Annual Report
2024
PVW Resources Limited
Contents
30 June 2024
Corporate directory
1
Chairman letter
2
Directors' report
6
Auditor's independence declaration
23
Consolidated statement of profit or loss and other comprehensive income
24
Consolidated statement of financial position
25
Consolidated statement of changes in equity
26
Consolidated statement of cash flows
27
Notes to the consolidated financial statements
28
Consolidated entity disclosure statement
47
Directors' declaration
48
Independent auditor's report to the members of PVW Resources Limited
49
Shareholder information
53
Corporate governance statement
55
Mining interest
63
Annual mineral resource statement
66
PVW Resources Limited
Corporate directory
30 June 2024
1
Directors
George Bauk – Non-Executive Chairman
Colin McCavana – Non-Executive Director
David Wheeler – Non-Executive Director
Exploration Manager
Karl Weber
Company Secretary
Joe Graziano
Registered office
Level 3, 1138 Hay Street, West Perth, Western Australia, 6005
Share register
Automic Pty Ltd
Level 5, 191 St Georges Terrace
Perth WA 6000
Ph: 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia)
Web: www.investor.automic.com.au
Auditor
Hall Chadwick WA Audit Pty Ltd.
283 Rokeby Road, Subiaco WA 6008
Phone: +61 8 9426 0666
Fax: +61 8 9481 1947
Web: www.hallchadwickwa.com.au
Solicitors
Blackwall Legal
Level 26, 140 St Georges Terrace, Perth WA 6000
Securities Exchange
Australian Securities Exchange
Level 40, Central Park, 152-158 St Georges Terrace, Perth WA 6000
Ph within Australia: 131 ASX (131 279) or +61 2 9338 0000
Fax: +61 2 9227 0885
Web: www.asx.com.au
Stock exchange listing
PVW Resources Limited shares are listed on the Australian Securities Exchange (ASX:
PVW)
Website
www.pvwresources.com.au
2
CHAIRMAN LETTER
During the past financial year, a key focus was identifying new project opportunities with several
evaluated. As a result of this shift in focus, we announced the proposed acquisition Scanty Mineracao Ltd
and the Brazilian REE projects. PVW Resources also undertook operational cost reductions and securing
funding, all successfully. As part of this new focus, we secured the services of Mr Alistair Stephens to the
role of CEO, to pivot on the development of this project and to create value for shareholders by assessing
divestment opportunities of some of our existing assets. This appointment resulted in key changes include
board rotations on July 15, 2024, with Mr. George Bauk assuming the role of Non-Executive Chair, while
Mr. Colin McCavana and Mr. David Wheeler continue as Non-Executive Directors.
PVW has successfully secured A$1,150,000 through a two-stage share placement arranged by CPS Capital
Group Pty Ltd. The funds are intended for acquiring Brazil-registered Scanty Mineracao Ltda, supporting
exploration, and general working capital. The acquisition agreement includes issuing shares and
performance rights to Scanty’s vendors and paying $600,000. Completion is contingent on due diligence,
shareholder approvals, and resolving any outstanding obligations of Scanty. Performance rights are tied
to resource and feasibility milestones.
PVW’s strategic move into Brazil will enable PVW to hold title to 39 exploration licenses across 11 project
areas over 952km2 and allow us to tap into Brazil’s burgeoning rare earths sector. PVW will enhance its
team with Brazilian mining and legal expert Luis Azevedo as a Non-Executive Director and Celeste
Queiroz, an experienced geologist from Vale, as Country Manager. The focus will be on leveraging local
expertise to build a substantial rare earths business.
Importantly, PVW is committed to high environmental, safety, and health standards, reflecting its
dedication to sustainability. The Company has a strong track record in community relations, ensuring
early-stage stakeholder consultation and support for its projects.
CHIEF EXECUTIVE OFFICER REVIEW
Brazil Ionic Absorption Clay (IAC) Projects are an important source of critical rare earths and Brazil is a
vital environment favourable for the formation of these types of deposits. Securing a significant position
in Brazil’s rare earths industry through Scanty is an important step in this journey. Exploration programs
in our quest for success will include surface sampling and auger drilling to validate and expand known
mineralization.
In Australia, future exploration will depend on budget availability.
The Tanami area has high potential for significant discoveries of heavy element rare earth deposits. The
Kalgoorlie and Leonora Projects have had limited exploration but show promise for new styles of gold
mineralisation with future plans contingent on better field conditions. In the Gascoyne, PVW acquired
exploration licenses in an emerging REE Province. Activities include regional reconnaissance and planning,
with negotiations ongoing for heritage agreements.
In summary, PVW Resources is strategically positioning itself in the rare earths market with significant
acquisitions, a bolstered team, and a commitment to sustainability while navigating various exploration
projects.
CORPORATE OVERVIEW
Operationally throughout 2023-2024 period the Company has focused on reducing operating costs while
identifying and reviewing new opportunities and maintaining funding opportunities.
3
Board Rotations
Mr George Bauk by rotation assumed the role of Non-Executive Chair on 15th July 2024 with Mr Colin
McCavana and Mr David Wheeler remaining as Non-Executive Directors.
Appointment of Chief Executive Officer
On 15th July Mr Alistair Stephens joined the Company and brings to PVW significant operational and
commodity experience. Mr Stephens has a 35-year mining career - 15 years in mining operations (mining
geology, mine planning and mineral processing) for KCGM, Newmont, WMC Resources Ltd, Orica, and a
20-year career in the critical minerals sector of rare earths and rare metals.
As one of the rare earths industry’s’ leading successful CEO’s, he has successfully managed the definition
of many millions of tonnes of rare earths resources in Australia and Malawi.
Apart from extensive and relevant operational experience in gold and nickel, Mr Stephens has undertaken
the development of two rare earths process flowsheets and one niobium-tantalum flowsheet and
successfully overseen multiple feasibility studies. He brings to PVW unique skills in operations and rare
earths.
The appointment of Mr Stephens bolsters the expertise of the PVW team who have almost eighty years
of combined experience in exploration discovery success, mine resource and flowsheet development,
mine operations construction and corporate development.
PVW Secures Capital Funding of $1,150,000
Post the reporting period, PVW Resources (ASX:PVW) (“PVW” or “the Company”) through its Broker &
Corporate Advisor, CPS Capital Group Pty Ltd (CPS) announced it had successfully received commitments
of A$1,150,000 for a two-stage share placement to support the Company’s proposed acquisition of Brazil-
registered Scanty Mineracao Ltda (“Scanty”). The first tranche of 25 million shares will be undertaken
under current placement capacity under listing Rule 7.1 and 7.1A, with the second tranche of 32.5m
shares to be issued subject to shareholder approval (“Placement”). Management will partake in the
placement in tranche 2 of the placement for $70,000. (Refer ASX release ASX:PVW dated 30th July 2024
“PVW to Secure $1.15M in Funding”).
The funds raised will be used to support the acquisition of Scanty Brazil, exploration, assessing other
project opportunities, and working capital.
As consideration for CPS’ services in arranging the Placement, the Company will pay CPS a 2%
management fee and a 4% placing fee. It will also issue to CPS and/or its nominees 5,750,000 options
exercisable at $0.03, with an expiry date of three years from the date of issue.
Scanty Purchase Agreement Terms
1.
The key terms of the acquisition of Scanty (“Acquisition”) include:
(a)
on execution of the binding agreement, PVW has paid the Scanty Vendors $50,000 as an
exclusivity fee;
(b)
subject to satisfaction of the conditions precedent (see below):
(i)
PVW will acquire 100% of issued capital of Scanty (“Sale Shares”), the holder of 39
exploration licences covering 11 different project areas (together, the Brazil Projects);
and
(ii)
as consideration for the Sale Shares, PVW will:
4
A.
issue 40,000,000 Consideration Shares (50% of which will be subject to a voluntary
escrow period of 6 months) and 120,000,000 Performance Rights; and
B.
pay $600,000, principally in reimbursement of expenses incurred to date in respect
of the Brazil Projects,
to the Scanty Vendors;
(c)
subject to satisfaction of the Vesting Conditions (see below), PVW will pay $1,500,000 to the
Scanty Vendors; and
(d)
Scanty will enter into a royalty deed with the Brazil-domiciled Scanty Vendors for a 1.5% net
smelter return royalty.
2.
Completion of the Acquisition (“Completion”) is conditional on:
(a)
(due diligence) PVW being satisfied with its due diligence investigations in respect of the Brazil
Projects, in its absolute discretion;
(b)
(PVW shareholder approvals): PVW obtaining all necessary shareholder approvals required by
the Corporations Act and the Listing Rules in relation to the Acquisition, including in respect
of the issue of the Consideration Shares and the Performance Rights;
(c)
(no 3rd party arrangements) the Scanty Vendors’ representative providing PVW with
satisfactory evidence that (i) no debt will be owed to any Scanty Vendor or any other person
by Scanty at Completion and all related party arrangements of Scanty will be terminated and
the obligations of Scanty under those arrangements will cease to be of any force or effect;
and (ii) there are no outstanding contractual obligations (actual or contingent) of Scanty.
3.
The vesting conditions for the Performance Rights (“Vesting Conditions”) are:
(a)
in respect of 60 million Performance Rights, Scanty defining and reporting an Inferred Mineral
Resource (as defined in clause 21 of the JORC Code 2012) of not less than 20 million tonnes
at 1,000 ppm rare earth oxides, within 36 months of Completion; and
(b)
in respect of 60 million Performance Rights, Scanty completing and reporting a Scoping Study
(as defined in clause 38 of the JORC Code 2012), which study recommends a Pre-Feasibility
Study (as defined in clause 39 of the JORC Code 2012) be undertaken, within 48 months of
Completion.
Building Capability in Brazil
Subject to shareholder approval of the Acquisition, the PVW team will also be bolstered with the
appointment of Luis Azevedo, vendor and experienced Brazilian mining and legal expert to the board of
PVW Resources as a Non-Executive Director on completion of the transaction.
Celeste Queiroz, 28-year experienced Brazilian geologist with 23 years with Vale to join the team as
Country Manager - Brazil
PVW will leverage the expertise experience of its team in rare earths exploration, development and
operations with the aim of building a substantial new rare earths business.
5
OUR SUSTAINABILITY PRINCIPLES
Health, Safety, and Environmental Standards
At PVW, we are committed to upholding the highest environmental, safety and health standards in all
aspects of our operations. Our track record of consistently exceeding the expectations of both the
communities within we work, and the regulatory bodies
is a testament to the importance we place on protecting
the environment and ensuring a sustainable future.
Social Responsibility and Community
PVW Resources have a track record with outstanding
achievements in community relations. At PVW we are
committed
to
early-stage
consultation
with
our
stakeholders, ensuring engagement and support for our
work programs. The team has many successful
examples of community engagement across many
countries around the world.
PVW Resources Limited
Directors' report
30 June 2024
6
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the "Group" or "PVW") consisting of PVW Resources Limited (referred to hereafter as the "Company" or "parent entity")
and the entities it controlled at the end of, or during, the year ended 30 June 2024.
Directors
The following persons were Directors of PVW Resources Limited during the whole of the financial year and up to the date of
this report, unless otherwise stated:
David Wheeler (Non-Executive Chairman)1
George Bauk (Non-Executive Director)1
Colin McCavana (Non-Executive Director)
1On 15 July 2024, Mr George Bauk assumed the role of Executive Chair with Mr Colin McCavana and Mr David Wheeler
remaining as Non-Executive Directors.
Information on Directors
Name:
David Wheeler
Title:
Non-Executive Director - appointed 29 August 2017 (length of service 6 years
10 months), Non-Executive Chairman - appointed 11 September 2017 (length of
service 7 years 9 months), resigned as Chairman 15 July 2024 and continued as a
Non-Executive Director.
Experience and expertise:
Mr. Wheeler has more than 30 years of Senior Executive Management, Directorships,
and Corporate Advisory experience.
Mr. Wheeler is a foundation Director and Partner of Pathways Corporate a boutique
Corporate Advisory firm that undertakes assignments on behalf of family offices,
private clients, and ASX listed companies.
Mr. Wheeler has engaged in business projects in the USA, UK, Europe, NZ, China,
Malaysia, Singapore and the Middle East.
Mr. Wheeler is a Fellow of the Australian Institute of Company Directors and has
experience on public and private company boards, currently holding a number of
Directorships and Advisory positions in Australian companies.
Other current directorships:
Ragnar Metals Limited, Protean Energy Limited, Avira Resources Limited, Cycliq Group
Limited, Cradle Resources Limited, OZZ Resources Limited, MOAB Limited, Invex
Therapeutics Limited and Wellfully Ltd.
Former directorships (last 3 years): Athena Resources Ltd, Health House International Ltd, Syntonic Limited, Blaze
International Ltd, ColorTV Ltd and Tyranna Resources Limited.
