Stibnite Needles Specimen in Quartz Drill Core
2023 Annual Report
CORPORATE DIRECTORY
NAGAMBIE RESOURCES LIMITED ABN 42 111 587 163
NAGAMBIE DEVELOPMENTS PTY LTD ABN 37 130 706 311
NAGAMBIE LANDFILL PTY LTD ABN 90 100 048 075
REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS
533 Zanelli Road
Nagambie Vic 3608
PO Box 339
Telephone: (03) 5794 1750
Website: www.nagambieresources.com.au
Email: info@nagambieresources.com.au
DIRECTORS
Michael W Trumbull (Executive Chairman)
Alfonso M G Grillo (Non-Executive Director)
William T Colvin (Non-Executive Director)
Warwick R Grigor (Non-Executive Director)
appointed 4 October 2022
Kevin J Perrin (Non-Executive Director)
appointed 13 September 2023
CHIEF EXECUTIVE OFFICER
James C Earle
COMPANY SECRETARY
Alfonso M G Grillo
PRINCIPAL LEGAL ADVISER
GrilloHiggins Lawyers
Level 25,367 Collins Street
Melbourne Vic 3000
Telephone: (03) 8621 8881
Website:
www.grillohiggins.com.au
AUDITOR
RSM Australia Partners
Level 21, 55 Collins Street
Melbourne Vic 3000
SHARE REGISTRY
Automic Pty Ltd
Level 3, 50 Holt Street
Surry Hills NSW 2010
Telephone: 1300 288 664
Website: www.automic.com.au
SECURITIES EXCHANGE LISTING
Nagambie Resources Limited shares are
listed on the Australian Securities Exchange
ASX Code: NAG
TABLE OF CONTENTS
Corporate Directory
Chairman’s Letter
IFC
1
CEO’s Operations & Exploration Review 2
Directors' Report
Remuneration Report
Auditor's Independence Declaration
Statement of Profit and Loss and Other
Comprehensive Income
Statement of Financial Position
Statement of Changes In Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor's Report
Additional ASX Information
10
19
23
24
25
26
27
28
50
51
55
Note: Corporate Governance Statement
The Corporate Governance Statement was
approved by the Board at the same time as
this Annual Report and can be found at:
https://www.nagambieresources.com.au/investor
-information/corporate-governance-statement
Chairman’s Letter
CHAIRMAN’S LETTER
Dear Shareholder and Noteholder
Nagambie’s prospects have never been brighter than they currently are. The stage has been set and there are three
big potential drivers of Company value in the near term.
Underwater PASS Storage at the Nagambie Mine (100% NAG)
PASS (Potential Acid Sulfate Soil) material will be generated from the boring of the North East Link Project (NELP)
road tunnels by two large tunnel-boring machines (TBMs). The first of the two TBMs could be ready to commence
boring in March 2024, with the second TBM not too far behind. Total TBM tunnelling time is estimated to be two years.
Nagambie has EPA Victoria approval, via an Environmental Management Plan, to store PASS below water in the two
water-filled 1990s oxide-gold pits at the Nagambie Mine.
The Spark consortium, the builder of the NELP, asked for PASS storage bids from a select group of approved sites,
with bids closing on 24 October 2023. Nagambie has bid competitively to store a large quantity of PASS at the
Nagambie Mine and is hopeful of being awarded a contract by Spark.
Major Victorian High-Grade Antimony-Gold (Sb-Au) Discovery at the Nagambie Mine (100% NAG)
The discovery now consists of four lode systems with multiple veins within them (C1, C2, C3 and N1 lodes) and they
all remain open at depth. Calculation of a maiden stopeable JORC Inferred Resource is now under way.
The 38 economically-mineable intersections to date average 3.8m downhole length, 1.6m EHT (estimated horizontal
stope thickness) and 14.5 g/t AuEq (gold equivalent), comprising 5.6% Sb plus 3.8 g/t Au.
The average gold-equivalent stope grade of 14.5 g/t AuEq or approximately 0.5 ounces/tonne AuEq is very high grade
by industry standards, and 4.8 times the estimated mineable cut-off grade of 3.0 g/t AuEq. The average antimony
stope grade of 5.6% Sb makes the Nagambie Mine discovery the highest-grade antimony mineralisation in Australia
and one of the highest in the world.
Nagambie Mine Gold Toll Treatment Plant (50% NAG)
Nagambie and Golden Camel Mining (GCM) are proceeding with the construction and operation of a 300,000 tonnes
per annum toll treatment facility at the Nagambie Mine. GCM is the Manager and is paying 100% of all infrastructure,
construction and commissioning costs. After commissioning, all revenues and operating costs will be shared 50:50.
Initial feed for the plant is to be trucked from GCM’s Golden Camel Mine.
GCM has been refurbishing key components of the plant and has advised Nagambie that it is close to finalising a
financing package with overseas funds. Construction of the treatment plant is planned to take 10 months.
Cash flow from a NELP PASS contract is projected to significantly drive the development of an Sb-Au operation at
the Nagambie Mine. Likewise, cash flow from a GCM:Nagambie toll treatment plant.
Kevin Perrin’s Second Term as a Director
Kevin Perrin was previously a Director of Nagambie for over nine years (2010-2019) and is the largest shareholder in
the Company (16.8%). He rejoined the Board in September and has provided a $2.0 million flexible working capital
facility to Nagambie on commercial terms.
Kevin is a Certified Practising Accountant (CPA) and for over 40 years was a Founding Partner of PPT Accounting in
Ballarat, an accounting, taxation, audit and financial advisory practice. He is known to be a very astute businessman.
As usual I would again like to thank the Company’s very supportive and patient shareholders and noteholders - also
my fellow directors, the CEO and his team, our joint venture partners Golden Camel Mining and Southern Cross Gold,
and our various excellent consultants for yet another productive year.
Mike Trumbull
Executive Chairman
31 October 2023
Nagambie Resources Limited | 2023 Annual Report | Page 1
CEO’s Operations & Exploration Review
CEO’s OPERATIONS & EXPLORATION REVIEW
PASS BID FOR NORTH EAST LINK PROJECT (NELP)
PASS (Potential Acid Sulfate Soil) material will be generated from the boring of the NELP road tunnels by two large tunnel-
boring machines (TBMs). The first of the two TBMs arrived in parts by ship in Port Melbourne in early September 2023.
Those parts were trucked to the NELP tunnels launch area and assembly commenced. With a total announced assembly
time of six months, the first TBM could be ready to commence boring in March 2024. Total TBM tunnelling time is estimated
to be two years.
Nagambie Resources has EPA Victoria approval, via an Environmental Management Plan (EMP), to store PASS below water
in the two water-filled 1990s oxide-gold pits at the Nagambie Mine.
Nagambie submitted a final conforming bid to the Spark consortium, the builders of the NELP, for the underwater storage of
PASS at the Nagambie Mine on 24 October 2023.
NAGAMBIE MINE HIGH-GRADE ANTIMONY-GOLD DISCOVERY
Current Status of Project
•
•
•
•
•
•
•
The major Victorian high-grade antimony-gold (Sb-Au) virgin discovery at the 100%-ownedNagambie Mine
was announced on 3 July 2023.
The discovery now consists of four lode systems with multiple veins within them (C1, C2, C3 and N1 lodes)
and they all remain open at depth. Nagambie’s structural model predicts that significantly more lode systems
could be delineated over time.
The 38 economically-mineable intersections to date (refer Table 1) average 3.8m downhole length,1.6m
EHT (estimated horizontal stope thickness) and 14.5 g/t AuEq (gold equivalent) (5.6% Sb (antimony) plus 3.8
g/t Au (gold)).
The average gold-equivalent stope grade of 14.5 g/t or approximately 0.5 ounces/tonne AuEq is very
high grade by Victorian and Australian standards, and 4.8 times the estimated mineable cut-off gradeof 3.0 g/t
AuEq. This indicates potentially very-low operating cost, very-high operating margin mineralisation.
The average antimony stope grade of 5.6% Sb makes the Nagambie Mine discovery the highest-grade
antimony mineralisation in Australia.
The newly delineated N1 (E-W) lode system already has a strike length of around 220m and is open both to
the west and east. N1 is now the lode system with the most potential AuEq content.
Diamond drilling was paused early in the September 2023 quarter to fully assess the results of all the drilling
since the June 2022 quarter, calculate a maiden JORC Inferred Resource and conserve funds ahead of
the next focussed drilling program. Nagambie’s geologists have carried out extensive geological modelling of
the anticlinal folding, the anticlinal shears, the bedding traces, and the more sandstone-rich sedimentary beds.
Logging, core sawing and laboratory assaying of the remaining intersections will be completed shortly.
• Mining Plus, a global mining services provider, has determined that the Sb-Au mineralisation is not
highly-nuggety / highly-variable and, as a result, costs of drilling going forward, both from surface and
underground, will be significantly less than for nuggety / highly-variable-grade mineralisation.
• Mining Plus has also designed an exploration decline
from surface, to be entirely
in solid
basement sandstone/siltstone rocks and well away from the surface Murray Basin clays and sands further
to the west. Initial main ore drives are planned at 105m and 125m vertically below surface. The designs will form
part of Nagambie’s Work Plan Variation application to carry out underground exploration work under its Mining
Licence.
•
•
A new and dramatically increasing use of antimony is in Solar PV (photovoltaic) glass panel manufacturing as
the world moves to renewable, decarbonizing energy generation.
During the last year, Nagambie has been approached by overseas antimony refineries, end users and
trading groups from China, the Middle East and Europe – all interested in mutually-beneficial antimony
off-take agreements.
Nagambie Resources Limited | 2023 Annual Report | Page 2
Table 1 All 38 Economically-Mineable Intersections to date: EHT => 1.2m and AuEq => 3.0 g/t
BD of unmineralised waste: 2.74
EHT and BD Weighting
BD of pure Stibnite: 4.56
Mineable Intersection
From (m)
To (m) Downhole
EHT
Au
Sb
AuEq
BD EHT & BD EHT & BD EHT & BD
AuEq
AuEq
(Potential Stope)
Length
(m) Assay Assay
(g/t)
based Weighted Weighted Weighted
x EHT
x L
CEO’s Operations & Exploration Review
NRP002 C1 E&W
109.00
136.10
NAD008 C1 E
178.20
180.00
Progressive Totals **
16 September 2022
NAD009 C1 E
NAD009 C1 W
NAD010 C1 E
NAD010 C1 W
NAD011 C1 E
NAD011 C1 W
172.34
174.20
200.00
207.30
160.00
161.78
163.56
165.35
214.30
217.80
270.70
276.00
Progressive Totals **
16 November 2022
NAD012 C2 E
NAD012 C2 W
401.40
404.80
423.00
428.00
Progressive Totals **
23 January 2023
NAD012 C2 W (Hinge)
416.00
420.00
NAD012 C1 W
130.86
132.20
Progressive Totals **
3 March 2023
NAD013 C1 E
NAD013 C1 W
167.30
171.10
238.00
240.30
NAD016 N1 (E-W)
180.50
188.00
NAD016 N1 (E-W)
174.50
177.00
NAD016 N1 (E-W)
170.00
171.40
NAD017 C1 W
217.00
219.48
Progressive Totals **
10 March 2023
NAD020 C1 E-W Link
214.28
216.60
NAD022 C1 E
NAD023 C1 W
238.00
239.55
272.16
276.00
NAD029 N1 (E-W)
285.50
286.75
Progressive Totals **
23 March 2023
NAD024 C1 W
NAD030 C2 E
NAD030 C2 E
NAD030 C2 E
NAD031 C2 E
250.60
258.20
206.70
208.30
202.50
203.90
198.20
199.90
208.00
210.35
NAD034 C2 W (Hinge)
284.50
286.50
NAD034 C2 W (Hinge)
275.40
276.90
Progressive Totals **
22 May 2023
NAD033 C3
205.00
206.56
NAD036 N1 (E-W)
316.00
319.00
NAD036 N1 (E-W)
310.00
314.16
NAD036 N1 (E-W)
304.30
307.20
NAD040 C3
253.00
261.30
Progressive Totals **
3 July 2023
NAD019 N1 (E-W)
209.50
211.59
NAD038 C3
NAD040 C3
NAD044 C3
193.10
197.21
292.40
296.00
330.70
332.89
L (m)
27.10
1.80
1.86
7.30
1.78
1.79
3.50
5.30
3.40
5.00
4.00
1.34
3.80
2.30
7.50
2.50
1.41
2.48
2.32
1.55
3.84
1.25
7.60
1.60
1.40
1.70
2.35
2.00
1.50
1.56
3.00
4.16
2.90
8.30
2.09
4.11
3.60
2.19
(g/t)
(Sb % )
on Sb%
2.50
1.20
3.70
1.20
4.70
1.20
1.20
1.20
2.25
15.45
2.62
2.42
20.49
1.98
1.20
23.67
2.70
1.40
2.36
1.27
1.20
1.20
33.80
1.20
1.20
1.20
1.20
38.59
2.91
1.36
1.20
1.20
1.20
1.20
1.20
48.86
1.20
1.33
1.20
1.48
1.20
55.28
1.20
1.20
1.91
1.20
4.84
3.51
0.08
4.86
7.51
3.05
19.18
9.34
2.36
4.20
4.59
12.88
13.38
16.14
44.21
0.19
0.10
1.46
6.72
8.70
6.27
1.67
3.61
7.13
3.12
9.37
5.00
5.92
0.75
3.46
0.69
4.59
2.70
1.55
0.90
1.33
1.18
1.53
1.64
0.79
0.70
3.32
6.42
0.73
6.33
0.34
2.58
1.37
2.81
1.47
5.56
2.91
10.38
21.29
2.54
5.49
11.57
19.19
3.78
1.66
13.50
4.84
10.02
22.74
0.05
2.37
1.67
0.32
1.77
7.23
7.64
12.55
5.61
9.30
3.93
7.70
8.25
18.16
11.98
23.57
9.02
21.82
5.74
1.34
3.92
1.71
3.85
1.31
5.58
5.54
3.44
1.24
13.67
4.11
8.40
4.60
8.53
4.04
12.30
11.38
7.28
5.68
10.05
25.61
8.29
16.56
3.37
2.22
0.96
7.02
12.76
4.59
4.41
14.77
2.89
2.79
2.78
2.81
3.05
2.79
2.77
2.94
2.78
2.84
2.80
2.77
2.93
2.74
2.78
2.77
2.74
2.77
2.82
2.89
2.98
2.92
2.84
2.76
2.81
2.77
2.81
2.76
2.84
2.84
2.79
2.76
2.93
2.89
2.80
2.78
2.75
2.87
Progressive Totals **
13 October 2023
143.18
60.79
Au
5.42
3.55
0.08
5.32
Sb
9.15
3.26
2.52
4.74
13.56
18.44
3.05
1.61
AuEq (g/t x m)
(g/t x m)
22.90
9.77
4.89
14.37
48.79
6.03
3.18
57.3
11.7
69.0
5.9
67.5
58.5
7.2
3.8
621
18
9
105
87
11
11
12.01
24.45
55.0
130
2.57
6.17
3.89
1.83
11.59
21.08
13.72
5.24
11.75
26.77
267.0
30.3
51.0
348.4
27.2
6.3
381.8
72.2
10.1
19.5
16.0
6.7
11.1
517.5
13.1
26.3
33.5
30.8
621.3
42.2
5.6
11.2
5.6
11.1
5.0
16.8
718.8
7.23
8.26
12.56
5.61
9.30
10.94
21.96
27.87
25.72
14.51
4.14
9.30
4.69
9.25
4.19
14.00
13.05
15.7
7.39
5.81
29.21
18.22
9.8
7.0
43.3
21.9
816.5
13.40
16.1
4.97
4.44
6.0
8.5
16.50
19.8
866.88
39
105
55
7
102
17
62
31
8
23
25
34
107
32
110
7
13
8
22
8
21
20
22
24
85
151
28
20
16
36
55
0.05
2.69
1.69
0.32
1.78
5.34
9.42
14.23
10.99
6.19
1.35
4.39
1.76
4.23
1.38
6.45
6.37
3.50
1.27
11.84
9.15
3.74
2.42
0.98
7.94
0.21
0.10
1.52
6.68
9.30
6.30
1.75
4.32
7.13
3.12
9.32
5.00
5.90
0.75
3.96
0.68
4.72
2.68
1.56
0.92
1.33
1.17
1.56
1.69
0.89
0.70
3.31
6.60
0.74
6.26
0.35
2.57
1.33
Averages to Date
3.77
1.60
2.83
3.84
5.56
14.47
23.1
AuEq (g/t) = Au (g/t) + (Sb% x 1.91); BD = bulk density; EHT = estimated horizontal stope thickness; ** EHT (m) is used to
calculate the volume of a mineable stope; AuEq (g/t) x EHT (m) is used to calculate the AuEq content of a mineable stope.
