Group’s exploration activities require substantial expenditure going forward. The Group’s objectives when managing capital is to safeguard its ability to
continue as a going concern. Although Miramar believes that additional funding can be obtained via capital raising, no assurances can be made that
appropriate funding will be available when required. If the Group is unable to obtain additional financing as required, it may be required to scale back its
exploration and development program. As a result, the Group’s ability to continue as a going concern may be diminished.
21 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ REPORT
COMPLIANCE (cont’d)
Significant changes in state of affairs
Environmental regulation and performance
Other than those disclosed in this annual report no significant changes in
the state of affairs of the Group occurred during the financial year.
The Group is subject to significant environmental regulation in respect to
its exploration activities.
Significant events after the balance date
The following matter or circumstance has arisen since the end of the
financial year which significantly affected or may significantly affect the
operations of the Group, the results of those operations, or state of affairs
of the Group in future financial years:
(a)
Cancellation of options
On 3 July 2023, the Company cancelled 100,000 unlisted options
exercisable at $0.25 each expiring 6 March 2024 previously issued
to employees upon cessation of the employment.
(b)
Issue of Shares for the Rights Issue
On 28 June 2023 the Company announced its intention to
undertake an equity raising via a non-renounceable Rights Issue
(Rights Issue). The Rights Issue comprises a non-renounceable
pro-rata Rights Issue of fully paid ordinary shares (Shares) on the
basis of one (1) new Share for every five (5) Shares to eligible
shareholders.
On 24 July 2023, the Company completed the Rights Issue and
issued 18,487,801 Shares to raise $544,634.
(c)
General Meeting
On 10 August 2023 the Company held its General Meeting. All
resolutions put to the meeting were carried by a poll.
(d)
Issue of shares for T2 Placement
On 21 June 2023 the Company announced that it will complete a
capital raising at an issue price of $0.03 per Share to raise $1.5
million (before cost) (the Placement). The Placement will be issued
in two (2) tranches. Tranche one was completed on 28 June 2023,
and shareholder approval was received on 10 August 2023 for the
issue of Tranche two (T2) Shares.
On 16 August 2023, the Company issued 37,942,739 Shares as
completion of the T2 Placement to raise $1.14 million (before cost).
The Group aims to ensure the appropriate standard of environmental care
is achieved, and in doing so, that is aware of and is in compliance with all
environmental legislation. The Directors of the Group are not aware of any
breach of environmental legislation for the year under review.
Share options
As at the date of this report, there were 95,696,076 options on issue to
purchase ordinary shares at a range of exercise prices (70,796,076 at
30 June 2023).
Option holders do not have any right, by virtue of the option, to participate
in any share issue of the Company or any related body corporate.
Insurance of directors and officers
During or since the end of the financial year, the Company has paid
premiums insuring all the Directors of Miramar Resources Limited against
costs incurred in defending conduct involving:
(a)
(b)
a wilful breach of duty, and
a contravention of sections 182 or 183 of the Corporations Act
2001,
as permitted by section 199B of the Corporations Act 2001.
The total amount of insurance contract premiums paid was $22,200.
Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its
auditors, RSM Australia, as part of the terms of its audit engagement
agreement against claims by third parties arising from the audit (for an
unspecified amount). No payment has been made to indemnify RSM
Australia during or since the financial year.
Dividends
No dividends were paid or declared during the financial year and no
recommendation for payment of dividends has been made.
(e)
Issue of Broker Options
Non–audit services
On 16 August 2023, the Company issued 25,000,000 unlisted
options exercisable at $0.08 each expiring 16 August 2026 (Broker
Options) to Westar Capital Pty Ltd and its nominees following the
receipt of shareholder approval on 10 August 2023.
Likely developments and expected results
The Group expects to maintain the present status and level of operations
and hence there are no likely developments in the Group’s operations.
During the year, neither RSM Australia nor any of its associated entities
provided any non-audit services to the Group. Refer to note 9 for further
information.
Auditor’s independence declaration
The auditor’s independence declaration as required under section 307C of
the Corporations Act 2001 is included on page 23.
Signed in accordance with a resolution of the Directors made pursuant to
s.298(2) of the Corporations Act 2001.
On behalf of the Directors
Allan Kelly
Executive Chairman
Perth, Western Australia this 18th of September 2023
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 22
INDEPENDENCE DECLARATION TO THE DIRECTORS OF
MIRAMAR RESOURCES LIMITED
23 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
DIRECTORS’ DECLARATION
The Directors declare that:
(a)
(b)
in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable;
in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance
with Australian Accounting Standards and International Financial Reporting Standards as disclosed in note 2 to the financial report and giving a true
and fair view of the financial position and performance of the Group for the financial year ended 30 June 2023; and
(c)
the Directors have been given the declarations required by section 295A of the Corporations Act 2001 for the financial year ended 30 June 2023.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the Directors
Allan Kelly
Executive Chairman
Perth, Western Australia this 18th of September 2023
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 24
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MIRAMAR RESOURCES LIMITED
25 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MIRAMAR RESOURCES LIMITED
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 26
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MIRAMAR RESOURCES LIMITED
27 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MIRAMAR RESOURCES LIMITED
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 28
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the financial year ended 30 June 2023
Continuing operations
Income
Other income
Employee expenses
Depreciation expense
Consultants expenses
Interest expense
Occupancy expenses
Marketing expenses
Exploration and evaluation expenses
Fair value changes in financial assets designated at fair value through P&L
Other expenses
Note
5(a)
5(b)
5(c)
5(d)
5(e)
2023
$
–
11,022
(486,122)
(43,809)
(251,954)
–
(92,518)
(141,653)
(179,299)
(22,034)
(183,739)
2022
$
8,261
10,027
(495,930)
(58,423)
(216,965)
(865)
(80,772)
(176,071)
(133,607)
(30,508)
(200,383)
Loss from continuing operations before income tax
(1,390,106)
(1,375,236)
Income tax expense
6
–
–
Loss attributable to members of the parent entity
Other comprehensive income for the year
Total comprehensive loss for the year
Net loss attributable to the parent entity
Total comprehensive loss attributable to the parent entity
Loss per share:
Basic (cents per share)
Diluted (cents per share)
The accompanying notes form part of the financial statements.
(1,390,106)
(1,375,236)
–
–
(1,390,106)
(1,375,236)
(1,390,106)
(1,390,106)
(1,375,236)
(1,375,236)
21
21
(1.90)
(1.90)
(2.37)
(2.37)
29 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Other financial assets at fair value through profit and loss
Total current assets
Non–current assets
Other receivables
Plant and equipment
Right-of-use asset
Capitalised exploration and evaluation expenditure
Total non–current assets
TOTAL ASSETS
Current liabilities
Trade and other payables
Provisions
Lease liability
Total current liabilities
Non-current liabilities
Lease liability
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
Equity
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
The accompanying notes form part of the financial statements.
Note
27(a)
10
11
12
13
17
14
15
16
17
17
18
19
20
2023
$
401,574
322,732
33,898
758,204
56,465
82,780
33,910
8,166,696
8,339,851
9,098,055
222,529
51,518
22,016
296,063
11,894
11,894
307,957
8,790,098
2022
$
3,335,733
93,257
55,933
3,484,923
56,230
117,647
81,805
5,770,821
6,026,503
9,511,426
409,831
50,025
82,246
542,102
–
–
542,102
8,969,324
11,291,192
1,464,647
(3,965,741)
8,790,098
10,700,692
853,294
(2,584,662)
8,969,324
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 30
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the financial year ended 30 June 2023
For the year ended
30 June 2023
Balance as at 1 July 2022
Total comprehensive income
Loss for the year
Total comprehensive loss for the year
Transactions with owners
recorded direct to equity
Share-based payments
Proceeds from issue of equity
Equity issue costs
Options lapsed
Total transactions with owners
Balance as at 30 June 2023
For the year ended
30 June 2022
Balance as at 1 July 2021
Total comprehensive income
Loss for the year
Total comprehensive loss for the year
Transactions with owners
recorded direct to equity
Issue of shares
Share-based payments
Share issue costs
Total transactions with owners
Balance as at 30 June 2022
Issued
Capital
$
10,700,692
–
–
–
846,718
(256,218)
–
590,500
Attributable to equity holders
Reserves
$
853,294
Accumulated
Losses
$
Total
Equity
$
(2,584,662)
8,969,324
–
–
(1,390,106)
(1,390,106)
342,152
353,409
(73,623)
(10,585)
611,353
–
–
–
9,027
9,027
(1,390,106)
(1,390,106)
342,152
1,200,127
(329,841)
(1,558)
1,210,880
8,790,098
11,291,192
1,464,647
(3,965,741)
8,268,845
752,726
(1,209,426)
7,812,145
–
–
2,686,929
–
(255,082)
2,431,847
10,700,692
–
–
–
100,568
–
100,568
853,294
(1,375,236)
(1,375,236)
–
–
–
–
(2,584,662)
(1,375,236)
(1,375,236)
2,686,929
100,568
(255,082)
2,532,415
8,969,324
The accompanying notes form part of the financial statements.
