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Latitude Consolidated LimitedAnnual Report
31 December 2023
ABN 74 632 150 817
Annual Report31
December 2021
Revision: 1
Date Issued: 00/00/
TABLE OF CONTENTS
Corporate Directory ...................................................................................................................................................... 2
Director’s Report .......................................................................................................................................................... 3
Consolidated Statement of Profit and Loss and Other Comprehensive Income ........................................................ 20
Consolidated Statement of Financial Position ............................................................................................................ 21
Consolidated Statement of Changes in Equity ........................................................................................................... 22
Consolidated Statement of Cash Flows ...................................................................................................................... 23
Notes to the Consolidated Financial Statements ....................................................................................................... 24
Directors’ Declaration ................................................................................................................................................. 40
Auditor’s Independence Declaration .......................................................................................................................... 41
Independent Auditor’s Report .................................................................................................................................... 42
ASX Additional Information ........................................................................................................................................ 46
Important Information and Disclaimers .................................................................................................................... 48
| 1 | Annual Report - 31 December 2023
CORPORATE DIRECTORY
DIRECTORS AND OFFICERS
Bradley Drabsch (Non-Executive Chairman)
Ben Pearson (Managing Director & CEO)
Aaron Bertolatti (Finance Director and Company Secretary)
REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS
Level 12, 197 St Georges Terrace
PERTH WA 6000
SHARE REGISTRY
Computershare Investor Services Pty Ltd
Level 17, 221 St Georges Terrace
PERTH WA 6000
AUDITORS
BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower 2,
5 Spring Street
PERTH WA 6000
STOCK EXCHANGE
Australian Securities Exchange (ASX)
(Home Exchange: Perth, Western Australia)
ASX Code: MEG
WEBSITE
www.megadominerals.com
| 2 | Annual Report - 31 December 2023
DIRECTORS REPORT
The Directors present their report for Megado Minerals Limited (“Megado” or “the Company”) and its subsidiaries (“the Group”) for
the financial year ended 31 December 2023.
DIRECTORS
The names of the Directors of Megado during the financial year and to the date of this report are:
▪ Bradley Drabsch (Non-Executive Chairman)
▪ Ben Pearson (Managing Director & CEO) - appointed 16 February 2023
▪ Aaron Bertolatti (Finance Director and Company Secretary)
▪ Michael Gumbley (Non-Executive Director) - resigned 5 December 2023
▪ Chris Bowden (Non-Executive Director) - resigned 16 February 2023
▪ Greg Schifrin (Non-Executive Director) - resigned 16 February 2023
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
DIRECTORS’ INFORMATION
Bradley Drabsch - BSc (Hons), FSEG, MAIG
Non-Executive Chairman – appointed 1 February 2020
Brad is a qualified geologist with over 21 years’ experience in the mineral exploration industry. Brad has acted as Managing Director,
Director and Exploration Manager along with technical roles in his earlier career. Mr Drabsch has previously acted as Managing Director
of DiscovEx Resources Limited (ASX:DCX) and Trek Metals Ltd (ASX:TKM) and was a founding Director of Centrepeak Resources Group
Pty Ltd (CRG).
Ben Pearson - MAppSc
Managing Director & CEO – appointed CEO on 13 June 2022, appointed Managing Director on 16 February 2023
Ben has 18 + years’ experience in industry specialising in ESG, environmental and social impact assessment, pollution control and
environmental remediation. His management experience involves senior positions with non-government organisations, environmental
regulators, consultancy, academia, and private industry. Ben has project managed several large-scale infrastructure projects throughout
his environmental career including regional water supply schemes, open cut and underground coal mines, wastewater treatment
facilities and major road projects. In 2018, Ben established Oteba Pty Ltd to provide specialist ESG advice for junior mining companies.
Aaron Bertolatti - B.Com, CA, ACG
Finance Director and Company Secretary – appointed 8 March 2019
Aaron is a qualified Chartered Accountant and Company Secretary with over 17 years’ experience in the mining industry and accounting
profession. Aaron has both local and international experience and provides assistance to a number of resource companies with financial
accounting and stock exchange compliance. Aaron has significant experience in the administration of ASX listed companies, corporate
governance and corporate finance.
Michael Gumbley - B.Com, B.S.F.S, M.Sc.
Managing Director – appointed 8 March 2019, resigned 5 December 2023
Michael has over 19 years’ international finance experience as Chief Financial Officer and Operations Financial Manager with aid and
not-for-profit organisations. Michael has a deep understanding and experience in negotiating, collaborating and delivering projects in
developing nations in Africa and Asia, where he collaborated with local partners, government, and other institutions to successfully
deploy over US$60 million in developing more than 6,000 charitable water projects.
Chris Bowden - PhD, GCMEE, FAusIMM(CP), FSEG
Executive Director – appointed 1 February 2020, resigned 16 February 2023
Chris is a geologist with over 25 years working globally, throughout Asia, Africa, and the Americas. Chris is focused on front end discovery
and definition and has been involved in a number of successful mineral deposit discoveries, generating positive value growth for
stakeholders.
| 3 | Annual Report - 31 December 2023
Greg Schifrin
Non-Executive Director – appointed 15 June 2022, resigned 16 February 2023
Greg has extensive experience in the North American exploration and mining space having led numerous listed and private ventures
over his extensive career. Greg has worked as a geologist and manager for over 30 years in the mining and mineral exploration industry
and has provided technical services and project management for major and junior mining companies. He is a registered professional
geologist in the State of Washington.
DIRECTORSHIPS OF OTHER LISTED COMPANIES
Directorships of other listed companies held by current directors in the 3 years immediately before the end of the financial year are as
follows:
Director
Company
Period of Directorship
Bradley Drabsch
Aaron Bertolatti
Jade Gas Holdings Limited (ASX: JGH)
Discovex Resources Limited (ASX: DCX)
Future Metals NL (ASX: FME)
Fin Resources Limited (ASX: FIN)
Director from April 2019 to January 2022
Director from December 2019 to April 2021
Director from June 2018 to July 2022
Director since February 2023
INTERESTS IN THE SECURITIES OF THE COMPANY
As at the date of this report, the interests of the Directors in the securities of Megado are:
Director
Ordinary Shares
Bradley Drabsch
Ben Pearson
Aaron Bertolatti1
1,302,778
222,222
3,218,056
Options –$0.10 each,
expiring 1-Mar-2027
1,200,000
1,000,000
1,200,000
Options –$0.20 each,
expiring 27-Oct-2024
750,000
-
400,000
Options –$0.15 each,
expiring 30-Jun-2027
-
2,500,000
-
1 Aaron Bertolatti is Director and minority shareholder (<3.5%) of Profusion Discovery Fund Limited which holds 3,500,000 Ordinary
Shares.
RESULTS OF OPERATIONS
The Company loss after providing for income tax amounted to $1,365,163 for the year ended 31 December 2023 (31 December 2022:
$7,761,851).
DIVIDENDS
No dividends were paid or declared. The directors do not recommend the payment of a dividend.
CORPORATE STRUCTURE
Megado is a company limited by shares, which is incorporated and domiciled in Australia.
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
Megado is an ASX listed mineral exploration company with a portfolio of exploration assets that underpin growth and provide
exceptional opportunities for the Company with a focus on adding value through cost effective exploration and discovery. Concurrent
with progressing its North American projects, the Company is continually evaluating additional exploration and development projects
globally to add to its current portfolio.
REVIEW OF OPERATIONS
North Fork Rare Earth Project
The North Fork Rare Earth Project is in Lemhi County, Idaho (USA) approximately 40 km north-west of Salmon in the Salmon-Challis
National Forest (Figure 1). The project contains multiple carbonatite-hosted, high-grade, REE mineralised veins observed at surface
across several prospects. During the reporting period, the company acquired 22 new claims for the North Fork Project and 48 new
claims in the vicinity of Johnson Creek, Montana (USA). The Johnson Creek claims were subsequently dropped following receipt of
laboratory assay results. The 22 new claims at North Fork included extensions to land surrounding prospect areas Radiant (17 new
claims) and Jackpot (5 new claims). New claims at Jackpot were supported by historical surface sampling with results up to 23.56% TREE
(refer to ASX Announcement dated 17 January 2023). New claims at Radiant provided additional coverage over historically mapped
carbonatites. Carbonatites are known to host REE mineralisation.
| 4 | Annual Report - 31 December 2023
Following acquisition of new ground, the total number of claims at North Fork increased to 526 claims and encompasses an area of
approximately 45km2.
Assay results were received from 27 rock samples collected from the North Fork Project and from initial reconnaissance sampling at
Johnson Creek. Selected sampling results (TREE >1%) are shown in Table 1. Highlights include two (2) high-grade rock samples from the
Silver King prospect which returned up to 15.85% TREE (2.79% Nd-Pr) and 12.81% TREE (2.22% Nd-Pr). These represent the highest
TREE results reported from Silver King to date.
Table 1: Selected Rock Sample Assays for North Fork Rare Earth Project Collected in October-
November 2022 (Sample assays < 1.0 % TREE are excluded).
Sample #
Easting
Northing
TREE (%)
Nd-Pr (%)
253504
253505
253503
253511
253506
715504
715495
715504
718082
715498
5036855
5036845
5036866
5032222
5036750
15.85
12.81
5.07
5.00
3.79
2.79
2.22
0.82
0.82
0.62
Prospect
Silver King
Silver King
Silver King
Jackpot
Silver King
Note: Coordinates system WGS84 Zone 11N
Figure 1: North Fork Rare Earth Project, located within the highly prospective REE belt in Idaho.
| 5 | Annual Report - 31 December 2023
The Company later acquired historical geophysics data from a 2011 survey of the North Fork project area. Geophysics provided a level
of detail not previously seen and strongly supported field observations. Carbonatite source intrusive bodies are generally non-magnetic
in relation to their host rocks, as such show low Total Magnetic Index (TMI) values (Figure 2). Interpretation of the TMI data appears to
show several possible carbonatite intrusive centres in the project.
These centres occur in known prospect areas and also at several new prospect areas (Figure 2). Several structural trends are observed
in conjunction with the carbonatite intrusive centres. These structures appear to either radiate from the centres and/or occur in parallel
with them and where they have been mapped and sampled, appear coincident with REE mineralised carbonatite dykes at surface. The
geophysics clearly shows multiple, parallel, and radiating structures with significant combined strike extent throughout the North Fork
property, and these will form the focus for upcoming field work to ground truth these structures more completely.