Nagambie Resources Limited | 2023 Annual Report | Page 3
Figure 1 Plan View of the West Pit and the C1, C2, C3 and N1 Lode Systems
CEO’s Operations & Exploration Review
Figure 2 Long Section View of the C1 Lode System
Nagambie Resources Limited | 2023 Annual Report | Page 4
Figure 3 Long Section View of the C2 Lode System
CEO’s Operations & Exploration Review
Figure 4 Long Section View of the C3 Lode System
Nagambie Resources Limited | 2023 Annual Report | Page 5
Figure 5 Long Section View of the N1 (E-W) Lode System
CEO’s Operations & Exploration Review
Mineable Intersections (or Potential Stopes) for Sb-Au Mineralisation
Nagambie conforms to the JORC Code for the reporting of Exploration Results by calculating economically-mineable
intersections over estimated horizontal thicknesses (EHTs) rather than just reporting simple down hole assay data.
The JORC Code requires that, if the geometry of the mineralisation with respect to the drill hole angle is known, its nature
should be reported. If the geometry is not known and only the down hole lengths are reported, there should be a clear
statement to this effect (e.g. ‘down hole length, true width not known’). The industry reports either estimated true widths
(ETWs) or estimated horizontal thicknesses (EHTs) to account for the geometry of the mineralisation with respect to the drill
hole angle.
For samples containing significant antimony, the individual Au and Sb assays are weighted by Nagambie for both sample
thickness and bulk density. Consideration is then given to the mineable cut-off grade (MCOG) of 3.0 g/t AuEq over a stope
width of at least 1.2m EHT.
Nagambie calculates AuEq grades by applying a Costerfield Mine AuEq factor, the relative value of 1.0% Sb in the mine to
1.0 g/t Au in the mine. In CY2023, the AuEq factor applied by Nagambie is 1.91 based on Mandalay Resources’ (owner
of the Costerfield Mine) annual guidance in January 2023 of US$1,797 / oz Au and US$10,805 / tonne Sb.
All 38 economically-mineable intersections (potential stopes) within the four lodes to date (C1, C2, C3 and N1 lodes) are
summarised in Table 1.
Geological Overview to date of Sb-Au Mineralisation
The four epizonal lode systems delineated to date (C1, C2, C3 and N1) are shown in plan view in Figure 1 and long section
view in Figures 2, 3, 4 and 5 respectively. Nagambie’s structural model predicts that more lode systems could be delineated
over time.
The principal anticlinal folding, the anticlinal shears, and the more sandstone-rich sedimentary beds for the C1, C2 and C3
lode systems are shown in Figures 2, 3 and 4 respectively. Sedimentary bedding in the East Pit generally strikes E-W but
the bedding in the West Pit (refer Figure 1) is striking more predominately NE-SW. The lode system Sb-Au mineralisation
has not been dated but is considered to be of circa 375 million years age.
The deepest intersection to date is 250m vertically below surface (refer Figure 2, C1 lode system, 27.9 g/t AuEq (14.2%
Sb plus 0.7 g/t Au) over 1.2m EHT from 272.2m in NAD023). All four lode systems are open at depth and could extend
Nagambie Resources Limited | 2023 Annual Report | Page 6
Example of Massive Stibnite Diamond Core at the Nagambie Mine
CEO’s Operations & Exploration Review
significantly deeper. The Fosterville Mine epizonal mineralisation (65km west of the Nagambie Mine) extends to more than
1,000m vertical depth and the Costerfield Mine epizonal mineralisation (45km west of the Nagambie Mine) is approaching
1,000m vertical depth.
The lode with the most potential to date appears to be the newly delineated N1 (E-W) lode system (refer Figures 1
and 5). It already has a strike length of around 220m and is open both to the west and to the east. N1 was not predicted and
was located in holes designed to intersect the C1 and C2 lode systems. It appears to be related to one of the E-W-striking
thrust faults and the mineralisation associated with these E-W thrust faults has not previously contained significant Sb grades.
N1 mineable intersections to date containing significant Sb (refer Figure 5) include:
•
•
29.2 g/t AuEq (11.8% Sb plus 6.6 g/t Au) over 1.5m EHT from 304.3m in NAD036; and
25.7 g/t AuEq (11.0% Sb plus 4.7 g/t Au) over 1.2m EHT from 285.5m in NAD029.
NAGAMBIE RESOURCES’ ANTIMONY AND GOLD TENEMENTS
The Company’s tenements as at 30 September 2023, totalling 3,336.5 sq km, are listed in Table 2 and their general location
in central Victoria is shown in Figure 6.
Figure 6 Nagambie’s Tenements (in blue) all within the Melbourne Zone (in pink)
Nagambie Resources Limited | 2023 Annual Report | Page 7
Table 2 Nagambie Resources Tenements as at 30 September 2023
CEO’s Operations & Exploration Review
NAGAMBIE GOLD TREATMENT PLANT
Nagambie Resources and Golden Camel Mining (GCM) are proceeding with the construction and operation of a 300,000
tonnes per annum toll treatment facility at the Nagambie Mine. GCM is the Manager and is paying 100% of all infrastructure,
construction and commissioning costs. After commissioning, all revenues and operating costs will be shared 50:50. Initial
feed for the plant is to be trucked from GCM’s Golden Camel Mine.
GCM has been refurbishing key components of the plant and is still finalising financial arrangements with external parties.
POTENTIAL BACTERIAL RECOVERY OF GOLD IN 1990s HEAP LEACH PAD
Total recorded gold production from the Nagambie Mine cyanide heap between 1989 and 1997 was 134,000 ounces and
Nagambie Resources considers that a significant amount of gold remains in the heap. Extracting this gold in a toll treatment
plant or by additional cyanide heap leaching is currently not viable or economic.
Stage 1 of the Bioleaching Project was completed with the findings being that gold can be bioleached from the tailings using
native and externally sourced bacteria when suitable conditions are provided. Further research was recommended to refine
and improve the rate of gold bioleaching.
$50,000 of funding assistance for Stage 2 of laboratory testwork, using larger samples from the Nagambie Mine and more
bacteria options, has been approved under the Federal Government’s Innovation Connections Program. The Perth-based
laboratory, which is carrying out the work, has agreed to contribute an additional $55,000 to the Stage 2 work given its
positive assessment of the project. The Stage 2 work is still progressing.
James Earle
Chief Executive Officer
Nagambie Resources Limited | 2023 Annual Report | Page 8
CEO’s Operations & Exploration Review
STATEMENT AS TO COMPETENCY
The Exploration Results in this report have been compiled by Adam Jones who is a Member of the Australian Institute of
Geoscientists (MAIG). Adam Jones has sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person as defined in the
2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. He
consents to the inclusion in this report of these matters based on the information in the form and context in which it appears.
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-
looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “target”,
“intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and
include statements regarding certain plans, strategies and objectives of management and expected financial performance.
These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are
outside the control of Nagambie Mining and any of its officers, employees, agents or associates. Actual results, performance
or achievements may vary materially from any projections and forward-looking statements and the assumptions on which
those statements are based. Exploration potential is conceptual in nature, there has been insufficient exploration to define
a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource. Readers
are cautioned not to place undue reliance on forward- looking statements and Nagambie Resources assumes no obligation
to update such information.
Nagambie Resources Limited | 2023 Annual Report | Page 9
Directors’ Report
Directors’ Report
The directors of Nagambie Resources Limited (ASX: NAG or Nagambie) submit herewith the annual financial report of
the company and its controlled entities (the group) for the financial year ended 30 June 2023.
Directors
The names and particulars of the company directors in office during the financial year and until the date of this report
are as follows. The directors were in office for the entire period unless stated otherwise.
Name
Particulars
MICHAEL W TRUMBULL
Non-Executive Director
Appointed 28 July 2005
Non-Executive Chairman
Appointed 20 December 2007
Executive Chairman
Appointed 13 September 2013
Michael Trumbull has a degree in mining engineering (first class honours) from the
University of Queensland and an MBA from Macquarie University. A Fellow of the
Australian Institute of Mining and Metallurgy, he has over 40 years of broad mining
industry experience with mines / subsidiaries of MIM, Renison, WMC, CRA, AMAX,
Nicron, ACM and BCD Resources.
From 1983 to 1991, he played a senior executive role in expanding the Australian gold
production assets of ACM Gold. From 1985 to 1987, he was Project Manager and
then Resident Manager of the Westonia open pit gold mine and treatment plant in
Western Australia. From 1987 to 1991, he was General Manager – Investments for
the ACM Group.
From 1993 to 2011, he was a Director of the BCD Resources Group and was involved
in the exploration, subsequent mine development and operation of the Beaconsfield
underground gold mine in Tasmania. From 1993 to 2003, he was the sole Executive
Director of BCD and, from 2003 to 2004, was the Managing Director.
Other current Directorships of Listed Companies
None
Former Directorships of Listed Companies in last three years
None
Interests in shares
26,081,436 fully paid ordinary shares
Interests in options
4,346,907 listed options exercisable at $0.10 on or before 26 April 2025
4,000,000 unlisted options exercisable at $0.108 on or before 23 November 2023
4,000,000 unlisted options exercisable at $0.100 on or before 29 November 2024
4,000,000 unlisted options exercisable at $0.100 on or before 1 December 2025
4,000,000 unlisted options exercisable at $0.1125 on or before 26 November 2026
4,000,000 unlisted options exercisable at $0.1005 on or before 25 November 2027
ALFONSO M GRILLO
Non-Executive Director and
Company Secretary
Independent
Appointed 24 November 2017
Alfonso Grillo is a founding Partner at GrilloHiggins Lawyers. He holds a Bachelor of
Arts and Bachelor of Law degree. Alfonso has over 20 years’ experience as a
corporate lawyer, including company meeting practice and corporate governance
procedures, fundraising and fundraising documentation, ASX Listing Rules and
mergers and acquisitions.
Alfonso advises resource industry companies in relation to mining and exploration
projects, acquisition and divestment of assets, joint ventures and due diligence
assessments.
Alfonso has been a member of the Audit and Compliance Committee since his
appointment.
Other Current Directorships of Listed Companies
None
Nagambie Resources Limited | 2023 Annual Report | Page 10
Interests in shares
Interests in options
Directors’ Report
Former Directorships of Listed Companies in last three years
None
3,004,812 fully paid ordinary shares
500,802 listed options exercisable at $0.10 on or before 26 April 2025
2,000,000 unlisted options exercisable at $0.108 on or before 23 November 2023
2,000,000 unlisted options exercisable at $0.100 on or before 29 November 2024
2,000,000 unlisted options exercisable at $0.100 on or before 1 December 2025
2,000,000 unlisted options exercisable at $0.1125 on or before 26 November 2026
2,000,000 unlisted options exercisable at $0.1005 on or before 25 November 2027
WILLIAM T COLVIN
Non-Executive Director
Independent
Appointed 8 September 2021
Bill Colvin is both a Mining Engineer (BSc (Eng) Hons from the Royal School of Mines,
London) and a Chartered Accountant (Institute Chartered Accountants of England &
Wales). He worked as an auditor for Coopers & Lybrand in London and Sydney before
commencing his executive mining career and has over 30 years of broad experience
with mines / subsidiaries of RGC / Goldfields, MPI Mines / Leviathan Resources,
Beaconsfield Gold / BCD Resources and currently Bayan Airag Exploration LLC.
With Goldfields, Bill had various senior executive roles before becoming General
Manager of the Henty Gold Mine in Tasmania and then General Manager, Group
Operations. With MPI, he was the General Manager of the Stawell Gold Mine in
Victoria, where he transformed the operation from a closure mode to a sustainable
future, producing over 800,000 ounces of gold. He was CEO for the BCD Resources
group for six years and championed a unique remote mining method that enabled the
Beaconsfield Gold Mine to resume operations following its high-profile closure in
2006.
As CEO for Bayan Airag, Bill supervised the permitting, construction and operational
start-up of that company’s 1 Mtpa gold-silver heap-leach mine in remote western
Mongolia that faced difficult climatic, infrastructure and political challenges. The
mine has been in continuous production since 2014 and the company is now
advancing several other Mongolian copper-gold resources.
Bill has been Chairman of the Audit and Compliance Committee since his
appointment.
Other Current Directorships of Listed Companies
None.
Former Directorships of Listed Companies in last three years
None
Interests in shares
808,824 fully paid ordinary shares
Interests in options
134,804 listed options exercisable at $0.10 on or before 26 April 2025
2,000,000 unlisted options exercisable at $0.1125 on or before 26 November 2026
2,000,000 unlisted options exercisable at $0.1005 on or before 25 November 2027
Nagambie Resources Limited | 2023 Annual Report | Page 11
Directors’ Report
WARWICK R GRIGOR
Non-Executive Director
Independent
Appointed 4 October 2022
Mr Warwick Grigor has over 40 years’ experience in the investment and gold mining
sectors, having worked with numerous stock broking and investment banking
organisations. Most recently he was the founding Chairman of Canaccord Genuity
Australia. He retired from Canaccord in 2014 to resume his Chairmanship with Far
East Capital Limited, an AFSL accredited family office and private investment bank
that specialises in the mining sector, providing independent research, corporate
advice and capital raising services.
Other Current Directorships of Listed Companies
First Graphene Limited appointed non-executive director 4 December 2015
West Wits Mining Limited appointed non-executive director 3 October 2022
Former Directorships of Listed Companies in last three years
None
1,200,000 fully paid ordinary shares
200,000 listed options exercisable at $0.10 on or before 26 April 2025
2,000,000 unlisted options exercisable at $0.1005 on or before 25 November 2027
Interests in shares
Interests in options
Interests in convertible notes
1,250,000 Series 10 Convertible Notes which may be converted onto 1,250,000
ordinary shares at a price of $0.08.
KEVIN J PERRIN
Non-Executive Director
Independent
Appointed 13 September 2023
Kevin Perrin is a Certified Practising Accountant (CPA). Since 1 July 2012, he has been
a consultant to PPT Accounting after having been a partner in that business for over 40
years. PPT Accounting is a firm of CPA’s located in Ballarat which conducts an
accounting, taxation, audit and financial advisory practice.