31 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
for the financial year ended 30 June 2023
Cash flows from operating activities
Payments for exploration and evaluation (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Note
2023
$
(221,198)
(1,050,076)
11,065
2022
$
(161,230)
(895,407)
10,212
Net cash used in operating activities
27(b)
(1,260,209)
(1,046,425)
Cash flows from investing activities
Payment for acquisition of tenements
Payments for exploration and evaluation
Payment for plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issues of equity securities
Payment for equity issue costs
Repayment of lease liabilities
Net cash received in financing activities
–
(2,667,256)
(8,943)
(2,676,199)
1,200,127
(113,288)
(84,590)
1,002,249
(50,000)
(2,704,514)
(26,940)
(2,781,454)
2,443,179
(255,083)
(79,872)
2,108,224
Net decrease in cash and cash equivalents
(2,934,159)
(1,719,655)
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
27(a)
3,335,733
401,574
5,055,388
3,335,733
The accompanying notes form part of the financial statements.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
1. General Information
Miramar Resources Limited (Miramar or the Company) is a company limited by shares, incorporated and domiciled in Australia, and whose shares
are publicly traded on the Australian Securities Exchange. The consolidated financial report of the Group as at year ended 30 June 2023 comprises the
Company and its subsidiaries (together referred to as the Group).
Miramar is a for profit company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities
Exchange.
The nature of the operations and principal activities of the Group are mineral exploration and project development which is further described in the
Directors’ Report. Information on other related party relationships is provided in note 25.
2.
Summary of significant accounting policies
The financial report is a general purpose financial report, which has been
prepared in accordance with the requirements of the Corporations Act
2001, Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board. The
financial report includes the financial statements of Miramar Resources
Limited and its subsidiaries.
The financial report also complies with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards
Board.
(a) Basis of preparation
The financial report has been prepared on an accruals basis and is
based on historical cost, except for certain financial assets and
liabilities which are carried at fair value. Cost is based on the fair
values of the consideration given in exchange for assets. All
amounts are presented in Australian dollars, unless otherwise noted.
Separate financial statements for Miramar as an individual entity are
no longer presented as the consequence of a change to the
Corporations Act 2001, however, required financial information for
Miramar as an individual entity is included in note 30.
The accounting policies set out below have been applied in
preparing the financial statements for the year ended 30 June 2023
and the comparative information presented in these financial
statements for the year ended 30 June 2022.
Going concern basis of preparation
The financial statements have been prepared on the going concern
basis, which contemplates continuity of normal business activities
and the realisation of assets and discharge of liabilities in the normal
course of business.
The Group recorded a loss of $1,390,106 for the year ended 30 June
2023 (2022: $1,375,236 loss) and had a net cash outflow from
operating and investing activities of $3,936,408 (2022: $3,827,879)
for the year ended 30 June 2023. The Group had cash and cash
equivalents at 30 June 2023 of $401,574 (2022: $3,335,733) and has
net current assets of $462,141 (2022: $2,942,821).
The Group’s cashflow forecast for the period 1 September 2023 to
30 June 2025 reflects that the Group will need to raise additional
working capital during the quarter ending 31 December 2023 to
enable the Group to continue to meet its current committed
exploration and administration expenditure.
Notwithstanding the above matters, the Directors are satisfied they
will be able to raise additional working capital as required and thus
it is appropriate to prepare the financial statements on a going
concern basis. In arriving at this position, the Directors have
considered the following pertinent matters:
The Company successfully completed a Rights Issue in July 2023
to raise $544,634, and the tranche 2 Placement in August 2023 to
raise $1.14 million. The funds raised enabled the Group to
continue to meet its commitments;
The planned exploration expenditure is staged, and expenditure
may or may not be spent depending on the result of the prior
exploration stage; and
33 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
(a) Basis of preparation (cont’d)
The Directors are satisfied that they will be able to raise additional
funds by either an equity raising and/or implementation of joint
ventures agreements to fund ongoing exploration commitments
and for working capital.
(b) 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.
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 2023. The Group has not yet assessed the
impact of these new or amended Accounting Standards and
Interpretations.
(c) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash in banks
and investments in money market instruments that are readily
convertible to known amount of cash which are subject to an
insignificant risk of change in value, net of outstanding bank
overdrafts.
(d) Employee benefits
Provision is made for benefits accruing to employees in respect of
wages and salaries and annual leave when it is probable that
settlement will be required, and they are capable of being measured
reliably. Liabilities recognised in respect of employee benefits
expected to be settled within 12 months, are measured at their
nominal values using the remuneration rate expected to apply at
the time of settlement. Liabilities recognised in respect of employee
benefits which are not expected to be settled within 12 months are
measured as the present value of the estimated future cash outflows
to be made by the Group in respect of services provided by
employees up to reporting date.
(e) Financial assets
Financial assets are recognised and derecognised on trade date
where purchase or sale of an investment is under a contract whose
terms require delivery of the investment within the timeframe
established by the market concerned, and are initially measured at
fair value, net of transaction costs.
Subsequently measured at fair value through profit or loss (FVPL),
amortised cost, or fair value through other comprehensive income
(FVOCI). The classification is based on two criteria: the Group’s
business model for managing the assets; and whether the
instruments’ contractual cash flows represent ‘solely payments of
principal and interest’ (SPPI) on the principal amount outstanding
(SPPI criterion). The SPPI test is applied to the entire financial asset,
even if it contains an embedded derivative. Consequently, a
derivative embedded in a debt instrument is not accounted for
separately.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
2.
Statement of significant accounting policies (cont’d)
(e) Financial assets (cont’d)
Trade and other receivables
(f) Financial instruments issued by the Company
Debt and equity instruments
Trade receivables are initially recognised at their transaction price
and other receivables at fair value. Receivables that are held to collect
contractual cash flows and are expected to give rise to cash flows
representing solely payments of principal and interest are classified
and subsequently measured at amortised cost.
Receivables that do not meet the criteria for amortised cost are
measured at FVPL.
The Group assesses on a forward-looking basis the ECL associated
with its debt instruments carried at amortised cost. The amount of
ECL is updated at each reporting date to reflect changes in credit risk
since initial recognition of the respective financial instrument. The
Group always recognises the lifetime ECL for trade receivables
carried at amortised cost. The ECL on these financial assets are
estimated based on the Group’s historic credit loss experience,
adjusted for factors that are specific to the debtors, general
economic conditions and an assessment of both the current as well
as forecast conditions at the reporting date.
For all other receivables measured at amortised cost, the Group
recognises lifetime ECL when there has been a significant increase in
credit risk since initial recognition. If the credit risk on the financial
instrument has not increased significantly since initial recognition, the
Group measures the loss allowance for that financial instrument at
an amount equal to ECL within the next 12 months.
The Group considers an event of default has occurred when a
financial asset is more than 90 days past due or external sources
indicate that the debtor is unlikely to pay its creditors, including the
Group. A financial asset is credit impaired when there is evidence that
the counterparty is in significant financial difficulty or a breach of
contract, such as a default or past due event has occurred. The Group
writes off a financial asset when there is information indicating the
counterparty is in severe financial difficulty and there is no realistic
prospect of recovery.
Equity instruments
Shares and options held by the Group are classified as equity
instruments and are stated at FVPL. Gains and losses arising from
changes in fair value are recognised directly to profit or loss for the
period.
Loans receivables
Loans receivables are classified, at
initial recognition, and
subsequently measured at amortised cost, FVOCI, or FVPL. Loan
receivables that are held to collect contractual cash flows and are
expected to give rise to cash flows representing solely payments of
principal and interest are classified and subsequently measured at
amortised cost. Loan receivables that do not meet the criteria for
amortised cost are measured at FVPL.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value
through other comprehensive income are classified as financial
assets at fair value through profit or loss. Typically, such financial
assets will be either: (i) held for trading, where they are acquired for
the purpose of selling in the short-term with an intention of making
a profit, or a derivative; or (ii) designated as such upon initial
recognition where permitted. Fair value movements are recognised
in profit or loss.
Debt and equity instruments are classified as either liabilities or equity
in accordance with the substance of the contractual arrangement.
Transaction costs on the issue of equity instruments
Transaction costs arising on the issue of equity instruments are
recognised directly in equity as a reduction of the proceeds of the
equity instruments to which the costs relate. Transaction costs are the
costs that are incurred directly in connection with the issue of those
equity instruments and which would not have been incurred had
those instruments not been issued.
(g) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of
goods and services tax (GST), except:
i. where the amount of GST incurred is not recoverable from the
taxation authority, it is recognised as part of the cost of
acquisition of an asset or as part of an item of expense; or
ii.
for receivables and payables which are recognised inclusive of
GST.
The net amount of GST recoverable from, or payable to, the taxation
authority is included as part of receivables or payables.
Cash flows are included in the statement of cash flows on a gross
basis. The GST component of cash flows arising from investing and
financing activities which is recoverable from, or payable to, the
taxation authority is classified as operating cash flows.
(h) Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of
its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. Where
the asset does not generate cash flows that are independent from
other assets, the Group estimates the recoverable amount of the
cash–generating unit to which the asset belongs. If any such
indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any), being
the higher of the asset’s fair value less costs to sell and value in use
to the asset’s carrying value. Excess of the asset’s carrying value over
its recoverable amount is expensed to the consolidated statement of
profit or loss and other comprehensive income.