Figure 2: Total magnetic intensity for the bulk of the North Fork Project area showing several magnetic lows (possible carbonatite intrusive centres)
within a broader strong north-west dominant structural fabric that hosts known REE mineralisation.
Geophysics data for North Fork was supported by a detailed airborne hyperspectral survey (undertaken by Theia-X). The survey revealed
several previously unidentified carbonatite outcrops (see Figure 3). Most new outcrops appeared to be coincident with the geophysics
targets (see ASX Release 29 March 2023). The majority of the newly identified carbonatites remain unsampled; and where sampled
show high grades for REE’s (see Figure 3).
| 6 | Annual Report - 31 December 2023
Figure 3: Results of hyperspectral survey conducted over the North Fork project area.White pixels represent areas of
carbonatite determination with major trends highlighted in white ovals.
Megado continues to progress permitting activities for an inaugural drill program at the Silver King prospect, with a permit anticipated
ahead of the 2024 field season.
Cyclone Lithium Project
The Cyclone Lithium Project in the James Bay region, Quebec includes 302 claims and encompasses 130km2 (Figure 4). Cyclone is
centered on the Aquilon Greenstone Belt and is prospective for lithium, massive nickel sulphides, and orogenic gold.
Figure 4: Location of Megado’s Cyclone Project and K Lithium Project in the James Bay region, Quebec, Canada
| 7 | Annual Report - 31 December 2023
Prior to commencing fieldwork, two independent remote sensing investigations were undertaken to identify possible pegmatite
occurrences and prioritize areas for ground-truthing. Remote sensing included a detailed interpretation of hyperspectral imagery
(undertaken by Terra Resources) and a structural/topographic analysis (undertaken by Geosense). Several pegmatites interpreted by
Geosense overlapped with spectral targets identified by Terra Resources. A compilation of the combined datasets was used to identify
priority targets for ground truthing (see Figure 5). Based on these results, Megado planned 60 field-based traverses for the 2023 field
season.
Figure 5: Cyclone Project with multiple targeting datasets, highlighting priority areas for follow-up fieldwork.
Fieldwork for the Cyclone Project was originally due to commence in mid-June 2023. However, extensive wildfires throughout Quebec
resulted in a 6-week delay. Fieldwork eventually commenced in late August 2023 and was led by Dahrouge Geological Consulting (DGC).
Logistical constraints arising from the fires curtailed initial exploration efforts and as a result, only 18 of the planned 60 traverses (30%)
were completed. Despite this, 41 pegmatite targets were discovered. Where pegmatites were observed, they were sampled and
dispatched for laboratory analysis.
Sixty-three (63) rock samples were analysed for a multi-element suite with a focus on Fertility Ratios (K/Rb, Nb/Ta, and Zr/Hf). Ratios of
these elements are known to indicate magmatic fractionation and hydrothermal alteration processes and are used to determine which
rocks have potential to host incompatible elements (e.g. lithium). An analysis of these geochemical ratios for all 63 rock chip samples is
shown in Figure 6.
| 8 | Annual Report - 31 December 2023
Figure 6: (Top Left) K/Rb vs Nb/Ta fertility ratios. Samples with <270 K/Rb and <5 Nb/Ta are indicative of hydrothermally altered
granites/pegmatites (fertile samples in orange box). (Top Right) K/Rb vs Li2O fertility ratios. Samples with <270 K/Rb are prospective for lithium
mineralisation (samples below orange line). Peak lithium result = 0.018% Li2O. (Bottom Left) K/Rb vs Ta fertility ratio. Samples show a downward
trend to lower K/Rb ratios vs higher Ta values, indicating increasing fractionation trend - higher the fractionation, higher the prospectivity for lithium
mineralisation. (Bottom Right) Nb/Ta vs Zr/Hf fertility ratios. Samples that show <18 Zr/Hf and <5 Nb/Ta ratios have higher prospectivity for lithium
mineralisation (fertile samples in orange box).
Of the 63 rock samples collected, 29 samples (46%) show a fertility ratio of <5 Nb/Ta – this is a primary Fertility Ratio indicative of
mineralised versus barren granites for lithium mineralisation. Eight (8) samples (13%) show a combined <270 K/Rb, and <5 Nb/Ta, and
<18 Zr/Hf ratios. These 8 samples with prospective combined Fertility Ratios highlight the prospectivity for lithium potential in the
project area. These 8 samples cluster in the northwest and in the southeast of the Cyclone property, presenting two distinct areas (of
the 30% currently traversed) for potential drill targeting lithium pegmatites (see Figure 7).
It is anticipated that additional traverses (ca. 70% of the remaining project area) are statistically likely to also identify additional fertile
areas for possible drill targeting. Exploring these remaining areas is a priority in 2024.
| 9 | Annual Report - 31 December 2023
Figure 7: Map of Cyclone Project, highlighting the two distinct areas in the NW and SE that geochemically show highly prospective Fertility Ratios for
lithium mineralisation (blue). Map also showing overlay of DGC traverses completed (18 of 60 planned), and areas remaining with numerous targets
yet to be ground-truthed and sampled.
K Lithium Project
The K Lithium Project is in Quebec’s James Bay region 10 km east of the James Bay Road / Billy-Diamond Highway, ca. 90km south of
Raddison, on Lac Kaychikutinaw (see Figure 4). The Project initially included 35 claims (16km2) within the La Grande Sub province.
Locally, rocks are granitic intrusions of the ‘Vieux Comptoir Granitic Suite’. This suite comprises 3 subdivisions including ‘Suite 3:
Spodumene Granite’ – the exact host rock (nAvcr3) for lithium mineralisation on several known deposits/occurrences in James Bay
region including Corvette (TSXV: PMET), Cancet, Adina (ASX: WR1), Mia 1&2 (TSXV: QTWO). Megado later sought to add to its initial 35
claims by adding an additional 37 non-contiguous claims to the project representing an area of approximately 9 km2 (see Figure 8).
Field work at the K Lithium Project was undertaken in mid-October 2023 and consisted of helicopter reconnaissance and field traverses,
with rock sampling, focusing on historical occurrences of lithium bearing pegmatites. Fifty-five (55) surface-based rock samples were
collected. The lithologies noted in the area ranged from intrusive felsic rocks (alkali-feldspar granite, granite, granodiorite, and
pegmatite) to metamorphic rocks (amphibolite and paragneiss), with one occurrence of wacke. Forty-nine (49) samples were collected
from pegmatite outcrops, and the remainder of the samples were collected from pegmatitic zones within heterogeneous granite or
granodiorite. One (1) pegmatite outcrop contained 5% amazonite, three (3) contained trace tourmaline, and eight (8) contained trace
muscovite.
| 10 | Annual Report - 31 December 2023
Figure 8: K Lithium Project – Initial 35 claims (central area) and subsequent 37 claims.With historical work (dataset from
SIGEOM).
Corporate
Cyclone Lithium Project Acquisition Completed
Megado completed its acquisition of 100% of the Cyclone Lithium Project in Quebec, Canada in April 2023. The consideration paid by
the Company for the acquisition included:
• A cash payment of CA$250,000 (excluding GST).
• 45,000,000 fully paid ordinary shares (Consideration Shares) subject to the following escrow restrictions:
a. 10% of the Consideration Shares (4,500,000 Shares) will be freely tradeable from the date of issue.
b. 45% of the Consideration Shares (20,250,000 Shares) will be subject to 6 months escrow from the date of issue.
c. 45% of the Consideration Shares (20,250,000 Shares) will be subject to 12 months escrow from the date of issue.
• 7,000,000 options to acquire fully paid ordinary shares in the capital of the Company, exercisable at AUD$0.10 on or before the date
that is three (3) years after the date of issue; and
• A 2% net smelter royalty over minerals extracted from the Project.
K Lithium Project Acquisition Completed
Megado completed its acquisition of 100% of the K Lithium Project in Quebec, Canada in September 2023. The consideration paid by
the Company for the acquisition included:
• A cash payment of CAD$30,000 (excluding any applicable excise taxes).
• 6,000,000 options to acquire fully paid shares in the capital of the Company, exercisable at AUD$0.08 on or before the date that is
three (3) years from the date of issue.
• A 2% net smelter royalty over all minerals extracted from the Project other than lithium and lithium products which will attract a 2%
gross overriding royalty.
| 11 | Annual Report - 31 December 2023
Capital Raising
The Company conducted a capital raising through a conditional placement to professional and sophisticated investors of 60,000,000
shares at an issue price of $0.045 per share to raise $2.7m (before costs) (Placement).
CPS Securities Limited (CPS) acted as Lead Manager to the Placement. The Company paid CPS the following capital raising fees:
1. A management fee of 2% for managing the placement, to be paid in cash (A$54,000 plus GST); and
2. A placement fee of 4% for funds raised via the placement, to be paid in shares (2,400,000 shares).
In consideration for the provision of corporate advisory services associated with facilitating the acquisition, Megado entered into a
mandate with Corporate Advisory Pty Ltd, a non-related party of the Company, pursuant to which the Company issued 4,000,000 fully
paid ordinary shares in the Company (“Corporate Advisory Shares”).
Board and Management Changes
Managing Director Appointment
Ben Pearson, was appointed Managing Director of the Company on 16 February 2023. The key terms of remuneration were as follows:
1. Base salary of A$264,000 per annum.
2. Termination notice period of 3 months by either party or by the Company paying the equivalent of 3 months' notice in lieu of
service; and
3. The issue of 1,000,000 unlisted incentive options, exercisable at $0.10 and with an expiry date of 1 March 2027.
Director Resignations
On 16 February 2023, Chris Bowden resigned as a Non-Executive Director. Chris remains with the Company on a full-time basis as Chief
Geologist. He will be responsible for advancing all aspects of the Company’s technical operations including exploration, development
of existing projects and identification of new project opportunities. On the same day Gregory Schifrin stepped back from his role as a
Non-Executive Director but remains engaged with Megado as a consultant on an as needs basis.
In December 2023, the Company announced the retirement of Michael Gumbley from the Board, reducing the composition of the Board
to the statutory minimum of three directors.
Director and Employee Incentive Securities
As a result of a remuneration review for the 2023 calendar year, the Megado board resolved to complete an issue of incentive options
to key personnel and employees. The Company issued 5,000,000 unlisted incentive options (Incentive Options) which will comprise of
the following:
1. 1,350,000 Incentive Options, exercisable at $0.10 and with an expiry date of 1 March 2027, issued under the Company’s Incentive
Option Plan (refer to ASX release dated 23 October 2020 for full terms of the plan); and
2. 3,650,000 Incentive Options, exercisable at $0.10 and with an expiry date of 1 March 2027, issued to Directors (approved by
shareholders at a general meeting held on 19 April 2023).