Interests in shares:
1,283,333
Interests in options:
-
Interests in rights:
600,000
Name:
George Bauk
Title:
Non-Executive Director - appointed 1 February 2021 (length of service 3 years
4 months), appointed as Chairman 15 July 2024 (length of service 2 months).
Experience and expertise:
Mr. Bauk is an experienced Executive/Director with over 30 years in the resources
industry.
Mr. Bauk has worked in global operational and corporate roles with Northern Minerals,
WMC Resources and Western Metals.
Mr. Bauk has a strong background in strategic management, business planning,
building teams, finance and capital/debt raising with a variety of commodities – in
particular rare earths, gold, nickel and uranium.
Mr. Bauk was Managing Director of Northern Minerals from 2010 to 2020. Mr. Bauk is
a Fellow of the CPA and is currently Chairman of: Lithium Australia, Thunderbird
Resources Limited and Evion Group NL
Other current directorships:
Lithium Australia Limited, Firetail Resources Limited and Thunderbird Resources
Limited.
Former directorships (last 3 years): Evion Group NL and Spartam Resources Limited.
Interests in shares:
3,025,120
Interests in options:
-
Interests in rights:
1,200,000
PVW Resources Limited
Directors' report
30 June 2024
7
Name:
Colin McCavana
Title:
Non-Executive Director - appointed 1 February 2021 (length of service 3 years
4 months)
Experience and expertise:
Mr. McCavana has over 40 years’ experience in the mining and resources sector and
has extensive experience in exploration, project development, construction, corporate
management, capital raising, financing, and operations.
Mr. McCavana has had extensive involvement in gold exploration and gold project
development including the successful development and operation of several carbon in
pulp and heap leach gold projects in Western Australia.
Mr. McCavana is also Chairman of Reward Minerals Limited.
Other current directorships:
Reward Minerals Limited
Former directorships (last 3 years): Northern Minerals Limited
Interests in shares:
2,527,003
Interests in options:
-
Interests in rights:
600,000
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last three years)' quoted above are directorships held in the last three years for listed entities only
and excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Joe Graziano
Mr Graziano was appointed as Company secretary on 3 December 2018.
Up to 2014 Mr Graziano worked as a Chartered Accountant with corporate and company secretarial experience. Mr Graziano
has over 30 years’ experience providing a wide range of business, financial and strategic advice to small cap unlisted and
listed public companies and privately owned businesses in Western Australia’s resource-driven industries. Since 2014 he
has been focused on corporate advisory, company secretarial and strategic planning with listed corporations including
Mergers & Acquisitions, Capital Raisings, Corporate Governance, ASX compliance and structuring.
Mr Graziano is currently a director of Pathways Corporate Pty Ltd a specialised corporate advisory business.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2024, and
the number of meetings attended by each Director were:
Full Board
Attended
Held
David Wheeler
5
5
George Bauk
5
5
Colin McCavana
4
5
Held: represents the number of meetings held during the time the Director held office.
Principal activities
The principal activity of the Group constituted by PVW Resources Ltd and the entities it controlled during the year consisted
of gold and rare earth elements mineral exploration in Australia. There has been no significant change in the nature of
these activities during the year
Review of operations
Brazil Ionic Absorption Clay (IAC) Project Acquisition
PVW has secured a significant and exciting position in the rapidly emerging Brazilian rare earths industry after signing a
binding agreement to acquire Scanty Brazil, the holder of strategically important and highly prospective portfolio of Rare
Earth Element (“REE”) projects across four different areas in Brazil. (Refer: ASX announcement ASX:PVW 26th July 2024
“PVW to Acquire High Potential REE Projects in Brazil). These mineral tenements provide an exciting pipeline of opportunities
to explore for REE in strategically prospective regions of Brazil.
PVW Resources Limited
Directors' report
30 June 2024
8
Brazil is a world-renowned mining jurisdiction and has geological conditions highly prospective for ionic rare earths with
many advanced REE projects. Emerging Brazilian producers are setting the pace globally in the race for REE self-sufficiency
and the development of major new independent supply sources.
The Company has commenced due initial diligence that provides proof of concept with REE anomalism confirmed using a
portable X-Ray fluorescence analyser (pXRF) at the Sguario and Capáo Bonito Projects. Previous exploration by Scanty will
continue to be verified and validated with the view to release historical results once confirmed.
The scope of exploration activities planned will include surface sampling, and auger drilling to validate existing targets and
test for further REE mineralisation in saprolite clay, while confirming the extent of the ionic clay hosted mineralisation.
Highly Prospective Ionic Clay Tenements
The highly prospective portfolio of 11 exciting projects covering 952km2 have been identified and selected with the assistance
of independent Brazilian geological consultants. As a package they offer the opportunity for significant new ionic clay REE
discoveries in underexplored areas.
PVW’s move into Brazil gives the Company exposure to the rapidly growing Brazilian resources industry, in particular the
strategically vital rare earths industry.
Figure 1: Location of Brazilian Scanty Projects, subdivided into four geographically separate areas and
encompassing a total of 952km2 of tenure.
Figure 1 (above) shows the locations of Scanty Brazil’s projects and their proximity to the Poços De Caldas Alkaline Complex,
where Meteoric Resources Limited (ASX:MEI) and Viridis Mining & Minerals Limited (ASX:VMM) have reported globally
significant TREO mineral resources estimates, and the Bahia Rare Earth Province where Brazilian Rare Earths Limited
(ASX:BRE) has discovered significant rare earths mineralisation.
Historically the regions have produced multiple commodities from multiple hosts including niobium, phosphate, REE’s,
bauxite, and other important commodities. The success of former mining operations and renewed interest in critical minerals
has resulted in these regions having a renewed modern-day minerals rush.
PVW Resources Limited
Directors' report
30 June 2024
9
The clusters of REE occurrence in the Central and Southern regions of Brazil include multiple hard rock REE
occurrences. Exploring in prospective regions with known hard rock hosts improves the likelihood of discovering associated
ionic clay REE mineralisation as well as the improved potential of hard rock REE discoveries.
Next near-term steps for Exploration in Brazil
EXPLORATION OVERVIEW
Heritage negotiations have been ongoing on the Tanami, Gascoyne and Leonora projects with no negative impacts to
exploration.
The Company continues to rationalise the tenement holdings, divesting tenure that does not meet expectations. The main
goal remains to identify a significant mineralised system or large deposit. Sub-optimal target discoveries will be
commercialised where possible, opportunities for divestment, acquisition and organic growth are prioritised as required.
PVW Resource’s exploration strategy for the year has been to identify and acquire a significant new project. As positive
results are received from quality, culturally and environmentally responsible exploration, and research, the process
progresses to assessment for either economic mineral resources or an opportunity for growth. The 2023 – 2024 field saw
minor work on existing projects while the exploration team and corporate group were actively identifying and reviewing new
opportunities.
PVW Resources Limited
Directors' report
30 June 2024
10
Figure 2: Project Locations
TANAMI
We acknowledge the Tjurabalan people, traditional custodians of the land on which the Tanami project is based giving
respect to their Elders past and present. We extend that respect to all Aboriginal and Torres Strait Islander peoples.
Exploration in the Tanami will continue when the Company has the exploration budget available to ensure a worthwhile
campaign can be planned and implemented. The remote location, style of mineralisation, and heritage requirements preclude
small exploration campaigns from being effective. The potential remains high for discovery of a significant HURREE deposit
and the high grade gold anomalism at Watts Rise make it one of the best gold targets in the Tanami.
Multiple regional Gold and HUREE targets remain for follow up exploration. The contact between the Pargee Sandstone and
the Killi Killi Formation is a regional-scale unconformity, over 18km of strike within PVW tenure considered prospective for
hydrothermal unconformity-related REE mineralisation, examples of which occur across a large part of the Birrindudu Basin
(eg. Browns Range, Boulder Ridge). The two main prospect areas, Castella and Watts Rise occur 12km apart and are both
located close to the contact between the Pargee Sandstone and the Killi Killi Formation.
PVW have undertaken multiple mineralogical, hyperspectral and metallurgical studies at Castella and Watts Rise. The studies
confirm the xenotime and florencite host mineralogy as well as identifying important mineral associations. Metallurgical
studies confirmed the amenability of the Tanami Rare Earth Project to known rare earth ore beneficiation techniques
currently being conducted on other heavy rare earth ores within Western Australia and worldwide. Multielement assay results
and the geochemical investigations on drill results in 2022 and 2023 provided PVW geologists with considerable knowledge
on the mineralisation system and the pathfinder geochemistry that will assist in exploring for HURREE mineralisation.
PVW Resources Limited
Directors' report
30 June 2024
11
Figure 3 : Summary of Tanami Project results.
KALGOORLIE
The Kalgoorlie Project is situated 30km north of Kalgoorlie near the Broad Arrow Townsite and the Paddington operations.
The tenements are located between major operating gold mines including Golden Cities, Palm, Gordon Sirdar, and Kanowna
Bell.
Three project areas, Black Flag, King of the West, and Gordon Sirdar (including the Pappy Prospect) comprise the Kalgoorlie
Project a total area of approximately 150km2. Mineralisation occurring close to the areas is varied and demonstrates the
importance of understanding local geological controls.
Gold exploration drilling within the project is sparse and superficial given proximity to infrastructure and operating gold
mines. Often overlooked due to the granite dominated tenure, the large holding is a significant opportunity for PVW. Field
activities during the year have been limited to rehabilitation, a proposed aircore program in the south of E27/614 was
delayed in early 2024 due to rain and wet ground conditions. The program will be revisited during dry field season.
PVW Resources Limited
Directors' report
30 June 2024
12
Figure 4 : Summary of Kalgoorlie Project exploration results . For details please refer to announcement ASX:PVW, 6 Sep
2021, Kalgoorlie Exploration – Positive Air-core and Auger Results
LEONORA
The Leonora Project is located approximately 55km northwest of Leonora in Western Australia. Access to tenements is from
the Goldfields Highway or from the Leonora – Agnew Rd at the Bannockburn Mine site. Being close to existing infrastructure
and well serviced towns ensures support for field activities. The Jungle Well and Jungle Well North project areas are
contiguous along the Mt Clifford Shear Zone. Brilliant Well is east of the Goldfields Highway and covers a complicated
greenstone / granite gneiss contact.
Numerous operating gold mines in the region include Thunderbox, and Darlot, with King of the Hills (Red 5) producing first
gold in June 2022.
Gold has been mined at Jungle Well, with mining of the shallow oxide Jungle Well pit in 1996. Explorers have targeted Nickel
at Jungle Well and base metals at Brilliant Well. Limited gold exploration has been completed and PVW believe there is
significant potential within all the projects. Field work during the year has been minimal while the Company rationalises
projects.
PVW Resources Limited
Directors' report
30 June 2024
13
Figure 5 : Summary of Leonora Project exploration results.
GASCOYNE PROJECT
In 2023 PVW secured a combined exploration package of 316km2 in the heart of the emerging Gascoyne REE Province in
WA. The Gascoyne REE Project comprises three granted exploration licences and two applications. Exploration activities
during the period have been limited to regional reconnaissance and planning.
REE Resources of note within the region include the Yangibana Mine, owned by Hastings Technology Metals and a significant
TREO resource at the Yin Project operated by Dreadnought Resources.
The exploration tenure is near a number of recent REE discoveries and active explorers, including:
●
Kingfisher Mining Ltd - Two of the tenement applications E09/2752 and E09/2753 are situated ~15km south-east from
Kingfisher Mining’s (ASX: KFM) Arthur River Project, located along strike on the highly prospective Lockier Shear Zone.
(ASX:KFM 18 January 2023, Large Scale Carbonatite REE Targets Identified at Arthur River.)
●
Desert Metals Ltd (17km)
●
Krakatoa Resources Ltd (30km)
PVW are in negotiation with the Yinggarda Aboriginal Corporation to finalise a Heritage Agreement over application for
exploration licences E09/2752 and E09/2753.
PVW Resources Limited
Directors' report
30 June 2024
14
Figure 6: PVW Gascoyne Project location, showing active neighbours and TREO stream sediment results from
previous explorers activities. (ASX:PVW 14 February 2023, PVW Acquires Highly Prospective New Rare Earth
Project in WA’s Gascoyne Province).
TOMKINSON (NT) PROJECT
No activities were undertaken on the project in the reporting period and on a risk, cost and probability of success review,
the project was dropped post the reporting period.
Corporate
Financial results and condition
The loss for the Group after providing for income tax amounted to $1,832,134 (2023: $6,087,324).
The Group has a working capital surplus of $1,716,719 (2023: $3,201,105) and net cash outflows of $1,865,229 (2023:
outflow of $5,589,190).
Summary of results
Consolidated
2024
2023
$
$
Other income
184,211
175,174
Loss before income tax
(1,832,134)
(6,087,324)
Income tax expense
-
-
Loss attributable to owners
(1,832,134)
(6,087,324)
Other comprehensive loss
(1,832,134)
(6,087,324)
PVW Resources Limited
Directors' report
30 June 2024
15
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Employees
The Group had no employees at 30 June 2024 (2023: six).