He is also a consultant to PPT Financial Pty Ltd, having been a director and shareholder
of that company for over 25 years. PPT Financial Pty Ltd is an independent investment
advisory firm holding an Australian Financial Services Licence.
Kevin was previously a director of the Company from 17 September 2010 to 30 June
2019, during which time he was the Deputy Chairman of the Board and the Chairman
of the Audit and Compliance Committee.
Other Current Directorships of Listed Companies
None
Former Directorships of Listed Companies in last three years
None
Interests in shares
97,547,341 fully paid ordinary shares
Interests in options
10,247,512 listed options exercisable at $0.10 on or before 26 April 2025
2,000,000 unlisted options exercisable at $0.108 on or before 23 November 2023
2,000,000 unlisted options exercisable at $0.100 on or before 29 November 2024
2,000,000 unlisted options exercisable at $0.100 on or before 1 December 2025
1,000,000 unlisted options exercisable at $0.1125 on or before 26 November 2026
1,000,000 unlisted options exercisable at $0.1005 on or before 25 November 2027
Nagambie Resources Limited | 2023 Annual Report | Page 12
Interests in convertible notes
990,000 Series 7 Convertible Notes which may be converted onto 990,000 ordinary
shares at a price of $0.10.
Directors’ Report
8,000,000 Series 8 Convertible Notes which may be converted onto 8,000,000
ordinary shares at a price of $0.05.
6,200,000 Series 9 Convertible Notes which may be converted onto 6,200,000
ordinary shares at a price of $0.10.
6,200,000 Series 10 Convertible Notes which may be converted onto 6,200,000
ordinary shares at a price of $0.08.
Chief Executive Officer
JAMES C EARLE BE (Geological) MEM MBA
James Earle was appointed as Chief Executive Officer on 4 July 2016. He is a Geological Engineer with over 15 years
broad experience with environmental impact assessments and approvals, waste management, environmental
management plans, soil and water assessments and strategic advice. The majority of his experience has been in public
infrastructure development and site-based environmental management.
He has held positions with consulting organisations and government departments in Australia and the UK. The most
recent positions held by James were Manager of the Victorian practice of Ramboll Environ and prior to that he was a
Senior Consultant, Service Group Manager and Principal Consultant at GHD. Both of these groups are global
engineering and environmental consultancies. James has also lectured at the Australian National University.
Interests in shares:
1,509,945 fully paid ordinary shares
Interests in options:
251,658 listed options exercisable at $0.10 on or before 26 April 2025
2,000,000 unlisted options exercisable at $0.126 on or before 22 August 2023
2,000,000 unlisted options exercisable at $0.108 on or before 23 November 2023
2,000,000 unlisted options exercisable at $0.100 on or before 29 November 2024
2,000,000 unlisted options exercisable at $0.100 on or before 1 December 2025
4,000,000 unlisted options exercisable at $0.1125 on or before 26 November 2026
2,000,000 unlisted options exercisable at $0.1005 on or before 25 November 2027
Interests in convertible notes
600,000 Series 9 Convertible Notes which may be converted onto 6,200,000 ordinary shares at a price of $0.10.
187,050 Series 10 Convertible Notes which may be converted onto 6,200,000 ordinary shares at a price of $0.08.
Operating and Financial Review
Principal Activities
The principal activities of the group during the financial period were the exploration for, and development of, gold,
associated minerals including antimony, and construction materials in Australia, and the investigation and development
of waste handling assets.
Review of Operations
Nagambie Mine Antimony-Gold Project (100% NAG)
FY2023 was the busiest and most successful year of exploration in the Company’s history. 35 oriented diamond drill
holes, NAD011-044 plus NAD034A, were completed under and to the west of the West Pit in Mining Licence MIN 5412
for a total of 11,093m and an average per hole of 317m. A total of 1,621 assays were received during the year from
NAD007-040.
A major Victorian high-grade antimony-gold (Sb-Au) discovery at the Nagambie Mine was announced by the Company
at year end. In summary:
Nagambie Resources Limited | 2023 Annual Report | Page 13
Directors’ Report
•
•
•
•
the discovery currently consists of four high-grade vein systems and Nagambie’s structural model predicts
that significantly more vein systems could be delineated over time;
the 34 economically-mineable intersections to date average 1.6m EHT (estimated horizontal stope thickness)
at 15.0 g/t AuEq (gold equivalent) (5.8% Sb plus 4.0 g/t Au);
the average stope grade of 15.0 g/t or approximately 0.5 ounces/tonne AuEq is very high grade by Victorian
and Australian standards, and five times the estimated mineable cut-off grade of 3.0 g/t AuEq. This indicates
potentially very-low operating cost, very-high operating margin mineralisation; and
the average stope grade of 5.8% Sb makes the Nagambie Mine discovery the highest-grade antimony
mineralisation in Australia.
Mining Plus, a global mining services provider, has determined that the grade distribution within the currently defined
high-grade lodes shows that the mineralisation is not highly-nuggety / highly-variable and, as a result, drilling costs
going forward will be significantly less than for Bendigo-Ballarat-style mineralisation.
Mining Plus has also designed an exploration decline from surface and exploration ore drives at 105m and 125m
vertically below surface. The designs will form part of Nagambie’s future Work Plan Variation application to carry out
the underground exploration work under its Mining Licence MIN5412.
Historically and economically, antimony is the second most important metallic commodity in Victoria, after gold
(Geological Survey of Victoria). Antimony, which is non-conductive, has been traditionally used: (1) an alloy to harden
lead and tin for uses in lead-acid batteries, bullets, cable coverings and machine bearings; (2) as a fire retardant in
paints, plastics, rubber and textiles; and (3) In semiconductor technology, diodes and infrared detectors. A new and
dramatically increasing use is in Solar PV (photovoltaic) panel glass manufacturing as the world moves to renewable
decarbonizing energy generation.
During the year, as Nagambie has progressively reported its high-grade antimony drilling results, the Company has
been approached by overseas refineries, end users and trading groups from China, the Middle East and Europe – all
interested in securing off-take agreements as the Nagambie Mine project advances.
Antimony-Gold Tenements
The Company’s tenements as at 30 June 2023 totalled 3,336.5 sq km.
At the end of the financial year, Nagambie received notice from Earth Resources and Regulation Victoria (ERR)
regarding a reassessment of the rehabilitation liability for MIN 5412. The Company is liaising with ERR on the
recalculation. The bond is currently $500,000.
Nagambie Joint Venture (NJV) (50% NAG)
The NJV was formed to develop a Central Processing Hub on Nagambie’s 100%-owned Nagambie Mine site, with a
300.000 tpa treatment plant and tubecell tailings storage facility to be fully funded by Golden Camel Pty Ltd (GCM) for
a 50% interest. After construction and commissioning, all revenues and operational costs will be shared 50:50. Initial
feed for the plant is to be trucked from GCM’s Golden Camel Mine.
GCM is continuing negotiations with several financiers with finalisation anticipated in FY2024.
Bacterial Leaching of Gold in Historic Nagambie Mine Heap Leach Pad (100% NAG)
Stage 1 of the Bioleaching Project was completed with the findings being that gold can be bioleached from the tailings
using native and externally sourced bacteria when suitable conditions are provided. Further research was
recommended to refine and improve the rate of gold bioleaching.
$50,000 of funding assistance for Stage 2 of laboratory testwork, using larger samples from the Nagambie Mine and
more bacteria options, was approved under the Federal Government’s Innovation Connections Program. The Perth-
based laboratory, which is carrying out the work, agreed to contribute an additional $55,000 to the Stage 2 work given
its positive assessment of the project. The Stage 2 work is still progressing.
PASS (Potential Acid Sulfate Soil) Storage (100% NAG)
At year end, the Spark consortium, the builder of the North East Link Project (NELP), had not yet placed orders for the
storage of the approximate 7 Mt of PASS material that will be generated from the boring of the road tunnels by two
large tunnel-boring machines (TBMs) that Spark has on order. Nagambie is one of the bidders for the NELP PASS
Nagambie Resources Limited | 2023 Annual Report | Page 14
storage, having EPA Victoria approval to store PASS below water in the two water-filled 1990s oxide-gold pits at the
Nagambie Mine.
Directors’ Report
Likely Developments
During the 2024 financial year, Nagambie Resources is planning to:
1. Calculate a maiden JORC-compliant MRE (mineral resource estimate) for the Nagambie Mine high-grade
antimony-gold project;
2. Recommence diamond drilling of the antimony-gold resource based on the recommendations from a full
assessment of the resource potential of the various lodes delineated to date;
3. Continue to carry out detailed investigations and design for a Work Plan Variation application to carry out
underground exploration from a decline on MIN 5412;
4. Continue to negotiate off-take agreements for proportions of future antimony and gold production from the
Nagambie Mine underground mine in return for funding assistance to develop the operation (potential
combination of equity, debt and forward sales);
5. Continue to assist Golden Camel wherever required to construct and commission the gold toll treatment
plant at the Nagambie Mine;
6. Continue to carry out the second-stage, larger-scale laboratory testwork to recover residual gold from the
Nagambie Mine heap leach pad; and
7. Tender for PASS storage for the NELP tunnels PASS material anticipated to be generated from March
2024.
Financial Matters
The consolidated loss for the group for the year amounted to $3,341,632 after tax. This compared to a loss after tax
for the year ended 30 June 2022 of $2,340,799. The increase of $1,000,833 in the loss for the year arises after an
increase in revenue of $50,861 and an increase in expenditures of $1,051,694. After a loss on disposal of $26,865 in
Mawson Gold Limited is taken into account as Other comprehensive income there is a Total comprehensive loss of
$3,368,497 for the year.
There were 68,580,158 new shares issued during the year raising $3,720,130 before costs and the issue of Convertible
Loan Note Series 10 for $3,257,000 which included the rolling over of $1,800,000 Series 6.
Changes in state of affairs
There was no significant change in the state of affairs of the Group during the financial year other than already
disclosed.
Risks and Uncertainties
The business and operations of the Group are subject to numerous risks, many of which are beyond the Group’s
control. The Group considers the risks set out below to be some of the most significant to the Group, but not all of the
risks associated with the Group. If any of these risks materialise into actual events or circumstances or other possible
additional risks and uncertainties of which the Group is currently unaware or which it considers to be material in relation
to the Group’s business actually occur, the Group’s assets, liabilities, financial condition, results of operations (including
future results of operations), business and business prospects, are likely to be materially and adversely affected.
(a) The Group has limited financial resources and limited operating revenues. To earn and/or maintain its interest
in its mineral projects, the Group has contractually agreed or is required to make certain payments and
expenditures for and on such projects. The Group’s ability to continue as a going concern is dependent upon,
among other things, the Group establishing commercial quantities of mineral reserves on its projects and
obtaining the necessary financing and permits to develop and profitably produce such minerals or,
alternatively, disposing of its interests on a profitable basis, none of which is assured.
(b) The Group has only generated losses to date and will require additional funds to further explore its projects.
The only sources of funds for exploration programs, or if such exploration programs are successful for the
development of economic ore bodies and commencement of commercial production thereon, presently
available to the Group are the sale of equity or farming out its mineral projects to third party for further
exploration or development. The Group’s ability to arrange financing in the future will depend, in part, upon
Nagambie Resources Limited | 2023 Annual Report | Page 15
Directors’ Report
the prevailing capital market conditions as well as its business performance. There is no assurance such
additional funding will be available to the Group when needed on commercially reasonable terms or at all.
Additional equity financing may also result in substantial dilution thereby reducing the marketability of the
Company’s shares. Failure to obtain such additional financing could result in the delay or indefinite
postponement of further exploration and the possible, partial or total loss of the Group’s interest in its projects.
(c) Mineral exploration is subject to a high degree of risk, which even a combination of experience, knowledge
and careful evaluation may fail to overcome. These risks may be even greater in the Group’s case given its
formative stage of development and the fact that its mineral projects are still in their exploration stage.
Furthermore, exploration activities are expensive and seldom result in the discovery of a commercially viable
resource. There are no known resources or reserves on its mineral projects and the Group’s proposed
exploration programs are exploratory searches for commercial quantities of ore. There is no assurance that
the Group’s exploration will result in the discovery of an economically viable mineral deposit.
(d) The Group activities are subject to the risks normally encountered in the mining exploration business. The
economics of exploring, developing and operating resource projects are affected by many factors including
the cost of exploration and development operations, variations of the grade of any ore mined and the rate of
resource extraction and fluctuations in the price of resources produced, government regulations relating to
royalties, taxes and environmental protection and title defects.
(e) The Group’s mineral projects may be subject to prior unregistered agreements, interests or land claims and
title may be affected by undetected defects. In addition, the Group’s exploration activities will require certain
licenses and permits from various governmental authorities. There is no assurance that the Group will be
successful in obtaining the necessary licenses and permits on a timely basis or at all to undertake its
exploration activities in the future or, if granted, that the licenses and permits will be on the basis applied or
remain in force as granted.
(f) The Group must comply with environmental laws and regulations governing air and water quality and land
disturbance and provide for reclamation and closure costs in addition to securing the necessary permits to
advance exploration activities at is mineral projects. Environmental legislation is evolving in a manner that will
require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects, and a heightened degree of responsibility for companies
and their officers, directors and employees. Compliance with environmental laws and regulations may require
significant capital outlays on behalf of the Group and may cause material changes or delays in the Group’s
intended activities. Furthermore, environmental hazards may exist on the Group’s projects that are unknown
to the Group at present and that have been caused by the Group or by previous owners or operators of the
projects, or that may have occurred naturally. The Group may be liable for remediating such damages.
The above list of risks, uncertainties and other factors is not exhaustive.
Subsequent events
Nagambie Mine Antimony-Gold Project
Following the end of the year, the decision was made to pause the diamond drilling to conserve cash and enable all
the outstanding logging and assaying to be completed ahead of carrying out the calculation of a maiden JORC-
compliant MRE (mineral resource estimate) for the project.
Institutional Share Placement Facility
On 1 September 2023, Nagambie announced the conclusion of the institutional share placement facility for up to $2.0
million. The US-based institutional investor and the company mutually agreed for Nagambie to satisfy its obligations
by way of a cash payment of $169,451, representing the outstanding subscription amount and to terminate the
investor’s remaining funding commitment.
$2.0 Million Flexible Working Capital Facility
On 14 September 2023, the company announced that it, and its wholly-owned subsidiaries had entered into a loan
facility agreement with PPT Nominees Pty Ltd (PPT) under which Nagambie can draw down up to $2.0 million from
PPT. The key drawdown, interest and repayment terms for the two-year facility include: (1) minimum drawdown of
$100,000; (2) maximum drawdown of $500,000 per month; (3) 10% per annum interest on the outstanding amount
drawn down, payable each quarter in arrears; and (4) repayments can be made at any time to reduce the outstanding
amount drawn down without penalty. The loan is secured by the Company and its subsidiaries granting security over
their assets and undertakings in favour of PPT pursuant to a General Security Deed.
Nagambie Resources Limited | 2023 Annual Report | Page 16
Directors’ Report
Mr Kevin Perrin, a director of PPT, was also appointed as a Non-Executive Director of Nagambie on 13 September
2023. Mr Perrin was previously a director of Nagambie from 17 September 2010 to 30 June 2019, during which time
he was the Deputy Chairman of the Board and the Chairman of the Audit and Compliance Committee. Mr Perrin is the
largest shareholder in Nagambie with a 16.8% holding.