Share Issue
On 21 February 2023, the Company issued 5,555,555 shares as consideration for digital marketing services to be provided over a period
of 30 months.
Option Expiry
The following unlisted options expired unexercised on 30 June 2023:
Number
Exercise Price $
Expiry Date
1,000,000 unlisted options over fully paid ordinary shares (ASX: MEGAK)
A$0.25 per option
30 June 2023
1,000,000 unlisted options over fully paid ordinary shares (ASX: MEGAL)
A$0.30 per option
30 June 2023
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the Group during the financial year, other than as set out in this report.
| 12 | Annual Report - 31 December 2023
SIGNIFICANT EVENTS AFTER THE REPORTING DATE
Director Resignations
On 16 February 2024, the Company advised the impending departure of Managing Director & Chief Executive Officer (CEO), Ben
Pearson. Mr Pearson provided the Company with 3 months’ notice and will step down from his role on 16 May 2024. Mr. Pearson
continues to assist with the execution of the Company’s exploration strategy during his notice period.
No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
ENVIRONMENTAL ISSUES
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State Law. The operations of
the Group are presently subject to environmental regulation under the laws of the USA, Canada and Ethiopia. The Group is, to the best
of its knowledge, at all times in full environmental compliance with the conditions of its licences.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has made an agreement indemnifying all the Directors and officers of the Company against all losses or liabilities incurred
by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted by the Corporations Act
2001. The indemnification specifically excludes wilful acts of negligence.
INDEMNIFICATION AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial period, indemnified or agreed to indemnify the auditor of the Company
or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect
of a contract to insure the auditor of the company or related entity.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
company for all or part of those proceedings.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Directors have excluded from this report any further information on the likely developments in the operations of the Company and
the expected results of those operations in future financial years, as the Directors believe that it would be speculative and prejudicial
to the interests of the Company.
MATERIAL BUSINESS RISKS
The Group considers the following to be the key material business risks:
(i) Access to and dependence on capital raisings
(ii) Exploration risks
(iii) Geopolitics (Canada)
(iv) Environmental
Future capital requirements
Mineral exploration companies (including the Company) do not generate cash revenue. The Company's ability to meet its on-going
operating costs and expenditure requirements will ultimately involve expenditure that exceeds the estimated cash resources.
Accordingly, the Company will be required to raise new equity capital or access debt funding. There can be no assurance as to the levels
of future borrowings or further capital raisings that will be required to meet the aims of the Company to explore and develop its projects
or otherwise for the Company to undertake its business. No assurance can be given that the Company will be able to procure sufficient
funding at the relevant times on the terms acceptable to it.
Any additional equity financing will dilute Shareholders, and debt financing, if available, may involve restrictions on financing and
operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its
operations and scale back its exploration programmes as the case may be. There is no guarantee that the Company will be able to
secure any additional funding or be able to secure funding on terms favourable to the Company.
| 13 | Annual Report - 31 December 2023
Risk of failure in exploration, development or production
Payment of compensation is ordinarily necessary to acquire participating interests. Also, surveying and exploratory drilling expenses
(exploration expenses) become necessary at the time of exploration activities for the purpose of discovering resources. When resources
are discovered, it is necessary to further invest in substantial development expenses. There is, however, no guarantee of discovering
resources on a scale that makes development and production feasible. The probability of such discoveries is considerably low despite
various technological advances in recent years, and even when resources are discovered the scale of the resource does not necessarily
make commercial production feasible. For this reason, the Company conservatively recognizes expenses related to exploration
investment in our consolidated financial statements.
To increase recoverable resources and production, the Company plans to always take an interest in promising properties and plans to
continue exploration investment. Although exploration and development (including the acquisition of interests) are necessary to secure
the resources essential to the Company’s future sustainable business development, each type of investment involves technological and
economic risks, and failed exploration or development could have an adverse effect on the results of the Company’s operations.
Overseas business activities and country risk (geopolitical risk)
The Company engages in exploration activities outside of Australia, mainly in North America. The success of the Company’s operation
depends on the political stability in this country and the availability of qualified and skilled workforce to support operations. While the
operations of the Company in this country is currently very stable, a change in the government may result in changes to the foreign
investment laws and these assets could have an adverse effect on the Company’s operational results. To manage this risk, the Company
ensures that all significant transactions in these countries are supported by robust contracts between the company and third parties.
We have a system in place for parent company level to continuously check the country risk management before any significant
investment is made. Furthermore, we have developed a mechanism to counter legal risk, where foreign subsidiaries and management
can receive appropriate legal guidance regarding matters such as important agreements and lawsuits in foreign locations.
Environmental
The minerals and mining industry has become subject to increasing environmental regulations and liability. The potential for liability is
an ever-present risk. The operations and proposed activities of the Company are subject to State and Federal laws, regulations and
permits concerning the environment. If such laws are breached or modified, the Company could be required to cease its operations
and/or incur significant liabilities including penalties, due to past or future activities. As with most exploration operations, the
Company’s activities are expected to have an impact on the environment.
There are certain risks inherent in the Company’s activities which could subject the Company to extensive liability. The cost and
complexity in complying with the applicable environmental laws and regulations may affect the viability of potential developments of
the Company's projects, and consequently the value of those projects, and the value of the Company's assets. It may be required for
the Company to conduct baseline environmental studies prior to certain exploration or mining activities, so that environmental impact
can be monitored and minimised where ever possible. No baseline studies have been done to date, and a discovery of endangered flora
or fauna could, for example, prevent exploration and mining activity in certain areas.
MEETINGS OF DIRECTORS
During the year, in addition to frequent Board discussions, the Directors met regularly to discuss all matters associated with the
Company’s Projects, and other Company matters on an informal basis. Circular resolutions were passed as necessary to execute formal
Board decisions.
Name
Bradley Drabsch
Aaron Bertolatti
Ben Pearson1
Michael Gumbley2
Chris Bowden3
Greg Schifrin4
Number Eligible to Attend
4
4
4
4
-
-
Number Attended
4
4
4
3
-
-
1 Ben Pearson was appointed as Managing Director on 16 February 2023.
2 Michael Gumbley resigned on 5 December 2023.
3 Chris Bowden resigned on 16 February 2023.
4 Greg Schifrin resigned on 16 February 2023.
| 14 | Annual Report - 31 December 2023
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Megado support and
adhere to the principles of sound corporate governance. The Board recognises the recommendations of the Australian Securities
Exchange Corporate Governance Council, and considers that Megado complies to the extent possible with those guidelines, which are
of importance and add value to the commercial operation of an ASX listed resources company.
The Company has established a set of corporate governance policies and procedures and these can be found on the Company’s website:
www.megadominerals.com.
AUDITORS INDEPENDENCE DECLARATION
Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors of Megado with an Independence
Declaration in relation to the audit of the financial report. A copy of that declaration is included within the annual report. There were
no non-audit services provided by the Company’s auditor.
Officers of the Company who are Former Partners of BDO Audit
There are no officers of the company who are former partners of BDO Audit (WA) Pty Ltd
Auditor
BDO Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
AUDITED REMUNERATION REPORT
This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key management
personnel of Megado for the financial year ended 31 December 2023. The information provided in this remuneration report has been
audited as required by Section 308(3C) of the Corporations Act 2001. The remuneration report details the remuneration arrangements
for KMP who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities
of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Group.
Details of Directors and Key Management Personnel
▪ Bradley Drabsch (Non-Executive Chairman)
▪ Ben Pearson (Managing Director & CEO) appointed as
Managing Director 16 February 2023
▪ Aaron Bertolatti (Finance Director & Company Secretary)
▪ Michael Gumbley (Non-Executive Director) - resigned 5
December 2023
▪ Chris Bowden (Executive Director) - resigned 16 February 2023
▪ Greg Schifrin (Non-Executive Director) - resigned 16 February
2023
Remuneration Policy
The Board is responsible for determining and reviewing compensation arrangements for the Directors. The Board assesses the
appropriateness of the nature and amount of emoluments of such officers on a yearly basis by reference to relevant employment
market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality board and
executive team. The expected outcome of this remuneration structure is to retain and motivate Directors. As part of its Corporate
Governance Policies and Procedures, the board has adopted a formal Remuneration Committee Charter and Remuneration Policy. The
Board has elected not to establish a remuneration committee based on the size of the organisation and has instead agreed to meet as
deemed necessary and allocate the appropriate time at its board meetings.
Fees and payments to non‑executive directors reflect the demands which are made on, and the responsibilities of, the directors.
Non‑executive directors’ fees and payments are reviewed annually by the Board. The Chair’s fees are determined independently to the
fees of non‑executive directors based on comparative roles in the external market. Non‑executive directors do not receive performance-
based pay.
Level
Chairman
Managing Director & CEO
Executive Director’s
Non-Executive Director
Cash Remuneration
$60,000
$264,000
Up to $230,000
$30,000
-
-
-
-
FY2023
Short Term Incentive
Long Term Incentive
1,200,000 options
1,000,000 options
Up to 1,200,000 options
250,000 options
| 15 | Annual Report - 31 December 2023
Additional Fees
A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or otherwise performs
services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out-of-pocket expenses incurred
as a result of their directorship or any special duties.
Details of Remuneration
Details of the nature and amount of each element of the remuneration of each Director and Officer of the Group for the year ended 31
December 2023 are as follows:
Name
Directors
Bradley Drabsch
Aaron Bertolatti
Michael Gumbley1
Chris Bowden2
Greg Schifrin3
Ben Pearson 4
Total
Directors’
Fees
$
Short term
Consulting
Fees
$
Incentive
Award
$
Share -Based Payments
Equity
$
Options
$
Total
$
Performance
related
%
60,000
-
27,500
3,750
-
-
91,250
-
150,000
-
-
5,000
242,000
397,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,017
40,017
8,337
93,482
181,853
-
-
100,017
190,017
35,837
3,750
5,000
335,482
670,103
40.0
21.1
23.3
-
-
27.9
27.1
1 Michael Gumbley resigned on 5 December 2023.
2 Chris Bowden resigned on 16 February 2023.
3 Greg Schifrin resigned on 16 February 2023.
4 Ben Pearson was appointed as Managing Director on 16 February 2023.
There were no other executive officers of the Company during the financial year ended 31 December 2023.