Likely developments and expected results of operations
Likely developments in the operations of the Group are set out in the above review of operations in this annual report. Any
future prospects are dependent upon the results of future exploration and evaluation.
Risk overview
The Group’s activities have inherent risk and the Board is unable to provide certainty of the expected results of these
activities. The material business risks that the Group faces that could influence the Group’s future prospects and how these
are managed, are outlined below.
Exploration and developmental risks
Mineral exploration and development is a speculative and high-risk undertaking that may be impeded by circumstances and
factors beyond the control of the Group. As the Group is an early-stage exploration Group, there can be no assurance that
exploration on the projects, or any other exploration properties that may be acquired in the future, will result in the discovery
of an economic mineral resource. Even if an apparently viable mineral resource is identified, there is no guarantee that it
can be economically exploited.
The future exploration activities of the Group may be affected by a range of factors including geological conditions, limitation
on activities due to seasonal weather patterns, unanticipated operations and technical difficulties, industrial and
environmental accidents, contractor performance and many other factors beyond the control of the Group.
Tenement grant and maintenance risks
The Group's mining exploration activities are dependent upon the grant, or as the case may be, the maintenance of
appropriate licenses, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to
limitations. The maintaining of tenements, obtaining renewals, or getting tenements granted, often depends on the Group
being successful in obtaining the required statutory approvals, for its proposed activities and that the licenses, concessions
leases, permits and consents it holds will be renewed as and when required. There's is no assurance that such renewals will
be given as a matter of course and there is no assurance that new conditions will not be imposed in connection therewith.
Conditions to tenements
Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of leases and
licences by the State. The Group is subject to the Mining Act 1978 (WA) (Mining Act) and the Group has an obligation to
meet conditions that apply to the tenements, including the payment of rent and prescribed annual expenditure
commitments.
The tenements held by the Group are subject to annual review and periodic renewal. While it is the Group’s intention to
satisfy the conditions that apply to the tenements, there can be no guarantees made that, in the future, the tenements that
are subject to renewal will be renewed or that minimum expenditure and other conditions that apply to the tenements will
be satisfied. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment
of areas of the tenements comprising the Projects. There is also a risk that the tenement applications will not be granted to
the Group. These events could have a materially adverse effect on the Group’s prospects and the value of its assets.
Crown Land
The land subject to the tenements overlaps with Crown land, including pastoral leases. Upon commencing mining operations
on any of the tenements, the Group may need to consider entering into a compensation and access agreement with the
lease holders to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence
of agreement, the Warden’s Court determines compensation payable. The entry into these agreements may delay the
undertaking of activities, including the development of any future mines, and may mean that the Group cannot explore all
areas that it may prefer to explore for mineral development.
Expansion into Brazil
Subsequent to year end the Group entered into a binding agreement to acquire 11 projects in Brazil, subject to the
completion of due diligence by the Group and shareholder approval. Entry into a new country brings with it different risks
which the Group is currently assessing as part of its due diligence assessment.
PVW Resources Limited
Directors' report
30 June 2024
16
Native title and heritage matters
In relation to tenements which the Group has an interest in or will in the future acquire such an interest, there may be areas
over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability
of the Group to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the
exploration phase to the development and mining phases of operations may be adversely affected.
Grant of future authorisations to explore and mine
If the Group discovers an economically viable mineral deposit that it then intends to develop, it will, among other things,
require various approvals, licences and permits before it will be able to mine the deposit. There is no guarantee that the
Group will be able to obtain all required approvals, licences and permits. To the extent that required authorisations are not
obtained or are delayed, the Group’s operational and financial performance may be materially adversely affected.
Requirement for additional capital
Previous funds raised have been considered sufficient to meet the immediate objectives of the Group. Further funding may
be required by the Group in the event costs exceed estimates and to effectively implement its business and operational
plans in the future to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and
to meet any unanticipated liabilities or expenses which the Group may incur. There can be no assurance that additional
finance will be available when needed or, if available, the terms of the financing may be favourable to the Group.
Government policy changes
Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land
access, labour relations, and mining and exploration activities of the Group. It is possible that the current system of
exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly
expropriation of the Group’s properties without adequate compensation.
Global market and financial conditions
The mineral resource industry and other industries are impacted by global market and financial conditions. Some of the key
impacts of market uncertainty caused by pandemics, global geopolitical tensions and inflationary economic environments
may result in contraction in credit markets resulting in widening of credit risk, devaluations and volatility in global equity,
commodity, foreign exchange and precious metal markets. Due to the current nature of the Group’s activities a slowdown
in the financial markets or other economic conditions may adversely affect the Group’s share price, growth potential and
ability to finance its activities.
Climate change regulation
Mining of mineral resources is relatively energy intensive and is dependent on the consumption of fossil fuels. Increased
regulation and government policy designed to mitigate climate change may adversely affect the Group’s cost of operations
and adversely impact the financial performance of the Group.
Matters subsequent to the end of the financial year
On 15 July 2024, Mr Alistair Stephens joined the PVW team as Chief Executive Officer.
On 15 July 2024, Mr George Bauk assumed the role of Non-Executive Chair with Mr Colin McCavana and Mr David Wheeler
remaining as Non-Executive Directors.
On 26 July 2024, the Group entered into a binding agreement to acquire 100% of the issued capital of Brazilian registered
company Scanty Mineracao Ltda ("Scanty"), the holder of 39 exploration licenses across 11 project areas in Brazil, providing
opportunities to explore for Rare Earth Element in Brazil. The acquisition is subject to PVW due diligence and shareholder
approval (“conditions precent”).
Key terms include:
Initial consideration
●
PVW to pay $50,000 cash as an exclusivity fee.
Subject to satisfaction of the conditions precedent:
●
PVW will acquire 100% of the issued capital of Scanty;
●
PVW will issue 40 million consideration shares (50% in escrow for six months) and 120 million performance rights with
milestone-based vesting conditions; and
●
PVW to pay $600,000 of expense reimbursements incurred to date in respect of the Brazil projects.
Subject to satisfaction of performance right vesting conditions
●
PVW will enter into a royalty deed for a 1.5% Net Smelter Return ("NSR") royalty payable to Scanty vendors; and
●
PVW will pay $1,500,000 to Scanty vendors.
PVW Resources Limited
Directors' report
30 June 2024
17
Mr Luis Azevedo, will be appointed to the PVW Board as Non-Executive Director following shareholder approval of the
acquisition and Ms Celeste Queiroz to be appointed as Country Manager to lead in country due diligence and exploration
programs.
On 30 July 2024, the Group announced it has received commitments to raise $1,150,000 via a two-stage share placement
(the “Placement”) to support the Group’s proposed acquisition of Scanty Brazil. The first tranche of 25 million shares was
subsequently completed on 9 August 2024, with the issue of 25 million shares at $0.02 per share for $500,000 before costs.
The second tranche of 32.5 million shares to be issued at $0.02 per share was approved at the general meeting held on 16
September 2024. Management will partake in the Placement in tranche 2 for $70,000. The second tranche is expected to
settle in September 2024.
The funds raised will be used to support the acquisition of Scanty Brazil, exploration, assessing other project opportunities,
and working capital.
As consideration for CPS Capital's ("CPS") services in arranging the Placement, the Group will pay CPS a 2% management
fee and a 4% placing fee. It will also issue to CPS and/or its nominees 5,750,000 options exercisable at $0.03, with an
expiry date of three years from the date of issue.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Environmental regulation
The Group is subject to environmental regulation in relation to its exploration activities. It aims to ensure that the highest
standard of environmental care is achieved, and that it complies with all relevant environmental legislation. The Directors
are not aware of any breaches during the period covered by this report.
Indemnity and insurance of officers
The Company has entered an Indemnity, Insurance and Access Deed with each Director. Pursuant to the Deed:
"The Director is indemnified by the Company against any liability incurred in that capacity as an officer of the Company to
the maximum extent permitted by law subject to certain exclusions."
The Company must keep a complete set of Company documents until the later of:
●
The date which is seven years after the Director ceases to be an officer of the Company; and
●
The date after a final judgment or order has been made in relation to any hearing, conference, dispute, enquiry or
investigation in which the Director is involved as a party, witness or otherwise because the Director is or was an officer
of the Company (Relevant Proceedings).
The Director has the right to inspect and copy a Company document in connection with any relevant proceedings during the
period referred to above.
Subject to the next sentence, the Company must maintain an insurance policy insuring the Director against liability as a
director and officer of the Company while the Director is an officer of the Company and until the later of:
●
The date which is seven years after the Director ceases to be an officer of the Company; and
●
The date any Relevant Proceedings commenced before the date referred to above have been finally resolved.
The Company may cease to maintain the insurance policy if the Company reasonably determines that the type of coverage
is no longer available.
During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of
the Company against a liability 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.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Shares under option
There were no unissued ordinary shares of PVW Resources Limited under option outstanding at the date of this report.
PVW Resources Limited
Directors' report
30 June 2024
18
Shares issued on the exercise of options
There were no ordinary shares of PVW Resources Limited issued on the exercise of options during the year ended 30 June
2024 and up to the date of this report.
Shares under performance rights
Unissued ordinary shares of PVW Resources Limited under performance rights at the date of this report are as follows:
Number
Grant date
Expiry date
under rights
29 December 2020
28 December 2025
2,400,000
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate
in any share issue of the Company or of any other body corporate.
Shares issued on the exercise of performance rights
800,000 fully paid ordinary shares were issued during the year as a result of the exercise of performance rights for a fair
value of $160,000.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's Executive reward framework is to ensure reward for performance is competitive and appropriate
for the results delivered. The framework aligns Executive reward with the achievement of strategic objectives and the
creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward.
The Board of Directors ('the Board') ensures that Executive reward satisfies the following key criteria for good reward
governance practices:
●
competitiveness and reasonableness
●
acceptability to shareholders
●
performance linkage / alignment of Executive compensation
●
transparency
●
capital management
The remuneration policy has been tailored to increase the direct positive relationship between shareholders' investment
objectives and Directors' and Executives' performance. Currently, this may be facilitated through the issue of options to
Directors and Executives to encourage the alignment of personal and shareholder interests. The Company believes this
policy will be effective in increasing shareholder wealth. The Board's policy for determining the nature and amount of
remuneration for Board members and Senior Executive of the Company is as follows:
PVW Resources Limited
Directors' report
30 June 2024
19
Non-Executive Directors remuneration
Fees and payments to Non-Executive Directors reflect the demands and responsibilities of their role. Non-Executive
Directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and
Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure
Non-Executive Directors' fees and payments are appropriate and in line with the market. The Chairman's fees are determined
independently to the fees of other Non-Executive Directors based on comparative roles in the external market. The Chairman
is not present at any discussions relating to the determination of his own remuneration. Non-Executive Directors do not
receive share options or other incentives.
The Group's Constitution provides that Directors are entitled to be remunerated for their services as follows:
●
The total aggregate fixed sum per annum to be paid to the Directors (excluding salaries of Executive Directors) from
time to time will not exceed the sum determined by the Shareholders in general meeting and the total aggregate fixed
sum will be divided between the Directors as the Directors shall determine and, in default of agreement between them,
then in equal shares.
●
The Directors' remuneration accrues from day to day.
●
The total aggregate fixed sum per annum which may be paid to Non-Executive Directors is $300,000. This amount
cannot be increased without the approval of the Company's Shareholders.
The Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred by them respectively
in or about the performance of their duties as Directors.
Executive remuneration
The Group’s remuneration policy for Executive Directors and senior management is designed to promote superior
performance and long-term commitment to the Group. Executives receive a base remuneration which is market related and
may receive performance-based remuneration. The Board reviews Executive packages annually by reference to the
Company's performance, Executive performance, and comparable information from industry sectors and other listed
companies in similar industries. Executives are also entitled to participate in employee share and option schemes. An
Incentive Option Plan was approved by shareholders on 29 November 2022.
Fixed Remuneration
Other than statutory superannuation contribution, no retirement benefits are provided for Executive and Non-Executive
Directors of the Group. To align Directors' interests with shareholder interests, the Directors are encouraged to hold shares
in the Company.
Performance Based Remuneration – Short-term and long-term incentive structure
The Board will review short-term and long-term incentive structures from time to time. Any incentive structure will be
aligned with shareholders' interests.
●
Short-term incentives - no short-term incentives in the form of cash bonuses were granted to Directors during the
year.
●
Long-term incentives - the Board has a policy of granting incentive options to Executives with exercise prices above
market share price. As such, incentive options granted to Executives will generally only be of benefit if the Executives
perform to the level whereby the value of the Group increases sufficiently to warrant exercising the incentive options
granted.
The Executive Directors will be eligible to participate in any short term and long-term incentive arrangements operated or
introduced by the Company (or any subsidiary) from time to time
Consolidated entity performance and link to remuneration
As the Group is in the early stages of development and commercialisation, the Board did not consider earnings during the
current and previous financial years when determining the nature and amount of remuneration of KMP.