PASS (Potential Acid Sulfate Soil) Storage
The first of two large tunnel-boring machines (TBMs) to excavate the road tunnels for the North East Link Project
(NELP) arrived in parts by ship in Port Melbourne in early September 2023. Those parts have since been trucked to
the NELP tunnels launch area and assembly has commenced. With a total announced assembly time of six months,
the first TBM could be ready to commence boring in March 2024. Nagambie has been advised by the Spark consortium,
the builders of NELP, that final tendering for PASS storage is imminent.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly
affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Environmental regulations
The company’s exploration and mining tenements are located in Victoria. The operation of these tenements is subject
to compliance with the Victorian and Commonwealth mining and environmental regulations and legislation.
Licence requirements relating to ground disturbance, rehabilitation and waste disposal exist for all tenements held.
The directors are not aware of any ongoing breaches of mining and environmental regulations and legislation during
the year and up to the date of this report.
Dividends
No dividends in respect of the current financial period have been paid, declared or recommended for payment (2022:
Nil).
Share options
Share options granted to directors and executives
The following options were granted to directors and executives as share based payment during the year: Refer to
page 10 of the remuneration report for full details.
Michael Trumbull (director)
Alfonso Grillo (director)
William Colvin (director)
Warwick Grigor (director)
James Earle (chief executive officer)
4,000,000
2,000,000
2,000,000
2,000,000
2,000,000
The following options were issued to directors and executives as shareholders who participated in the 1 for 5
Renounceable Rights Issue in April 2023. For every new share, shareholders received one free attaching option with
an exercise price of 10 cents and a term of two years.
Michael Trumbull (director)
Alfonso Grillo (director)
William Colvin (director)
Warwick Grigor (director)
James Earle (chief executive officer)
4,346,907
500,802
134,804
200,000
251,658
Shares under option or issued on exercise of options
No options were exercised during the year.
Nagambie Resources Limited | 2023 Annual Report | Page 17
Directors’ Report
Options on issue as at reporting date
Number of options
4,500,000
10,500,000
2,000,000
14,900,000
14,150,000
14,650,000
17,650,000
15,681,683
94,031,683
Grant date
22/8/2018
23/11/2018
27/2/2019
29/11/2019
1/12/2020
26/11/2021
25/11/2022
26/04/2023
Vesting date
22/8/2018
23/11/2018
27/2/2019
29/11/2019
1/12/2020
26/11/2021
25/11/2022
26/04/2023
Expiry date
22/8/2023
23/11/2023
27/2/2024
29/11/2024
1/12/2025
26/11/2026
25/11/2027
26/4/2025
Exercise price
12.60 cents
10.80 cents
12.00 cents
10.00 cents
10.00 cents
11.25 cents
10.05 cents
10.00 cents
Indemnification of officers and auditors
During the financial year, the company paid a premium in respect of a contract insuring the directors of the company
(as named above), the company secretary, executive officers and any related body corporate against a liability incurred
by a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of
insurance prohibits disclosure of the nature of the liability and the amount of the premium. The company has not
otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to
indemnify an officer or auditor of the company or of any related body corporate against a liability incurred as such by
an officer or auditor.
Directors’ meetings
The following table sets out the number of directors’ meetings (including meetings of committees of directors) held
during the financial year and the number of meetings attended by each director (while they were a director or committee
member).
During the financial year 7 board meetings and 4 audit and compliance committee meetings were held.
Directors
Michael Trumbull
Alfonso Grillo
William Colvin
Warwick Grigor
Board of directors
Audit and compliance committee
Held
Attended
Held
Attended
7
7
7
6
7
7
7
6
4
4
4
3
4
4
4
3
Directors’ shareholdings and options
The following table sets out each director’s relevant interest in shares, debentures, and rights or options on shares of
the company or a related body corporate as at the date of this report.
Directors
Michael Trumbull
Alfonso Grillo
William Colvin
Warwick Grigor
Kevin Perrin
Fully paid ordinary
shares
Number
Share options
Number
Convertible Loan
Notes Number
26,081,436
3,004,812
808,824
1,200,000
97,547,341
24,346,907
10,500,802
4,134,804
2,200,000
18,247,512
-
-
-
1,250,000
21,390,000
Nagambie Resources Limited | 2023 Annual Report | Page 18
Directors’ Report
Remuneration report (Audited)
Remuneration policy for directors and executives
Details of key management personnel
The directors and key management personnel of Nagambie Resources Limited during the financial year were:
Michael Trumbull
Alfonso Grillo
William Colvin
Warwick Grigor
James Earle
Remuneration Policy
Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer
The Board is responsible for determining and reviewing the compensation of the directors, the chief executive officer,
the executive officers and senior managers of the company and reviewing the operation of the company’s Employee
Option Plan. This process requires consideration of the levels and form of remuneration appropriate to securing,
motivating and retaining executives with the skills to manage the company’s operations. The board of directors also
recommends levels and form of remuneration for non-executive directors with reference to performance and when
required, sought independent expert advice. The total sum of remuneration payable to non-executive directors shall
not exceed the sum fixed by members of the company in general meeting.
In accordance with ASX Listing Rule 10.17, the current maximum aggregate compensation payable out of the funds of
the company to non-executive directors for their services as directors is $250,000 per annum. For the year ending 30
June 2023, the board resolved that the executive chairman’s remuneration be set at $150,000 (2022: $150,000) per
annum excluding superannuation and share based payments. For non-executive directors, remuneration was set at
$62,000 (2022: $42,000) per annum excluding superannuation and share based payments. Where a director performs
special duties or otherwise performs consulting services outside of the scope of the ordinary duties of a director, then
additional amounts will be payable.
There is no direct relationship between the company’s remuneration policy and the company’s performance. That is,
no portion of the remuneration of directors, secretary or senior managers is ‘at risk’. However, in determining the
remuneration to be paid in each subsequent financial year, the board will have regard to the company’s performance.
Therefore, the relationship between the remuneration policy and the company’s performance is indirect.
Options are issued to employees under the company’s Employee Option Plan at the discretion of the board. Options
issued to directors require the approval of shareholders at a general meeting. The purpose of the issue of options is to
remunerate employees and directors as an incentive for future services. The directors consider it important that the
company is able to attract and retain people of the highest calibre and believe that the most appropriate means of
achieving this is to provide an opportunity to participate in the company’s future growth and give them an incentive to
contribute to that growth.
Relationship between the remuneration policy and company performance
The tables below set out summary information about the Group earnings and movements in shareholder wealth for
the five years to June 2023.
Revenue
Net loss before tax
Net loss after tax
30 June
2023
$310,360
$3,341,632
$3,341,632
30 June
2022
$259,498
$2,340,798
$2,340,798
30 June
2021
$285,175
$1,981,521
$1,981,521
30 June
2020
$306,173
$1,604,138
$876,491
30 June
2019
$328,904
$1,764,434
$1,485,048
Share price at start of year (cents)
Share price at end of year (cents)
Dividends paid
Basic earnings per share (cents)
Diluted earnings per share (cents)
4.9
3.9
Nil
(0.62)
(0.62)
8.0
4.9
Nil
(0.46)
(0.46)
5.2
8.0
Nil
(0.40)
(0.40)
4.4
5.2
Nil
(0.19)
(0.19)
16.0
4.4
Nil
(0.35)
(0.35)
Nagambie Resources Limited | 2023 Annual Report | Page 19
Directors’ Report
Director and executive remuneration
The directors, executives and consultants detailed below received the following amounts as compensation for their
services during the year:
Short
Term
Benefits
Post
Employment
Benefits
Share
Based
Payment
Performance
Related
Benefits
Movement
In
Accrued
Leave
Total
Salary,
fees and
fringe
benefits
$
155,223
155,223
62,000
42,000
61,870
33,945
45,778
-
-
7,789
233,333
166,667
Alfonso Grillo (2)
William Colvin (3)
Directors
Michael Trumbull (1) 2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Warwick Grigor (4)
Gary Davison
Chief Executive Officer
James Earle (5)
2023
2022
Total for Year
Total for Year
2023
2022
558,204
405,624
Superannuation
Options
(non-cash)
$
$
15,750
15,000
6,510
4,200
6,665
3,395
4,807
-
-
779
24,500
16,667
58,232
40,041
209,200
198,892
104,600
99,446
104,600
99,446
104,600
-
-
-
104,600
198,892
627,600
596,676
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
14,775
5,643
14,775
5,643
$
380,173
369,115
173,110
145,646
173,135
136,786
155,185
-
-
8,568
377,208
387,869
1,258,811
1,047,984
Apart from the contracts disclosed at (1) and (5) below there were no other contracts with management or directors in
place during the 2023 and the 2022 financial years.
(1)
(2)
(3)
Michael Trumbull is employed as Executive Chairman under a consultancy agreement which commenced on
1 July 2013 and is ongoing. The fixed annual remuneration level was set at $150,000 plus superannuation of
$15,750 (2022: $150,000 plus superannuation of $15,000) plus provision of a motor vehicle and
reimbursement of out of pocket expenses. The contract may be terminated upon giving 6 months’ notice by
the company or 3 months by the Consultant. Apart from accrued entitlements there are no other termination
benefits.
During the 2023 financial year, fees of $165,750 (2022: $165,000) were allocated to Cypron Pty Ltd, an entity
controlled by Michael Trumbull, for his services as a director of the company. At 30 June 2023, there was no
amount (2022: $165,000) owing to Cypron Pty Ltd.
During the 2023 financial year, fees of $68,510 (2022: $46,200) were allocated to GrilloHiggins Lawyers, an
entity in which Alfonso Grillo is a partner, for his services as a director of the company. The amount of $68,510
is comprised of $62,000 director’s fee plus an allowance of $6,510 for superannuation. During the 2023
financial year the company also paid fees of $160,485 (2022: $81,859) to GrilloHiggins Lawyers for secretarial
and legal services provided by Alfonso Grillo and other GrilloHiggins personnel.
At 30 June 2023, there was $23,644 (2022: $52,905) owing to GrilloHiggins.
William Colvin, during the 2023 financial year he was allocated $68,535 (2022: $37,340) for his services as a
director of the company. The amount of $68,535 is comprised of $61,870 director’s fee plus an allowance of
$6,665 for superannuation.
At 30 June 2023, there was $17,128 (2022: $37,340) owing to William Colvin.
(5)
(4) Warwick Grigor was appointed a director on 4 October 2022. During the 2023 financial year he was allocated
$50,585 (2022: $Nil) for his services as a director of the company. The amount of $50,585 is comprised of
$45,778 director’s fee plus an allowance of $4,807 for superannuation.
At 30 June 2023, there was $16,330 (2022: $Nil) owing to Warwick Grigor.
James Earle is employed as the Chief Executive Officer under an employment agreement which commenced
on 8 August 2016 and is ongoing. The fixed remuneration is $200,000 per annum plus superannuation. He is
also entitled to a cash incentive bonus subject to performance hurdles. For the 2023 financial year there was
no cash bonus paid (2022: $Nil). The agreement may be terminated by either party upon giving 3 months’
notice. Apart from accrued entitlements, there are no other termination benefits.
At 30 June 2023 there was nothing (2022: $36,666) owing to James Earle.
Nagambie Resources Limited | 2023 Annual Report | Page 20
Directors’ Report
Shareholdings of key management personnel
Balance
1 July 2022
Granted as
remuneration
On exercise
of options
Net change
(1)
Michael Trumbull
Alfonso Grillo
William Colvin
Warwick Grigor
James Earle
Total
21,734,529
2,504,010
674,020
-
1,258,287
26,170,846
-
-
-
-
-
-
-
-
-
-
-
-
4,346,907
500,802
134,804
1,200,000
251,658
6,434,171
Balance
30 June
2023
26,081,436
3,004,812
808,824
1,200,000
1,509,945
32,605,017
(1) Net change refers to on and off market acquisitions/disposals and participation in share purchase plans.
Executive Options
The Group has an ownership-based remuneration scheme for staff and executives (including executive and non-
executive directors) of the company. In accordance with the provisions of the scheme, as approved by shareholders at
a previous annual general meeting, staff and executives of the company may be granted options to purchase parcels
of ordinary shares at an exercise price determined at the discretion of the board of directors.
Each share option converts into one ordinary share of Nagambie Resources Limited on exercise by the payment of the
exercise price. No amounts are paid or payable by the recipient on receipt of the options. The options carry neither right
to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
The number of options granted is at the discretion of the board of directors of the company.
The options granted expire five years after their issue or one month after the resignation of the staff member or
executive, whichever is the earlier, or as otherwise determined by the board of directors. There are 94,031,683 share
options on issue under this plan, of which 65,681,683 are held by directors and key management personnel.
Options on issue at the end of the financial year
Number of options
Grant date
Vesting date
Expiry date
Exercise price
4,500,000
10,500,000
2,000,000
14,900,000
14,150,000
14,650,000
17,650,000
15,681,683
94,031,683
22/8/2018
23/11/2018
27/2/2019
29/11/2019
1/12/2020
26/11/2021
25/11/2022
26/04/2023
22/8/2018
23/11/2018
27/2/2019
29/11/2019
1/12/2020
26/11/2021
25/11/2022
26/04/2023
22/8/2023
23/11/2023
27/2/2024
29/11/2024
1/12/2025
26/11/2026
25/11/2027
26/04/2025
12.6 cents
10.8 cents
12.0 cents
10.0 cents
10.0 cents
11.25 cents
10.05 cents
10.00 cents
Value of options issued to directors and executives
The following grants of share-based payment compensation to directors and executives relate to the 2023 financial
year:
Name
Michael Trumbull
Alfonso Grillo
William Colvin
Warwick Grigor
James Earle
% of compensation
for year consisting
of options
Option series
55.03%
issued 25/11/2022
60.42%
issued 25/11/2022
60.42%
issued 25/11/2022
Issued 25/11/2022
67.40%
Issued 25/11/2022 2,000,000 2,000,000 100% 0% 27.73%
% of
grant
forfeited
0%
0%
0%
0%
Number
granted
4,000,000
2,000,000
2,000,000
2,000,000
Number
vested
4,000,000
2,000,000
2,000,000
2,000,000
% of
grant
vested
100%
100%
100%
100%
Nagambie Resources Limited | 2023 Annual Report | Page 21
Directors’ Report
The following table summarises the value of options granted, exercised or lapsed during the 2023 financial year to
directors and executives:
Name
Michael Trumbull
Alfonso Grillo
William Colvin
Warwick Grigor
James Earle
Value of options granted
during the year (i)
$
209,200
104,600
104,600
104,600
104,600
Value of options exercised
during the year (ii)
$
Nil
Nil
Nil
Nil
Nil
Value of options lapsed
during the year (iii)
$
112,183
56,092
Nil
Nil
56,092
(i) The value of options granted during the period is recognised in compensation at the grant date which is also the
vesting date. The assessed value was 5.23 cents per option.
No options were exercised during the reporting period.
(ii)
(iii) 6,000,000 directors options and 2,000,000 executives options lapsed during the reporting period.