Details of the nature and amount of each element of the remuneration of each Director of the Group for the year ended 31 December
2022 are as follows:
Name
Directors
Michael Gumbley
Bradley Drabsch
Chris Bowden
Aaron Bertolatti
Greg Schifrin1
Marta Ortiz2
Officer
Ben Pearson3
Total
Directors’
Fees
$
Short term
Consulting
Fees
$
Incentive
Award
$
Share -Based Payments
Equity
$
Options
$
Total
$
Performance
related
%
10,000
60,000
15,000
-
-
12,500
-
97,500
166,667
-
108,500
150,000
17,500
-
66,000
508,667
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
176,667
60,000
123,500
150,000
17,500
12,500
-
-
-
-
-
-
105,661
105,661
171,661
711,828
61.6
14.8
1 Greg Schifrin was appointed on 15 June 2022
2 Marta Ortiz resigned on 31 May 2022
3 Ben Pearson was appointed as CEO on 13 June 2022
There were no other executive officers of the Company during the financial year ended 31 December 2022.
Shareholdings of Directors and Officers
The number of shares in the Company held during the financial year by Directors of the Group, including their personally related parties,
is set out below.
| 16 | Annual Report - 31 December 2023
Name
Directors
Bradley Drabsch
Aaron Bertolatti
Ben Pearson
Michael Gumbley1
Chris Bowden2
Greg Schifrin3
Balance at the
start of the year
Granted during
the year as
compensation
On exercise of
share options
Other changes
during the year
Balance at the
end of the year
725,000
2,595,834
-
2,800,834
835,000
1,041,108
-
-
-
-
-
-
-
-
-
-
-
-
577,7781
622,2221
222,2221
(2,800,834)2
(835,000)3
(1,041,108)4
1,302,778
3,218,056
222,222
-
-
-
1 Participation in $0.045 share placement.
2 Michael Gumbley resigned on 5 December 2023.
3 Chris Bowden resigned on 16 February 2023.
4 Greg Schifrin resigned on 16 February 2023.
All equity transactions with Directors and Officers other than those arising from the exercise of remuneration options have been entered
into under terms and conditions no more favourable than those the Company would have adopted if dealing at arm’s length.
Option Holdings of Directors and Officers
The numbers of options over ordinary shares in the Company held during the financial year by each Director and Officer of the Group,
including their personally related parties, are set out below:
Name
Directors
Bradley Drabsch
Aaron Bertolatti
Ben Pearson
Michael Gumbley1
Chris Bowden2
Greg Schifrin3
Balance at
the start
of the year
Granted during
the year as
compensation
Exercised
during the
year
Other
changes
during
the year
Balance
at the end
of the year
Exercisable
Un-
exercisable
750,000
400,000
2,500,000
1,400,000
2,500,000
-
1,200,000
1,200,000
1,000,000
250,000
1,000,000
250,000
-
-
-
-
-
-
- (1,650,000)
- (3,500,000)
(250,000)
-
1,950,000
1,600,000
3,500,000
-
-
-
1,950,000
1,600,000
3,500,000
-
-
-
-
-
-
-
-
-
1 Michael Gumbley resigned on 5 December 2023.
2 Chris Bowden resigned on 16 February 2023.
3 Greg Schifrin resigned on 16 February 2023.
No option holder has any right under the options to participate in any other share issue of the Company or any other entity. Options
granted as part of remuneration have been valued using the Black Scholes option pricing model that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share
and the risk-free interest rate for the term of the option. Options granted under the plan carry no dividend or voting rights. For details
on the valuation of options, including models and assumptions used, please refer to note 16.
Options Affecting Remuneration
The terms and conditions of Options affecting remuneration in the current or future reporting years are as follows:
Grant
Date
Grant
Number
Expiry
date/last
exercise
date
Exercise
price
$
Value
at grant
date1
$
Vested
%
Number
vested
Value
vested
during
the year
$
Max
value yet
to vest
Officer
Ben Pearson
Bradley Drabsch
Aaron Bertolatti
Michael Gumbley
14/06/22
19/04/23
19/04/23
19/04/23
19/04/23
2,500,000 30/06/27
1,000,000 01/03/27
1,200,000 01/03/27
1,200,000 01/03/27
250,000 01/03/27
$0.15
$0.10
$0.10
$0.10
$0.10
165,796
33,347
40,017
40,017
8,337
2,500,000
1,000,000
1,200,000
1,200,000
250,000
100
100
100
100
100
60,135
33,347
40,017
40,017
8,337
-
-
-
-
-
| 17 | Annual Report - 31 December 2023
1 The value at grant date has been calculated in accordance with AASB 2 Share based payments. The model inputs, not included in the
table above, for options granted during the year included:
a)
b)
c)
d)
e)
f)
options issue price was nil;
expected lives of the options was 3.9 years;
share price at grant date was $0.056;
expected volatility of 100%;
expected dividend yield of nil; and
a risk-free interest rate of 3.0%.
Refer to note 16(b) for further details of the unlisted options issued during the financial year ended 31 December 2023.
Service Agreements
Managing Director and CEO, Ben Pearson, is engaged under the terms of a Consultancy Agreement dated 16 February 2023. Under the
agreement Ben is paid an annual fee of $264,0000 (inclusive of pension contributions). Ben also has the opportunity to participate in
long-term incentive schemes that the Company may put in place in the future. The Agreement may be terminated by either party by
providing three months’ notice in writing or payment in lieu of notice.
Finance Director, Aaron Bertolatti, is engaged under an Executive Consulting Agreement dated 8 March 2019. Under the agreement
Mr. Bertolatti is paid an annual fee of $150,000. Mr. Bertolatti also has the opportunity to participate in short term and long-term
incentive schemes that the Company may put in place in the future. The Agreement may be terminated by either party by providing
three months’ notice in writing or payment in lieu of notice.
Non-Executive Directors
On appointment to the Board, all non-executive directors enter into a service agreement with the Group in the form of a letter of
appointment. The letter summarises the Board policies and terms, including compensation, relevant to the Director. The aggregate
remuneration for Non-Executive Directors has been set at an amount not to exceed $500,000 per annum. This amount may only be
increased with the approval of Shareholders at a general meeting.
Loans to Directors and Executives
There were no loans to Directors and key management personnel during the financial year ended 31 December 2023.
Additional Information
The earnings of the consolidated entity since incorporation to 31 December 2023 are summarised below:
Interest income
Loss after income tax
2023
$25,504
($1,365,163)
2022
$3,849
($7,761,851)
2021
$6,644
($1,024,923)
2020
$1,488
($1,217,535)
2019
$48
($1,390,118)
The factors that are considered to affect total shareholders return (“TSR”) are summarised below:
Share price at financial year end ($)
Total dividends declared (cents per share)
Basic earnings per share (cents per share)
2023
$0.035
-
(0.63)
2022
$0.045
-
(7.21)
2021
$0.083
-
(1.43)
2020
$0.205
-
(3.59)
20191
-
-
-
1 Megado was incorporated in Australia on 8 March 2019 and commenced trading on the Australian Securities Exchange on 27 October
2020.
Voting and comments made at the Company's 2022 Annual General Meeting
Megado received 100% of “yes” votes on its remuneration report for the 2022 financial year. The Company did not receive any specific
feedback at the AGM or throughout the year on its remuneration practices.
END OF AUDITED REMUNERATION REPORT
| 18 | Annual Report - 31 December 2023
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
Signed on behalf of the Directors.
Bradley Drabsch
Managing Director
Brisbane, QLD
27 March 2024
| 19 | Annual Report - 31 December 2023
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2023
31-Dec-23
31-Dec-22
Note
$
$
Continuing Operations
Interest income
Expenses
Professional and consulting fees
Director and employee costs
Other expenses
Share-based payments expense
Travel and accommodation
Impairment of exploration expenditure
Loss before income tax
Income tax expense
Net loss for the year
Other comprehensive income
Items that may be reclassified to profit and loss
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year
Loss for the year attributable to:
Members of the parent entity
Non-controlling interests
Total comprehensive loss for the year attributable to:
Members of the parent entity
Non-controlling interests
16(a)
7
3
25,504
3,849
(221,232)
(479,500)
(428,486)
(219,285)
(10,311)
(31,853)
(1,365,163)
(303,671)
(482,667)
(127,206)
(563,312)
(63,298)
(6,225,546)
(7,761,851)
-
(1,365,163)
-
(7,761,851)
-
-
(1,365,163)
136,884
136,884
(7,624,967)
(1,365,163)
-
(1,365,163)
(7,761,851)
(436,730)
(8,198,581)
(1,365,163)
-
(1,365,163)
(7,622,534)
(2,433)
(7,624,967)
Loss per share
Basic and diluted loss per share (cents)
13
(0.63)
(7.21)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying
notes.