Intangible assets with indefinite useful lives and intangible assets not
yet available for use are tested for impairment annually and
whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre–tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash–generating unit) is increased to the revised
estimate of its recoverable amount, but only to the extent that the
increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been
recognised for the cash–generating unit in prior years. A reversal of
an impairment loss is recognised in profit or loss immediately, unless
the relevant asset is carried at fair value, in which case the reversal of
the impairment loss is treated as a revaluation increase.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
2.
Statement of significant accounting policies (cont’d)
(i) Tax
Current tax
Current tax is calculated by reference to the amount of income taxes
payable or recoverable in respect of the taxable profit or tax loss for
the period. It is calculated using tax rates and tax laws that have been
enacted or substantively enacted by reporting date. Current tax for
current and prior periods is recognised as a liability (or asset) to the
extent that it is unpaid (or refundable).
(j) Government grants
Government grants are recognised where there is reasonable
assurance that the grant will be received and all attached conditions
will be complied with. When the grant relates to an expense item, it
is recognised as income on a systematic basis over the periods that
the related costs, for which it is intended to compensate, are
expensed. When the grant relates to an asset, it is recognised as
income in equal amounts over the expected useful life of the related
asset.
Deferred tax
(k) Plant and equipment
Deferred tax is accounted for using the full liability method in respect
of temporary differences arising from differences between the
carrying amount of assets and liabilities in the financial statements
and the corresponding tax base of those items.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries, branches,
associates and joint ventures except where the entity is able to
control the reversal of the temporary differences and it is probable
that the temporary differences will not reverse in the foreseeable
future. Deferred tax assets arising from deductible temporary
differences associated with these investments and interests are only
recognised to the extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of the temporary
differences and they are expected to reverse in the foreseeable
future.
Deferred tax assets and liabilities are measured at the tax rates that
are expected to apply to the period(s) when the asset and liability
giving rise to them are realised or settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted by reporting
date. The measurement of deferred tax liabilities and assets reflects
the tax consequences that would follow from the manner in which
the entity expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to
income taxes levied by the same taxation authority and the entity
intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in
the statement of profit or loss and other comprehensive income,
except when it relates to items credited or debited directly to equity,
in which case the deferred tax is also recognised directly in equity, or
where it arises from the initial accounting for a business combination,
in which case it is taken into account in the determination of goodwill
or excess.
Tax consolidation
Legislation to allow groups, comprising a parent entity and its
Australian resident wholly owned entities, to elect to consolidate and
be treated as a single entity for income tax purposes was
substantively enacted on 21 October 2002. The Company and its
100% owned Australian resident subsidiaries implemented the tax
consolidation legislation on 28 May 2020 with Miramar as the head
entity.
Plant and equipment are stated at cost less accumulated
depreciation and impairment loss. Cost includes expenditure that is
directly attributable to the acquisition of the item.
Depreciation is provided on plant and equipment. Depreciation is
calculated on a straight line or diminishing value basis so as to write
off the net cost of each asset over its expected useful life to its
estimated residual value. The estimated useful lives, residual values
and depreciation method are reviewed at the end of each annual
reporting period.
The depreciation rates used for each class of depreciable assets are:
Class of fixed asset
Depreciation rate (%)
Office furniture
Office equipment
Motor vehicles
25.0 – 33.33
25.0 – 33.33
25.0
(l) Exploration and evaluation expenditure
Exploration and evaluation expenditure in relation to each separate
area of interest are recognised as capitalised exploration and
evaluation asset in the year in which they are incurred where the
following conditions are satisfied:
i.
the right to tenure of the area of interest are current; and
ii. at least once of the following conditions is also met:
the exploration and evaluation expenditures are expected
to be recouped through successful development and
exploration of the area of interest, or alternatively, by its
sale; or
exploration and evaluation activities in the area of interest
have not, at the reporting date, reached a stage which
permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves, and active
operations in, or relating to, the area are continuing.
Capitalised exploration costs for each area of interest (considered to
be the cash generating unit) are reviewed each reporting date to test
whether an indication of impairment exists. If any such indication
exists, the recoverable amount of the capitalised exploration costs is
estimated to determine the extent of the impairment loss (if any). The
recoverable amount for capitalised exploration costs has been
determined as the fair value less costs to sell by reference to an active
market. Where an impairment loss subsequently reverses, the
carrying amount of the asset is increased to the revised estimate of
its recoverable amount, but only to the extent that the increased
carrying amount does not exceed the carrying amount that would
have been determined had no impairment loss been recognised for
the asset in previous years.
35 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
2.
Statement of significant accounting policies (cont’d)
(l) Exploration and evaluation expenditure (cont’d)
(m) Joint arrangements (cont’d)
Where a decision is made to proceed with development,
accumulated expenditure is tested for impairment and transferred to
capitalised development and then amortised over the life of the
reserves associated with the area of interest once mining operations
have commenced.
(m) Joint arrangements
Joint ventures
A joint venture is a type of joint arrangement whereby the parties
that have joint control of the arrangement have rights to the net
assets of the joint venture. Joint control is the contractually agreed
sharing of control of an arrangement, which exists only when
decisions about the relevant activities require unanimous consent of
the parties sharing control.
The considerations made in determining significant influence or joint
control is similar to those necessary to determine control over
subsidiaries.
The Group’s investments in joint ventures are accounted for using
the equity method.
Under the equity method, the investment in a joint venture is initially
recognised at cost. The carrying amount of the investment is
adjusted to recognise changes in the Group’s share of net assets of
the joint venture since the acquisition date. Goodwill relating to the
joint venture is included in the carrying amount of the investment
and is neither amortised nor individually tested for impairment.
The statement of profit or loss and other comprehensive income
reflects the Group’s share of the results of operations of the joint
venture. Any change in OCI of those investees is presented as part of
the Group’s OCI. In addition, when there has been a change
recognised directly in the equity of the joint venture, the Group
recognises its share of any changes, when applicable, in the
statement of changes in equity. Unrealised gains and losses resulting
from transactions between the Group and joint venture are
eliminated to the extent of the interest in the joint venture.
The aggregate of the Group’s share of profit or loss of a joint venture
is shown on the face of the statement of profit or loss and other
comprehensive income outside operating profit and represents
profit or loss after tax and non-controlling interests in the subsidiaries
of the joint venture.
The financial statements of the joint venture are prepared for the
same reporting period as the Group. When necessary, adjustments
are made to bring the accounting policies in line with those of the
Group. After application of the equity method, the Group determines
whether it is necessary to recognise an impairment loss on its
investment in its joint venture. At each reporting date, the Group
determines whether there is objective evidence that the investment
in the joint venture is impaired.
If there is such evidence, the Group calculates the amount of
impairment as the difference between the recoverable amount of
the joint venture and its carrying value, then recognises the loss as
‘Share of profit of a joint venture’ in the statement of profit or loss
and other comprehensive income.
Upon loss of joint control over the joint venture, the Group measures
and recognises any retained investment at its fair value. Any
difference between the carrying amount of the joint venture upon
loss of joint control and the fair value of the retained investment and
proceeds from disposal is recognised in profit or loss.
Joint operations
The Group recognises its interest in joint operations by recognising
its:
Assets, including its share of any assets held jointly
Liabilities, including its share of any liabilities incurred jointly
Revenue from the sale of its share of the output arising from
the joint operation
Share of the revenue from the sale of the output by the joint
operation
Expenses, including its share of any expenses incurred jointly
(n) Principles of consolidation
The consolidated financial statements comprise the financial
statements of the Group as at and for the year ended 30 June 2023.
Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group
has:
Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee);
Exposure, or rights, to variable returns from its involvement
with the investee; and
The ability to use its power over the investee to affect its
returns.
When the Group has less than a majority of the voting or similar
rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
The contractual arrangement with the other vote holders of
the investee;
Rights arising from other contractual arrangements; and
The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts
and circumstances indicate that there are changes to one or more of
the three elements of control. Consolidation of a subsidiary begins
when the Group obtains control over the subsidiary and ceases when
the Group loses control of the subsidiary. Assets, liabilities, income
and expenses of a subsidiary acquired or disposed of during the year
are included in the statement of profit or loss and other
comprehensive income from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income
(OCI) are attributed to the equity holders of the parent of the Group
and to the non-controlling interests, even if this results in the non-
controlling interests having a deficit balance. When necessary,
adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group’s accounting
policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members
of the Group are eliminated in full on consolidation.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
2.
Statement o f significant accounting policies (cont’d)
(n) Principles of consolidation (cont’d)
(s) Revenue recognition
A change in the ownership interest of a subsidiary, without a loss of
control, is accounted for as an equity transaction. If the Group loses
control over a subsidiary, it:
De-recognises the assets (including goodwill) and liabilities of
the subsidiary;
De-recognises the carrying amount of any non-controlling
interests;
De-recognises the cumulative translation differences recorded
in equity;
Recognises the fair value of the consideration received;
Recognises the fair value of any investment retained;
Recognises any surplus or deficit in profit or loss; and
Reclassifies the parent’s share of components previously
recognised in OCI to profit or loss or retained earnings, as
appropriate, as would be required if the Group had directly
disposed of the related assets or liabilities.
A list of subsidiaries appears in note 4 to the financial statements.
(o) Operating cycle
The operating cycle of the Group coincides with the annual reporting
cycle.