Use of remuneration consultants
During the financial year, the Company did not engage any remuneration consultants.
Voting and comments made at the Company's 2023 Annual General Meeting ('AGM')
At the 17 November 2023 AGM, 95.64% of the votes received supported the adoption of the remuneration report for the
year ended 30 June 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration
practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
PVW Resources Limited
Directors' report
30 June 2024
20
Short-term benefits
Post-
employmen
t benefits
Long-term
benefits
Share-
based
payments
Cash salary
Cash
Non-
Super-
Long
service
Equity-
and fees
bonus
monetary
annuation
leave
settled
Total
2024
$
$
$
$
$
$
$
David Wheeler
58,000
-
-
-
-
-
58,000
George Bauk
174,667
-
-
-
-
-
174,667
Colin McCavana
48,000
-
-
-
-
-
48,000
280,667
-
-
-
-
-
280,667
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
David Wheeler
Title:
Non-Executive Chairman
Agreement commenced:
29 August 2017
Term of agreement:
Mr Wheeler's appointment as a Non-Executive Chairman will terminate on the date he
retires by rotation under the Company’s Constitution but will continue for further terms
if he is re-elected at future annual general meetings.
Details:
Mr Wheeler was elected Chair by the Board of Directors on 11 September 2017. In
consideration for his services as a Chair and member of any Board committee, Mr
Wheeler is paid a set a monthly fee.
Name:
George Bauk
Title:
Executive Director
Agreement commenced:
1 February 2021
Term of agreement:
Mr Bauk's appointment as an Executive Director will terminate on the date he retires
by rotation under the Company’s Constitution but will continue for further terms if he
is re-elected at future annual general meetings.
Details:
In consideration for his services as a Non-Executive Director and member of any Board
committee, Mr Bauk is paid a set a monthly fee.
Name:
Colin McCavana
Title:
Non-Executive Director
Agreement commenced:
1 February 2021
Term of agreement:
Mr McCavana's appointment as a Non-Executive Director will terminate on the date he
retires by rotation under the Company’s Constitution but will continue for further terms
if he is re-elected at future annual general meetings.
Details:
In consideration for his services as a Non-Executive Director and member of any Board
committee, Mr McCavana is paid a set a monthly fee.
Share-based compensation
Issue of shares
There were no shares issued to Directors and other key management personnel as part of compensation during the year
ended 30 June 2024.
Options
There were no options over ordinary shares issued to Directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2024.
Performance rights
There were no performance rights over ordinary shares issued to Directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2024.
PVW Resources Limited
Directors' report
30 June 2024
21
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Group held during the financial year by each Director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Balance at
the start of
the year
Conversion of
performance
rights
Additions
At
appointment/
resignation
Balance at the
end of the
year
Ordinary shares
David Wheeler
583,333
200,000
500,000
-
1,283,333
Colin McCavana
2,327,003
200,000
-
-
2,527,003
George Bauk
2,625,120
400,000
-
-
3,025,120
5,535,456
800,000
500,000
-
6,835,456
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
Exercised
other
the year
Options over ordinary shares
David Wheeler
1,600,000
-
-
(1,600,000)
-
1,600,000
-
-
(1,600,000)
-
Performance rights holding
The number of performance rights over ordinary shares in the Group held during the financial year by each Director and
other members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
Vested
other
the year
Performance rights over ordinary shares
David Wheeler
800,000
(200,000)
-
-
600,000
Colin McCavana
800,000
(200,000)
-
-
600,000
George Bauk
1,600,000
(400,000)
-
-
1,200,000
3,200,000
(800,000)
-
-
2,400,000
Loans from/ to key management personnel and their related parties
The Group had no loans with key management personnel as at year end.
Other transactions with key management personnel and their related parties
During the year, payments were made to key management personnel and their related parties for director fees and rent.
Refer to note 22 for details on related party transactions.
This concludes the remuneration report, which has been audited.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors' report.
PVW Resources Limited
Directors' report
30 June 2024
22
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
George Bauk
Non-Executive Chairman
20 September 2024
Perth
To the Board of Directors
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001
As lead audit Director for the audit of the financial statements of PVW Resources Limited for the financial year
ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been no contraventions
of:
•
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
•
any applicable code of professional conduct in relation to the audit.
Yours Faithfully,
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated this 20th day of September 2024
Perth, Western Australia
PVW Resources Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes
24
Revenue
Other income
100,526
123,012
Interest income
39,225
52,162
Gain from sale of fixed assets
44,460
-
Expenses
Exploration expense
4
(856,999)
(4,671,013)
Other expenses
5
(716,488)
(790,388)
Employee benefits expense
(351,492)
(593,702)
Depreciation and amortisation expense
(93,022)
(136,306)
Share based payments
19
4,334
(66,995)
Loss from sale of fixed assets
(1,464)
-
Interest expense
(1,214)
(4,094)
Loss before income tax expense
(1,832,134)
(6,087,324)
Income tax expense
6
-
-
Loss after income tax expense for the year attributable to the owners of
PVW Resources Limited
(1,832,134)
(6,087,324)
Other comprehensive loss for the year, net of tax
-
-
Total comprehensive loss for the year attributable to the owners of PVW
Resources Limited
(1,832,134)
(6,087,324)
Cents
Cents
Basic earnings per share
7
(1.81)
(6.27)
Diluted earnings per share
7
(1.81)
(6.27)
PVW Resources Limited
Consolidated statement of financial position
As at 30 June 2024
Consolidated
Note
2024
2023
$
$
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
25
Assets
Current assets
Cash and cash equivalents
8
1,901,166
3,766,395
Trade and other receivables
10
87,082
59,957
Other current assets
61,230
97,105
Total current assets
2,049,478
3,923,457
Non-current assets
Plant and equipment
11
29,404
124,947
Right-of-use assets
12
55,507
131,536
Total non-current assets
84,911
256,483
Total assets
2,134,389
4,179,940
Liabilities
Current liabilities
Trade and other payables
13
163,268
255,702
Lease liabilities
14
19,491
82,785
Provisions
15
-
83,865
Other liabilities
16
150,000
300,000
Total current liabilities
332,759
722,352
Non-current liabilities
Lease liabilities
14
39,927
59,417
Provisions
15
300,000
300,000
Total non-current liabilities
339,927
359,417
Total liabilities
672,686
1,081,769
Net assets
1,461,703
3,098,171
Equity
Issued capital
17
22,389,616
22,029,616
Reserves
18
3,032,093
3,196,427
Accumulated losses
(23,960,006)
(22,127,872)
Total equity
1,461,703
3,098,171
PVW Resources Limited
Consolidated statement of changes in equity
For the year ended 30 June 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
26
Issued
Accumulated
Share-based
payment
Total equity
capital
losses
reserve
Consolidated
$
$
$
$
Balance at 1 July 2022
21,752,950
(16,040,548)
3,268,152
8,980,554
Loss after income tax expense for the year
-
(6,087,324)
-
(6,087,324)
Other comprehensive loss for the year, net of tax
-
-
-
-
Total comprehensive loss for the year
-
(6,087,324)
-
(6,087,324)
Transactions with owners in their capacity as owners:
Share-based payments (note 19)
-
-
(71,725)
(71,725)
Share issued for the acquisition of Rare Metals Group Pty Ltd
and Tiger Metals Pty Ltd (note 17)
276,666
-
-
276,666
Balance at 30 June 2023
22,029,616
(22,127,872)
3,196,427
3,098,171
Issued
Accumulated
Share-based
payment
Total equity
capital
losses
reserve
Consolidated
$
$
$
$
Balance at 1 July 2023
22,029,616
(22,127,872)
3,196,427
3,098,171
Loss after income tax expense for the year
-
(1,832,134)
-
(1,832,134)
Other comprehensive loss for the year, net of tax
-
-
-
-
Total comprehensive loss for the year
-
(1,832,134)
-
(1,832,134)
Transactions with owners in their capacity as owners:
Share-based payments (note 19)
-
-
(4,334)
(4,334)
Performance rights issued (note 19)
160,000
-
(160,000)
-
Share issued for the acquisition of Rare Metals Group Pty Ltd
and Tiger Metals Pty Ltd (note 17)
200,000
-
-
200,000
Balance at 30 June 2024
22,389,616
(23,960,006)
3,032,093
1,461,703
PVW Resources Limited
Consolidated statement of cash flows
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
27
Cash flows from operating activities
Payments to suppliers and employees
(970,959)
(1,212,149)
Exploration and evaluation expenditure
(977,709)
(4,290,524)
Purchase of tenements
-
(40,000)
Interest received
39,225
52,162
Interest and other finance costs paid
(1,214)
(4,094)
Net cash used in operating activities
9
(1,910,657)
(5,494,605)
Cash flows from investing activities
Payments for property, plant and equipment
-
(23,895)
Proceeds from option agreement payment
50,000
-
Cash acquired from acquisition
-
400
Proceeds from disposal of property, plant and equipment
61,136
-
Net cash from/(used in) investing activities
111,136
(23,495)
Cash flows from financing activities
Repayment of lease liabilities
(65,708)
(71,090)
Net cash used in financing activities
(65,708)
(71,090)
Net decrease in cash and cash equivalents
(1,865,229)
(5,589,190)
Cash and cash equivalents at the beginning of the financial year
3,766,395
9,355,585
Cash and cash equivalents at the end of the financial year
8
1,901,166
3,766,395
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
28
Note 1. General information
The financial statements cover PVW Resources Limited as a Group consisting of PVW Resources Limited and the entities it
controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is PVW
Resources Limited's functional and presentation currency.
PVW Resources Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
Level 3, 1138 Hay Street, West Perth, Western Australia, 6005
The Group is a mining and exploration company.
The consolidated financial statements were authorised for issue, in accordance with a resolution of Directors, on 20
September 2024.
Note 2. Material accounting policy information
The accounting policies that are material to the Group are set out either in the respective notes or below. The accounting
policies adopted are consistent with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The Group has a history of incurring trading losses and net cash outflows from operating activities. For the year ended 30
June 2024, the Group incurred a loss of $1,832,134 (2023: $6,087,324) and cash outflows from operating activities of
$1,910,657 (2023: $5,494,605). The business has been funded as required via capital raising activities. The Group has the
ability to reduce forecast expenditure if required and it is anticipated that additional capital can be raised in the future if
required. Subsequent to year end the Group received a commitment to raise $1,150,000 via a two-stage share placement.
The Directors have assessed the Group’s ability to continue as a going concern and have not identified any significant risks.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention, except for, where applicable,
the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through
other comprehensive income, investment properties, certain classes of property, plant and equipment, share based
payments and derivative financial instruments.
Parent entity information
In accordance with the Corporations Act 2001, these consolidated financial statements present the results of the Group
only. Supplementary information about the parent entity is disclosed in note 24.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of PVW Resources Limited
("Company" or "parent entity") as at 30 June 2024 and the results of all subsidiaries for the year then ended. PVW Resources
Limited and its subsidiaries together are referred to in these financial statements as "PVW" or the "Group".
Subsidiaries are all those entities over which the Group has control. 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. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group. They are de-consolidated from the date that control ceases.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
29
Revenue recognition
The Group recognises revenue as follows:
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Impairment of non-financial assets
Non-financial assets, other than deferred tax assets ("DTAs") are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset exceeds it recoverable amount. Impairment losses are
recognised in profit or loss.
Note 3. Operating segments
Identification of reportable operating segments
The Group operates only in one business and geographical segment being predominantly in the area of mineral exploration
and exploitation in Western Australia. The Group considers its business operations in mineral exploration and exploitation
to be its primary reporting function.
These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are
identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of
resources. There is no aggregation of operating segments.
Accounting policy for operating segments
Unless otherwise stated, all amounts reported to the Board of Directors as the CODM with respect to operating segments,
are determined in accordance with AASB 8 Operating Segments.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
30
Note 4. Exploration expense
Consolidated
2024
2023
$
$
Personnel
412,277
739,260
Drilling
2,238
1,053,273
Tenement rents, rates and others
319,634
307,705
Tenement purchase
-
524,494
Rehabilitation
22,373
13,448
General contractors
31,268
350,134
Other exploration expenses
50,942
544,944
Assaying
8,906
587,054
Vehicle running costs
7,283
168,650
Land use fees
76
221,967
Field provisions and accommodation
2,002
160,084
856,999
4,671,013
Accounting policy on exploration expenses
Exploration, evaluation and acquisition costs are expensed in the year they are incurred. Development costs are capitalised.
Development expenditure is recognised at cost less accumulated amortisation and any impairment losses. Exploration and
evaluation expenditure is classified as development expenditure once the technical feasibility and commercial viability of
extracting the related mineral resource is demonstrable. Where commercial production in an area of interest has
commenced, the associated costs together with any forecast future capital expenditure necessary to develop proved and
probable reserves are amortised over the estimated economic life of the mine on a units-of-production basis.