| 20 | Annual Report - 31 December 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
Current Assets
Cash and cash equivalents
Other assets
Receivables
Total Current Assets
Non-Current Assets
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Capital and Reserves Attributable to Owners of the parent entity
Non-controlling interest
Total Equity
31-Dec-23
31-Dec-22
Note
$
$
4
5
6
7
8
9
10
11
1,141,759
43,681
27,345
1,212,785
853,119
45,952
23,385
922,456
7,786,751
7,786,751
8,999,536
3,992,667
3,992,667
4,915,123
47,371
47,371
47,371
244,331
244,331
244,331
8,952,165
4,670,792
19,647,993
2,063,762
(12,759,590)
8,952,165
-
8,952,165
14,474,747
1,590,472
(11,394,427)
4,670,792
-
4,670,792
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
| 21 | Annual Report - 31 December 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2023
Balance at 1 January 2022
Total comprehensive loss for the year
Loss for the period
Foreign currency translation
Total comprehensive loss for the year
Transactions with owners in their capacity as owners
Shares issued during the year
Proceeds of issue of options
Cost of issue
Share-based payments (note 16(a))
Balance at 31 December 2022
Balance at 1 January 2023
Total comprehensive loss for the year
Loss for the period
Foreign currency translation
Total comprehensive loss for the year
Transactions with owners in their capacity as owners
Shares issued during the year
Cost of issue
Share-based payments (note 16(a))
Balance at 31 December 2023
Foreign
exchange
translation
reserve
$
(84,491)
Total
attributable to
owners
of the
parent entity
$
Share
option reserve
$
1,055,810
6,728,002
Non-controlling
interest
$
439,163
Total
$
7,167,165
-
-
-
(7,761,851)
139,317
(7,622,534)
(436,730)
(2,433)
(439,163)
(8,198,581)
136,884
(8,061,697)
Issued
capital
$
Accumulated
losses
$
9,389,259
(3,632,576)
-
-
-
(7,761,851)
-
(7,761,851)
5,280,000
-
-
(194,512)
14,474,747
-
-
-
-
(11,394,427)
-
139,317
139,317
-
-
-
-
54,826
-
5
54,512
425,319
1,535,646
5,280,000
5
54,512
230,807
4,670,792
14,474,747
(11,394,427)
54,826
1,535,646
4,670,792
-
-
-
(1,365,163)
-
(1,365,163)
-
-
-
-
-
-
(1,365,163)
-
(1,365,163)
5,335,222
(161,976)
-
19,647,993
-
-
-
(12,759,590)
-
-
-
54,826
-
-
473,290
2,008,936
5,335,222
(161,976)
473,290
8,952,165
-
-
-
-
-
-
-
-
-
-
-
-
-
5,280,000
5
54,512
230,807
4,670,792
4,670,792
(1,365,163)
-
(1,365,163)
5,335,222
(161,976)
473,290
8,952,165
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
| 22 | Annual Report - 31 December 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2023
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Net cash used in operating activities
Cash flows from investing activities
Payments for exploration expenditure
Proceeds from acquisition of subsidiary
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from issue of options
Payments for share issue costs
Net cash provided by financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of exchange rate fluctuations on cash
Cash and cash equivalents at the end of the year
31-Dec-23
31-Dec-22
Note
$
$
(899,997)
25,504
(874,493)
(972,155)
3,849
(968,306)
(1,482,877)
-
(1,482,877)
(1,724,845)
47,964
(1,676,881)
2,700,024
-
(54,001)
2,646,023
288,653
853,119
(13)
1,141,759
2,400,000
5
(140,000)
2,260,005
(385,182)
1,238,301
-
853,119
4
4
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
| 23 | Annual Report - 31 December 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information
The financial report of Megado Minerals Limited (“Megado” or “the Company”) for the year ended 31 December 2023 was authorised
for issue in accordance with a resolution of the Directors on 27 March 2024. Megado is a company limited by shares incorporated in
Australia whose shares trade on the Australian Securities Exchange. The nature of the operations and the principal activities of the
Company are described in the Directors’ Report.
2. Summary of material accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
a) Basis of Preparation
The financial statements are general-purpose financial statements, which have 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 statements have also been prepared on a historical cost basis. The
presentation currency is Australian dollars.
b) Compliance Statement
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial
Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and
notes thereto, complies with International Financial Reporting Standards (IFRS).
c) Basis of Consolidation
The consolidated financial statements comprise the financial statements of Megado Minerals Limited (‘the Company’) and its
subsidiaries (‘the Group’). Subsidiaries are those entities over which the Company has the power to govern the financial and
operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether a Company controls another entity.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit
and losses resulting from intra-company transactions have been eliminated in full. Unrealised losses are also eliminated unless
costs cannot be recovered. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Statement
of Profit or Loss and Other Comprehensive Income and Consolidated Statement of Financial Position respectively.
d) Going Concern
As disclosed in the financial statements, the Company incurred a loss of $1,365,163 (2022: $7,761,851) and had net cash outflows
from operating and investing activities of $874,493 (2022: $968,306) and $1,482,877 (2022: $1,676,881) respectively for year
ended 31 December 2023. As at that date, the Company had net current assets of $1,165,414 (2022: $678,125).
The Group is dependent upon raising capital to meet its planned and budgeted exploration activities as well as corporate
overheads requirements in the next 12 months. The Group's capacity to raise additional funds will be impacted by the success of
the ongoing exploration activities and market conditions. These conditions indicate a material uncertainty that may cast significant
doubt about the Group's ability to continue as a going concern.
Should the entity not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities
other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial
report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities
that might be necessary should the entity not continue as a going concern.
e) Foreign Currency Translation
(i)
Functional and presentation currency
Items included in the financial statements of each of the Company’s controlled entities are measured using the currency of
the primary economic environment in which the entity operates (‘the functional currency’). The functional and presentation
currency of Megado is Australian dollars. The functional currency of the US subsidiary is the US Dollar. The functional currency
of the Canadian subsidiary is the Canadian dollar. The functional currency of the Ethiopian subsidiaries is the Ethiopian Birr.
| 24 | Annual Report - 31 December 2023
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
the statement of profit or loss and other comprehensive income.
(iii) Group entities
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
▪
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of
that statement of financial position;
▪
▪
income and expenses for each statement of profit or loss and other comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the dates of the transactions); and
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are taken to
shareholders’ equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a
proportionate share of such exchange differences are recognised in the statement of profit or loss and other comprehensive
income, as part of the gain or loss on sale where applicable.
f) Segment Reporting
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 different measures to those used in preparing the Statement of Profit or Loss and Other
Comprehensive Income and Statement of Financial Position. Reconciliations of such management information to the statutory
information contained in the annual financial report have been included.
g) Changes in accounting policies and disclosures
The Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the
Company’s operations and effective for future reporting periods. It has been determined by the Directors that there is no impact,
material or otherwise, of the new and revised Standards and Interpretations on the Company and therefore, no change will be
necessary to Company accounting policies.
h) Exploration and evaluation expenditure
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and
evaluation asset in the year in which they are incurred where the following conditions are satisfied:
(i)
the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
(a)
(b)
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 balance date reached a stage which permits a
reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant
operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory
drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in
exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and
evaluation costs where they are related directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of
an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and
evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest)
is estimated to determine the extent of the impairment loss (if any).
| 25 | Annual Report - 31 December 2023
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.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration
and evaluation asset is tested for impairment and the balance is then reclassified to development. Where an area of interest is
abandoned, any expenditure carried forward in respect of that area is written off.
i)
Income Tax
The income tax expense or benefit for the year is the tax payable on the current year’s taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary difference
and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting year. Management periodically evaluates positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except when:
▪
▪
the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable
profit or loss; or
the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures,
and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences
and the carry-forward of unused tax credits and unused tax losses can be utilised, except when:
▪
▪
the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures,
in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will
reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be
recognised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be recognised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are
measured at the tax rates that are expected to apply to the year when the asset is recognised or the liability is settled, based on
tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. Income taxes relating to items
recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are
offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets
and liabilities relate to the same taxable entity and the same taxation authority.
j) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Government. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or
as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the Government is included as part of receivables or payables in the
statement of financial position. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST
component of investing and financing activities, which is receivable from or payable to the Government, are disclosed as operating
cash flows.
| 26 | Annual Report - 31 December 2023
k) Impairment of non-financial assets other than goodwill
The Company assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable
amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or
Company of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested
for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating
unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its
recoverable amount.
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. Impairment losses relating to
continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the
asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously
recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years.
Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as
a revaluation increase. After such a reversal the depreciation charge is adjusted in future years to allocate the asset’s revised
carrying amount, less any residual value, on a systematic basis over its remaining useful life.
l) Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within
borrowings in current liabilities in the statement of financial position. For the purposes of the statement of cash flows, cash and
cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
m) Financial Instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
financial instrument. Financial instruments (except for trade receivables) are measured initially at fair value adjusted by
transactions costs, except for those carried “at fair value through profit or loss”, in which case transaction costs are expensed to
profit or loss. Where available, quoted prices in an active market are used to determine the fair value. In other circumstances,
valuation techniques are adopted. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
Financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price
in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments,
are classified into the following categories upon initial recognition:
▪
▪
▪
amortised cost;
fair value through other comprehensive income (FVOCI); and
fair value through profit or loss (FVPL).
Classifications are determined by both:
▪
▪
the contractual cash flow characteristics of the financial assets; and
the entities business model for managing the financial asset.
| 27 | Annual Report - 31 December 2023
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
▪
▪
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows;
and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where
the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this
category of financial instruments.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Financial liabilities
are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial
liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective
interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with
gains or losses recognised in profit or loss. All interest-related charges and, if applicable, gains and losses arising on changes in fair
value that are recognised in profit or loss.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised
cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
n) Current and Non-Current Classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset
is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating
cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or
the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after
the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to
be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12
months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months
after the reporting period. All other liabilities are classified as non-current.
o) Issued capital
Ordinary shares are classified as equity.
p) Other Income
Interest income
Interest income is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.
q) Earnings per share
Basic earnings/loss per share is calculated as net profit/loss attributable to members, adjusted to exclude any costs of servicing
equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares,
adjusted for any bonus element. Diluted earnings per share is calculated as net profit/loss attributable to members, adjusted for:
▪
▪
▪
costs of servicing equity (other than dividends) and preference share dividends;
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised
as expenses; and
other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential
ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
r) Share-based payment transactions
(i)
Equity settled transactions:
The Company provides benefits to individuals acting as, and providing services similar to employees (including Directors) of
the Company in the form of share-based payment transactions, whereby individuals render services in exchange for shares
or rights over shares (‘equity settled transactions’).
| 28 | Annual Report - 31 December 2023
There is currently an Employee Share Option Plan (ESOP) in place, which provides benefits to Directors and individuals
providing services similar to those provided by an employee. The cost of these equity settled transactions with employees is
measured by reference to the fair value at the date at which they are granted. The fair value is determined by using the Black
Scholes formula.
The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the year in
which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to
the award (‘vesting date’).The cumulative expense recognised for equity settled transactions at each reporting date until
vesting date reflects (i) the extent to which the vesting year has expired and (ii) the number of awards that, in the opinion of
the Directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance
date.
No adjustment is made for the likelihood of the market performance conditions being met as the effect of these conditions
is included in the determination of fair value at grant date. The Statement of Profit or Loss and Other Comprehensive Income
charge or credit for a year represents the movement in cumulative expense recognised at the beginning and end of the year.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market
condition. Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms
had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of
the modification, as measured at the date of the modification.
Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award,
and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they
were a modification of the original award, as described in the previous paragraph.
The cost of equity-settled transactions with non-employees is measured by reference to the fair value of goods and services
received unless this cannot be measured reliably, in which case the cost is measured by reference to the fair value of the
equity instruments granted. The dilutive effect, if any, of outstanding options is reflected in the computation of loss per share.