(p) Payables
Trade payables and other accounts payable are recognised when the
Group becomes obliged to make future payments resulting from the
purchase of goods and services.
(q) Provisions
Provisions are recognised when the Group has a present obligation,
the future sacrifice of economic benefits is probable, and the amount
of the provision can be measured reliably.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation as a result of
a past event at reporting date, taking into account the risks and
uncertainties surrounding the obligation. Where a provision is
measured using the cashflows estimated to settle the present
obligation, its carrying amount is the present value of those
cashflows.
When some or all of the economic benefits required to settle a
provision are expected to be recovered from a third party, the
receivable is recognised as an asset if it is virtually certain that
recovery will be received and the amount of the receivable can be
measured reliably.
Revenue is recognised when or as the Group transfers control of
goods or services to a customer at the amount to which the Group
expects to be entitled. If the Group estimates the amount of
consideration promised includes a variable amount, the Group
estimates the amount of consideration to which it will be entitled.
Dividend and interest revenue
Dividend revenue is recognised on a receivable basis. Interest
revenue is recognised on a time proportionate basis that takes into
account the effective yield on the financial asset.
(t) Segment reporting policy
Operating segments are identified and segment information
disclosed on the basis of internal reports that are regularly provided
to, or reviewed by the Group’s chief operating decision maker which,
for the Group, is the Board of Directors. In this regard, such
information is provided using similar measures to those used in
preparing the statement of profit or loss and other comprehensive
income and statement of financial position.
(u) Leases
The Group assesses at contract inception whether a contract is, or
contains, a lease. That is, if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach
for all leases, except for short-term leases (i.e., leases with a lease
term of 12 months or less) and leases of low-value assets. The Group
recognises lease liabilities to make lease payments and right-of-use
assets representing the right to use the underlying assets.
(i) Right-of-use assets
recognises
right-of-use assets at
The Group
the
commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at
cost, less any accumulated depreciation and impairment losses,
and adjusted for any re-measurement of lease liabilities. The
cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease
incentives received. Unless the Group is reasonably certain to
obtain ownership of the leased asset at the end of the lease
term, the recognised right-of-use assets are depreciated on a
straight-line basis over the shorter of its estimated useful life and
the lease term (where the Group does not have a purchase
option at the end of the lease term). Right-of-use assets are
subject to impairment assessment.
(r) Share–based payments
(ii) Lease Liabilities
Equity–settled share–based payments are measured at fair value at
the date of grant. Fair value is measured by use of an appropriate
valuation model. The expected life used in the model has been
adjusted, based on management’s best estimate, for the effects of
non–transferability,
and behavioural
considerations.
restrictions,
exercise
The fair value determined at the grant date of the equity–settled
share–based payments is expensed on a straight–line basis over the
vesting period, based on the entity’s estimate of shares that will
eventually vest.
For cash–settled share–based payments, a liability equal to the
portion of the goods or services received is recognised at the current
fair value determined at each reporting date.
37 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
At the commencement date of the lease, the Group recognises
lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include
fixed payments (including in-substance fixed payments) less any
lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for
terminating a lease, if the lease term reflects the Group
exercising the option to terminate. The variable lease payments
that do not depend on an index or a rate are recognised as
expense in the period on which the event or condition that
triggers the payment occurs.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
2.
Statement o f significant accounting policies (cont’d)
(u) Leases (cont’d)
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest
rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the
underlying asset.
(iii) Short-term leases and Low Value Assets
The Group applies the short-term lease recognition exemption to its short-term leases of their Office Spaces (i.e., those leases that have a lease
term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets
recognition exemption (i.e. below $5,000). Lease payments on short-term leases and leases of low-value assets are expensed on a straight-line
basis over the lease term.
(v) Fair value measurement
The Group measures equity instrument at fair value and receivables are measured at amortised costs at each reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes
place either:
In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable; or
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
(w)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
(x) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Miramar 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.
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.
3. Critical accounting estimates and judgements
In the application of the Group’s accounting policies, which are described in note 2, management is required to make judgments, estimates and
assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the
basis of making the judgments. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and
future periods.
The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities
within the next annual reporting period are:
Key judgements — capitalised exploration and evaluation expenditure
The future recoverability of exploration and evaluation expenditure capitalised on the acquisition of areas of interest and/or capitalised JORC compliant
mineral resource expenditure are dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not,
whether it successfully recovers the related exploration and evaluation asset through sale. To the extent that capitalised acquisition costs and/or
capitalised JORC compliant mineral resource expenditure are determined not to be recoverable in the future, profits and net assets will be reduced in
the period in which this determination is made.
Key judgements — share–based payments
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 using an appropriate valuation model. The related assumptions are detailed in note 8. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amount of assets and liabilities
within the next annual reporting period but may impact expenses and equity.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
4.
Subsidiary
Name of entity
Parent entity:
Miramar Resources Limited (i)
Subsidiary:
Miramar (Goldfields) Pty Ltd (ii)
Country of
incorporation
Australia
Australia
MQ Minerals Pty Ltd (ii)
(i) Miramar Resources Limited is the ultimate parent entity.
(ii) The 100% interest in Miramar (Goldfields) Pty Ltd and MQ Minerals Pty Ltd are held by the parent entity.
Australia
5.
Income/expenses from operations
(a)
Income
Other
Total income
(b)
Interest income
Bank
Total interest income
(c)
Employee expenses
Salaries and wages
Post-employment benefits
Defined contribution plans
Share-based payments
Equity settled share-based payments
Total employee expenses
Ownership Interest
2023
%
100
100
2023
$
–
–
11,022
11,022
2022
%
100
100
2022
$
8,261
8,261
10,027
10,027
265,602
307,280
91,119
88,082
129,401
486,122
100,568
495,930
(d) Depreciation of non-current assets
43,809
58,423
(e) Occupancy expenses
Rent
Depreciation of right-of-use assets
Total occupancy expenses
8,369
84,149
92,518
2,447
78,325
80,772
39 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
6.
Income taxes
Income tax recognised in consolidated profit or loss
Current income tax
Current income tax charged
Tax not recognised
Deferred income tax
Relating to origination and reversal of temporary differences
Deferred tax not recognised
Total tax benefit
Reconciliation of income tax expense/(benefit) applicable to accounting profit before
income tax at the statutory income tax rate to income tax expense at the Company’s
effective income tax rate for the year ended 30 June 2023 is as follows:
Loss from operations
Income tax expense calculated at 25% (2022: 26%)
R&D tax offset (non-assessable income)
Effect of expenses that are not deductible in determining taxable loss
Net temporary differences not recognised as deferred tax assets
Income tax benefit
Unrecognised deferred tax assets
2023
$
2022
$
1,098,574
(1,098,574)
353,821
(353,821)
–
(1,390,106)
(347,527)
(76,931)
32,603
391,855
–
1,122,711
(1,122,711)
297,121
(297,121)
–
(1,375,236)
(357,561)
–
27,035
(330,526)
–
Consolidated Statement of
Financial Position
Consolidated Statement of Profit or
Loss and Other
Comprehensive Income
2023
$
2022
$
2023
$
2022
$
Deferred tax assets have not been
recognised in respect of the following items
Trade and other receivables
Other financial assets
Plant & equipment
Right of use asset
(4,905)
16,525
(20,695)
(8,477)
(4,175)
11,458
(30,588)
(21,270)
Capitalised exploration and evaluation expenditure
(1,798,241)
(1,163,687)
(730)
5,067
9,893
12,793
(634,554)
(4,967)
(127)
(15,880)
2,973
(32,745)
(1,336)
–
(1,965)
7,390
14,151
(2,514)
(732,653)
3,224
5,295
5,942
(3,650)
(57,961)
(859)
(16,671)
18,245
12,880
5,504
2,973
221,624
1,581
–
23,212
13,007
21,384
–
254,369
2,917
–
Trade and other payables
Provisions
Lease liability - current
Lease liability - non-current
Business related costs - equity
Business related costs - P&L
Tenement acquisition
Revenue losses
Deferred tax assets not recognised
Deferred tax (income)/expense
2,933,658
1,380,672
1,920,224
1,026,851
1,013,434
1,077,392
353,821
297,121
The tax losses do not expire under current legislation. Deferred tax assets have not been recognised in respect of these items because it is not
probable that future taxable profit will be available against which the Group can utilise the benefits.
Tax consolidation
Relevance of tax consolidation to the Group
Legislation to allow groups, comprising a parent entity and its Australian resident wholly owned entities, to elect to consolidate and be treated as a
single entity for income tax purposes was substantively enacted on 21 October 2002. The Company and its 100% owned Australian resident
subsidiaries have implemented the tax consolidation legislation.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
7. Key management personnel disclosures
Details of key management personnel compensation are set out on pages 14 to 18 of the Directors’ Report.
The aggregate compensation made to key management personnel is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payment
Total
8. Share-based payments
2023
$
520,360
47,933
120,546
688,839
2022
$
491,926
45,875
93,702
631,503
The Company has an ownership-based compensation arrangement for employees of the Group.
Each option issued under the arrangement converts into one ordinary share on exercise. No amounts are paid or payable by the recipient on receipt
of the option. Options neither carry rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date
of their expiry. The number of options granted is at the sole discretion of the Directors.