Option holdings of key management personnel
Balance
1 July 2022
Granted as
remuneration
Issued as
shareholders
Options
Exercised
Options
Lapsed
Balance
30 June 2023
Michael Trumbull
Alfonso Grillo
William Colvin
Warwick Grigor
James Earle
Total
20,000,000
10,000,000
2,000,000
-
14,000,000
46,000,000
4,000,000
2,000,000
2,000,000
2,000,000
2,000,000
12,000,000
4,346,907
500,802
134,804
200,000
251,658
5,434,171
-
-
-
-
-
-
(4,000,000)
(2,000,000)
-
-
(2,000,000)
(8,000,000)
24,346,907
10,500,802
4,134,804
2,200,000
14,251,658
55,434,171
Vested and
exercisable at
30 June 2023
24,346,907
10,500,802
4,134,804
2,200,000
14,251,658
55,434,171
This concludes the Remuneration report which has been audited.
Corporate Governance
The Company’s Corporate Governance Statement and other corporate governance related documents may be
the Company’s website at https://www.nagambieresources.com.au/investor-information/corporate-
accessed
governance-statement.
from
Non-audit services
As detailed in note 28 to the financial statements, no amount has been paid to the auditor during the financial year for
non-audit services.
Auditor’s independence declaration
The auditor’s independence declaration is attached to this directors’ report.
Proceedings on behalf of the company
No person has applied for leave of court to bring proceedings on behalf of the company or 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 any part of
these proceedings.
Signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act 2001.
On behalf of the directors
Michael W Trumbull
Executive Chairman
Melbourne
15 September 2023
Nagambie Resources Limited | 2023 Annual Report | Page 22
Auditor’s Independence Declaration
Nagambie Resources Limited | 2023 Annual Report | Page 23
Statement of Profit and Loss and Other Comprehensive Income
Statement of Profit and Loss and Other Comprehensive Income
for the financial year ended 30 June 2023
Consolidated
Note
2023
$
2022
$
Rental income
224,698
223,148
Sale of non-gold material
37,885
28,146
Other income
Total Revenue
Corporate expenses
Cost of sales and rehabilitation
Depreciation
47,777
8,204
3(a)
310,360
259,498
(998,372)
(471,542)
(26,942)
(13,027)
(113,134)
(204,869)
Directors and employee benefits expense
3(b)
(1,026,901)
(828,500)
Fair value loss on financial liability
(94,262)
-
Finance costs
4
(1,339,083)
(1,082,359)
Impairment of capitalised exploration costs
Loss on disposal of property, plant and equipment
Loss before income tax
Income tax benefit
Loss for the year after tax
Other comprehensive income
Items that will not be re-classified to profit or loss
Movement in Fair Value of investments
Total comprehensive income (loss) for the year
Loss per share calculated on Loss for the year after tax
Basic and diluted loss per share in cents
(33,350)
(19,948)
-
-
(3,341,632)
(2,340,799)
-
-
(3,341,632)
(2,340,799)
(26,865)
(688,963)
(3,368,497)
(3,029,762)
(0.62)
(0.46)
5
8
6
The accompanying notes form part of these financial statements
Nagambie Resources Limited | 2023 Annual Report | Page 24
Statement of Financial Position
as at 30 June 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Equity investments at fair value
Total current assets
Non-current assets
Security deposits
Property, plant and equipment
Right of use assets
Exploration and evaluation assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Financial liabilities
Lease liabilities
Provisions
Contract liabilities
Total current liabilities
Non-current liabilities
Borrowings
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
The accompanying notes form part of these financial statements
Statement of Financial Position
Consolidated
Note
2023
$
2022
$
16(b)
7
8
1,122,074
138,349
-
1,260,423
127,211
33,967
220,074
381,252
9
11
12
10
13
17
18
19
17
19
14
15
753,207
1,358,663
-
17,259,153
19,371,023
750,795
1,502,538
54,806
14,506,514
16,814,653
20,631,446
17,195,905
650,279
664,064
371,909
-
95,124
45,748
1,827,124
6,409,822
2,409
6,412,231
691,135
1,559,199
-
62,075
51,420
41,876
2,405,705
4,291,192
28,310
4,319,502
8,239,355
6,725,207
12,392,091
10,470,698
31,290,202
5,945,776
(24,843,887)
12,392,091
27,977,836
4,138,612
(21,645,750)
10,470,698
Nagambie Resources Limited | 2023 Annual Report | Page 25
Statement of Changes in Equity
for the financial year ended 30 June 2023
Consolidated
Statement of Changes in Equity
Issued
capital
$
Options
reserve
$
Asset
revaluation
reserve
$
Convertible
notes
reserve
Accumulated
losses
$
$
Total
$
Balance at 1 July 2021
27,284,103
2,562,295
(311,301)
2,280,598
(19,737,410)
12,078,285
Loss for the year
Other comprehensive income
Total comprehensive income
Recognition of share based
t
payments
Transfer of loss on disposal of
Investment
Transfer of value of options lapsed
-
-
-
-
-
-
-
-
-
-
(688,963)
(688,963)
728,442
-
-
65,111
(497,570)
Issue of Share Capital
700,333
-
-
-
-
-
-
-
-
(2,340,799)
(2,340,799)
-
(688,963)
(2,340,799)
(3,029,762)
-
728,442
(65,111)
497,570
-
-
-
700,333
(6,600)
Share issue expenses
Balance at 30 June 2022
Balance at 1 July 2022
Loss for the year
Transfer of loss on disposal of
Investment
Total comprehensive income
Transfer from investment reserve
Recognition of share based
t
payments
Transfer value of options lapsed
Derecognition of equity in
Series 6 convertible notes
Recognition of equity in
Series 10 convertible notes
-
-
-
-
-
-
-
-
-
(6,600)
27,977,836
2,793,167
(935,153)
2,280,598
(21,645,750)
10,470,698
27,977,836
2,793,167
(935,153)
2,280,598
(21,645,750)
10,470,698
-
-
-
-
-
(26,865)
(26,865)
962,018
-
-
-
-
-
-
-
-
923,095
(413,676)
-
-
-
-
-
-
-
-
-
(3,341,632)
(3,341,632)
-
(26,865)
(3,341,632)
(3,368,497)
(962,018)
-
-
923,095
413,676
-
-
(691,837)
691,837
1,001,952
-
-
-
-
-
1,001,952
3,720,130
(355,287)
2,590,713
(24,843,887)
12,392,091
Issue of Share Capital
3,720,130
Share issue expenses
(407,764)
52,477
Balance at 30 June 2023
31,290,202
3,355,063
The accompanying notes form part of these financial statements
Nagambie Resources Limited | 2023 Annual Report | Page 26
Statement of Cash Flows
for the financial year ended 30 June 2023
Statement of Cash Flows
Consolidated
Note
$
2023
2022
$
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Finance cost paid
416,405
300,492
(1,375,743)
(329,597)
17,015
1,337
(592,989)
(750,769)
Net cash used in operating activities
16(a)
(1,535,312)
(778,537)
Cash flows from investing activities
Payments for exploration expenditure
(2,785,989)
(1,224,382)
Payments for security bonds
Payments for term deposits
Receipts from disposal of plant and equipment
Receipts from disposal of investments
Payment for property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds of borrowings
Proceeds from issue of convertible notes
Proceeds from drawdown facility
Repayment of drawdown facility
Repayment of lease liabilities
Net cash provided by financing activities
-
(10,000)
(2,413)
(1,237)
210,000
-
193,208
1,130,669
(144,400)
(873,449)
(2,529,593)
(978,399)
3,264,843
693,733
-
86,000
1,457,000
500,000
(100,000)
-
-
-
(62,075)
(254,641)
5,059,768
525,092
Net increase (decrease) in cash and cash equivalents
994,863
(1,231,844)
Cash and cash equivalents at the beginning of the financial period
127,211
1,359,055
Cash and cash equivalents at the end of the financial period
16(b)
1,122,074
127,211
The accompanying notes form part of these financial statements
Nagambie Resources Limited | 2021 Annual Report | Page 27
Notes to the Financial Statements
Notes to the Financial Statements
for the financial year ended 30 June 2023
1. General information
Nagambie Resources Limited (the Company) is a listed for-profit public company, incorporated in Australia and
operating in Victoria. The registered office and principal place of business for the Company are located at 533 Zanelli
Road, Nagambie Vic 3608. These financial statements were authorised for issue on the date of the signing of the
attached Directors’ Declaration.
2. Significant accounting policies
Statement of compliance
The financial statements are general purpose financial statements which have been prepared in accordance with the
Corporations Act 2001 and the Corporations Regulations 2001, Australian Accounting Standards and Interpretations.
The financial statements include the consolidated financial statements of the group.
Compliance with Australian Accounting Standards (AASBs) ensures that the financial statements and notes of the
group comply with International Financial Reporting Standards (‘IFRS’).
Basis of preparation
The financial statements have been prepared on an accruals basis using historical cost with the exception of certain
assets measured at fair value. Cost is based on the fair values of the consideration given in exchange for assets. All
amounts are presented in Australian dollars, which is the functional and presentation currency of the Company and its
controlled entities. Comparative information where necessary has been reclassified in order to achieve consistency in
presentation with amounts disclosed in the current year.
Changes in accounting policies
Other than the policies described below there have been no changes in accounting policies.
The following significant accounting policies have been adopted in the preparation and presentation of the financial
statements:
Going concern
(a)
The financial report has been prepared on the going concern basis, which contemplates the continuity of normal
business activity and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Group incurred a net loss after taxes of $3,341,632, cash outflow from
operating activities of $1,535,312 and cash outflows of $2,529,593 from investing activities during the year ended 30
June 2023.
These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as
a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of
business and at the amounts stated in the financial report.
The Directors believe that is reasonably foreseeable that the consolidated entity will continue as a going concern and
that it is appropriate to adopt the going concern basis in preparation of the financial report after consideration of the
following factors:
• Raise additional capital. The consolidated entity has demonstrated its ability to raise capital over many
years and the Directors are confident that a future capital raising would be successful;
• A $2,000,000 flexible working capital facility has been entered into by the Group to replace the institutional
placement facility which was drawn down to $500,000.
• Sale or mortgage of freehold property;
• Continue to pursue opportunities to farm-out part of the consolidated entity’s exploration interests.
Nagambie Resources Limited | 2023 Annual Report | Page 28
Notes to the Financial Statements
2. Significant accounting policies (continued)
On this basis no adjustments have made to the financial report relating to the recoverability and classification of the
carrying amount of the assets or the amount and classification of liabilities that might be necessary should the
consolidated entity not continue as a going concern. Accordingly, the financial report has been prepared on a going
concern basis.
If the going concern basis of accounting is found to be no longer appropriate, the recoverable amounts of the assets
shown on the consolidated statement of financial position sheet are likely to be significantly less than the amounts
disclosed and the extent of the liabilities may differ significantly, from those reflected.
(b) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (referred to as ‘the group’ in these financial statements). The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of the entity.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of
profit or loss and other comprehensive income from the effective date of acquisition or up to the effective date
of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with those used by other members of the group. All intra-group transactions, balances, income
and expenses are eliminated in full on consolidation.
(c) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. 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.
(d) Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected
to be wholly settled within 12 months of the reporting date are recognised in current liabilities in respect of
employees’ services up to the reporting date and are measured at the amounts expected to be paid when the
liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be wholly settled within 12 months of the
reporting date are recognised in non-current liabilities, provided there is an unconditional right to defer settlement
of the liability. The liability is measured as the present value of expected future payments to be made in respect
of services provided by employees up to the reporting date using the projected unit credit method. Consideration
is given to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on government bonds with
terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
(e) Exploration and evaluation assets
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) 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
Nagambie Resources Limited | 2023 Annual Report | Page 29
Notes to the Financial Statements
2. Significant accounting policies (continued)
(b) exploration and evaluation activities in the area of interest have not at the end of the reporting period
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 measure 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 (or 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). 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 is made to proceed with the development in respect of a particular area of interest, the relevant
exploration and evaluation asset is tested for impairment and the balance will then be reclassified to capitalised
development costs.
(f)
Impairment of tangible assets
At the end of each reporting period, the group reviews the carrying amounts of its tangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are independent from other assets, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent
allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset (or cash-generating unit) in prior years.
(g)
Income tax
Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the
taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or
substantively enacted at the end of the reporting period. Current tax for current and prior periods is recognised
as a liability (or asset) to the extent that it is unpaid (or refundable).
Nagambie Resources Limited | 2023 Annual Report | Page 30
Notes to the Financial Statements
2. Significant accounting policies (continued)
Deferred tax
Deferred tax is accounted for using the liability method. Temporary differences are differences between the tax
base of an asset or liability and its carrying amount in the statement of financial position. The tax base of an
asset or liability is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which
deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax
assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial
recognition of assets and liabilities (other than as a result of a business combination) which affects neither
taxable income nor accounting profit.
A deferred tax liability is not recognised in relation to taxable temporary differences arising from the initial
recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries, branches and associates, and interests in joint ventures except where the group is able to control
the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with these investments and
interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable
future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when
the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the end of the reporting period. The measurement of deferred tax liabilities
and assets reflects the tax consequences that would follow from the manner in which the group expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in the statement of profit or loss and other
comprehensive income, except when it relates to items credited or debited directly to equity, in which case the
deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business
combination, in which case it is taken into account in the determination of goodwill or excess.
(h) Research & development tax incentive
The Research & development (R&D) tax incentive refund relates to eligible R&D activities undertaken by the group.
The tax credit is recognised when the money is received from the Australian Taxation Office. This credit is recognised
in current tax (refer note 2(g) above).
(i)
Right of use assets
A right of use asset is recognised at the commencement date of a lease. The right of use asset is measured at
cost, which comprises the initial amount of the lease liability, adjusted for, as applicable; any lease payment
made at or before the commencement date net of any lease incentives received, any initial direct costs incurred,
and except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling
and removing the underlying asset and restoring the site or asset.
Right of use assets are depreciated on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. When the Group expects to obtain ownership of the
leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right of use assets
are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with a term of 12 months or leases of low-value assets. Lease payments on these assets are expensed
to profit or loss as incurred.
Nagambie Resources Limited | 2023 Annual Report | Page 31
Notes to the Financial Statements
2. Significant accounting policies (continued)
(j)
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at
the present value of the lease payment to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Lease
payments comprise of fixed payments, less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of
a purchase option when the exercise of the option is reasonably certain to occur and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in
which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following; future lease payments arising from a change in an index or a
rate used, residual guarantees, lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the following right-of-use asset, or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
(k) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes
expenditure that is directly attributable to the acquisition of the item.
Depreciation is provided on property, plant and equipment except for freehold land.
Depreciation is calculated on a straight line basis so as to write off the net cost amount of each asset over its
expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation
method are reviewed at the end of each reporting period, with the effect of any changes recognised on a
prospective basis.
The range of useful lives for each class of plant equipment for the year were:
Plant and equipment:
Computer equipment:
Motor vehicles:
Buildings
4-10 years
3-5 years
3-5 years
40 years
The gain or loss arising on disposal or retirement of an item of property, plant or equipment is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in profit and loss.
(l)
Provisions
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made
of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows.
(m) Revenue
Revenue is measured at the fair value of the consideration received or receivable.
Sale of rock revenue
Revenue from the sale of rock is measured at the fair value for the consideration received or receivable. The
revenue is recognised when the rock is removed from the company premises. There are no cartage expenses
as the customer utilises their own assets to source and remove the rock.
Interest revenue
Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life
of the financial asset to that asset’s net carrying amount.
Nagambie Resources Limited | 2023 Annual Report | Page 32
Notes to the Financial Statements
2. Significant accounting policies (continued)
Rental revenue
Property rental income is recognised on a straight-line basis over the period of the lease term. When rental
income is received in advance at the end of a period it is recognised as income in the following period to which
it relates.