(ii) Cash settled transactions:
The Company may also provide benefits to employees in the form of cash-settled share-based payments, whereby employees
render services in exchange for cash. The cost of cash-settled transactions is measured initially at fair value at the grant date
using the Black-Scholes formula taking into account the terms and conditions upon which the instruments were granted. This
fair value is expensed over the year until vesting with recognition of a corresponding liability. The liability is remeasured to
fair value at each balance date up to and including the settlement date with changes in fair value recognised in profit or loss.
s) Asset acquisition
In determining when an acquisition is determined to be an asset acquisition and not a business, significant judgement is required
to access whether the assets acquired constitute a business in accordance with AASB 3 Business Combinations. Under AASB 3 a
business is an integrated set of activities and assets that is capable of being conducted or managed for the purpose of providing a
return, and consists of inputs and processed, which when applied to those has the ability to create outputs.
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount
based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets
and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the
acquisition and transaction costs of the acquisition will be included in the cost of the acquisition. Where the value of the assets
acquired are unable to be reliably measured, the cost of the acquisition will be measured at the fair value of consideration
transferred.
t) Critical accounting estimates and judgements
The application of accounting policies requires the use of judgements, 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 other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the year in which the estimate is revised if
it affects only that year, or in the year of the revision and future years if the revision affects both current and future years.
Share-based payment transactions
The Company measures the cost of equity-settled transactions and cash-settled share-based payments with employees and third
parties by reference to the fair value of the equity instruments at the date at which they are granted.
| 29 | Annual Report - 31 December 2023
The fair value at the grant date is determined using the Black and Scholes option pricing model taking into account the terms and
conditions upon which the instruments were granted. During the period the group issued performance options with non-market
based vesting conditions. As such management have used significant judgement in assessing the probability of the performance
criteria being met.
Exploration and evaluation expenditure
The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where
the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain
areas of interest from which no reserves have been extracted, directors are of the continued belief that such expenditure shouldn’t
be written off since feasibility studies in such areas have not concluded.
u) New and amended standards adopted by the Group
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board that are mandatory for the current reporting period. The impact on the financial performance and position of the
Company from the adoption of the new or amended Accounting Standards and Interpretations was not material. Any new or
amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
3. Income tax
(a) Income tax expense
Major component of tax expense for the year:
Current tax
Deferred tax
Total income tax expense per income statement
(b) Numerical reconciliation between aggregate tax expense recognised in the
statement of profit or loss and other comprehensive income and tax expense
calculated per the statutory income tax rate.
A reconciliation between tax expense and the product of accounting loss before
income tax multiplied by the Company’s applicable tax rate is as follows:
Loss from continuing operations before income tax expense
Tax at the Australian rate of 30% (2022: 30%)
Increase/(decrease) in income tax due to tax effect of:
Share Based Payments
Non-deductible Expenses
Deductible equity raising costs
Movement in unrecognised temporary differences
Current year tax losses not recognised
Income tax expense attributable to entity
(c) Unused tax losses and temporary differences for which no
deferred tax asset has been recognised
Deferred tax assets have not been recognised in respect of the following using
corporate tax rates of:
Deductible Temporary Differences
Tax Revenue Losses
Total unrecognised deferred tax assets
31-Dec-2023
$
31-Dec-2022
$
-
-
-
-
-
-
(1,365,163)
(341,291)
(7,761,851)
(2,328,555)
219,285
39,954
(28,332)
(10,521)
120,904
-
168,994
1,904,991
(14,688)
10,050
259,208
-
45,614
1,282,812
1,328,426
65,822
949,667
1,015,489
The tax benefits of the above deferred tax assets will only be obtained if:
a) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefits to be
utlised;
b) the consolidated entity continues to comply with the conditions for deductiblity imposed by law;
c) no changes in income tax legislation adversely affect the consolidated entity from utilising the benefits.
| 30 | Annual Report - 31 December 2023
4. Cash and cash equivalents
Reconciliation of cash
Cash comprises of:
Cash at bank
Reconciliation of operating loss after tax to net cash flow from operations
Loss after tax
Non-cash items
Exploration expenditure written off
Foreign exchange loss
Share based payments
Change in assets and liabilities
(Increase)/decrease in trade, other receivables and other assets
Increase/(decrease) in trade and other payables
Net cash flow used in operating activities
31-Dec-2023
$
31-Dec-2022
$
1,141,759
853,119
(1,365,163)
(7,761,851)
31,855
13
541,507
(1,689)
(81,016)
(874,493)
6,225,546
-
563,312
(10,209)
14,896
(968,306)
Non-cash investing and financing activities
45,000,000 fully paid ordinary shares were issued to DG Resource Management Ltd (DGRM) as consideration for the acquisition
of the Cyclone Lithium Project (Acquisition) and 4,000,000 shares were issued to a corporate advisor as a facilitation fee for the
Acquisition (refer note 7).
5. Other assets – current
Prepayments - Insurance
6. Receivables
GST receivable
43,681
45,952
27,345
23,385
Debtors, other debtors and GST receivable are non-interest bearing and generally receivable on 30-day terms. They are neither
past due nor impaired. The amount is fully collectible. Due to the short-term nature of these receivables, their carrying value is
assumed to approximate their fair value.
7. Exploration and evaluation expenditure
Exploration and Evaluation phase - at cost
Opening balance
Acquisition of exploration tenements
Exploration and evaluation expenditure incurred during the year
Foreign exchange translation difference
Exploration expenditure impairment
Closing balance
3,992,667
2,806,5471,2,3
987,537
-
-
7,786,751
6,034,352
3,142,217
844,465
197,179
(6,225,546)4
3,992,667
1 Megado completed its acquisition of 100% of the Cyclone Lithium Project in Quebec, Canada in April 2023. Due to the nature of
the asset being an early-stage exploration project, the fair value could not be determined and the asset has been recognised at
the fair value of the consideration paid, which included:
1. A cash payment of A$278,322 (CA$250,000 (excluding GST));
2. A 2% net smelter royalty over minerals extracted from the project;
3. 45,000,000 fully paid ordinary shares;
4. 7,000,000 options to acquire fully paid ordinary shares in the capital of the Company, exercisable at AUD$0.10 on or
before 28 April 2026. The value of the options issued to the vendor was $141,514 and has been valued using the Black-
Scholes option pricing model. The model inputs included:
a. expected life of 2.5 years;
b. share price at grant date of $0.08;
c. expected volatility of 100%;
d. expected dividend yield of nil; and
e. a risk-free interest rate of 3.29%.
2 4,000,000 shares were issued to a corporate advisor as a facilitation fee for the Cyclone Lithium Project acquisition.
| 31 | Annual Report - 31 December 2023
3 Megado completed its acquisition of 100% of the K Lithium Project in Quebec, Canada in September 2023. Due to the nature of
the asset being an early-stage exploration project, the fair value could not be determined and the asset has been recognised at
the fair value of the consideration paid, which included:
1. A cash payment of $34,610 (CAD$30,000 (excluding GST)).
2. A 2% net smelter royalty over all minerals extracted from the Project other than lithium and lithium products which will
attract a 2% gross overriding royalty;
3. 6,000,000 options to acquire fully paid ordinary shares in the capital of the Company, exercisable at AUD$0.08 on or
before 3 October 2026. The value of the options issued to the vendor was $112,491 and has been valued using the Black-
Scholes option pricing model. The model inputs included:
a. expected life of 3.0 years;
b. share price at grant date of $0.038;
c. expected volatility of 100%;
d. expected dividend yield of nil; and
e. a risk-free interest rate of 4.0%.
4 Following a review by directors during the prior period, it was decided that exploration and evaluation expenditure in relation to
the Company’s Ethiopian projects would be impaired in full. The impairment expense recognised during the year ending 31
December 2022 was $6,225,546. The Board took this approach as a result of the resumption of conflict in Northern Ethiopia,
underwhelming exploration results received.
The ultimate recoupment of costs carried forward for exploration expenditure is dependent on the successful development and
commercial exploitation or sale of the respective mining areas.
8. Trade and other payables
Trade payables
Accruals
31-Dec-2023
$
31-Dec-2022
$
15,371
32,000
47,371
70,321
174,010
244,331
Trade creditors and other creditors are non-interest bearing and generally payable on 30-day terms. Due to the short-term nature
of these payables, their carrying value is assumed to approximate their fair value.
9. Issued Capital
(a) Issued and paid-up capital
(b) Movements in ordinary shares on issue
Opening balance
Issue of shares - $0.08 placement
Issue of shares – corporate advisor
Shares issued as consideration for acquisition
Issue of shares - $0.045 placement
Issue of shares – lead managers
Issue of shares – corporate advisor
Shares issued as consideration for acquisition
Issue of shares – marketing services
Transaction costs on share issue
Closing balance
19,647,993
14,474,747
31-Dec-2023
31-Dec-2022
No. shares
137,500,003
-
-
-
60,000,000
2,400,0001
4,000,0002
45,000,0003
5,555,5554
-
254,455,558
$
14,474,747
-
-
-
2,700,000
108,000
180,000
2,025,000
322,222
(161,976)
19,647,993
No. shares
71,500,003
30,000,000
4,000,000
32,000,000
-
-
-
-
-
-
137,500,003
$
9,389,259
2,400,000
320,000
2,560,000
-
-
-
-
-
(194,512)
14,474,747
1 2,400,000 shares were issued to the Lead Manager to the $0.045 Placement, CPS Securities Limited. The placement fee of 4% for
funds raised via the placement, was paid in shares.
2 4,000,000 shares were issued to a corporate advisor as a facilitation fee for the Cyclone Lithium Project acquisition. The deemed
issue price was $0.045 per share.
| 32 | Annual Report - 31 December 2023
3 45,000,000 fully paid ordinary shares were issued to the vendors of the Cyclone Lithium Project in Quebec, Canada as
consideration for the acquisition. The deemed issue price was $0.045 per share (refer note 7).
4 5,555,555 shares were issued as consideration for digital marketing services to be provided over a period of 30 months. The
deemed issue price was $0.058 per share.
(c) Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate
in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares
entitle their holder to one vote, either in person or proxy, at a meeting of the Company.
(d) Capital risk management
The Company’s capital comprises share capital, reserves less accumulated losses amounting to a net equity of $8,952,165 at 31
December 2023 (2022: $4,670,792). The Company manages its capital to ensure its ability to continue as a going concern and to
optimise returns to its shareholders. The Company was ungeared at year end and not subject to any externally imposed capital
requirements. Refer to note 17 for further information on the Company’s financial risk management policies.