Incentive options issued to Directors (executive and non-executive) are subject to approval by shareholders and attach vesting conditions as
appropriate. Details of options over ordinary shares in the Company provided as remuneration to each Director during the year are set out on
pages 14 to 18 of the Remuneration Report.
Expenses arising from share-based payment transactions
Options issued to directors (i)
Options issued to employees (i)
Options issued to brokers (ii)
Total expenses arising from options issue (Note 19)
Performance rights issued to directors (i) (Note 19)
Total expenses arising from share-based payment transactions
2023
$
50,001
10,412
211,194
271,607
70,545
342,152
2022
$
93,702
6,866
–
100,568
–
100,568
(i)
Share-based payments in relation to options and performance rights to directors, and options to employees during the year are included in
employee expenses in the consolidated statement of profit or loss and other comprehensive income.
(ii)
Share-based payments in relation to options to brokers during the year are included in equity issue costs.
Unlisted options
The following unlisted options were in existence during the current and comparative reporting periods:
Options series
Number
Grant date
Expiry date
Exercise price
OPT001
OPT003
OPT005
OPT006
OPT007
3,000,000
26 June 2020
26 June 2025
6,000,000
9 October 2020
9 October 2023
1,500,000
4 November 2021
3 November 2025
300,000
250,000
11,050,000
7 March 2022
6 March 2024
16 June 2023
15 June 2025
$0.20
$0.25
$0.27
$0.25
$0.07
The following unlisted options were issued during the financial year and relate to payments to employees and other non-related parties. The fair
value of the options granted were valued at the date of grant using the Black Scholes model.
Options series
OPT006
OPT007
Number
Grant date
Expiry date
Exercise price
75,000
250,000
29 July 2022
6 March 2024
16 June 2023
15 June 2025
$0.25
$0.07
41 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
8.
Share-based payments (cont’d)
Options
The following table summarised the share options during the financial year.
Exercise
price
Balance at
1 Jul
No.
Granted
No.
Exercised
No.
Forfeited
No.
Balance at
30 Jun
No.
Vested and
exercisable
at 30 Jun
No.
Grant date
Expiry date
2023
26 Jun 20
26 Jun 25
26 Jun 20
22 Oct 22
9 Oct 20
9 Oct 23
7 Jan 21
6 Jan 23
4 Nov 21
3 Nov 25
7 Mar 22
6 Mar 24
29 Jul 22
6 Mar 24
18 Jul 22
18 Jul 24
29 Aug 22
18 Jul 24
16 May 23
18 Jul 24
16 Jun 23
15 Jun 25
Total
$0.20
$0.20
$0.25
$0.48
$0.27
$0.25
$0.25
$0.25
$0.25
$0.25
$0.07
3,000,000
8,210,000
6,000,000
50,000
1,500,000
450,000
–
–
–
–
–
–
–
–
–
–
–
75,000
38,693,334
7,352,742
13,700,000
250,000
19,210,000
60,071,076
Weighted average exercise price
$0.22
$0.25
2022
19 Jun 20
26 Jun 25
26 Jun 20
22 Oct 22
9 Oct 20
9 Oct 23
7 Jan 21
6 Jan 23
4 Nov 21
3 Nov 25
7 Mar 22
6 Mar 24
Total
$0.20
$0.20
$0.25
$0.48
$0.27
$0.25
3,000,000
8,210,000
6,000,000
50,000
–
–
–
–
–
–
1,500,000
450,000
17,260,000
1,950,000
Weighted average exercise price
$0.22
$0.27
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,000,000
3,000,000
(8,210,000)
–
–
–
6,000,000
6,000,000
(50,000)
–
–
–
1,500,000
1,500,000
(150,000)
300,000
300,000
(75,000)
–
–
–
–
–
–
38,693,334
38,693,334
7,352,742
7,352,742
13,700,000
13,700,000
250,000
–
(8,485,000)
70,796,076
70,546,076
$0.20
$0.25
$0.25
–
–
–
–
–
–
–
–
3,000,000
3,000,000
8,210,000
8,210,000
6,000,000
6,000,000
50,000
50,000
1,500,000
450,000
–
–
19,210,000
17,260,000
$0.22
$0.22
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.05 years (2022: 1.30 years).
(i)
Issued during the financial year
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as
follows:
Option
series
Grant date
Expiry date
M2RO
18 Jul 22
18 Jul 24
M2RO
29 Aug 22
18 Jul 24
M2RO
16 May 23
18 Jul 24
OPT6
OPT7
29 Jul 22
6 Mar 24
16 Jun 23
15 Jun 25
Share price
at grant
date
$0.091
$0.125
$0.044
$0.100
$0.050
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value at
grant date
$0.25
$0.25
$0.25
$0.25
$0.07
N/A
N/A
N/A
88.05%
85.41%
Nil
Nil
Nil
Nil
Nil
N/A
N/A
N/A
1.07%
4.16%
$0.010
$0.010
$0.044
$0.031
$0.019
(ii)
Expired during the financial year
During the financial year, a total of 8,485,000 (2022: nil) options over ordinary shares expired, comprising of the following:
8,210,000 options exercisable at $0.20 expired on 22 October 2022;
225,000 options exercisable at $0.25 expiring on 6 March 2024 as the vesting conditions were not achieved; and
50,000 options exercisable at $0.48 expired on 6 January 2023.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
8.
Share-based payments (cont’d)
Performance rights
Each performance rights issued converts into one ordinary share of Miramar on exercise. Performance rights neither carry rights to dividends nor
voting rights. Performance rights may be exercised at any time from the date of vesting to the date of their expiry. Performance rights vest subject to
meeting applicable performance criteria.
(i)
Issued during the financial year
The following performance rights issued to directors were issued and in existence during the current reporting year:
Performance rights
Number
Grant date
Expiry date
Exercise price
Class A
Class B
Class C
366,280
366,280
313,953
1,046,513
3 Nov 2022
30 Jun 2025
Milestone 1^
3 Nov 2022
30 Jun 2025
Milestone 2^
3 Nov 2022
30 Jun 2025
Milestone 3^
^ Refer to note 19 for the Milestones details.
The fair value of the performance rights granted were valued at the grant date using the Hoadley’s Hybrid ES0 valuation model. The valuation
model inputs used to determine the fair value at the grant date are as follows:
Performance
rights series Grant date
Share price
at grant
Expiry date
date Exercise price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value at
grant date
Class A
Class B
Class C
3 Nov 2022
30 Jun 2025
$0.091 Milestone 1^
3 Nov 2022
30 Jun 2025
$0.091 Milestone 2^
3 Nov 2022
30 Jun 2025
$0.091 Milestone 3^
100%
100%
100%
^ Refer to note 19 for the Milestones details.
9. Remuneration of auditors
Audit or review of the financial report
RSM Australia Partners
Total
10. Current trade and other receivables
Net goods and services tax (GST) receivable
R&D tax offset receivable
Other receivables
Total
Nil
Nil
Nil
2023
$
38,500
38,500
24,927
271,382
26,423
322,732
3.46%
3.46%
3.46%
$0.0447
$0.0699
$0.0910
2022
$
36,000
36,000
71,898
–
21,359
93,257
43 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
11. Other financial assets at fair value through profit and loss
Current
Quoted equity shares
Total
12. Other receivables
Non-current
Other receivables – bond
Total
13. Plant and equipment
Cost
Balance at 1 July 2021
Additions
Balance at 1 July 2022
Additions
Balance at 30 June 2023
Accumulated depreciation
Balance at 1 July 2021
Additions
Balance at 1 July 2022
Depreciation expense
Balance at 30 June 2023
Net book value
As at 30 June 2022
As at 30 June 2023
2023
$
2022
$
33,898
33,898
55,933
55,933
56,465
56,465
56,230
56,230
Motor vehicles at
cost
$
Furniture and
equipment at cost
$
110,209
–
110,209
8,445
118,654
9,085
25,282
34,367
20,893
55,260
75,842
63,394
69,567
26,941
96,508
497
97,005
21,562
33,141
54,703
22,916
77,619
41,805
19,386
Total
$
179,776
26,941
206,717
8,942
215,659
30,647
58,423
89,070
43,809
132,879
117,647
82,780
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
14. Capitalised exploration and evaluation expenditure
Balance at beginning of the financial year
Capitalised acquisition costs during the financial year (i)
Capitalised exploration expenditure during the financial year
R&D tax offset
Balance at end of the financial year
2023
$
2022
$
5,770,821
–
2,667,257
(271,382)
8,166,696
3,038,658
50,000
2,682,163
-
5,770,821
(i)
30 June 2022: Final cash payment for the balance 49% of the total area. On 23 July 2020 the Company executed a Tenement Sale Agreement with Thunder Metals
Pty Ltd (Thunder Metals) to acquire 80% legal and beneficial interest in the Tenements. On 7 October 2020 the Company elected to exercise the
Option and made a cash payment of $57,500 and issued 1,250,000 fully paid ordinary share to Thunder Metals. The Company will issue a further
1,250,000 fully paid shares upon grant of the presently ungranted Tenements representing not less than 51% of the total area and a final cash
payment of $50,000 for the balance 49% of the total area.
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the continuance of the Group’s right to tenure of the interest, the
results of future exploration and the successful development and commercial exploration, or alternatively, sale of the respective area of interest.