Changes in factors such as estimates of proved and probable reserves that affect unit-of-production calculations are dealt
with on a prospective basis.
Note 5. Other expenses
Consolidated
2024
2023
$
$
Accounting services
123,554
108,485
Marketing expense
24,686
120,366
Consultants
163,155
217,485
ASX costs
30,522
50,002
Legal costs
50,874
14,501
Project evaluation costs
93,348
28,044
Computer and IT costs
32,238
19,273
Audit fees
43,491
47,006
Insurance
36,758
39,603
Other expenses
117,862
145,623
716,488
790,388
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
31
Note 6. Income tax
Consolidated
2024
2023
$
$
Income tax expense
Current tax
-
-
Deferred tax - origination and reversal of temporary differences
-
-
Adjustment recognised for prior periods
-
-
Aggregate income tax expense
-
-
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(1,832,134)
(6,087,324)
Tax at the statutory tax rate of 25%
(458,034)
(1,521,831)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments
(4,334)
16,749
(462,368)
(1,505,082)
Current year tax losses not recognised
3,639,981
2,134,899
Current year temporary differences not recognised
(3,177,613)
(629,817)
Income tax expense
-
-
Consolidated
2024
2023
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
32,866,693
32,404,325
Potential tax benefit @ 25%
8,216,673
8,101,081
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax
losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test
is passed.
The losses have not been brought to account because the Directors do not believe it is appropriate to regard realisation of
those deferred tax assets as being probable. The benefit of these deferred tax assets will only be obtained if:
●
The Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the
deductions for the temporary differences to be realized
●
The Group continues to comply with the conditions of deductibility imposed by tax legislation
●
No change in tax legislation adversely affect the Group is realizing the benefit from the deductions for the temporary
difference.
Accounting policy for income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 6. Income tax (continued)
32
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except
for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
nor taxable profits; or
●
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and
the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority
on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Note 7. Earnings per share
Consolidated
2024
2023
$
$
Loss after income tax attributable to the owners of PVW Resources Limited
(1,832,134)
(6,087,324)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
101,220,797
97,110,890
Weighted average number of ordinary shares used in calculating diluted earnings per share
101,220,797
97,110,890
Cents
Cents
Basic earnings per share
(1.81)
(6.27)
Diluted earnings per share
(1.81)
(6.27)
The weighted average number of shares outstanding for the year ended 30 June 2024 is based on the weighted average
number of shares of PVW Resources Limited outstanding in the period following the acquisition.
Accounting policy for earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the loss attributable to the owners of PVW Resources Limited, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the cost of servicing equity (other than dividends) and preference share dividends, the after income tax effect of dividends,
interest and other financing costs associated with dilutive potential ordinary shares that have been recognised as expenses,
other discretionary changes in revenues or expenses during the period that would result from the dilution of potential
ordinary shares, and the weighted average number of shares assumed to have been issued for no consideration in relation
to dilutive potential ordinary shares adjusted for any bonus element.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
33
Note 8. Cash and cash equivalents
Consolidated
2024
2023
$
$
Current assets
Cash at bank
1,901,166
3,766,395
Accounting policy for cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value.
Note 9. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2024
2023
$
$
Loss after income tax expense for the year
(1,832,134)
(6,087,324)
Adjustments for:
Depreciation and amortisation
93,022
136,307
Disposal of property, plant and equipment
(42,996)
-
Share-based payments
(4,334)
66,995
Purchase of subsidiary
-
484,495
Change in operating assets and liabilities:
Decrease in trade and other receivables
13,102
62,221
Decrease/(increase) in other current assets
38,985
(16,269)
Decrease in trade and other payables
(92,435)
(159,945)
(Decrease)/increase in provisions
(83,867)
18,915
Net cash used in operating activities
(1,910,657)
(5,494,605)
Note 10. Trade and other receivables
Consolidated
2024
2023
$
$
Current assets
Trade receivables
59,330
27,681
GST receivable
27,752
32,276
87,082
59,957
Under the general approach to impairment, the Group has assessed there was no impairment to the working capital facility
for the year.
Accounting policy for trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30
days.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 10. Trade and other receivables (continued)
34
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Note 11. Plant and equipment
Consolidated
2024
2023
$
$
Non-current assets
Motor vehicles - at cost
17,000
97,062
Less: Accumulated depreciation
(4,759)
(32,058)
12,241
65,004
Plant and equipment - at cost
77,163
153,012
Less: Accumulated depreciation
(60,000)
(93,551)
17,163
59,461
Office equipment - at cost
-
1,108
Less: Accumulated depreciation
-
(626)
-
482
29,404
124,947
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Plant and
Motor
Office
equipment
vehicles
equipment
Total
Consolidated
$
$
$
$
Balance at 1 July 2022
111,688
58,269
603
170,560
Additions
3,804
20,090
-
23,894
Depreciation expense
(56,031)
(13,355)
(121)
(69,507)
Balance at 30 June 2023
59,461
65,004
482
124,947
Disposals
(15,709)
(42,247)
(410)
(58,366)
Depreciation expense
(26,589)
(10,516)
(72)
(37,177)
Balance at 30 June 2024
17,163
12,241
-
29,404
Accounting policy for plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Cost includes expenditure that is directly attributable
to the acquisition of the asset.
Depreciation is calculated on a diminishing value basis to write off the net cost of each item of plant and equipment over
their expected useful lives as follows:
Motor Vehicles
10 years
Computer Equipment
4 years
Office Equipment
10 years
Plant and equipment
4 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 11. Plant and equipment (continued)
35
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Note 12. Right-of-use assets
Consolidated
2024
2023
$
$
Non-current assets
Land and buildings - right-of-use
80,739
274,696
Less: Accumulated depreciation
(25,232)
(145,126)
55,507
129,570
Office equipment - right-of-use
-
6,440
Less: Accumulated depreciation
-
(4,474)
-
1,966
55,507
131,536
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
Office
Building
equipment
Total
Consolidated
$
$
$
Balance at 1 July 2023
129,570
1,966
131,536
Amortisation expense1
(74,063)
(1,966)
(76,029)
Balance at 30 June 2024
55,507
-
55,507
1 On 30 April 2024, the lease agreement for the office premises in West Perth, W.A expired. On 31 May 2024, the lease
agreement for the office printer expired.
Accounting policy for 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 payments 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 amortised on a straight-line basis over the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the amortisation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities. The subsequent measurement of the right-of-use assets is at cost less accumulated
amortisation and impairment losses.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss
as incurred.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
36
Note 13. Trade and other payables
Consolidated
2024
2023
$
$
Current liabilities
Trade payables
70,889
134,611
Accruals
41,500
41,500
Other payables
50,879
79,591
163,268
255,702
Refer to note 20 for further information on financial risk management.
Accounting policy for trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts
are unsecured and are usually paid within 30 days of recognition.
Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.
Note 14. Lease liabilities
Consolidated
2024
2023
$
$
Current liabilities
Lease liability
19,491
82,785
Non-current liabilities
Lease liability
39,927
59,417
Consolidated
2024
2023
$
$
Amounts recognised in profit or loss
Interest on lease liabilities
(1,214)
(4,094)
Amortisation
(55,845)
(66,800)
(57,059)
(70,894)
Accounting policy for 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 payments 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
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
37
Note 15. Provisions
Consolidated
2024
2023
$
$
Current liabilities
Annual and long service leave1
-
83,865
Non-current liabilities
Environmental
300,000
300,000
1The Group transitioned from employing permanent staff to utilising contractors on 31 March, 2024. Consequently, as of 30
June, 2024, there were no permanent staff members. A new Chief Executive Officer was appointed on 15 July, 2024.
Rehabilitation
The provision for rehabilitation relates to the estimated cost of rehabilitation work to be carried out in relation to the Jungle
Well tenement.
Accounting policy for provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is
probable 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 reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value
of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the
provision resulting from the passage of time is recognised as a finance cost.
Accounting policy for employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave, long service leave and accumulating sick
leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be
paid when the liabilities are settled. Non-accumulating sick leave is expensed to profit or loss when incurred.
Note 16. Other liabilities
Consolidated
2024
2023
$
$
Current liabilities
Deferred consideration1
100,000
300,000
PVW Leonora Pty Ltd option agreement2
50,000
-
150,000
300,000
1Deferred consideration relates to $100,000 payable to the vendors as part of the consideration payable for the Tiger Metals
Pty Ltd and Rare Metals Group Pty Ltd acquisition on 17 February 2023 (FY23:$300,000). On 5 October 2023, 2,941,176
shares to the value of $200,000 were issued to the vendors as a result of acquisition conditions being met.
2Deposit of $50,000 was received during the year in relation to a non-binding agreement for the sale of PVW Leonora Pty
Ltd. Negotiations are on-going as at 30 June 2024.
Note 17. Issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
102,204,778
98,463,602
22,389,616
22,029,616
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 17. Issued capital (continued)
38
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
1 July 2022
96,335,413
21,752,950
Shares issued on acquisition of Tiger Metals Pty Ltd
and Rare Metals Group Pty Ltd
17 February 2023
1,578,189
$0.1300
205,166
Share issued to advisors
17 February 2023
550,000
$0.1300
71,500
Balance
30 June 2023
98,463,602
22,029,616
Exercise of performance rights
5 October 2023
800,000
$0.2000
160,000
Shares issued on acquisition of Tiger Metals Pty Ltd
and Rare Metals Group Pty Ltd
5 October 2023
2,941,176
$0.0680
200,000
Balance
30 June 2024
102,204,778
22,389,616
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Group in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Group
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce
the cost of capital. The capital structure of the Group consists of cash.
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Note 18. Reserves
Consolidated
2024
2023
$
$
Share-based payments reserve
3,032,093
3,196,427
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation for services.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 18. Reserves (continued)
39
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Share-based
payment
reserve
Consolidated
$
Balance at 1 July 2022
3,268,152
Revaluation of 3,200,000 performance rights issued on 29 December 2020
(4,011)
Revaluation of 1,700,000 performance rights on 7 September 2021
(138,720)
Vesting of 1,800,000 performance rights issued on 20 July 2021
63,615
Expiry of 1,800,000 performance rights issued on 20 July 2021
7,391
Balance at 30 June 2023
3,196,427
Exercise of 800,000 performance rights issued on 29 December 2020
(160,000)
Expiry of 775,000 performance rights issued on 20 July 2021
2,005
Expiry of 125,000 performance rights issued on 11 April 2022
13,672
Revaluation of performance rights issued on 29 December 2020
(20,011)
Balance at 30 June 2024
3,032,093
Note 19. Share-based payments
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Consolidated
2024
2023
$
$
Performance rights vested
-
59,604
Performance rights revalued
(20,011)
-
Performance rights expired
15,677
7,391
(4,334)
66,995
Options
Set out below are summaries of options granted:
Number of options
2024
2023
Outstanding at the beginning of the financial year
9,600,000
12,600,000
Expired
(9,600,000)
(3,000,000)
Outstanding at the end of the financial year
-
9,600,000
2024
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
30/01/2021
29/01/2024
$0.0000
2,400,000
-
-
(2,400,000)
-
26/10/2021
31/12/2023
$0.0000
3,000,000
-
-
(3,000,000)
-
19/05/2022
19/05/2024
$0.0000
4,200,000
-
-
(4,200,000)
-
9,600,000
-
-
(9,600,000)
-
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 19. Share-based payments (continued)
40
Performance rights
Set out below are summaries of performance rights granted :
Number of rights
2024
2023
Outstanding at the beginning of the financial year
5,800,000
6,700,000
Exercised
(800,000)
-
Expired
(900,000)
(900,000)
Outstanding at the end of the financial year
4,100,000
5,800,000
2024
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
29/12/2020
28/12/2025
$0.0000
3,200,000
-
(800,000)
-
2,400,000
07/09/2021
07/09/2024
$0.0000
850,000
-
-
-
850,000
07/09/2021
07/09/2024
$0.0000
850,000
-
-
-
850,000
20/07/2021
20/07/2023
$0.0000
310,000
-
-
(310,000)
-
20/07/2021
20/07/2023
$0.0000
465,000
-
-
(465,000)
-
11/04/2022
11/04/2023
$0.0000
50,000
-
-
(50,000)
-
11/04/2022
11/04/2023
$0.0000
75,000
-
-
(75,000)
-
5,800,000
-
(800,000)
(900,000)
4,100,000
2023
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
29/12/2020
28/12/2025
$0.0000
3,200,000
-
-
-
3,200,000
07/09/2021
07/09/2024
$0.0000
850,000
-
-
-
850,000
07/09/2021
07/09/2024
$0.0000
850,000
-
-
-
850,000
20/07/2021
20/07/2022
$0.0000
310,000
-
-
(310,000)
-
20/07/2021
20/07/2022
$0.0000
465,000
-
-
(465,000)
-
20/07/2021
20/07/2023
$0.0000
310,000
-
-
-
310,000
20/07/2021
20/07/2023
$0.0000
465,000
-
-
-
465,000
11/04/2022
11/04/2023
$0.0000
50,000
-
-
(50,000)
-
11/04/2022
11/04/2023
$0.0000
75,000
-
-
(75,000)
-
11/04/2022
11/04/2024
$0.0000
50,000
-
-
-
50,000
11/04/2022
11/04/2024
$0.0000
75,000
-
-
-
75,000
6,700,000
-
-
(900,000)
5,800,000
During the year, the Directors have assessed the likelihood for the milestones for the performance rights being met.