(e) Share options as at 31 December 2023
Number
10,450,000
10,500,000
2,500,000
7,000,000
5,000,000
6,000,000
41,450,000
Exercise Price $
$0.20
$0.15
$0.15
$0.10
$0.10
$0.08
Expiry Date
on or before 27 October 2024
on or before 31 December 2024
on or before 30 June 2027
on or before 28 April 2026
on or before 1 March 2027
on or before 3 October 2026
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
1,000,000 options expired unexercised during the reporting year. No options lapsed and no options were exercised during or since
the year ended 31 December 2023.
10. Reserves
Share based payment and option reserve
Foreign exchange translation reserve
Movements in Reserves
Share based payment and option reserve
Opening balance
Share-based payments
Proceeds from issue of options
Transaction costs on share issue
Closing balance
31-Dec-2023
$
31-Dec-2022
$
2,008,936
54,826
2,063,762
1,535,646
473,290
-
-
2,008,936
1,535,646
54,826
1,590,472
1,055,810
425,319
5
54,512
1,535,646
The Share capital, share based payment and option reserve is used to record the value of equity benefits provided to Directors
and executives as part of their remuneration and non-employees for their goods and services and to record the premium paid on
the issue of unlisted options.
Foreign exchange translation reserve
Opening balance
Foreign exchange translation difference
Closing balance
54,826
-
54,826
(84,491)
139,317
54,826
The foreign exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation
reserve.
| 33 | Annual Report - 31 December 2023
11. Accumulated losses
Movements in accumulated losses were as follows:
Opening balance
Loss for the period
Closing balance
12. Auditor’s remuneration
The auditor of Megado Minerals Limited is BDO Audit (WA) Pty Ltd.
Amounts received or due and receivable by the parent auditor for:
- Audit or review of the financial statements
31-Dec-2023
$
31-Dec-2022
$
(11,394,427)
(1,365,163)
(12,759,590)
(3,632,576)
(7,761,851)
(11,394,427)
55,000
49,000
13. Loss per Share
Loss used in calculating basic and dilutive EPS
(1,365,163)
(7,761,851)
Weighted average number of ordinary shares used in calculating basic
loss per share:
Effect of dilution:
Share options
Adjusted weighted average number of ordinary shares used in calculating
diluted loss per share:
Number of Shares
Number of Shares
217,978,602
107,647,948
-
-
217,978,602
107,647,948
There is no impact from 41,450,000 options outstanding at 31 December 2023 on the earnings per share calculation because they
are anti-dilutive. These options could potentially dilute basic EPS in the future. There have been no transactions involving ordinary
shares or potential ordinary shares that would significantly change the number of ordinary shares or potential ordinary shares
outstanding between the reporting date and the date of completion of these financial statements.
14. Directors and Key Management Personnel Disclosures
(a) Remuneration of Directors and Key Management Personnel
Details of the nature and amount of each element of the emolument of each Director and key management personnel of the
Company for the financial year are as follows:
Short term employee benefits
Share based payments
Total remuneration
31-Dec-2023
$
31-Dec-2022
$
488,250
181,853
670,103
606,167
105,661
711,828
(b) Other transactions with key management personnel
Geocopter Pty Ltd, a company in which Brad Drabsch is a director, charged consulting fees of $60,000. The consulting fee is
included in note 14(a) “Compensation of key management personnel”. Nil was outstanding at year end (2022: $15,000).
1918 Consulting Pty Ltd, a company in which Aaron Bertolatti is a director, charged consulting fees of $150,000. The consulting
fee is included in note 14(a) “Compensation of key management personnel”. Nil was outstanding at year end (2022: nil).
Oteba Pty Ltd, a company in which Ben Pearson is a director, charged consulting fees of $242,000. The consulting fee is included
in note 14(a) “Compensation of key management personnel”. Nil was outstanding at year end (2022: Nil).
Keystone Resources Consulting Pty Ltd, a company in which Chris Bowden is a director, charged consulting fees of $223,025. Mr
Bowden resigned as a Director on 16 February 2023 and was appointed as Chief Geologist on the same day. Fees of $3,750 are
included in note 14(a) “Compensation of key management personnel”. Nil was outstanding at year end (2022: $10,750).
Minex Corp, a company in which Greg Schifrin is a director, charged the Company exploration and geological fees of $135,890. Nil
was outstanding at year end (2022: $116,510).
Transactions with key management personnel were made at arm’s length at normal market prices and normal commercial terms.
There were no other transactions with key management personnel for the year ended 31 December 2023.
| 34 | Annual Report - 31 December 2023
15. Related Party Disclosures
(a) Key management personnel
For Director related party transactions please refer to note 14 “Key Management Personnel Disclosures”.
(b) Subsidiaries
The consolidated financial statements include the financial statements of Megado Minerals Limited and the subsidiaries listed in
the following table:
Name of Entity
Megado Gold Inc.
9487-3700 Québec Inc.
Felix Strategic Minerals Pty Ltd
Felix Strategic Minerals LLC
Babicho Mining Plc
Chochi Mining Plc
Country of
Incorporation
USA
Canada
Australia
USA
Ethiopia
Ethiopia
Equity Holding
31 December 2023
31 December 2022
100%
100%
100%
100%
80%
80%
100%
-
100%
100%
80%
80%
1 9487-3700 Québec Inc. was incorporated on 23 March 2023.
16. Share based payments
(a) Recognised share based payment transactions
Share based payment transactions recognised either as operational expenses in the statement of profit or loss and other
comprehensive income or as capital raising costs in the equity during the period were as follows:
Employee and Director share based payments (note 16(a))
Reversal of share based payments following lapsing of options
Share based payments to suppliers (note 16(b))
Options issued as consideration for acquisition
Movement in share option reserve
Shares issued to lead manager
Shares issued to corporate advisors
Share-based payments recognised
31-Dec-2023
$
31-Dec-2022
$
219,285
-
-
254,0051,2
473,290
108,0003
-
581,290
105,661
(44,356)
236,519
182,007
479,831
-
320,000
799,831
1 7,000,000 options with an exercise price of $0.10 and expiring on 28 April 2026 were issued to the vendors of the Cyclone Lithium
Project in Quebec, Canada as consideration for the acquisition. The fair value of options is calculated using the Black and Scholes
option pricing model. The model inputs are detailed in note 7.
2 6,000,000 options with an exercise price of $0.08 and expiring on 3 October 2026 were issued to the vendors of the K Lithium
Project in Quebec, Canada as consideration for the acquisition. The fair value of options is calculated using the Black and Scholes
option pricing model. The model inputs are detailed in note 7.
3 2,400,000 shares were issued to the Lead Manager to the $0.045 Placement, CPS Securities Limited. The placement fee of 4% for
funds raised via the placement, was paid in shares.
Share-based payment transactions have been recognised within the consolidated statement of profit or loss and other
comprehensive income and consolidated statement of financial positions as follows:
Share-based payment expense
Deferred exploration & evaluation expenditure
Issued capital – transaction costs on share issue
| 35 | Annual Report - 31 December 2023
31-Dec-2023
$
31-Dec-2022
$
219,285
254,005
108,000
581,290
563,312
182,007
54,512
799,831
(b) Employee and Director share based payments
The fair value at grant date of options granted during the reporting period was determined using the Black Scholes option pricing
model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility
of the underlying share and the risk-free interest rate for the term of the option.
The table below summarises options granted during the year ended 31 December 2023:
Grant
Date
Expiry
date
Exercise
price per
option
Balance at
start of the
year
Number
15/02/23 01/03/27
19/04/23 01/03/27
$0.10
$0.10
-
-
-
Granted
during
the year
Number
1,350,000
3,650,000
5,000,000
Exercised
during the
year
Number
Expired
during the
year
Number
-
-
-
-
-
-
Balance at
end
of the year
Number
1,350,000
3,650,000
5,000,000
Exercisable at
the end
of the year
Number
1,350,000
3,650,000
5,000,000
The expense recognised in respect of the above options granted during the period was $159,150 which represents the fair value
of the options. The expense recognised during the period on options granted in prior periods was $60,475. The weighted average
fair value of options issued to employees and directors during the period was $0.032. The model inputs, not included in the table
above, included:
a) Options were issued for nil consideration;
b)
c)
d)
e)
f)
expected life of the options ranging from 3.9 to 4 years;
share price at grant date ranging from $0.045 to $0.056;
expected volatility of 100%;
expected dividend yield of nil; and
a risk-free interest rate of 3.0%.
The table below summarises options granted during the year ended 31 December 2022:
Grant
Date
Expiry
date
Exercise
price per
option
Balance at
start of the
year
Number
14/06/22
30/6/27
$0.15
-
Granted
during
the year
Number
2,500,000
Exercised
during the
year
Number
Expired
during the
year
Number
-
-
Balance at
end
of the year
Number
2,500,000
Exercisable at
the end
of the year
Number
1,250,0001
1 The options will vest in two tranches on the vesting dates set out below provided the option holder has remained continuously
employed by the Company from the Commencement Date up to and on the vesting date:
1. Vesting Date 1: The first tranche (50%) will vest immediately following the Consultant’s formal appointment as CEO of the
Company.
2. Vesting Date 2: The second tranche (50%) will vest to the Consultant on the earlier of the following:
i. Inclusion of two additional stand-alone projects into the Company portfolio
ii. 24 months from commencement.
The model inputs, not included in the table above, included:
a) Options were issued for nil consideration;
b) expected life of the options is 5 years;
c) share price at grant date was $0.091;
d) expected volatility of 100%;
e) expected dividend yield of nil; and
(c) Share based payment to suppliers
There were no unlisted options issued to suppliers during the year ended 31 December 2023. The Company issued unlisted options
to provide consideration to brokers, consultants and corporate advisors for services rendered during the year ended 31 December
2022. These options were valued using the Black-Scholes option pricing model as the value of the work performed could not be
reliably determined.
| 36 | Annual Report - 31 December 2023
The table below summarises options granted during the year ended 31 December 2022:
Grant
Date
Expiry
date
Exercise
price per
option
Balance at
start of the
year
Number
19/04/22 31/12/24
20/06/22 31/12/24
$0.15
$0.15
-
-
-
Granted
during
the year
Number
500,000
5,000,000
5,500,000
Exercised
during the
year
Number
Expired
during the
year
Number
Balance at
end
of the year
Number
Exercisable at
the end
of the year
Number
-
-
-
-
-
-
500,000
5,000,000
5,500,000
500,000
5,000,000
5,500,000
The expense recognised in respect of the above options granted during the period was $236,519 which represents the fair value
of the options. The weighted average fair value of options issued to suppliers during the period was $0.043. The model inputs,
not included in the table above, included:
a)
b)
c)
d)
e)
f)
Issue price of the options ranged from nil to $0.00001 per option;
expected life of the options ranged from 2.5 to 2.7 years;
share price at grant date ranging from $0.08 to $0.175;
expected volatility of 100%;
expected dividend yield of nil; and
a risk-free interest rate of ranging from 0. 5% to 3.29%.