15. Current trade and other payable
64,723
120,358
37,448
222,529
212,564
143,565
53,702
409,831
51,518
51,518
50,025
50,025
Employee benefits
$
25,707
24,318
50,025
1,493
51,518
2023
$
33,910
33,910
Total
$
25,707
24,318
50,025
1,493
51,518
2022
$
81,805
81,805
Trade payables
Accruals
Other payables
Total
16. Provision
Current
Employee benefits
Total
Balance at 1 July 2021
Movement in provision
Balance at 1 July 2022
Movement in provision
Balance at 30 June 2023
17. Leases
Right-of-use asset
Non-current
Total
45 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
17 Leases (cont’d)
Balance at 1 July 2021
Additions
Depreciation expense
Balance at 1 July 2022
Additions
Depreciation expense
Balance at 30 June 2023
Lease liability
Current
Non-current
Total
Amounts recognised in profit or loss
Depreciation expense on right-of-use asset
Interest expense on lease liabilities
Total
18.
Issued capital
Building
$
62,518
97,612
(78,325)
81,805
36,254
(84,149)
33,910
2023
$
22,016
11,894
33,910
84,149
–
84,149
Total
$
62,518
97,612
(78,325)
81,805
36,254
(84,149)
33,910
2022
$
82,246
–
82,246
78,325
(865)
77,460
92,439,004 fully paid ordinary shares (2022: 70,681,743)
Total
11,291,192
11,291,192
10,700,692
10,700,692
2023
No.
$
2022
No.
Balance at beginning of the financial year
70,681,743
10,700,692
55,060,100
Issue of shares – Vendors for acquisition of tenements (i)
Issue of shares – Placement May and June 2022
Issue of shares – Placement March 2023
Issue of shares – Placement May 2023
Issue of shares – Placement June 2023
Share issue costs
–
–
7,440,000
2,260,000
12,057,261
–
–
–
1,250,000
14,371,643
372,000
113,000
361,718
(256,218)
–
–
–
–
$
8,268,845
243,750
2,443,179
–
–
–
(255,082)
Balance at end of the financial year
92,439,004
11,291,192
70,681,743
10,700,692
(i) On 16 September 2021 the Company issued shares for the acquisition of tenements on the grant of tenements.
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
19. Reserves
Movements in option reserve
Balance at the beginning of the financial year
Options issued during the financial year (Note 8)
Rights issue to other non-related parties
Options exercised / lapsed
Equity issue costs
2023
$
853,294
271,607
353,409
(10,585)
(73,623)
2022
$
752,726
100,568
–
–
–
Balance at the end of the financial year
1,394,102
853,294
Movements in performance rights reserve
Balance at the beginning of the financial year
Share-based payment expense (Note 8)
Balance at the end of the financial year
The balance of reserves is made up of:
Option reserve
Performance rights reserve
Total reserves
Nature and purpose
Option reserve
–
70,545
70,545
1,394,102
70,545
1,464,647
–
–
–
853,294
–
853,294
The option reserve recognises the fair value of options issued and valued using the Black-Scholes model.
Performance rights reserve
The performance rights reserve recognises the fair value of performance rights issued based on independent valuation and valued using the Hoadley’s
Hybrid ES0 valuation model.
Share options
(i) The following options were issued during the financial year to Directors, employees and other non-related parties.
Options series
Number
Grant date
Expiry date
Exercise price
38,693,334
18 Jul 2022
7,352,742
29 Aug 2022
13,700,000
16 May 2023
18 Jul 2024
18 Jul 2024
18 Jul 2024
29 Jul 2023
6 Mar 2024
$0.25 each
$0.25 each
$0.25 each
$0.25 each
16 Jun 2022
15 Jun 2025
$0.07 each
75,000
250,000
60,071,076
M2RO
M2RO
M2RO
OPT006
OPT007
47 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
19. Reserves (cont’d)
As at 30 June 2023, options over 70,796,076 (2022: 19,200,000) ordinary shares in aggregate are as follows:
Issuing entity
Miramar Resources Limited
Miramar Resources Limited
Miramar Resources Limited
Miramar Resources Limited
Miramar Resources Limited
Miramar Resources Limited
No of shares
under options
Class of shares
Options exercise
price
Options expiry
date
59,746,076
3,000,000
6,000,000
250,000
1,500,000
300,000
70,796,076
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
$0.25 each
$0.20 each
$0.25 each
$0.07 each
$0.27 each
$0.25 each
18 Jul 2024
26 Jun 2025
9 Oct 2023
15 Jun 2025
3 Nov 2025
6 Mar 2024
Share options are all unlisted, carry no rights to dividends and no voting rights. A total of 60,071,076 options were issued during the year. A total of
8,485,000 options lapsed during the year. Refer to note 8 Share-based payment for further details.
Performance rights
As at 30 June 2023, performance rights over 1,046,513 (2022: nil) ordinary shares in aggregate are as follows:
Issuing entity
Miramar Resources Limited
Miramar Resources Limited
Miramar Resources Limited
Note:
No of shares
under
performance
rights
366,280
366,280
313,953
1,046,513
Class of shares
Performance rights
exercise price
Performance
rights
expiry date
Ordinary Class A Milestone (i)
30 Jun 2025
Ordinary Class B Milestone (ii)
30 Jun 2025
Ordinary Class C Milestone (iii)
30 Jun 2025
(i) Class A Milestone will vest upon 12 months (up to 30 June 2023) of continuous service as a Director of the Company and achieving the absolute
total shareholder return (Absolute TSR) set out below:
Absolute TSR
= Market Price – Baseline Price + Dividend
Baseline Price
Market Price = the Volume Weighted Average Shares Price (VWAP) for the 5 Business Days to the closing price of Shares on the Expiry Date
Baseline Price = the VWAP for the 5 Business Days to the closing price of Shares on 1 July 2022, being the representation of the face value of the
issued
Dividend = any dividend received over the Performance Period
(ii) Class B will vest upon 12 months (up to the 30 June 2023) of continuous service as a Director of the Company and achieving the relative TSR set
out below:
Relative TSR
The Company’s TSR will be ranked against a peer group of companies over a three-year period. To measure performance and to determine the
vesting outcome:
TSR of the companies in the peer group is calculated;
a percentile analysis is done to determine the percentile performance of the group in terms of 50th to 75th percentile performance;
the Company’s TSR is calculated to determine what percentile in the peer group it relates to; and
this percentile determines how many Performance Rights will vest.
(iii) Class C Milestone will vest upon 12 months (up to the 30 June 2023) of continuous service as a Director of the Company and achieving the
exploration success set out below:
Exploration success
The Company announcing a JORC compliant Inferred Resource of ≥100,000 oz’s of gold or gold equivalent at its project(s).
Performance rights carry no rights to dividends and no voting rights. A total of 1,046,513 performance rights were issued during the year. Refer to
note 8 Share-based payment for further details.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
20. Accumulated losses
Balance at the beginning of the financial year
Loss attributable to members of the parent entity
Options lapsed
Balance at end of the financial year
21. Loss per share
Basic
Diluted
Basic and diluted loss per share
2023
$
(2,584,662)
(1,390,106)
9,027
2022
$
(1,209,426)
(1,375,236)
–
(3,965,741)
(2,584,662)
2023
cents per share
2022
cents per share
(1.90)
(1.90)
(2.37)
(2.37)
2022
$
The loss and weighted average number of ordinary shares used in the calculation of basic and diluted loss per share are as follows.
2023
$
Loss for the year
(1,390,106)
(1,375,236)
2023
No.
2022
No.
Weighted average number of ordinary shares for the purpose of basic loss per share
73,011,380
58,031,731
Effects of dilution from share options
Weighted average number of ordinary shares
adjusted for the effect of dilution loss per share
22. Commitments for expenditure
Exploration, evaluation & development (expenditure commitments)
Not longer than 1 year (i)
Total
–
–
73,011,380
58,031,731
2023
$
736,454
736,454
2022
$
661,984
661,984
(i) Due to the nature of this expenditure, in that the expenditure commitments may be reduced by the relinquishment of tenements, estimates
for the commitment have not been forecast beyond June 2024. However, should the Group continue to hold the tenements beyond this date
additional expenditure commitments would arise.
23. Joint operations
Name of project
Gidji (i)
Principal activity
Exploration
Interest
2023
%
80
2022
%
80
(i) The Company entered into a joint venture agreement with Thunder Metals Pty Ltd whereby Miramar (Goldfields) Pty Ltd retained a 80% interest
in the Gidji Project.
49 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
24. Segment reporting
The Group operates in the mineral exploration industry in Australia. For management purposes, the Group is organised into one main operating
segment which involves the exploration of minerals in Australia. All of the Group’s activities are interrelated and discrete financial information is
reported to the Board as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment.
Operating segments are identified and segment information disclosed on the basis of internal reports that are regularly provided to, or reviewed
by, the Group’s Chief Operating Decision Maker which, for the Group, is the Board of Directors. In this regard, such information is provided using
similar measures to those used in preparing the statement of profit or loss and other comprehensive income and statement of financial position.
25. Related party disclosure
(a)
Equity interests in related parties
Equity interests in subsidiaries
Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 4 to the financial statements.
Equity interests in joint operations
Details of the interests in joint operations are disclosed in note 23 to the financial statements.