(n) Share-based payments
Equity-settled share-based payments with employees and others providing similar services are measured at the
fair value of the equity instrument at the grant date. Fair value is measured by use of a Binomial option pricing
model. The expected life used in the model has been adjusted, based on management’s best estimate, for the
effects of non-transferability, exercise restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based payments is expensed when
options are granted since in all cases there is no delay until options are vested.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods
and services received, except where the fair value cannot be estimated reliably, in which case they are measured
at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the
counterparty renders the service.
(o) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
for receivables and payables which are recognised inclusive of GST.
ii.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables. Cash flows are presented on a net basis. The GST components of cash flows arising from investing
or financial activities which are recoverable from a payable to the taxation authority are presented as operating
cash flows.
(p) Trade and other payables
Accounts payable and other payables represent the liability outstanding at the end of the reporting period for
goods and services received by the company during the reporting period which remain unpaid. The balance is
recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.
(q) Trade and other receivables
Trade and other receivables include amounts due from customers for goods sold and services performed in the
ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting
period are classified as current assets. All other receivables are classified as non-current assets.
(r) Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction
costs. They are subsequently measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting
date, the loans or borrowings are classified as non-current.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the
statement of financial position, net of transaction costs.
Convertible notes are initially classified as a financial liability until extinguished on conversion or redemption.
The corresponding interest on convertible notes is expensed to profit or loss.
(s) Finance costs
Finance costs are expensed in the period in which they are incurred, including interest on bank accounts and
interest on short-term and long-term borrowings.
Nagambie Resources Limited | 2023 Annual Report | Page 33
Notes to the Financial Statements
2. Significant accounting policies (continued)
(t)
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part
of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification.
Classification is determined based on both the business model within which such assets are held and the
contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred
and the company has transferred substantially all the risks and rewards of ownership. When there is no
reasonable expectation of recovering part or all of a financial asset, it’s carrying value is written off.
(u) Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the
company intends to hold and has irrevocably elected to classify them as such upon initial recognition. There are
two types of FVOCI accounting under AASB 9 (Equity FVOCI and Debt FVOCI).
(v)
Impairment of financial assets
The company recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the company’s assessment at the end of each reporting period as to whether the
financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit
losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset
has become credit impaired or where it is determined that credit risk has increased significantly, the loss
allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognised
is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of
the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance
is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other
cases, the loss allowance reduces the asset’s carrying value with a corresponding expense through profit or
loss.
(w) Critical accounting estimates and judgements
Exploration and evaluation costs
Exploration and evaluation costs have been capitalised on the basis that the group may commence commercial
production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral
resources. Key judgements are applied in considering costs to be capitalised which includes determining
expenditures directly related to these activities and directly allocating overheads between those that are
expensed and capitalised.
In addition, costs are only capitalised that are expected to be recovered either through successful development
or sale of the relevant mining interest or activities that are not at a stage that permits a reasonable estimate of
the existence of economically recoverable reserves. Factors that could impact the future commercial production
at the mine include the level of reserves and resources, future technology changes, which could impact the cost
of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are
determined not to be recoverable in the future, they will be written off in the period in which this determination is
made.
Management have assessed the balance of capitalised exploration costs in line with future planned exploration
activities and the group’s accounting policy and have determined that no impairment was necessary. If a
tenement has been relinquished or reduced, then an impairment charge is taken. This charge is generally based
on the pro-rata area reduced, however there can be other reasons for not using such an approach. When a
tenement is not relinquished or reduced but is thought to be of reduced carrying value then an impairment based
on management’s estimate of fair value has been applied. Any charge for impairment is recognised in profit or
loss immediately and also shown at Note 10.
Nagambie Resources Limited | 2023 Annual Report | Page 34
Notes to the Financial Statements
2. Significant accounting policies (continued)
Rehabilitation of tenements
The group has considered whether a provision for rehabilitation of any tenement is required. The directors do
not consider that such a provision is necessary due to the fact that rehabilitation is being undertaken on a
progressive basis. Whilst the company is in the exploration phase it cannot reliably estimate the scope and costs
of rehabilitation work that will need to be undertaken.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the group considers it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
Share based payments
The group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by using a Binomial
valuation method of taking into account the terms and conditions upon which the instruments were granted. The
company employs an external consultant to complete the valuation and this takes into account the expected
volatility of the share price as one of the key components of the valuation. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of
assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
Fair value of convertible notes
On the issue of the convertible notes the fair value of the liability component is determined using a market rate
for an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost
basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is
recognised as a finance cost. The remainder of the proceeds are allocated to the conversion option that is
recognised and included in shareholders equity as a convertible note reserve, net of transaction costs. The
carrying amount of the conversion option is not remeasured in the subsequent years. The corresponding interest
on convertible notes is expensed to profit or loss.
Fair value measurement hierarchy
The company is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted
prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine what is significant to fair value and therefore which category
the asset or liability is placed in can be subjective.
(x) Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the group only.
Supplementary information about the parent entity is disclosed in note 29.
(y) New Accounting Standards for Application in Current and Future Periods
The AASB has issued new and amended accounting standards and interpretations that have mandatory
application dates for future reporting periods and which the Company has decided not to early adopt. Effective
for reporting period commencing 1 July 2023 AASB 101 will impact the Company as it will be required to reclassify
$6,409,822 of convertible notes from non-current liabilities to current liabilities as the Company does not have the
conditional right to defer settlement beyond 12 months. This is because note holders are entitled to convert their
notes onto shares at any time, not just on expiry.
Nagambie Resources Limited | 2023 Annual Report | Page 35
Notes to the Financial Statements
2. Significant accounting policies (continued)
New Accounting Standards for Application in Current and Future Periods
Standard
Mandatory date for annual
reporting periods beginning
on or after
Reporting period standard
adopted by the company
AASB 2020-1 Amendments to Australian Accounting Standards –
Classification of liabilities as Current or Non-Current
1 January 2023
1 July 2023
IFRS Sustainability Standards –
General requirements for disclosure of sustainability related financial
information and climate related disclosures.
Not yet legislated
2027-28
Yet to be adopted
3. Revenue and expenses
The loss before income tax includes the following items of revenue and expenses.
(a) Revenue
Revenue from contracts with customers
Rental income
Sale of rock and quarry products
Other revenue
Interest
Sundry income
Total revenue
(b) Expenses
Employee benefits expense
Share based payments expense
Wages
Superannuation expense
Capitalised to exploration
Employee benefits expense
4. Finance costs
Convertible loan note interest at fair value
Leases
Insurance funding
Equipment finance
Finance costs
Consolidated
2023
$
2022
$
224,698
37,885
17,015
30,762
310,360
923,095
309,511
35,700
(241,405)
1,026,901
223,148
28,146
1,337
6,867
259,498
728,442
297,456
28,735
(238,148)
828,500
Consolidated
2023
$
1,330,352
1,561
7,170
-
1,339,083
2022
$
1,044,990
30,075
5,430
1,864
1,082,359
Nagambie Resources Limited | 2023 Annual Report | Page 36
5. Income tax
(a)
Income tax expense
Loss from operations
Notes to the Financial Statements
Consolidated
2023
$
2022
$
(3,341,632)
(2,340,799)
Prima facie tax benefit calculated at 25% (2022: 25%)
835,408
585,200
Add tax effect of:
- Non deductible expenses
- Share based payments
Less tax effect of:
Current year tax loss not recognised
Add R&D tax incentive
Income tax benefit
(b)
Deferred tax asset
A deferred tax asset attributable to tax losses and timing differences
has not been brought to account due to the uncertainty of recoverability
in future periods.
6. Loss per share
Basic and diluted loss per share is calculated as net loss attributable to members of
the parent, 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.
(149,667)
(230,774)
(3,073)
(182,110)
(454,967)
(400,017)
-
-
-
-
5,385,379
4,906,200
Net loss
3,341,632
2,340,799
Weighted average number of ordinary shares used in the calculation of basic and
diluted earnings per share
Basic and diluted loss per share in cents
535,755,040
503,146,158
0.62
0.46
As discussed in Note 22, the company has issued options over its unissued share capital. All these options are anti-
dilutive in nature due to the company incurring losses and the share price being less than the exercise price. They
therefore have not been incorporated into the diluted earnings per share calculation.
7. Receivables
Trade receivables
Other receivables
Total receivables
2023
2022
$
$
1,300
137,049
138,349
461
33,506
33,967
Nagambie Resources Limited | 2023 Annual Report | Page 37
8. Equity investments at fair value
Current assets
Shares in Mawson Gold Limited
Total equity investments at fair value
Total Equity Investments at fair value 30 June 2022
Sale of investments during the period at fair value
Loss on disposal
Revaluation on investments held 30 June 2023
Total equity investments at fair value 30 June 2023
Notes to the Financial Statements
-
-
220,074
220,074
220,074
(193,208)
(26,866)
-
-
The shares shown above as current assets are those which are available for sale within the next 12 months. There are
no shares subject to escrow periods which expire beyond that time.
The difference between fair value at balance date and the cost at the date of the transaction for equity investments is
$Nil (2022 $935,153 loss). This amount is reflected in an Asset revaluation reserve and shown at Note15.
Financial assets at fair value through other comprehensive income relate to Mawson Gold Limited which are ordinary
shares in a company listed on the Toronto Stock Exchange. These have been valued at the quoted prices at accordance
with AASB 13, using Level 1 of the fair value hierarchy – quoted prices (unadjusted) in active markets for identical assets
or liabilities
A reconciliation of the number of Mawson Gold Limited shares held, Fair Value and Asset Revaluation Reserve is
below.
Date
Transaction
Quantity of
shares
Equity investment
at fair value
Asset
revaluation
$
reserve
$
23 Mar 2020
Acquisition
9,500,000
2,717,412
-
30 Jun 2020
Revalued at financial year end
-
1,236,697
(1,236,697)
30 Jun 2021
Sold at fair value during financial year
(1,900,000)
(366,405)
-
30 Jun 2021
Movement in revaluation reserve
30 Jun 2021
Profit on disposal
-
-
(1,091,514)
1,091,514
(456,484)
456,484
30 Jun 2022
Sold at fair value during financial year
(5,975,000)
(1,195,780)
-
30 Jun 2022
Movement in revaluation reserve
30 Jun 2022
Loss on disposal
-
-
(688,963)
688,963
65,111
(65,111)
30 Jun 2023
Sold at fair value during financial year
(1,625,000)
(220,074)
-
30 Jun 2023
Transfer of revaluation reserve
30 Jun 2023
Balance at year end
-
-
-
-
(935,153)
-
Nagambie Resources Limited | 2023 Annual Report | Page 38
9. Security deposits
Non-current assets
Security deposits - environmental bonds (i)
Deposit on land
Total other assets
(i) Security deposits – environmental bonds
Notes to the Financial Statements
Consolidated
2023
$
2022
$
603,207
150,000
753,207
600,795
150,000
750,795
The company holds security deposits, in the form of term deposits with its banker. These are guarantees for
performance conditions set by the Department of Economic Development, Jobs, Transport and Resources Victoria on
mining tenements held by the company. Those guarantees are held to cover any future rehabilitation obligations the
company may have on the mining tenements. When all obligations in relation to a mining tenement are finalised, the
relevant guarantee will be released and associated environmental bond will be redeemed. The deposits are shown as
non-current assets since it is not expected that they will be repaid during the coming 12 months. These cash deposits
earn interest for the company.
10. Exploration and evaluation assets
Balance at beginning of the year
Exploration costs capitalised for the year
Less impairment
Balance at end of the year
11. Property, plant and equipment
Consolidated
2023
$
14,506,514
2,785,989
(33,350)
17,259,153
2022
$
13,282,132
1,224,382
-
14,506,514
Consolidated
Land and
buildings
$
Plant and
equipment
$
Computer
equipment
$
Motor
vehicles
$
1,005,247
102,212
-
1,107,459
1,004,312
42,261
(491,384)
555,189
-
(2,212)
-
(2,212)
(527,966)
(50,771)
261,364
(317,373)
25,951
-
-
25,951
(24,506)
(1,445)
-
(25,951)
111,501
-
-
111,501
(92,001)
(3,900)
-
(95,901)
Total
$
2,147,011
144,473
(491,384)
1,800,100
(644,473)
(58,328)
261,364
(441,437)
1,005,247
1,105,247
476,346
237,816
1,445
-
19,500
15,600
1,502,538
1,358,663
Gross carrying amount
Balance at 1 July 2022
Additions
Disposals
Balance at 30 June 2023
Accumulated depreciation
Balance at 1 July 2022
Depreciation expense
Disposals
Balance at 30 June 2023
Net book value
As at 30 June 2022
As at 30 June 2023
Nagambie Resources Limited | 2023 Annual Report | Page 39
12. Right of use assets
Consolidated
Notes to the Financial Statements
Gross carrying amount
Balance at 1 July 2022
Additions
Movement to Property, plant and
Balance at 30 June 2023
Accumulated depreciation
Balance at 1 July 2022
Depreciation expense
Balance at 30 June 2023
Net book value
As at 30 June 2022
As at 30 June 2023
Land and
buildings
$
416,523
-
-
416,523
Total
$
416,523
-
-
416,523
(361,716)
(54,807)
(416,523)
(361,716)
(54,807)
(416,523)
54,806
-
54,806
-
Land and buildings consists of the group’s rental lease for farm land in Nagambie which expired November 2022. A
new lease is being updated by the lessor’s solicitor with an end date of October 2025 and no change to the amounts
payable. For calculation of the value the group has used a discount rate based on weighted average incremental
borrowing rate of 10%.
13. Trade and other payables
Trade payables
Other payables
Consolidated
2023
$
353,640
296,639
650,279
2022
143,573
547,562
691,135
Nagambie Resources Limited | 2023 Annual Report | Page 40
14. Issued capital
(a) Issued and paid capital
Ordinary shares fully paid
(b) Movements in shares on issue
Balance at beginning of the year
Movements during the year
Placement of shares
March 2022 issue price 5.3 cents
Share purchase plan
March 2022 issue price 5.3 cents
Share issue expenses
Placement of shares
October 2022 issue price 7.0 cents
Placement of shares
November 2022 issue price 6.2
November 2022 issue price 0.0
December 2022 issue price 7.0
February 2023 issue price 4.8 cents
Entitlement Issue 1:5
April 2023 issue price 5.0 cents
Share issue expenses
Balance at end of the year
Notes to the Financial Statements
2023
$
2022
$
31,290,202 27,977,836
Year ended
30 June 2023
Number of
shares
issued
Issued
capital
$
513,146,158 27,977,836
Year ended
30 June 2022
Number of
shares issued
Issued
capital
$
499,932,328 27,284,103
-
-
-
-
-
-
15,525,281
1,086,773
1,419,355
1,480,000
2,039,669
2,083,334
46,032,519
-
88,000
-
142,777
100,000
2,302,580
(407,764)
31,290,202
6,755,340
358,033
6,458,490
-
342,300
(6,600)
-
-
-
-
-
-
-
-
581,726,316
513,146,158 27,977,836
(c) Terms and conditions of issued capital
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid
up on the shares held.
Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the company. The fully
paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
Share options granted under the employee share option plan
As at 30 June 2023 there were 42,350,000 (2022: 43,350,000) options over ordinary shares in respect of the
employee share option plan. These options were issued in accordance with the provisions of the employee share
option plan to executives and senior employees. Of these options 42,350,000 were vested by 30 June 2023 (2022:
43,350,000).
Share options granted under the employee share option plan carry no rights to dividends and have no voting
rights. Further details of the employee share option plan are contained in note 22 to the financial statements.
Other share options on issue
As at 30 June 2023 there were 36,000,000 options over ordinary shares issued to directors (2022:32,000,000).
Of these options 36,000,000 were vested by 30 June 2023 (2022: 32,000,000).
The options carry no rights to dividends and have no voting rights. Further details of these options are shown in
note 22 to the financial statements.
(d) Capital management
The group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it
can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
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.
The group would look to raise capital when an opportunity to invest in a business or company was seen as value
adding relative to the current company's share price at the time of the investment. The group is not actively
pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in
order to maximise synergies.
The group is subject to equipment financing arrangements and meeting these is given priority in all capital risk
management decisions. There have been no events of default on the financing arrangements during the financial
year.
The capital risk management policy remains unchanged from the 30 June 2022 Financial Statements.
Nagambie Resources Limited | 2023 Annual Report | Page 41
15. Reserves
Options reserve
Balance at beginning of the year
Recognition of share based payments
Options issued to underwriter
Value of options exercised
Value of options lapsed
Balance at end of the year
Notes to the Financial Statements
Consolidated
2023
$
2022
$
2,793,167
923,095
52,477
-
(413,676)
3,355,063
2,562,295
728,442
-
-
(497,570)
2,793,167
The options reserve represents the fair value of unvested and vested ordinary shares under options granted to
directors, consultants and employees.
Asset revaluation reserve
Balance at beginning of the year
Decrease on Equity investment at fair value
Increase on Equity investments at fair value
Transfer loss on disposal of investment
Balance at end of the year
Convertible notes reserve
Balance at beginning of the year
Equity in new notes issued
Equity in notes repaid or converted
Balance at end of year
Total reserves at end of year
(935,153)
(26,865)
-
962,018
-
(311,301)
(623,852)
-
-
(935,153)
2,280,598
1,001,952
(691,837)
2,590,713
2,280,598
-
-
2,280,598
5,945,776
4,138,612
16. Notes to the statement of cash flows
(a) Reconciliation of loss after tax to net cash flows from operations
Net loss for the period
(3,341,632)
(2,340,799)
Depreciation of property, plant and equipment and right of use assets
Loss on disposal of plant and equipment
Share based payment expense
Non-cash interest on convertible notes
Non-cash interest on financial liability
Impairment of assets
Changes in assets and liabilities
(Increase)/Decrease in trade and other payables
Increase/(Decrease) in trade and other payables
Increase/(Decrease) in employee provisions
Increase/(Decrease) in revenue in advance
Net cash from (used in) operating activities
(b) Reconciliation of cash
Cash and cash equivalents comprise:
Cash on hand and at call
113,134
19,948
923,095
768,446
71,909
33,350
(104,382)
(40,855)
17,803
3,872
(1,535,312)
204,869
-
728,442
-
331,590
-
42,330
245,886
9,144
-
(778,538)
1,122,074
1,122,074
127,211
127,211
Nagambie Resources Limited | 2023 Annual Report | Page 42
17. Borrowings
Current
Convertible Notes
Series 6 at fair value
Series 7 at fair value
Total current
Non-current
Convertible Notes
Series 7 at fair value
Series 8 at fair value
Series 9 at fair value
Series 10 at fair value
Total non-current
Total borrowings
Notes to the Financial Statements
-
664,064
664,064
1,559,199
-
1,559,199
-
1,038,590
2,853,401
2,517,831
6,409,822
577,609
976,256
2,737,327
-
4,291,192
7,073,885
5,850,391
(i)
The Company has four series of unsecured Convertible Notes outstanding for a total of $8,591,000.
Series 7: 7,000,000 Notes issued at 10 cents on 27 February 2019 for a total of $700,000
Series 8: 22,680,000 Notes issued at 5 cents on 19 January 2020 for a total of $1,134,000
Series 9: 35,000,000 Notes issued at 10 cents on 13 April 2021 for a total of $3,500,000
Series 10: 40,712,500 Notes issued at 8 cents on 25 July 2022 for a total of $3,257,000
Each series of Convertible Note has the following terms:
Interest is payable at 10% per annum every six months after the issue date;
•
• Convertible on a 1 for 1 basis into ordinary shares in the company at any time prior to the
maturity date at the option of the note holder;
• Redeemable for cash in full after 5 years, if not converted;
• Unsecured but rank ahead of shareholders; and
• Protected for reorganisation events such as bonus issues and share consolidations.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate
for an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost
basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is
recognised as a finance cost. The remainder of the proceeds are allocated to the conversion option that is
recognised and included in shareholders equity as a convertible note reserve, net of transaction costs. The
carrying amount of the conversion option is not remeasured in the subsequent years. The corresponding interest
on convertible notes is expensed to profit or loss.
Nagambie Resources Limited | 2023 Annual Report | Page 43
Notes to the Financial Statements
18. Financial Liabilities – current
On 28 November 2022 the Company announced to the ASX that it had received a commitment from a US-based
institutional investor, to invest up to $2,000,000 in the Company by way of share placements of ordinary shares. Each
of the investments made by the Investor will be made by way of a prepayment of shares
to be issued by the Company.
The investor made an initial investment of $500,000 for $549,451 worth of shares. The purchase price of the placement
shares will be equal to the average of the five daily volume-weighted average prices selected by the investor during
the 20 consecutive trading days immediately prior to the date of the Investor’s notice to issue less a 9% discount. The
purchase price is subject to a floor price of $0.04 but not a cap. As at the 30 June 2023 2,083,334 shares had been
issued a for a value of $100,000 together with a cash payment of $100,000.
It was further announced to the ASX that the agreement would mutually come to an early conclusion and terminate
the investor’s remaining funding commitment.
Financial Liabilities - current
Prepayment of shares
Issue of shares
Cash payment
Balance
Fair value loss
Balance at fair value
19. Provisions
Current
Employee benefits
Non-current
Employee benefits
Total provisions
20. Commitments
2023
$
500,000
(100,000)
(100,000)
300,000
71,909
371,909
2022
$
-
-
-
-
-
-
Consolidated
2023
$
2022
$
95,124
51,420
2,409
28,310
97,533
79,730
(a) Planned exploration expenditure
The amounts detailed below are the minimum expenditure required to maintain ownership of the current tenements
held. An obligation may be cancelled if a tenement is surrendered.
Not longer than 1 year
Longer than 1 year and not longer than 5 years
Longer than 5 years
(b) Property acquisition with deferred settlement
1,284,260
1,486,238
844,712
3,615,210
1,099,260
2,087,949
1,174,240
4,361,449
As noted in the 2022 Annual Financial Report the company is in the process, via its wholly owned subsidiary Nagambie
Developments Pty Ltd, of purchasing a farming property in the Nagambie area. Unless settlement is further deferred
by agreement with the vendor, the balance due on or before the 15 October 2024 will be $1,509,535.
The land as an asset and the balance due at settlement as a liability have not been brought to account since control
and the title will not pass until settlement.
Nagambie Resources Limited | 2023 Annual Report | Page 44
Notes to the Financial Statements
21. Contingent Assets and Liabilities
Apart from the matter discussed in Note 9 the group has no contingent liability as at 30 June 2023 (2022: Nil) and
no contingent assets as at June 30 2023 (2022:Nil).
22. Financial instruments
The board of directors is responsible for monitoring and managing the financial risk exposures of the group, to which
end it monitors the financial risk management policies and exposures and approves financial transactions and reviews
related internal controls within the scope of its authority. The board has determined that the only significant financial
risk exposures of the group are liquidity risk and market risk. Other financial risks are not significant to the group due
to the following:
−
−
−
−
−
−
It has no foreign exchange risk as all of its account balances and transactions are in Australian Dollars;
It has no significant outstanding receivable balances that have a credit risk;
Its mining operations are in the exploration phase and therefore have no direct exposure to movements in
commodity prices;
All of the interest bearing instruments are held at amortised cost which have fair values that approximate their
carrying values since all cash and payables (except for convertible notes refer note 17) have maturity dates within
one financial year. Term deposits on environmental bonds and convertible notes have interest rate yields
consistent with current market rates;
All of the financing for the group is from equity and convertible note instruments, and
The group has no externally imposed capital requirements with the exception of an ASX requirement to not issue
more than 25% of its share capital through a placement in a 12-month period.
(a) Categories of financial instruments
Financial assets
Cash and cash equivalents
Receivables
Equity investments at fair value
Financial liabilities
Lease liabilities
Trade and other payables
Subscription agreement
Borrowings
Consolidated
2023
$
1,122,074
138,349
-
2022
$
127,211
33,967
220,074
-
650,280
371,909
7,073,886
62,075
691,135
-
5,850,391
(b) Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate
liquidity risk management framework for the management of the group’s funding and liquidity management
requirements. The group manages liquidity risk by maintaining sufficient cash balances to meet obligations as and
when they fall due.
The following tables detail the company’s and the group’s remaining contractual maturity for its financial liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the group can be required to pay. The table includes both interest and principal cash flows.
Nagambie Resources Limited | 2023 Annual Report | Page 45
Notes to the Financial Statements
Consolidated
liabilities
Interest
rate
%
Less than 1
month
$
1-3 months
$
3+ months
to 1 year
$
1-5 years
$
5+ years
$
2023
Trade and other payables
Subscription agreement N/A
10.0
Lease liabilities
Borrowings
10.0
2022
Trade and other payables
Lease liabilities
Borrowings
10.0
10.0
23. Share-based payments
366,224
92,458
-
-
458,682
501,346
12.210
-
513,556
284,056
279,451
-
-
563,507
112,104
37,243
-
149,347
-
-
-
664,064
664,064
77,685
12,622
1,559,199
1,649,506
-
-
-
6,409,822
6,409,822
-
-
4,291,192
4,291,192
-
-
-
-
-
-
-
-
-
The group has an ownership-based remuneration scheme for executives (including executive directors) of the group.
In accordance with the provisions of the scheme, as approved by shareholders at a previous annual general meeting,
executives with the company may be granted options to purchase parcels of ordinary shares at an exercise price
determined at the discretion of the board of directors. Each executive share option converts into one ordinary share
of Nagambie Resources Limited on exercise. No amounts are paid or payable by the recipient on receipt of the option.
The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of
vesting to the date of their expiry. The number of options granted is at the discretion of the board of directors. The
options granted expire five years after their issue, or one month after the resignation of the executive, whichever is
the earlier. The total of options on issue is 78,350,000 (2022: 75,450,000). Of these 42,350,000 (2022: 43,450,000)
have been issued to executives and employees and the balance of 36,000,000 (2022: 32,000,000) have been issued
to directors and key management personnel.
Information with respect to the number of all options granted including executive options is as follows.
Balance at beginning of period
Granted
Exercised
Lapsed
Lapsed
Balance at end of period
30 June 2023
30 June 2022
Number of
options
75,450,000
17,650,000
-
(13,750,000)
(1,000,000)
78,350,000
Exercise price
10.05 cents
10.00 cents
14.1 cents
Number of
options
75,300,000
14,650,000
-
(14,500,000)
75,450,000
Exercise price
11.25 cents
10.00 cents
Unlisted Options on issue at the end of the reporting period
Number of
options
4,500,000
10,500,000
2,000,000
14,900,000
14,150,000
14,650,000
17,650,000
78,350,000
Grant date
Vesting date
Expiry date
Exercise price
22/08/2018
23/11/2018
27/2/2019
29/11/2019
1/12/2020
26/11/2021
25/11/2022
22/08/2018
23/11/2018
27/2/2019
29/11/2019
1/12/2020
26/11/2021
25/11/2022
22/08/2023
23/11/2023
27/2/2024
29/11/2024
1/12/2025
26/11/2026
25/11/2027
12.6 cents
10.8 cents
12.0 cents
10.0 cents
10.0 cents
11.25cents
10.05 cents
Fair value at
grant date
3.90 cents
3.90 cents
3.90 cents
2.85 cents
4.04 cents
4.97 cents
5.23 cents
Nagambie Resources Limited | 2023 Annual Report | Page 46
Notes to the Financial Statements
(i)
(ii)
Exercised during the financial year
There were no options exercised during the financial year
Equity-settled employee benefits reserve
The equity-settled employee benefits reserve arises on the grant of share options to executives and
senior employees under the employee share option plan. Amounts are transferred out of the reserve and
into issued capital when the options are exercised.
(iii)
There are no vesting conditions for the above options
The weighted average fair value of the share options granted during the financial year is 5.23 cents (2022: 4.97 cents).
Options were priced using a Binomial option valuation model. Where relevant, the expected life used in the model has
been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions
(including the probability of meeting market conditions attached to the option), and behavioural considerations.
Expected volatility is based on the historical share price volatility over the past 3 years. The options may be exercised
early, but not before vesting date.
Inputs into the valuation model
Grant date
Options Issued
Share price at grant date
Exercise price
Expected volatility
25/11/2022
17,650,000
6.7 cents
10.05 cents
91.1%
Option life
Dividend yield
Risk free interest rate
Expiry date
5 years
Nil
3.525%
25/11/2027
24. Key Management personnel compensation
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payment
25. Subsidiaries
Name of entity
Parent entity
Nagambie Resources Limited
Consolidated
2023
$
558,204
58,232
14,775
627,600
1,255,811
2022
$
405,624
40,041
5,643
596,676
1,047,984
Country of incorporation
Ownership interest
2022
2023
%
%
Australia
-
-
Subsidiaries
Nagambie Developments Pty Ltd
property owning entity
Nagambie Landfill Pty Ltd
no business activity conducted during the year
Australia
Australia
100
100
100
100
Nagambie Resources Limited | 2023 Annual Report | Page 47
Notes to the Financial Statements
26. Related party transactions
Transactions with key management personnel and related parties
Alfonso Grillo:
During the 2023 financial year the company paid $160,485 in fees to GrilloHiggins Lawyers for secretarial and legal
services an entity which Alfonso Grillo is a partner.
Kevin Perrin:
On 13 September 2023, the Group entered into a loan facility agreement with PPT Nominees Pty Ltd (PPT), pursuant
to which Nagambie Resources Limited can draw down up to $2.0 million from PPT (Facility).
Mr Kevin Perrin, who is a director of PPT, was also appointed as a Non-Executive Director of Nagambie Resources
Limited on 13 September 2023.
The key terms of the Facility are:
-
-
-
-
-
-
-
-
Principal: $2,000,000
Facility Fee: $20,000
Availability Period: To 13 September 2025, being 24 months from the date of entry into the Facility
Drawdowns: Minimum drawdown of $100,000; and maximum drawdown of $500,000 per month
Repayment Date: The earlier of 24 months from the date of the Facility, or an event of default occurring, or
earlier at the Company’s election without penalty
Interest: 10% per annum on the outstanding amount drawn down, repayable each quarter in arrears
Security: The Company and its subsidiaries have granted security over their assets and undertakings in favour
of PPT pursuant to a general security deed
Guarantees: Provided by the subsidiaries in respect of the Company’s obligations under the Facility
Repayments: The Company may make repayments at any time to reduce the outstanding amount drawn down
without penalty
27. Segment information
The group operates in one principal geographical area – in Australia. The group carries out exploration for, and
development of gold associated minerals and construction materials in the area. During the year the group earned
$184,043 (2022 $167,503) of its rental income described in note 3 from the Department of Defence. There was no
other major reliance on any other customer.