17. Financial Risk Management
The Group’s activities expose it to a variety of financial risks including interest rate risk, price risk, credit risk and liquidity risk. The
Group’s overall risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group. The Group does not use derivative financial instruments; however the
Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis
in the case of interest rate and other price risks and aging analysis for credit risk. Risk management is carried out by the Board of
Directors with assistance from suitably qualified external and internal advisors. The Board provides written principles for overall
risk management and further policies will evolve commensurate with the evolution and growth of the Group.
(a) Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through
an adequate amount of committed credit facilities and the ability to close out market positions. The Group manages liquidity risk
by continuously monitoring forecast and actual cash flows and matching the maturity profits of financial assets and liabilities. As
at the reporting date the Group had sufficient cash reserves to meet its requirements. The Group therefore had no credit standby
facilities or arrangements for further funding in place. The financial liabilities of the Group at the reporting date were trade
payables incurred in the normal course of business. These were non-interest bearing and were due within the normal 30-60 days
terms of creditor payments. The Group does not consider this to be material to the Group and have therefore not undertaken any
further analysis of risk exposure.
(b) Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial
instruments. The Company’s exposure to market risk for changes to interest rate risk relates primarily to its earnings on cash. The
Company manages the risk by investing in short term deposits.
Interest rate sensitivity
The following table demonstrates the sensitivity of the Company’s Statement of Profit or Loss and Other Comprehensive Income
to a reasonably possible change in interest rates, with all other variables constant.
Change in Basis Points
Increase 75 basis points
Decrease 75 basis points
Effect on equity
including retained
earnings ($) Increase /
(Decrease)
Effect on equity
including retained
earnings ($) Increase /
(Decrease)
Effect on Post
Tax Loss ($)
Effect on Post
Tax Loss ($)
2023
8,563
(8,563)
8,563
(8,563)
2022
6,398
(6,398)
6,398
(6,398)
A sensitivity of 75 basis points has been used as this is considered reasonable given the current level of both short term and long-
term Australian Dollar interest rates. The change in basis points is derived from a review of historical movements and
management’s judgement of future trends.
| 37 | Annual Report - 31 December 2023
(c) Credit Risk Exposures
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 the policy of dealing with creditworthy counterparties and obtaining sufficient collateral or other security
where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group measures credit risk on a fair value
basis. The Group does not have any significant credit risk exposure to a single counterparty or any group of counterparties having
similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses,
represents the Group’s maximum exposure to credit risk without taking account of the fair value of any collateral or other security
obtained.
Cash and cash equivalents
Receivables
(d) Capital Risk Management
2023
$
1,141,759
27,345
2022
$
853,119
23,385
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue
to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital. The Group’s capital includes ordinary share capital, partly paid shares and financial liabilities, supported by financial
assets. The Group’s capital includes mainly ordinary share capital and financial liabilities supported by financial assets. In order to
maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt. Due to the nature of the Group’s activities, being mineral exploration,
the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the
focus of the Group’s capital risk management is the current working capital position against the requirements of the Group to
meet exploration programmes and corporate overheads. The Group’s strategy is to ensure appropriate liquidity is maintained to
meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.
18. Parent Entity Information
The following details information related to the parent entity, Megado Minerals Limited, at 31 December 2023. The information
presented here has been prepared using consistent accounting policies as presented in Note 2.
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Issued capital
Reserves
Accumulated losses
Loss of the parent entity
Total comprehensive loss of the parent entity
31-Dec-2023
$
1,161,726
8,999,528
(47,371)
(47,371)
8,952,157
19,647,993
2,008,936
(12,704,772)
8,952,157
(1,365,167)
(1,365,167)
31-Dec-2022
$
871,402
4,915,121
(244,331)
(244,331)
4,670,790
14,474,747
1,535,646
(11,339,605)
4,670,788
(7,705,029)
(7,705,029)
Other Commitments and Contingent Liabilities
The Company had no commitments and no contingent liabilities as at 31 December 2023.
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity has not entered into any formal guarantees in relation to the debts of its subsidiaries.
19. Dividends
No dividend was paid or declared by the Company in the year ended 31 December 2023 or the period since the end of the financial
year and up to the date of this report. The Directors do not recommend that any amount be paid by way of dividend for the
financial year ended 31 December 2023.
| 38 | Annual Report - 31 December 2023
20. Segment Information
The Group has identified its operating segments based on the internal reports that are reported to the Managing Director (the
chief operating decision maker) in assessing performance and in determining the allocation of resources. The Board as a whole
will regularly review the identified segments in order to allocate resources to the segment and to assess its performance. The
Group operates predominately in one industry, being the exploration of critical minerals. The main geographic areas that the entity
operates in are Australia, USA, Canada and Ethiopia. The parent entity is registered in Australia. The Group’s exploration assets
are located in the USA, Canada and Ethiopia. The following table presents revenue, expenditure and certain asset and liability
information regarding geographical segments for the year ended 31 December 2023 and 31 December 2022:
Year ended 31 December 2023
Interest income
Segment revenue
Result
Loss before tax
Income tax expense
Loss for the year
Asset and liabilities
Segment assets
Segment liabilities
Year ended 31 December 2022
Interest income
Segment revenue
Result
Loss before tax
Income tax expense
Loss for the year
Asset and liabilities
Segment assets
Segment liabilities
Australia
$
USA
$
Canada
$
Ethiopia
$
Total
25,499
25,499
-
-
(1,333,314)
-
(1,333,314)
(26,076)
-
(26,076)
-
-
-
-
-
-
-
25,499
25,499
(5,773)
-
(5,773)
(1,365,163)
-
(1,365,163)
1,206,154
47,371
4,609,263
-
3,177,488
-
6,631
-
8,999,536
47,371
3,846
3,846
(1,536,305)
-
(1,536,305)
-
-
-
-
-
868,100
244,331
3,992,667
-
-
-
-
-
-
-
-
-
-
3,846
3,846
(6,225,546)
-
(6,225,546)
(7,761,851)
-
(7,761,851)
54,356
-
4,915,123
244,331
21. Contingent assets and liabilities
As part consideration for the acquisition of the Cyclone Lithium Project, the Company, entered into a royalty agreement, whereby
Megado granted DG Resource Management Ltd a 2% net smelter royalty return over minerals extracted from the project (2022:
nil).
As part consideration for the acquisition of the K Lithium Project, the Company, entered into a royalty agreement, whereby
Megado granted DG Resource Management Ltd a 2% net smelter royalty over all minerals extracted from the Project other than
lithium and lithium products which will attract a 2% gross overriding royalty (2022: nil).
22. Commitments
There are no known commitments as at 31 December 2023 (2022: nil).
23. Significant events after the reporting date
Director Resignations
On 16 February 2024, the Company advised the impending departure of Managing Director & Chief Executive Officer (CEO), Ben
Pearson. Mr Pearson provided the Company with 3 months’ notice and will step down from his role on 16 May 2024. Mr. Pearson
continues to assist with the execution of the Company’s exploration strategy during his notice period.
No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
| 39 | Annual Report - 31 December 2023
DIRECTORS’ DECLARATION
In the directors' opinion:
•
•
•
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31
December 2023 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and
payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors.
Bradley Drabsch
Managing Director
Brisbane, QLD
27 March 2024
| 40 | Annual Report - 31 December 2023
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF MEGADO MINERALS
LIMITED
As lead auditor of Megado Minerals Limited for the year ended 31 December 2023, I declare that, to the
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Megado Minerals Limited and the entities it controlled during the
period.
Phillip Murdoch
Director
BDO Audit (WA) Pty Ltd
Perth
27 March 2024
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Megado Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Megado Minerals Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 31 December 2023,
the consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended,
and notes to the financial report, including material accounting policy information and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1(d) in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Carrying value of exploration and evaluation expenditure
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 7, the carrying value of
Our procedures included, but were not limited to the following:
capitalised exploration and evaluation
expenditure represents a significant asset of
the Group.
• Obtaining a schedule of the areas of interest held by the
Group and evaluating whether the rights to tenure of
those areas of interest remained current at the balance
Refer to Note 2(h) for a description of the
date;
accounting policy and significant judgments
applied.
•
Reviewing the relevant acquisition agreements for
Cyclone Lithium and K Lithium projects to obtain an
In accordance with AASB 6 Exploration for
understanding of the terms and conditions including
and Evaluation of Mineral Resources (“AASB
assessing management’s determination of the fair value
6”), the recoverability of exploration and
of consideration paid;
evaluation expenditure requires significant
judgment by management in determining
whether there are any facts or
circumstances that exist to suggest that the
carrying amount of this asset may exceed
its recoverable amount. As a result, this is
considered a key audit matter.
•
Recalculating the fair value of equity instruments issued
in relation to the asset acquisition, including engaging
our internal valuation experts to review the fair value of
options issued;
•
Considering the Group’s intention to carry out ongoing
exploration in the respective areas of interest by
holding discussions with management, and reviewing
the Group’s exploration budgets, ASX announcements
and directors’ minutes;
•
Considering whether any such areas of interest had
reached a stage where a reasonable assessment of
economically recoverable reserves exist;
•
Considering whether any facts or circumstances existed
to suggest impairment testing was required; and
•
Assessing the adequacy of the related disclosures in
Notes 2(h), 2(t) and 7 to the Financial Report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 31 December 2023, but does not include
the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included on pages 15 to 18 of the directors’ report for the
year ended 31 December 2023.
In our opinion, the Remuneration Report of Megado Minerals Limited, for the year ended 31 December
2023, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Phillip Murdoch
Director
Perth, 27 March 2024
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as
follows. The information is current at 19 March 2024.
Distribution of Share Holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
TOTAL
Number of Holders
25
65
107
372
308
877
Ordinary Shares
Number of Shares
4,789
225,923
927,717
16,134,051
237,163,078
254,455,558
There were 421 holders of ordinary shares holding less than a marketable parcel.
Top Twenty Share Holders
The names of the twenty largest holders of quoted equity securities are listed below:
%
0.00
0.09
0.36
6.34
93.21
100.00
Name
DG RESOURCE MANAGEMENT LTD
JAWAF ENTERPRISES PTY LTD
S3 CONSORTIUM PTY LTD
SOL SAL INVESTMENTS PTY LTD
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