(b) Key management personnel (KMP) remuneration
Details of KMP remuneration are disclosed in pages 14 to 18 and note 7 to the financial statements.
(c) Other transactions with related parties
Director transactions
There were no KMP transactions for the financial year.
(d)
Parent entity
The ultimate parent entity in the Group is Miramar Resources Limited.
26. Subsequent events
The following matter or circumstance has arisen since the end of the financial year which significantly affected or may significantly affect the
operations of the Group, the results of those operations, or state of affairs of the Group in future financial years:
(a)
Cancellation of options
On 3 July 2023, the Company cancelled 100,000 unlisted options exercisable at $0.25 each expiring 6 March 2024 previously issued to
employees upon cessation of the employment.
(b)
Issue of Shares for the Rights Issue
On 28 June 2023 the Company announced its intention to undertake an equity raising via a non-renounceable Rights Issue (Rights Issue).
The Rights Issue comprises a non-renounceable pro-rata Rights Issue of fully paid ordinary shares (Shares) on the basis of one (1) new
Share for every five (5) Shares to eligible shareholders.
On 24 July 2023, the Company completed the Rights Issue and issued 18,487,801 Shares to raise $544,634.
(c) General Meeting
On 10 August 2023 the Company held its General Meeting. All resolutions put to the meeting were carried by a poll.
(d)
Issue of shares for T2 Placement
On 21 June 2023 the Company announced that it will complete a capital raising at an issue price of $0.03 per Share to raise $1.5 million
(before cost) (the Placement). The Placement will be issued in two (2) tranches. Tranche one was completed on 28 June 2023, and
shareholder approval was received on 10 August 2023 for the issue of Tranche two (T2) Shares.
On 16 August 2023, the Company issued 37,942,739 Shares as completion of the T2 Placement to raise $1.14 million (before cost).
(e)
Issue of Broker Options
On 16 August 2023, the Company issued 25,000,000 unlisted options exercisable at $0.08 each expiring 16 August 2026 (Broker Options)
to Westar Capital Pty Ltd and its nominees following the receipt of shareholder approval on 10 August 2023.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
27. Notes to the statement of cash flows
(a)
Reconciliation of cash and cash equivalents
For the purposes of the statement of cash flows, cash and cash equivalents includes
cash on hand and in banks and investments in money market instruments, net of
outstanding bank overdrafts. Cash and cash equivalents at the end of the financial
period as shown in the statement of cash flows is reconciled to the related items in
the consolidated statement of financial position as follows:
Cash and cash at bank
Term deposit
Total
(b) Reconciliation of loss for the year to net cash flows used in operating activities
Loss for the year
Equity settled share-based payments
Depreciation of non–current assets
Depreciation of right of use assets
Changes in fair value of financial assets designated at fair value through profit or loss
Interest expense
Changes in net assets and liabilities
(Increase) / Decrease in trade and other receivables
(Decrease) / Increase in trade and other payables and provisions
2023
$
2022
$
401,574
–
401,574
(1,390,106)
129,401
43,809
84,149
22,034
–
36,314
(185,810)
2,585,733
750,000
3,335,733
(1,375,236)
100,568
58,423
78,325
30,508
865
(22,174)
82,296
Net cash used in operating activities
(c) Non-cash financing and investing activities
(1,260,209)
(1,046,425)
During the current year, the Group did not enter into any non-cash investing and financing activities which are not reflected in the
consolidated statement of cash flows.
28. Financial risk management objectives and policies
(a)
Financial risk management objectives
The Group manages the financial risks relating to the operations of the Group.
The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes although it
holds, at 30 June 2023, shares in other listed mining companies. The use of financial derivatives is governed by the Group’s Board of Directors.
The Group’s activities expose it primarily to the financial risks of changes in interest rates, but at 30 June 2023 it is also exposed to market
price risk. The Group does not enter into derivative financial instruments to manage its exposure to interest rate.
(b)
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the
basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are
disclosed in note 2 to the financial statements.
(c)
Interest rate risk management
The Group is exposed to interest rate risk as it places funds at both fixed and floating interest rates. The risk is managed by maintaining an
appropriate mix between fixed and floating rate products which also facilitate access to money.
51 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
28. Financial risk management objectives and policies (cont’d)
Cash flow sensitivity analysis for variable rate instruments
A change of 1 per cent in interest rates at the reporting date would have increased profit or loss by the amounts shown below. This analysis
assumes that all other variables remain constant. The analysis is performed on the same basis for 2022:
2023
Variable rate instruments
Cash flow sensitivity
2022
Variable rate instruments
Cash flow sensitivity
Profit or loss
Equity
1%
increase
1%
decrease
1%
increase
1%
decrease
3,629
3,629
29,412
29,412
(3,629)
(3,629)
(29,412)
(29,412)
–
–
–
–
–
–
–
–
The following table details the Group’s exposure to interest rate risk.
Weighted
average
effective
interest rate
%
Fixed maturity dates
Variable
interest rate
$
Less than
1 year
$
1 – 5
years
$
5+
years
$
Non-interest
bearing
$
Total
$
2023
Financial assets
Cash and
cash equivalents
Trade and
other receivables
Other financial assets
Other receivables
– non-current
Total
Financial liabilities
Trade and
other payables
Total
2022
Financial assets
Cash and
cash equivalents
Trade and
other receivables
Other financial assets
Other receivables
– non-current
Total
Financial liabilities
Trade and
other payables
Total
2.90%
362,885
0.00%
0.00%
–
–
1.07%
50,000
412,885
0.00%
–
–
0.58%
2,941,188
0.00%
0.00%
–
–
0.01%
50,000
2,991,188
0.00%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
38,689
401,574
322,732
322,732
33,898
33,898
6,465
56,465
401,784
814,669
222,529
222,529
222,529
222,529
394,545
3,335,733
93,257
55,933
93,257
55,933
6,230
56,230
549,965
3,541,153
409,831
409,831
409,831
409,831
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
28. Financial risk management objectives and policies (cont’d)
(ii)
Liquidity risk
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The following table details the Group’s non-derivative financial instruments according to their contractual maturities. The amounts disclosed
are based on contractual undiscounted cash flows.
2023
Trade and
other payables
Total
2022
Trade and
other payables
Total
(iii) Credit risk
Less than
6 months
$
6 – 12
months
$
1 – 2
years
$
2+
years
$
Total
$
222,529
222,529
409,831
409,831
–
–
–
–
–
–
–
–
–
–
–
–
222,529
222,529
409,831
409,831
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group
has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of
mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored.
The Group measures credit risk on a fair value basis.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar
characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit–ratings assigned by international
credit–rating agencies.
(iv) Market risk
Market risk is the potential for loss arising from adverse movements in the level and volatility of equity prices.
The Group’s listed equity investments are as detailed in note 11.
A 5 per cent increase at reporting date in the equity prices would increase the market value of the securities by $1,695 (2022: $2,797) and an
equal change in the opposite direction would decrease the value by the same amount. The increase/decrease would be reflected in equity
as these financial instruments are classified as available–for–sale. The increase/decrease net of deferred tax would be $1,254 (2022: $2,070).
(v)
Capital risk management
The Group’s policy is to endeavour to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. The Group sources any additional funding requirements from either debt or equity markets depending
on the market conditions at the time the funds are sourced and the purpose for which the funds are to be used. The Group is not subject to
externally imposed capital requirements.
53 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
29. Financial instruments
The fair value of financial assets and financial liabilities of the Group approximated their carrying amount. It does not include fair value information
for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. The table
below analyses financial instruments carried at fair value by value measurement hierarchy.
Quantitative disclosures fair value measurement
hierarchy as at 30 June
2023
Assets measured at fair value
Financial assets at fair value through profit and loss
(note 11):
Quoted equity shares (i)
Total
2022
Assets measured at fair value
Financial assets at fair value through profit and loss
(note 11):
Quoted equity shares (i)
Total
Quoted prices in
active market
(Level 1)
$
Significant
observable
inputs
(Level 2)
$
Significant
unobservable
inputs
(Level 3)
$
33,898
33,898
55,933
55,933
–
–
–
–
–
–
–
–
Total
$
33,898
33,898
55,933
55,933
The management assessed that cash and short-term deposits, trade receivables, trade payables and other current liabilities approximate their
carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets is included at the amount at
which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair value:
(i) Fair value of equity instruments and financial assets is derived from quoted market prices in active markets. Refer note 28(iv) for market price
risk impact.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the financial year ended 30 June 2023
30. Parent entity disclosures
The following details information related to the parent entity, Miramar Resources Ltd. The information presented here has been prepared using
consistent accounting policies as presented in note 2.
Results of the parent entity
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Financial position of parent entity at year end
Current assets
Non–current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total equity of the parent entity comprising of:
Share capital
Reserves
Accumulated losses
Total equity
2023
$
2022
$
(1,251,775)
(1,227,424)
–
–
(1,251,775)
(1,227,424)
731,640
6,414,957
7,146,597
273,173
11,894
285,067
11,291,192
1,464,647
(5,894,309)
6,861,530
3,219,520
4,165,100
7,384,620
482,195
–
482,195
10,700,692
853,294
(4,651,561)
6,902,425
(a) Guarantees entered into by the parent entity in relation to the debts of its subsidiary
The parent entity had not entered into any guarantees in relation to the debts of its subsidiary as at 30 June 2023 (2022: Nil).