Accordingly, -$4,334 has been reversed in the profit and loss statement during the year as share based payments.
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 0.95
years (2023: 1.89 years).
Accounting policy for share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for
the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of
cash is determined by reference to the share price.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 19. Share-based payments (continued)
41
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected
dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not
determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of
any other vesting conditions.
For performance shares with price hurdles, a Trinomial Option Pricing model has been applied for milestones with market
conditions. A probability estimate determined by Directors have been applied for milestones with non-market performance
conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in
profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in
previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was
granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
●
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by
the expired portion of the vesting period.
●
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to
settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as
a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting
period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Note 20. Financial risk management
The main risk the Group is exposed to through its financial instruments are market risk, credit risk and liquidity risk consisting
of interest rate, foreign currency risk and equity price risk.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.
The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in
accordance with the Group's risk profile. This includes assessing, monitoring and managing risks for the Group and setting
appropriate risk limits and controls. The Group is not of a size nor is its affairs of such complexity to justify the establishment
of a formal system for risk management and associated controls. Instead, the Board approves all expenditure, is intimately
acquainted with all operations and discuss all relevant issues at the Board meetings. The operational and other compliance
risk management have also been assessed and found to be operating efficiently and effectively.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 20. Financial risk management (continued)
42
Market risk
Foreign currency risk
Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due
to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than
the AUD functional currency of the Group.
The Group has no material exposure to foreign exchange risk.
Price risk
Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. The Group does not presently hold material amounts subject to price risk. As such the Board considers
price risk as a low risk to the Group.
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period
whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.
The Group is also exposed to earnings volatility on floating rate instruments.
Due to the low amount of debt exposed to floating interest rates, interest rate risk is not considered a high risk to the Group.
Movement in interest rates on the Group's financial liabilities and assets is not material.
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the Group. The objective of the Group is to minimise the risk of loss from
credit risk. Although revenue from operations is minimal, the Group trades only with creditworthy third parties. In addition,
receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is insignificant.
The Group's maximum credit risk exposure is limited to the carrying value of its financial assets as indicated on the statement
of financial position.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
The Group has adopted a forward looking expected credit loss model. The Group uses the general approach to impairment,
as applicable under AASB 9: Financial Instruments. Under the general approach, at each reporting period, the Group
assesses whether the financial instruments are credit-impaired, and if:
●
the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures the
loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; or
●
there is no significant increase in credit risk since initial recognition, the Group measures the loss allowance for that
financial instrument at an amount equal to 12-month expected credit losses.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents)
and available borrowing facilities to be able to pay debts as and when they become due and payable.The Group's approach
to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's
reputation.
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash
and marketable securities are available to meet the current and future commitments of the Group.
Typically, the Group ensures that it has sufficient cash to meet expected operational expenses for a period of 60 days,
including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot
reasonably be predicted, such as natural disasters.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
43
Note 21. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
PVW Tanami Pty Ltd
Australia
100%
100%
PVW Leonara Pty Ltd
Australia
100%
100%
PVW Kalgoorlie Pty Ltd
Australia
100%
100%
PVW Exploration NL
Australia
100%
100%
ThredIt Limited
Hong Kong
100%
100%
Thred Innovations Limited
Hong Kong
80%
80%
AR Technologies Pty Ltd
Australia
100%
100%
Stark Resources Pty Ltd
Australia
100%
100%
Rare Metals Group Pty Ltd
Australia
100%
100%
Tiger Metals Pty Ltd
Australia
100%
100%
Note 22. Related party transactions
Parent entity
PVW Resources Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 21.
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the
Directors' report.
Transactions with related parties
There were no other transactions with related parties during the current and previous financial year.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Note 23. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out
below:
Consolidated
2024
2023
$
$
Short-term employee benefits
280,667
358,000
Other key management personnel transactions
A number of these companies transacted with the Group during the year. The terms and conditions of these transactions
were no more favourable than those available, or which might reasonably be expected to be available, in similar transactions
to non-key management personnel related companies on an arm’s length basis.
The aggregate value of transactions and outstanding balances relating to key management personnel and entities over
which they have control or significant influence were as follows:
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 23. Key management personnel disclosures (continued)
44
Consolidated
2024
2023
$
$
Other income:
Rent income from Evion Group NL1
41,555
56,182
Other income from Evion Group NL1
10,670
18,572
Rent income from Thunderbird Resources Limited2
11,519
18,150
Other income from Thunderbird Resources Limited2
49,950
18,296
Other income from Firetail Resources Limited2
19,868
-
133,562
111,200
Consolidated
2024
2023
Expenses:
Consulting fees paid to Pathway Corporate Pty Ltd3 for Company Secretary and CFO role
74,250
77,000
Rent paid to Pathway Corporate Pty Ltd3 for office space
18,000
18,000
Rent paid to Pathway Corporate Pty Ltd3 for bookkeeping
15,300
-
107,550
95,000
1 The Director, Mr George Bauk is the Non-Executive Chairman of Lithium Australia NL and Evion Group NL (formerly
BlackEarth Minerals NL)
2 The Director, Mr George Bauk is the Executive Chairman of Thunderbird Resources Limited (formerly Valor Resources
Limited)
3 The Director, Mr David Wheeler is the Director of Pathways Corporate Pty Ltd
Consolidated
2024
2023
$
$
Related party payables outstanding at year end
George Bauk
18,333
18,333
Bell Bay Investments Pty Ltd
4,400
4,400
22,733
22,733
Note 24. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(2,022,334)
(5,563,326)
Total comprehensive loss
(2,022,334)
(5,563,326)
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 24. Parent entity information (continued)
45
Statement of financial position
Parent
2024
2023
$
$
Total current assets
2,026,190
3,895,668
Total non-current assets
143,321
505,048
Total assets
2,169,511
4,400,716
Total current liabilities
538,568
860,343
Total non-current liabilities
359,417
442,202
Total liabilities
897,985
1,302,545
Net assets
1,271,526
3,098,171
Equity
Issued capital
22,389,616
22,029,615
Share-based payments reserve
3,229,463
3,393,797
Accumulated losses
(24,347,553)
(22,325,241)
Total equity
1,271,526
3,098,171
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2024 and 30 June 2023.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
Note 25. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Hall Chadwick WA Audit Pty Ltd.,
the auditor of the Company:
Consolidated
2024
2023
$
$
Audit services
Audit or review of the financial statements
43,419
38,506
Note 26. Commitments
In order to maintain current rights of tenure to exploration tenements, the Company is required to outlay rentals and to
meet the minimum expenditure requirements. These obligations are not provided for in the financial statements and are
payable:
PVW Resources Limited
Notes to the consolidated financial statements
30 June 2024
Note 26. Commitments (continued)
46
Consolidated
2024
2023
$
$
Exploration expenditure
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
1,222,340
1,124,340
One to five years
1,788,881
1,826,083
More than five years
25,558
89,579
3,036,779
3,040,002
Note 27. Events after the reporting period
On 15 July 2024, Mr Alistair Stephens joined the PVW team as Chief Executive Officer.
On 15 July 2024, Mr George Bauk assumed the role of Non-Executive Chair with Mr Colin McCavana and Mr David Wheeler
remaining as Non-Executive Directors.
On 26 July 2024, the Group entered into a binding agreement to acquire 100% of the issued capital of Brazilian registered
company Scanty Mineracao Ltda ("Scanty"), the holder of 39 exploration licenses across 11 project areas in Brazil, providing
opportunities to explore for Rare Earth Element in Brazil. The acquisition is subject to PVW due diligence and shareholder
approval (“conditions precent”).
Key terms include:
Initial consideration
●
PVW to pay $50,000 cash as an exclusivity fee.
Subject to satisfaction of the conditions precedent:
●
PVW will acquire 100% of the issued capital of Scanty;
●
PVW will issue 40 million consideration shares (50% in escrow for six months) and 120 million performance rights with
milestone-based vesting conditions; and
●
PVW to pay $600,000 of expense reimbursements incurred to date in respect of the Brazil projects.
Subject to satisfaction of performance right vesting conditions
●
PVW will enter into a royalty deed for a 1.5% Net Smelter Return ("NSR") royalty payable to Scanty vendors; and
●
PVW will pay $1,500,000 to Scanty vendors.
Mr Luis Azevedo, will be appointed to the PVW Board as Non-Executive Director following shareholder approval of the
acquisition and Ms Celeste Queiroz to be appointed as Country Manager to lead in country due diligence and exploration
programs.
On 30 July 2024, the Group announced it has received commitments to raise $1,150,000 via a two-stage share placement
(the “Placement”) to support the Group’s proposed acquisition of Scanty Brazil. The first tranche of 25 million shares was
subsequently completed on 9 August 2024, with the issue of 25 million shares at $0.02 per share for $500,000 before costs.
The second tranche of 32.5 million shares to be issued at $0.02 per share was approved at the general meeting held on 16
September 2024. Management will partake in the Placement in tranche 2 for $70,000. The second tranche is expected to
settle in September 2024.
The funds raised will be used to support the acquisition of Scanty Brazil, exploration, assessing other project opportunities,
and working capital.
As consideration for CPS Capital's ("CPS") services in arranging the Placement, the Group will pay CPS a 2% management
fee and a 4% placing fee. It will also issue to CPS and/or its nominees 5,750,000 options exercisable at $0.03, with an
expiry date of three years from the date of issue.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
PVW Resources Limited
Consolidated entity disclosure statement
As at 30 June 2024
47
Place formed /
Ownership
interest
Entity name
Entity type
Country of
incorporation
%
Tax residency
PVW Tanami Pty Ltd
Body corporate
Australia
100.00% Australian
PVW Leonara Pty Ltd
Body corporate
Australia
100.00% Australian
PVW Kalgoorlie Pty Ltd
Body corporate
Australia
100.00% Australian
PVW Exploration NL
Body corporate
Australia
100.00% Australian
ThredIt Limited
Body corporate
Hong Kong
100.00% Australian
Thred Innovations Limited Body corporate
Hong Kong
80.00% Australian
AR Technologies Pty Ltd
Body corporate
Australia
100.00% Australian
Stark Resources Pty Ltd
Body corporate
Australia
100.00% Australian
Rare Metals Group Pty Ltd Body corporate
Australia
100.00% Australian
Tiger Metals Pty Ltd
Body corporate
Australia
100.00% Australian
PVW Resources Limited
Directors' declaration
30 June 2024
48
In the Directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2024 and of its performance for the financial year ended on that date;
●
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
George Bauk
Non-Executive Chairman
20 September 2024
Perth
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PVW RESOURCES LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of PVW Resources Limited (‘the Company”) and its subsidiaries (“the
Consolidated Entity”), which comprises the consolidated statement of financial position as at 30 June 2024,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information, the consolidated entity disclosure
statement and the director’s declaration.
In our opinion:
a.
the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2024 and
of its financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b.
the financial report also complies with International Financial Reporting Standards as disclosed in Note
2.
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 Consolidated Entity 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matter
How our audit addressed the key audit matter
Exploration Expenditure
During the year, the Company incurred exploration
expenses of $856,999
Exploration expenditure is a key audit matter due
to the significance to the Company’s statement of
profit or loss and other comprehensive income.
Our procedures included, amongst others:
•
Testing exploration expenditure for the year by
evaluating a sample of recorded expenditure for
consistency to underlying records, the Company’s
accounting policy and the requirements of AASB 6
Exploration
for
and
Evaluation
of
Mineral
Resources; and
•
Assessing the Company’s rights to tenure by
corroborating to government registries
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 30 June 2024, but does not include the
financial report and our 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, and the
consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to
fraud or error. In Note 2, the directors also state in accordance with Australian Accounting Standard AASB 101
Presentation of Financial Statements, that the financial report complies with International Financial Reporting
Standards.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability 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 Consolidated Entity or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Consolidated Entity’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain
solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 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.