28. Remuneration of auditors
Auditor of the parent entity--
Audit or review of the financial report
Other non-audit services
The auditor of Nagambie Resources Limited is RSM Australia Partners
Consolidated____
2023
$
2022
$___
53,750 34,000
-
34,000
-
53,750
Nagambie Resources Limited | 2023 Annual Report | Page 48
29. Parent entity disclosures
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Issued capital
Options reserve
Asset revaluation reserve
Accumulated losses
Convertible notes reserve
Total equity
Loss
Total comprehensive income
Notes to the Financial Statements
Parent
2023
$
2,583,284
18,145,877
20,729,161
1,811,376
6,412,231
8,223,607
31,290,202
3,355,063
-
(24,730,424)
2,590,713
12,505,554
(3,283,252)
(3,414,556)
2022
$
381,252
15,604,601
15,985,853
2,343,630
4,319,502
6,663,132
27,947,736
2,793,167
(935,153)
(21,590,667)
2,280,598
10,495,681
(2,386,893)
(3,010,745)
There were no contingent liabilities and commitments of the parent entity not otherwise disclosed in the consolidated
financial statements.
30. Subsequent events
Nagambie Mine Antimony-Gold Project
Following the end of the year, the decision was made to pause the diamond drilling to conserve cash and enable all
the outstanding logging and assaying to be completed ahead of carrying out the calculation of a maiden JORC-
compliant MRE (mineral resource estimate) for the project.
Institutional Share Placement Facility
On 1 September 2023, Nagambie announced the conclusion of the institutional share placement facility for up to $2.0
million. The US-based institutional investor and the company mutually agreed for Nagambie to satisfy its obligations
by way of a cash payment of $169,451, representing the outstanding subscription amount, with no premium, and to
terminate the investor’s remaining funding commitment.
$2.0 Million Flexible Working Capital Facility
On 14 September 2023, the company announced that it, and its wholly-owned subsidiaries had entered into a loan
facility agreement with PPT Nominees Pty Ltd (PPT) under which Nagambie can draw down up to $2.0 million from
PPT. The key drawdown, interest and repayment terms for the two-year facility include: (1) minimum drawdown of
$100,000; (2) maximum drawdown of $500,000 per month; (3) 10% per annum interest on the outstanding amount
drawn down, payable each quarter in arrears; and (4) repayments can be made at any time to reduce the outstanding
amount drawn down without penalty.
Mr Kevin Perrin, a director of PPT, has also been appointed as a Non-Executive Director of Nagambie. Mr Perrin was
previously a director of Nagambie from 17 September 2010 to 30 June 2019, during which time he was the Deputy
Chairman of the Board and the Chairman of the Audit and Compliance Committee. Mr Perrin is the largest shareholder
in Nagambie with a 16.8% holding.
PASS (Potential Acid Sulfate Soil) Storage
The first of two large tunnel-boring machines (TBMs) to excavate the road tunnels for the North East Link Project
(NELP) arrived in parts by ship in Port Melbourne in early September 2023. Those parts have since been trucked to
the NELP tunnels launch area and assembly has commenced. With a total announced assembly time of six months,
the first TBM could be ready to commence boring in March 2024. Nagambie has been advised by the Spark consortium,
the builders of NELP, that final tendering for PASS storage is imminent.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly
affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Nagambie Resources Limited | 2023 Annual Report | Page 49
Directors’ Declaration
Directors’ Declaration
In the Directors opinion:
(a)
(b)
(c)
The financial statements and notes are in accordance with the Corporations Act 2001, including:
(i) Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for
the year ended on that date; with Accounting Standards, the Corporations Regulations 2001 and other
mandatory, professional reporting requirements; and
(ii) Complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory,
professional reporting requirements.
There are reasonable grounds to believe that the company will be able to pay its debts as and when they become
due and payable; and
At the date of this declaration there are reasonable grounds to believe that the members of the group are able
to meet their obligations as and when they become due and payable.
Note 2 confirms that the financial statements also comply with International Reporting Standards as issued by the
International Accounting Standards Board.
The directors have been given the declarations required by s.295A of the Corporations Act 2001
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the directors
Michael W Trumbull
Executive Chairman
Melbourne
15 September 2023
Nagambie Resources Limited | 2021 Annual Report | Page 50
INDEPENDENT AUDITOR’S REPORT
To the Members of Nagambie Resources Limited
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
Opinion
We have audited the financial report of Nagambie Resources Limited and its controlled entities (the
Company), which comprises the statement of financial position as at 30 June 2023, the statement of
comprehensive income, the statement of changes in equity and the statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies, and the
directors' declaration.
In our opinion he accompanying financial report of the Company is in accordance with the Corporations Act
2001, including:
(i) giving a true and fair view of the Company's financial position as at 30 June 2023 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Company in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the financial report, which indicates that the Company incurred a net loss of
$3,341,632 during the year ended 30 June 2023, cash outflow from operating activities of $1,535,312 and cash
outflows of $2,529,593 from investing activities. As stated in Note 2, these conditions, along with other matters as
set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company's
ability to continue as a going concern. Our opinion is not modified in respect of this matter.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
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.
Key Audit Matter
How our audit addressed this matter
Impairment of Exploration and evaluation assets
Refer to Note 10 in the financial statements
As at 30 June 2023, the carrying value of the
Company’s capitalised Exploration and evaluation
assets amounted to $17,259,153. We determined
this to be a key audit matter due to the significance
of these assets in the statement of financial position.
Also, there are significant management estimates
and judgements involved in assessing the carrying
value in accordance with AASB 6 Exploration for
and Evaluation of Mineral Resources (‘AASB 6’),
including:
Determination of whether expenditure can be
associated with the exploration for and
evaluation of mineral resources, and the basis
on which that expenditure is allocated to an
area of interest;
Assessment of whether the exploration and
evaluation expenditures are expected to be
recouped through successful development and
exploitation or sale of the area of interest; and
Our audit procedures in relation to the carrying value
of Exploration and evaluation assets included:
Reviewing the Company’s accounting policy in
relation to exploration and evaluation
expenditure to confirm it is in accordance with
AASB 6;
Agreeing a sample of additions to supporting
documentation to ensure that the amounts were
capital in nature and in line with the Company’s
accounting policy;
Critically assessing and evaluating
management’s assessment that no indicators of
impairment existed as at 30 June 2023;
Inquiring with management and reviewing
budgets and plans to determine that the
company will incur substantive expenditure on
further exploration for and evaluation of mineral
resources in the specific areas of interest;
Assessment as to whether indicators of
Reviewing the rights to tenure of the areas of
impairment exist, and if so, the judgements
applied to determine and quantify any
impairment loss.
interest remain current at the reporting date, and
confirmed that rights to tenure are expected to
be renewed for tenements that will expire in the
near future;
Discussion with management and a review of
ASX announcements, minutes of directors’
meetings and other relevant documentation, to
assess management’s determination that
exploration activities have not yet progressed to
the point where the existence or otherwise of an
economically viable mineral resource may be
determined; and
Reviewing the related disclosures included in the
financial report for their adequacy and
completeness.
Valuation of Convertible Loan Notes
Refer to Note 17 in the financial statements
As at 30 June 2023, convertible loan notes had a
value of $7,073,885. We identified a key audit
matter related to the accounting treatment and
disclosure of the convertible loan note issued by the
Company. The convertible loan note is a significant
financial instrument with complex terms that require
careful evaluation and measurement.
The convertible loan note represents a material
financial instrument that has the potential to impact
the financial position and performance of the
Company significantly, as it may lead to the
issuance of additional shares upon conversion.
Therefore, the accurate accounting and disclosure
of this instrument are crucial for stakeholders'
understanding of the Company's financial position
and prospects.
Our audit procedures in relation to management’s
impairment assessment included:
Assessing the accuracy and completeness
of the loan note's initial recognition;
Subsequent measurement, and
presentation in the financial statements;
Evaluated the Company's compliance with
relevant accounting standards, particularly
with regard to the determination of the
appropriate interest rate, conversion
feature, and the related disclosures in the
financial statements;
Evaluating management's assumptions,
estimates, and judgments related to the
convertible loan note; and
Substantive testing on the underlying
calculations and examined the legal and
contractual documentation to ensure
compliance with the terms of the
convertible loan note
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2023, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 14 of the directors' report for the year
ended 30 June 2023.
In our opinion, the Remuneration Report of Nagambie Resources Limited, for the year ended 30 June 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.
RSM AUSTRALIA PARTNERS
J S CROALL
Partner
Melbourne, Victoria
Date: 15 September 2023
Additional ASX Information
Additional ASX Information
Additional information required by the ASX Ltd and not shown elsewhere in this report is as follows. The
information was current as at 31 October 2023.
Number of holders of equity securities
Ordinary share capital
581,726,316 fully paid ordinary shares are held by 1,177 individual shareholders. All the shares carry one vote per
share.
Listed Options
52,937,397 options are held by 175 individual optionholders. Options do not carry a right to vote. All the listed options were issued on 26
April 2023, expire on 26 April 2025 and have an exercise price of $0.10 each.
Unlisted Options
73,850,000 options are held by 50 individual optionholders. Options do not carry a right to vote.
Unsecured convertible notes
105,392,500 unsecured convertible notes are held by 69 individual noteholders. The notes do not carry a right to
vote.
Buy-Back
The company does not have a current on-market buy-back.
Distribution of holders of ordinary shares
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Totals
Holders
Total Units
% Issued Share Capital
64
81
111
548
373
1,177
5,140
291,058
962,448
23,177,329
557,290,341
581,726,316
0.00%
0.05%
0.17%
3.98%
95.80%
100.00%
The number of holders with an unmarketable parcel was 452, holding a total of 4,464,323 amounting to 0.77% of the Issued Share
Capital.
Substantial Shareholders
Shareholder
Kevin Perrin
Southern Cross Gold Limited
Shares
97,547,341
53,361,046
%
16.77%
9.17%
Distribution of holders of quoted options
Number of holders
Number of options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,000 and over
-
-
-
-
18
-
-
-
-
75,450,000
Distribution of holders of unquoted options
Number of holders
Number of options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,000 and over
-
-
-
-
50
-
-
-
-
73,850,000
Distribution of holders of unquoted convertible notes
Number of holders
Number of
convertible notes
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,000 and over
-
-
-
-
69
-
-
-
-
105,392,500
Nagambie Resources Limited | 2020 Annual Report | Page 55
Additional ASX Information
Optionholders holding greater than 20% of the quoted options
Optionholder
None
Options held
N/A
Optionholders holding greater than 20% of the unquoted options
Optionholder
Mr Michael W Trumbull
Options held
20,000,000
% held
N/A
% held
27.08%
Convertible Noteholders holding more than 20% of the unquoted convertible notes
Noteholder
Kevin Perrin
Notes held
21,390,000
% held
20.30%
Unquoted options over unissued shares
Exercise Price
Grant Date
Vesting Date
Expiry Date
Number
$0.1080
$0.1200
$0.1000
$0.1000
$0.1125
$0.1005
23 November 2018
23 November 2018
23 November 2023
10,500,000
27 February 2019
27 February 2019
27 February 2024
2,000,000
29 November 2019
29 November 2019
29 November 2024
14,900,000
1 December 2020
1 December 2020
1 December 2025
14,150,000
26 November 2021
26 November 2021
26 November 2026
14,650,000
25 November 2022
25 November 2022
25 November 2027
17,650,000
73,850,000
The names of the twenty largest ahareholders and their holding in the quoted shares
Rank Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
15
15
16
17
18
19
20
SOUTHERN CROSS GOLD LTD
ADARE MANOR PTY LTD
PPT NOMINEES PTY LTD
VINDA PTY LTD < K J PERRIN FAMILY A/C>
BNP PARIBAS NOMS PTY LTD
AMRF HOLDINGS PTY LTD
MR GEOFFREY MICHAEL WALCOTT & MRS JULIE ANN WALCOTT
PRECISION SUPER PTY LTD
CYPRON PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ADMIC SUPER PTY LTD
HEPSBOURNE PTY LTD
LINCONRIDGE PTY LTD
NORMET INDUSTRIES NOMINEE PTY LTD
MCCARTHY CATTLE COMPANY PTY LTD
HANSPETER BRENN PTY LTD
B & M LAWS SUPER FUND PTY LTD
MORTANGI HOLDINGS PTY LTD
MR ROBERT CARL GUERNIER & MRS JEAN GUERNIER
CYPRON PTY LTD
JMH SUPER PTY LTD
MR JIN MING SHI
Totals
Total Issued Capital
Shares
53,361,046
49,960,838
30,942,321
24,640,103
23,173,313
22,800,000
18,523,551
18,512,302
17,215,246
15,009,664
10,000,000
9,471,180
9,369,229
8,333,333
6,000,000
6,000,000
6,000,000
5,713,945
5,233,644
4,690,113
4,331,905
4,231,294
%
9.17%
8.59%
5.32%
4.24%
3.98%
3.92%
3.18%
3.18%
2.96%
2.58%
1.72%
1.63%
1.61%
1.43%
1.03%
1.03%
1.03%
0.98%
0.90%
0.81%
0.74%
0.73%
353,513,027
60.77%
581,726,316
100.00%
Nagambie Resources Limited | 2020 Annual Report | Page 56
Additional ASX Information
The names of the twenty largest optionholders and their holding in the listed options
Rank Holder Name
1
2
3
4
5
6
7
8
9
10
11
ADARE MANOR PTY LTD
MAHE INVESTMENTS PTY LTD
B & M LAWS SUPER FUND PTY LTD
PPT NOMINEES PTY LTD
AMRF HOLDINGS PTY LTD
CYPRON PTY LTD
MORTANGI HOLDINGS PTY LTD
MR IAIN MILTON MCDOUGALL
EGAN SUPERCO PTY LTD
ACCORD MBO PTY LTD
CYPRON PTY LTD
12 MR ADAM KINGSLEY TOUT & MRS JANE TOUT
13 MR MATTHEW LUKE HARE CRANE & MR BYRON MCPHERSON
14 W I L NOMINEES PTY LTD
15 WATO HOLDINGS PTY LTD
16
17
18
18
18
18
18
18
CYPRON PTY LTD
RELUM PTY LTD
RELUM PTY LTD
SUGARLOAF VENTURES PTY LTD
PLAN-1 PTY LTD
RICK LOWEN PTY LIMITED
HILLS FRESH (WA) PTY LTD
LJR HOLDINGS PTY LTD
19 WANTUNE PTY LTD
20 MRS YAN WANG
Totals
Total Issued Capital
Listed Options
%
6,323,112
11.94%
6,105,874
11.53%
6,000,000
11.33%
5,844,263
11.04%
3,800,000
2,869,208
2,050,000
1,999,565
1,200,000
800,000
781,686
700,000
623,000
600,000
500,802
446,013
431,087
400,000
400,000
400,000
400,000
400,000
400,000
396,672
360,000
7.18%
5.42%
3.87%
3.78%
2.27%
1.51%
1.48%
1.32%
1.18%
1.13%
0.95%
0.84%
0.81%
0.76%
0.76%
0.76%
0.76%
0.76%
0.76%
0.75%
0.68%
44,231,282
83.55%
52,937,397
100.00%
Nagambie Resources Limited | 2020 Annual Report | Page 57