(b)
Parent entity contingencies
The parent entity had no contingent liabilities as at 30 June 2023 (2022: Nil) other than disclosed in this financial report.
(c)
Commitments for the acquisition of property, plant and equipment by the parent entity
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 (2022: Nil) other than disclosed in this
financial report.
55 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
ADDITIONAL SHAREHOLDER INFORMATION
CAPITAL
as at 11 September 2023
Miramar Resources Limited issued capital is as follows:
Ordinary fully paid shares
At the date of this report there is a total of 923 shareholders holding 148,869,544 ordinary shares are:
Quoted ordinary fully paid shares
Ordinary fully paid shares at 30 June 2023
Issue of shares at $0.03 each under the Rights Issue Offer and Shortfall Offer
Issue of shares at $0.03 each under Tranche 2 Placement to investors and a Director
Ordinary fully paid shares at the date of this report
End of escrow period
Number of shares
N/A
92,439,004
92,439,004
18,487,801
37,942,739
148,869,544
At a general meeting of shareholders:
(a) on a show of hands, each person who is a member or sole proxy has one vote; and
(b) on a poll, each shareholder is entitled to one vote for each fully paid share.
SUBSTANTIAL SHAREHOLDERS
Miramar Resources Limited has the following substantial shareholders:
Name
XGS Pty Ltd (Group)
Faraday Nominees Pty Limited & Lesamourai Pty Ltd (Group)
TOP 20 HOLDERS OF ORDINARY SHARES
Number of shares
Percentage of issued capital
13,928,344
9,600,000
9.36%
6.45%
Rank Name
Units
% of Issued Capital
1
2
3
4
5
6
7
8
9
10
10
11
12
13
14
15
16
17
18
19
20
XGS Pty Ltd (Group)
Faraday & Lesamourai (Group)
Valorem Capital (Group)
Mr Roger Blake & Mrs Erica Lynette Blake
Ice Lake Investments Pty Ltd
St Barnabas & Payzone (Group)
Goldfire Enterprises Pty Ltd
Capretti Investments Pty Ltd
Solequest Pty Ltd
Corridor Nominees Pty Ltd
Mandevilla Pty Ltd
Mr Toby Peter Jefferis
Chowder Bay Pty Ltd
Mr Robert John Reynolds & Mrs Kellie-Anne Reynolds
Mr Rohan Charles Edmondson
Charlton WA Pty Ltd
P & P Prunster Pty Ltd
TT Nicholls Pty Ltd
Mr Christopher Bryan James Achurch
Mrs Nicole Larise Oakes
Buprestid Pty Ltd
13,928,344
9,600,000
7,399,999
3,600,000
3,500,000
3,007,706
2,903,348
2,866,667
2,190,966
2,082,679
2,082,679
1,920,000
1,800,000
1,656,842
1,630,202
1,577,511
1,562,920
1,500,000
1,350,000
1,315,487
1,300,000
9.36%
6.45%
4.97%
2.42%
2.35%
2.02%
1.95%
1.93%
1.47%
1.40%
1.40%
1.29%
1.21%
1.11%
1.10%
1.06%
1.05%
1.01%
0.91%
0.88%
0.87%
Total of Top 20 holders of ORDINARY SHARES
68,775,350
46.21%
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 56
ADDITIONAL SHAREHOLDER INFORMATION
RANGE OF SHARES
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – 9,999,999
Total
UNMARKETABLE PARCELS
Minimum $500.00 parcel at $0.048 per unit
Options
Holders
23
161
122
415
202
923
Minimum parcel size
10,417
Units
7,881
469,459
988,124
16,408,041
130,996,039
148,869,544
Holders
311
% Issued Capital
0.01%
0.32%
0.66%
11.02%
87.99%
100.00%
Units
1,516,816
At the date of this report there are a total of 212 listed option holders holding 59,746,076 unissued ordinary shares and 28 unlisted option holders holding
35,950,000 unissued ordinary shares in respect of which options are outstanding. The number of options at the date of this report are:
Number of option holders
Number of options
Balance at the beginning of the year
Movements of share options during the year
Issued at $0.25 each expiring 3 November 2025
Issued at $0.48 each expiring 6 March 2024
Balance at 30 June 2023
Issued at $0.25 each expiring 18 July 2024
Cancellation of options expiring 6 March 2024
Issued at $0.25 each expiring 6 March 2024
Issued at $0.25 each expiring 18 July 2024
Total number of options outstanding at the date of this report
The listed and unlisted options do not carry voting rights at a general meeting of shareholders.
TOP 20 HOLDERS OF LISTED OPTIONS
Rank Name
1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
Faraday & Lesamourai (group)
Mr Roger Blake & Mrs Erica Lynette Blake "
XGS Pty Ltd (Group)
Buprestid Pty Ltd
St Barnabas & Payzone (Group)
Zenix Nominees Pty Ltd
Mr Glenn Raymond Skender
Straight Lines Consultancy Pty Ltd
Mr Glen Goulds
PAC Partners Securities Pty Ltd
KJLA Pty Ltd
Mr George Skaltsis
Munrose Investments Pty Ltd
Prof Terry Stirling Walter
Mr Barry Francis Cronin & Mrs Kerry Anne Cronin
Mr David Ian Raymond Hall & Mrs Denise Allison Hall
Dealaccess Pty Ltd
57 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
41
190
(2)
236
(1)
5
5
240
Units
7,000,000
7,000,000
5,647,765
5,600,000
4,260,110
3,733,750
2,304,489
1,856,690
1,367,500
1,114,639
1,000,000
700,000
650,000
600,000
577,976
547,500
527,907
19,210,000
1,500,000
450,000
19,210,000
38,693,334
(150,000)
75,000
7,352,742
95,696,076
% of Issued
Listed Options
11.72%
11.72%
9.45%
9.37%
7.13%
6.25%
3.86%
3.11%
2.29%
1.87%
1.67%
1.17%
1.09%
1.00%
0.97%
0.92%
0.88%
ADDITIONAL SHAREHOLDER INFORMATION
Rank Name
17
18
19
20
Mr Robert John Wilkinson & Mrs Gloria Maria Wilkinson
Mr Toby Peter Jefferis
Ll&P Pty Ltd
Lionshead Consultants Limited
Units
500,000
475,000
472,500
458,824
% of Issued
Listed Options
0.84%
0.80%
0.79%
0.77%
Total of Top 20 holders of LISTED OPTIONS
46,394,650
77.65%
RANGE OF LISTED OPTIONS
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – 9,999,999
Total
Performance Rights (PRs)
Holders
4
22
18
105
66
215
Units
1,674
59,121
132,140
4,619,129
54,934,012
59,746,076
% Issued Listed Options
0.01%
0.09%
0.22%
7.73%
91.95%
100.00%
At the date of this report there are a total of 2 PRs holders holding 1,046,513 unissued ordinary shares in respect of which PRs are outstanding. The number
of PRs at the date of this report are:
Balance at the beginning of the year
Movements of PRs during the year
Issued PR Class A, B, and C expiring 30 June 2025
Balance at 30 June 2023
Total number of PRs outstanding at the date of this report
The PRs do not carry voting rights at a general meeting of shareholders.
On-market buy-back
There is no current on-market buy-back.
Securities exchange listing
Number of PRs holders
Number of PRs
–
2
2
2
–
1,046,513
1,046,513
1,046,513
The Company’s ordinary shares are listed on the Australian Securities Exchanger. The Company’s ASX code for quoted ordinary shares is M2R.
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 58
ADDITIONAL SHAREHOLDER INFORMATION
Tenement Number
Project: Glandore
Interest
%
Status
E25/544
E25/611
P25/2381
P25/2382
P25/2383
P25/2384
P25/2385
P25/2386
P25/2387
P25/2430
P25/2431
P25/2465
Project: Bangemall
E08/3176
E08/3177
E08/3195
E08/3196
E08/3284
E08/3498
E09/2484
E09/2647
E52/3893
Project: Carnarvon Sands
E09/2784
E09/2785
100
0
100
100
100
100
100
100
100
100
100
100
0
0
0
0
0
0
100
100
100
0
0
Live
Pending
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Pending
Pending
Pending
Pending
Pending
Pending
Live
Live
Live
Pending
Pending
TENEMENTS
The projects are constituted by the following tenements:
Tenement Number
Project: Gidji JV
Interest
%
Status
E24/225
E26/214
E26/225
P24/5439
P26/4221
P26/4222
P26/4527
P26/4528
P26/4529
P26/4530
P26/4531
P26/4532
P26/4533
P26/4534
Project: Lakeside
E21/212
Project: Lang Well
E59/2377
E59/2718
Project: Randalls
E25/596
E25/617
E25/622
E25/623
E25/624
E25/625
E25/626
80
80
80
80
80
80
80
80
80
80
80
80
80
80
0
100
0
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Pending
Live
Pending
100
Live
0
0
0
0
0
0
Pending
Pending
Pending
Pending
Pending
Pending
Project: Whaleshark
E08/3166
100
Live
59 MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023
ADDITIONAL SHAREHOLDER INFORMATION
MIRAMAR RESOURCES LIMITED ANNUAL REPORT 2023 60