Auditor’s Opinion
In our opinion, the Remuneration Report of PVW Resources Limited, for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated this 20th September 2024
Perth, Western Australia
PVW Resources Limited
Shareholder information
30 June 2024
53
The shareholder information set out below was applicable as at 10 September 2024.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
% of total
Number
% of total
Number
shares
of holders
holders
of shares
issued
1 to 1,000
164
12.094
57,630
0.045
1,001 to 5,000
319
23.525
910,843
0.716
5,001 to 10,000
189
13.938
1,493,313
1.174
10,001 to 100,000
447
32.965
18,337,264
14.416
100,001 and over
237
17.478
106,405,728
83.649
1,356
100.000
127,204,778
100.000
Holding less than a marketable parcel
829
61.873
5,000,139
3.930
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
Number held
issued
CELTIC CAPITAL PTE LTD INVESTMENT 1 A/C
3,581,688
2.816
CELTIC FINANCE CORP PTY LTD
3,073,457
2.416
TOTODE PTY LTD HINDMARSH INVESTMENT A/C
2,496,010
1.962
JHY INVESTMENTS PTY LTD
2,415,008
1.899
PROFESSIONAL PAYMENT SERVICES PTY LTD
2,253,333
1.771
ONE MANAGED INVESTMENT FUNDS LIMITED TI GROWTH A/C
2,148,941
1.689
BELL BAY INVESTMENTS PTY LTD CJ & DD MCCAVANA FAMILY A/C
1,951,692
1.534
TENDEKA HOLDINGS PTY LTD BULLER SUPER FUND A/C
1,920,810
1.510
TIMEVIEW ENTERPRISES PTY LTD / RIVERVIEW FLATS PTY LTD
3,750,000
2.948
SYRACUSE CAPITAL PTY LTD TENACITY A/C
1,791,864
1.409
LIND GLOBAL MACRO FUND LP
1,750,000
1.376
BLACKBURNE CAPITAL PTY LTD BLACKBURNE CAPITAL A/C
1,651,013
1.298
JAMBER INVESTMENTS PTY LIMITED THE AMBER SCHWARZ FAMILY A/C
1,617,274
1.271
MR GAVIN JEREMY DUNHILL
1,500,000
1.179
AUKERA CAPITAL PTY LTD AUKERA DISCRETIONARY A/C
1,442,511
1.134
CELTIC CAPITAL PTY LTD CELTIC CAPITAL NO 2 A/C
1,381,215
1.086
MAURER INVESTMENTS PTY LIMITED MAURER FAMILY A/C
1,339,796
1.053
SUNSET CAPITAL MANAGEMENT PTY LTD SUNSET SUPERFUND A/C / ORC PTY LTD
2,600,000
2.044
CITICORP NOMINEES PTY LIMITED
1,259,088
0.990
ZYWIEC INVESTMENTS PTY LTD
1,246,677
0.980
41,170,377
32.365
Unquoted equity securities
Number
Number
on issue
of holders
Performance rights issued to Directors
2,400,000
3
Performance rights issued to vendors
1,700,000
7
PVW Resources Limited
Shareholder information
30 June 2024
54
Substantial holders
There are no substantial holders in the Company.
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
Restricted securities
There are no restricted securities or securities subject to voluntary escrow.
Other disclosures
In accordance with ASX Listing Rule 4.10.19, the Company confirms that for the time between reinstatement to the official
list of the ASX and 30 June 2024, the entity has used its cash and assets in a form readily convertible to cash at the time
of admission in a way consistent with its business objectives.
PVW Resources Limited
Corporate governance statement
30 June 2024
55
CORPORATE GOVERNANCE STATEMENT
The Board is responsible for establishing the Company’s corporate governance framework.
This Corporate Governance Statement is current as of 10 September 2024 and has been approved by the Board of the Company
on that date.
In establishing its corporate governance framework, the Board has referred to the 4th edition of the ASX Corporate Governance
Councils’ Corporate Governance Principles and Recommendations (“Recommendations”).
The Corporate Governance Statement discloses the extent to which the Company follows the Recommendations. The Company
will follow each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its
corporate governance practices. Where the Company’s corporate governance practices will follow a recommendation, the Board
has made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not, why not”
reporting regime, where, after due consideration, the Company’s corporate governance practices will not follow a
recommendation, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative
practices the Company will adopt instead of those in the recommendation.
The Company’s governance-related documents can be found on its website at pvwresources.com.au under the section
marked "About Us" under the heading “Governance”.
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
YES
The Company has established the respective roles and
responsibilities of its Board and management, and those
matters expressly reserved to the Board and those
delegated to management, and has documented this in
its Board Charter.
The responsibilities of the Board include but are not
limited to:
(a) setting and reviewing strategic direction and planning;
(b) reviewing financial and operational performance;
(c) identifying
principal
risks
and
reviewing
risk
management strategies; and
(d) considering
and
reviewing
significant
capital
investments and material transactions.
In exercising its responsibilities, the Board recognises
that there are many stakeholders in the operations of
the Company, including employees, shareholders, co-
ventures, the government and the community.
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a director
or senior executive or putting someone forward for
election as a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to
elect or re-elect a director.
YES
The Board carefully considers the character, experience,
education and skillset, as well as interests and
associations of potential candidates for appointment to
the Board and conducts appropriate checks to verify the
suitability of the candidate, prior to their election. The
Company has appropriate procedures in place to ensure
that material information relevant to a decision to elect
or re-elect a director, is disclosed in the notice of
meeting provided to shareholders.
Recommendation 1.3
A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.
YES
The Company has a written agreement with each of the
Directors. The material terms of any employment,
service or consultancy agreement the Company, or any
of its child entities, has entered into with its Chief
Executive Officer, any of its directors, and any other
person or entity who is a related party of the Chief
Executive Officer or any of its directors will be disclosed
in accordance with ASX Listing Rule 3.16.4 (taking into
consideration the exclusions from disclosure outlined in
that rule).
PVW Resources Limited
Corporate governance statement
30 June 2024
56
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Recommendation 1.4
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do
with the proper functioning of the board.
YES
The Company Secretary is accountable to the Board for
facilitating the Company’s corporate governance processes
and the proper functioning of the Board. Each Director is
entitled to access the advice and services of the Company
Secretary.
In accordance with the Company’s Constitution, the
appointment or removal of the Company Secretary is a
matter for the Board as a whole. Details of the Company
Secretary’s experience and qualifications are set out in the
Annual Report.
Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in
the composition of its board, senior executives and
workforce generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) (the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable
objective for achieving gender diversity in the composition of
its board should be to have not less than 30% of its directors
of each gender within a specified period.
NO
(not followed
in full)
The Company is committed to creating a diverse
working environment and promoting a culture which
embraces diversity and has adopted a written policy.
Given the size of the Company and scale of its
operations, however, the Board is of the view that the
setting of measurable objectives for achieving gender
diversity is not required at this time. Further as the
Company has not established measureable objectives
for achieving gender diversity, the Company has not
reported on progress towards achieving them.
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
NO
Whilst the Company has a written policy, the Board
recognises that as a result of the Company’s size and
the stage of the entity’s life as a public listed technology
company, the assessment of the directors’ and
executives’ overall performance and its own succession
plan is conducted on an informal basis. Whilst this is at
variance with the ASX Recommendations, the Directors
consider that at the date of this report an appropriate
and adequate process for the evaluation of Directors is
in place.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating the
performance of its senior executives at least once every
reporting period; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
NO
Refer above.
Principle 2: Structure the board to add value
PVW Resources Limited
Corporate governance statement
30 June 2024
57
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Recommendation 2.1
The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, experience, independence
and knowledge of the entity to enable it to discharge its
duties and responsibilities effectively.
YES
The Full Board is responsible for performing the duties of
the Nomination Committee and this is undertaken as part
of the Board Meetings when required to address Board
succession issues and ensure it has the appropriate balance
of skills, experience, independence and knowledge.
The Board Adheres to the Nomination Committee Charter
as disclosed in the Corporate Governance Policies on the
Company’s website
Attendance is reported in the annual report.
Recommendation 2.2
A listed entity should have and disclose a board skill matrix
setting out the mix of skills and diversity that the board
currently has or is looking to achieve in its membership.
NO
(not followed
in full)
The details of the skill set of the current Board members
are set out in the description of each Director in the
Annual Report. The Board believes that the current skill
mix is appropriate given the Company’s size and the
stage of the entity’s life as a publicly listed technology
company.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 of the ASX
Corporate Governance Principles and Recommendation
(4th Edition), but the board is of the opinion that it does
not compromise the independence of the director, the
nature of the interest, position, association or relationship
in question and an explanation of why the board is of that
opinion; and
(c) the length of service of each director
YES
Mr David Wheeler has been an Independent Non-
Executive Director of the Company since prior the
reverse acquisition of PVW Resources NL.
Mr Colin McCavana has been appointed as an
Independent Non-Executive Director of the Company
since 1 February 2021.
Recommendation 2.4
A majority of the board of a listed entity should be independent
directors.
YES
The Board comprises three Directors of whom two are
considered to be an Independent Director. The Board
considers that all Directors bring an independent
judgement to bear on Board decisions and that the
Board’s expertise and experience adds considerable
value to the Company.
Recommendation 2.5
The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
YES
Mr George Bauk was an Executive Director of the
Company from his appointment on 1 February 2021 and
has transitioned to Non-Executive Chairman as at 1 May
2024 as a result of the subsequent employment of Mr
Alistair Stephens as CEO on 15 July 2024 . Mr Bauk is
considered to be the most appropriate person to Chair
the Board because of his knowledge and public company
experience.
PVW Resources Limited
Corporate governance statement
30 June 2024
58
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Recommendation 2.6
A listed entity should have a program for inducting new
directors and providing appropriate professional development
opportunities for continuing directors to develop and maintain
the skills and knowledge needed to perform their role as a
director effectively.
NO
The Board recognises that as a result of the Company’s
size and the stage of the entity’s life as a publicly listed
technology company and has changed direction to be an
exploration company in the materials sector, the Board
has not put in place a formal program for inducting new
directors. However, it does provide a package of
background
information
on
commencement
and
provides
ready
interaction
with
the
Company’s
personnel to gain a stronger understanding of the
business. Similarly, the Company does not at this stage
provide professional development opportunities for
Directors. More formal processes for both of these areas
will be considered in the future as the Company
develops.
Principle 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
YES
The Company has disclosed through its Code of Conduct
that it is committed to promoting good corporate
conduct and governance. Refer to the company website
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
YES
The Company is committed to promoting good corporate
conduct grounded by strong ethics and responsibility.
The Company has established a Code of Conduct
(Code), which addresses matters relevant to the
Company’s
legal
and
ethical
obligations
to
its
stakeholders. It may be amended from time to time by
the Board, and is disclosed on the Company’s website.
The
Code
applies
to
all
Directors,
employees,
contractors and officers of the Company.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
YES
The Company has disclosed its whistleblower policy on
its website.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
YES
The Company has disclosed these under its Corporate
Code of Conduct in its Corporate Governance Plan on its
website .
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its financial reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
YES
PVW Resources was not a Company required by ASX
Listing Rule 12.7 to have an Audit Committee although
it is included in the ASX Recommendations. The Board
has not established an audit committee at this point in
the Company’s development. It is considered that the
size of the Board along with the level of activity of the
Company renders this impractical and the full Board
considers in detail all of the matters for which the
directors are responsible. The Board has adopted an
Audit Committee Charter which describes the role,
composition, functions and responsibilities of the Audit
Committee and is disclosed on the Company’s website.
PVW Resources Limited
Corporate governance statement
30 June 2024
59
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Recommendation 4.2
The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of
risk management and internal control which is operating
effectively.
YES
In accordance with ASX Recommendation 4.2 the Chief
Executive Officer (or their equivalent) and Chief
Financial Officer (or their equivalent) are required to
provide assurances that the written declarations under
s295A of the Corporations Act (and for the purposes of
ASX Recommendation 4.2) are founded on a sound
framework of risk management and internal control and
that the framework is operating effectively in all material
respects in relation to financial reporting risks. Both the
Chief Executive Officer and Chief Financial Officer
provide such assurances at the time the s295A
declarations are provided to the Board.
Recommendation 4.3
A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that
is not audited or reviewed by an external auditor.
YES
The Company’s external audit function is performed by Hall
Chadwick WA Audit WA Pty Ltd (“Hall Chadwick”).
Representatives of Hall Chadwick will attend the Annual
General Meeting and be available to answer shareholder
questions regarding the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1..
YES
The Company operates under the continuous disclosure
requirements of the ASX Listing Rules and has adopted
a policy, which is disclosed on the Company’s website.
The Continuous Disclosure Policy sets out policies and
procedures for the Company’s compliance with its
continuous disclosure obligations under the ASX Listing
Rules, and addresses financial markets communication,
media contact and continuous disclosure issues. It forms
part of the Company’s corporate policies and procedures
and is available to all staff.
The Company Secretary manages the policy. The policy
will develop over time as best practice and regulations
change and the Company Secretary will be responsible
for communicating any amendments.
Recommendation 5.2
A listed entity should ensure that its board receives copies of
all material market announcements promptly after they have
been made.
YES
The Company Secretary provides confirmation to every
director once an announcement has been lodged on the
ASX Platform
Recommendation 5.3
A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
YES
Company presentation is released on ASX Market
Announcements Platform and our website.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
YES
The Company keeps investors informed of its corporate
governance, financial performance and prospects via its
website – pvwresources.com.au. Investors can access
copies of all announcements to the ASX, notices of
meetings, annual reports and financial statement, and
investor presentations via the ‘Investors’ section and
can access general information regarding the Company
on our website.
PVW Resources Limited
Corporate governance statement
30 June 2024
60
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Recommendation 6.2
A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
YES
The Board aims to ensure that shareholders are informed
of all major developments affecting the Company’s state
of
affairs.
In
accordance
with
the
ASX
Recommendations, information is
communicated to
shareholders as follows:
the annual financial report which includes relevant
information about the operations of the Company
during the year, changes in the state of affairs of the
entity and details of future developments, in addition
to the other disclosures required by the Corporations
Act 2001;
the half yearly financial report lodged with the ASX
and ASIC and sent to all shareholders who request
it;
notifications relating to any proposed major changes
in the Company which may
impact on share
ownership rights that are submitted to a vote of
shareholders;
notices of all meetings of shareholders;
publicly released documents including full text of
notices of meetings and explanatory material made
available
on
the
Company’s
website
at
pvwresouces.com.au; and
disclosure of the Corporate Governance practices and
communications strategy on the entity’s website.
While
the
Company
aims
to
provide
sufficient
information to Shareholders about the Company and its
activities, it understands that Shareholders may have
specific questions and require additional information. To
ensure that Shareholders can obtain all relevant
information to assist them in exercising their rights as
Shareholders, the Company has made available a
telephone number and relevant contact for Shareholders
to make their enquiries.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
YES
The Board encourages full participation of shareholders at
the Annual General Meeting to ensure a high level of
accountability and identification with the Company’s
strategy and goals. Important issues are presented to the
shareholders as single resolutions. The external auditor of
the Company is also invited to the Annual General Meeting
of shareholders and is available to answer any questions
concerning the conduct, preparation and content of the
auditor’s report. Pursuant to section 249K of the
Corporations Act 2001 the external auditor is provided with
a
copy
of
the
notice
of
meeting
and
related
communications received by shareholders.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at
a meeting of security holders are decided by a poll rather than
by a show of hands.
YES
The Company has adopted this recommendation in
accordance with ASIC guidelines.
Recommendation 6.5
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
YES
The Company provides its investors the option to receive
communications from and send communications to, the
Company and the share registry electronically.
PVW Resources Limited
Corporate governance statement
30 June 2024
61
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1)
has at least three members, a majority of
whom are independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the process it
employs for overseeing the entity’s risk management
framework.
YES
Due to the size of the Board, the Company does not
have a separate Risk Committee. The Board is
responsible for the oversight of the Company’s risk
management and control framework. The Board has
adopted a Risk Management Policy, which is disclosed
on the Company’s website.
Recommendation 7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place
YES
The Board recognises that there are inherent risks
associated with the Company’s operations including
commercial, technological legal and other operational
risks. The Board endeavours to mitigate such risks by
continually reviewing the activities of the Company in
order to identify key business and operational risks and
ensuring that they are appropriately assessed and
managed. No formal report in relation to the Company’s
management of its material business risks is presented
to the Board. The Board reviews the risk profile of the
Company and monitors risk informally throughout the
year.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes..
YES
The Company does not have an internal audit function.
This is the case due to the size of the Company and the
stage of life of the entity. To evaluate and continually
improve the effectiveness of the Company’s risk
management and internal control processes, the Board
relies on ongoing reporting and discussion of the
management of material business risks as outlined in
the Company’s Risk Management Policy.
Recommendation 7.4
A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how
it manages or intends to manage those risks.
YES
As already outlined above in relation to various ASX
Recommendations, the Company constantly monitors
and reviews the key risks that affect the Company and
the management of those risks. The risks which the
Company has identified that it has a material exposure
to are its ability to raise funds within an acceptable time
frame and on terms acceptable to it (“Capital Risk”); and
that its existing projects, or any other projects that it
may acquire in the future, will be able to be economically
exploited (“Economic Risk”). The manner in which the
Company manages those risks, in the case of Capital
Risk, to monitor the market and investment appetite
and to raise further required capital in a timely manner
such that the Company’s operations are adequately
funded; in the case of Economic Risk, to adopt a
diversified portfolio approach and to also adopt a
focused approach, seeking to lay off risk where possible.
PVW Resources Limited
Corporate governance statement
30 June 2024
62
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
YES
The charter of the Committee is disclosed in the
Corporate Governance Policies on the Company’s
website.
Due to the size of the Board, the full board perform the
duties of the Committee.
Attendance is reported in the annual report.
Recommendation 8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and
other senior executives.
YES
Details of the Company’s policies on remuneration are
set out in the Company’s “Remuneration Report” in each
Annual Report published by the Company. This
disclosure will include a summary of the Company’s
policies regarding the deferral of performance-based
remuneration and the reduction, cancellation
or
clawback of the performance-based remuneration in the
event of serious misconduct or a material misstatement
in the Company’s financial statements.
Recommendation 8.3
A listed entity which has an equity-based remuneration
scheme should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
N/A
The Company’s Security Trading Policy includes a
statement prohibiting directors, officers and employees
from dealing at any time in financial products such as
warrants, futures or other financial products issued over
THD markets, but does not specifically prohibit entering
into transactions (whether through the use of derivatives
or otherwise) which limit the economic risk of their
security holding in the Company or of participating in
unvested
entitlements
under
any
equity
based
remuneration schemes.
Security Trading Policy
In accordance with ASX Listing Rule 12.9, the
Company has adopted a trading policy which sets out
the following information:
a) closed periods in which directors, employees and
contractors of the Company must not deal in the
Company’s securities;
b) trading in the Company’s securities which is not
subject to the Company’s trading policy; and
c) the procedures for obtaining written clearance for
trading in exceptional circumstances.
The Company’s Security Trading Policy is available on the
Company’s website.
PVW Resources Limited
Mining interest
30 June 2024
63
PVW TANAMI PTY LTD TENEMENT SCHEDULE
(a wholly owned subsidiary of PVW RESOURCES LTD)
TENEMENT INFORMATION AS REQUIRED BY LISTING RULE 5.3.3
TANAMI PROJECT and TOMKINSON PROJECT (NT)
220 kms southeast of Halls Creek and 150km north of Tennant Creek NT.
Tenement
ID
Ownership
Change
at end of Year
During Year
Tanami Project – WA
E80/4029
100% PVW Tanami PL
E80/4197
100% PVW Tanami PL
E80/4558
0% PVW Tanami PL
Surrendered 09/05/2024
E80/4869
100% PVW Tanami PL
E80/4919
100% PVW Tanami PL
E80/4920
100% PVW Tanami PL
E80/4921
100% PVW Tanami PL
E80/5187
100% PVW Tanami PL
E80/5188
100% PVW Tanami PL
E80/5189
100% PVW Tanami PL
E80/5190
100% PVW Tanami PL
E80/5249
100% PVW Tanami PL
E80/5694
100% PVW Tanami PL
E80/5695
100% PVW Tanami PL
E80/5696
100% PVW Tanami PL
E80/5697
100% PVW Tanami PL
Tomkinson Project – NT
EL33443
100% PVW Tanami PL
EL33444
100% PVW Tanami PL
PVW Resources Limited
Mining interest
30 June 2024
64
PVW KALGOORLIE PTY LTD / STARK RESOURCES PTY LTD TENEMENT SCHEDULE
(a wholly owned subsidiary of PVW RESOURCES LTD)
TENEMENT INFORMATION AS REQUIRED BY LISTING RULE 5.3.3
KALGOORLIE PROJECT
30 kms north of Kalgoorlie
Tenement
ID
Ownership
Change
at end of Year
During Year
E24/214
100% PVW Kalgoorlie PL
E27/571
100% PVW Kalgoorlie PL
E27/614
100% PVW Kalgoorlie PL
P24/5397
100% PVW Kalgoorlie PL
P24/5398
100% PVW Kalgoorlie PL
P24/5399
100% PVW Kalgoorlie PL
P24/5302
100% Stark Resources PL
P24/5303
100% Stark Resources PL
P24/5304
100% Stark Resources PL
P24/5305
100% Stark Resources PL
P24/5306
100% Stark Resources PL
P24/5307
100% Stark Resources PL
P24/5308
100% Stark Resources PL
P24/5309
100% Stark Resources PL
P24/5310
100% Stark Resources PL
P24/5311
100% Stark Resources PL
P24/5312
100% Stark Resources PL
P24/5313
100% Stark Resources PL
P24/5314
100% Stark Resources PL
P24/5266
100% PVW Kalgoorlie PL
P24/5267
100% PVW Kalgoorlie PL
P24/5268
100% PVW Kalgoorlie PL
P24/5269
100% PVW Kalgoorlie PL
P24/5270
100% PVW Kalgoorlie PL
P24/5271
100% PVW Kalgoorlie PL
PVW Resources Limited
Mining interest
30 June 2024
65
PVW LEONORA PTY LTD TENEMENT SCHEDULE
(a wholly owned subsidiary of PVW RESOURCES LTD)
TENEMENT INFORMATION AS REQUIRED BY LISTING RULE 5.3.3
LEONORA PROJECT
60 kms north of Leonora
Tenement
ID
Ownership
Change
at end of Year
During Year
E37/1254
100% PVW Leonora PL
E37/1394
100% PVW Leonora PL
E37/909
100% PVW Leonora PL
M37/135
100% PVW Leonora PL
P37/9312
100% PVW Leonora PL
RARE METALS GROUP PTY LTD AND TIGER METALS PTY LTD TENEMENT SCHEDULE
(wholly owned subsidiaries of PVW RESOURCES LTD)
TENEMENT INFORMATION AS REQUIRED BY LISTING RULE 5.3.3
GASCOYNE PROJECT
380 kms east of Carnarvon
Tenement
ID
Ownership
Change
at end of Year
During Year
E52/4066
100% Rare Metals Group PL
E09/2693
100% Rare Metals Group PL
E09/2694
100% Rare Metals Group PL
E09/2752
100% Tiger Metals PL
Application
E09/2753
100% Tiger Metals PL
Application
PVW Resources Limited
Annual mineral resource statement
30 June 2024
66
ANNUAL MINERAL RESOURCE STATEMENT
In accordance with ASX Listing Rule 5.21, the Company reviews and reports its Mineral Resources at least annually.
The date of reporting is 30 June each year, to coincide with the Company’s end of financial year balance date. If
there are any material changes to its Mineral Resources over the course of the year, the Company is required to
promptly report these changes.
LEONARA
Given the positive results and the compilation of PVW Resource NL’s maiden JORC 2012 compliant Resource at the
Jungle Well Project, the complete Mineral Resource Estimate summary, and supporting information, including the
JORC Table 1, sections 1-3 are located on the PVW Resources Ltd website and are provided in the Company’s ASX
announcement dated 15 Feb 2021 titled “Prospectus” Appendix A - Independent Geologists Report, 2.4 Mineral
Resource Estimation – Jungle Well Deposit.
Jungle Well Deposit
November Inferred Mineral Resource Estimate (0.5g/t Au Cut-off)
Type
Tonnes (kt)
Au (g/t)
Au Ounces (oz)
LG Stockpile
7
1.3
300
Oxide
210
1.0
6,800
Transitional
309
1.1
10,600
Fresh
208
1.4
9,200
Total
735
1.1
26,800
MATERIAL CHANGES AND RESOURCE STATEMENT COMPARISON
The Company is not aware of any new information or data that materially affects the information as previously
released and all material assumptions and technical parameters underpinning the estimates continue to apply and
have not materially changed.
COMPETENT PERSON’S STATEMENT
The Mineral Resource has been compiled under the supervision of Mr. Shaun Searle who is a director of Ashmore
Advisory Pty Ltd and a Registered Member of the Australian Institute of Geoscientists. Mr. Searle has sufficient
experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity
that he has undertaken to qualify as a Competent Person as defined in the JORC Code.
All Mineral Resources figures reported in the table above represent estimates at November 2019. Mineral Resource
estimates are not precise calculations, being dependent on the interpretation of limited information on the location,
shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table
have been rounded to reflect the relative uncertainty of the estimate. Rounding may cause some computational
discrepancies.
Mineral Resources are reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves (The Joint Ore Reserves Committee Code – JORC 2012 Edition).
Governance Arrangements and Internal Controls
PVW Resources Limited has ensured that the Mineral Resources quoted are subject to good governance arrangements
and internal controls. The Mineral Resources reported have been generated by an independent external consultant
who is experienced in best practices in modelling and estimation methods. The consultant has also undertaken
reviews of the quality and suitability of the underlying information used to determine the resource estimate. In
addition, PVW Resources Limited’s management carry out regular reviews and audits of internal processes and
external contractors that have been engaged by the Company or its joint venture partners.