2 0 2 2
ANNUAL REPORT
ACN 617 789 732
CORPORATE INFORMATION
Directors
Craig Farrow
NON-EXECUTIVE CHAIR
Steven Groves
MANAGING DIRECTOR
Duncan Chessel
NON-EXECUTIVE DIRECTOR
Mark Holcombe
NON-EXECUTIVE DIRECTOR
Paul Kitto
TECHNICAL DIRECTOR
CFO/Company Secretary
Jaroslaw (Jarek) Kopias
Registered & Principal Office
Level 4
29-31 King William Street
ADELAIDE SA 5000
Auditors
Grant Thornton Audit Pty Ltd
Level 3
170 Frome Road
ADELAIDE SA 5000
Solicitors
Piper Alderman Lawyers
Level 16
70 Franklin Street
ADELAIDE SA 5000
Home Stock Exchange
Australian Securities Exchange
20 Bridge Street,
SYDNEY NSW 2000
ASX Codes
RML – fully paid ordinary shares
Telephone +61 (0) 414 804 055
RMLO – quoted options exercise
Postal Address
Level 4
29-31 King William Street
ADELAIDE SA 5000
price $0.15 and expiry 31 July 2025
RMLOB – quoted options exercise
price $0.12 and expiry 30 September 2023
Share Registry
Automic
GPO Box 5193
SYDNEY NSW 2001
2
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT CONTENTS
Corporate Information
Chair’s Letter
Operation Highlights 2021–2022
Review of Operations
Mineral Resource Statement
Tenement Schedule
Project Ownership Structure
Directors’ Report
Auditor’s Independence Declaration
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Audit Report
ASX Additional Information
2
4
5
6
14
15
16
17
28
29
30
31
32
33
51
52
56
Resolution Minerals Ltd ACN 617 789 732
This Annual Report covers Resolution Minerals Ltd (“Resolution Minerals”,
“Resolution”, “RML” or the “Company”). The financial report is presented
in the Australian currency.
The Company is a company limited by shares, incorporated and domiciled
in Australia. Its registered office and principal place of business is:
Resolution Minerals Ltd
Level 4
29-31 King William Street
ADELAIDE SA 5000
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
3
CHAIR’S LETTER
I am pleased to report to shareholders that Resolution Minerals
At the 64North Gold Project in Alaska, which surrounds Northern
(RML) has once again embraced its “boots on the ground”
Star’s world-class high-grade operating Pogo Gold Mine, we
exploration strategy. At all four of our projects across Australia
have continued to build a pipeline of high quality targets. Over
and the USA, our team has been actively conducting multiple
the past 12 months we completed two major drill programs at
drilling campaigns, regional fieldwork, geophysics and
the East Pogo Prospect and Tourmaline Ridge Prospect. These
trenching programs.
During the past year, RML has increased its focus on our
Northern Territory Battery Metals projects, particularly
Wollogorang and Benmara. In a significant step, RML
programs have confirmed our geological models for the project
and at the time of writing we are eagerly awaiting the final assay
results from Tourmaline Ridge so that we can define the next
steps for the project.
executed two joint venture agreements with copper producer,
On the corporate side, the continuing strong commodity prices,
OZ Minerals. These agreements will give RML access of up to
as well as the interest in battery metals have seen well supported
$9m in exploration funding over the next 5 years. They will also
capital raises. The new interest and support that has come from
significantly de-risk the company in the increasingly turbulent
US-based investors, along with the appointment of US-based
financial markets and provide shareholders exposure to the
Mark Holcombe to the board has the potential to give RML a host
growing suite of battery metals that will underpin the world’s
of new funding and investment opportunities. When combined
transition to renewable energy. We are excited to see the results
with the OZ Minerals agreements, this puts the company in
of this new collaboration with the first drilling program, that has
a strong financial position to continue our commitment to
technical input from the OZ Minerals team, about to commence
exploration and provide investors with consistent news flow.
at the Wollogorang Project.
Resolution also significantly expanded its hunt for the next
Finally, we welcome new Managing Director, Steven Groves, to
the board and look forward to his leadership of the Company.
big battery metals deposit by acquiring more ground at the
On behalf of the RML team, I want to thank you for your support
Benmara project and the early-stage Carrara Range project.
and I look forward to continuing to hunt for the next big precious
These projects give RML a commanding ground position in the
and battery metals deposit over the next year.
emerging South Nicholson Basin.
Craig Farrow
Chair
Resolution Minerals
4
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT OPERATIONS HIGHLIGHTS 2021–2022
JULY 2021
64NORTH
1,663m drilling program completed at East Pogo Gold Prospect
WOLLOGORANG
VTEM survey identified multiple conductors
AUGUST 2021
CORPORATE
Significant $5m JV with OZ Minerals for Wollogorang Project
SEPTEMBER 2021
BENMARA
Copper drill targets identified by VTEM survey
64NORTH
800m trenching program commenced at Tourmaline Ridge Prospect
CAPITAL RAISE
Successful Placement for $1.7m
BENMARA
2,500m drilling program commenced
CORPORATE
New tenements acquired at Benmara Project
OCTOBER 2021
BENMARA
2,892m drilling program completed
CORPORATE
OZ Minerals completed due diligence on Wollogorang Project
64NORTH
800m trenching program completed at Tourmaline Ridge
CAPITAL RAISE
Successful Share Purchase Plan for $1.74m
NOVEMBER 2021
CORPORATE
Acquisition of 100% of Benmara Project
DECEMBER 2021
BENMARA
Proof of concept drilling successful
JANUARY 2022
CORPORATE
42% interest earned at 64North Project
FEBUARY 2022
CORPORATE
Carrara Range Battery Metal Project acquired
64NORTH
Trenching program identified Pogo-style drill targets
64NORTH
Positive technical study completed at Divide Block
MARCH 2022
CORPORATE
Appointment of Dr Paul Kitto as Non-Executive Technical Director
MAY 2022
CORPORATE
Significant $4m JV with OZ Minerals for Benmara Project
CORPORATE
Appointment of Steven Groves as new Managing Director
CAPITAL RAISE
Successful Placement for $1.86m
JUNE 2022
64NORTH
Drilling commenced on high priority drill targets at Tourmaline Ridge
JULY 2022
CAPITAL RAISE
Successful Entitlement Offer for $0.82m
AUGUST 2022
64NORTH
Drilling completed on high priority drill targets at Tourmaline Ridge
SEPTEMBER 2022
CORPORATE
OZ Minerals completed due diligence on Benmara Project
CAPITAL RAISE
Successful strategic Placement for $0.6m to US-based investors
CORPORATE
Appointment of Mark Holcombe as Non-Executive Director
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
5
REVIEW OF OPERATIONS
Figure 1 Resolution’s projects September 2022.
OVERVIEW
2021/22 has been another very active
Wollogorang and Benmara battery metals
year for Resolution Minerals. The
Company has progressed exploration
on three projects in two countries and
added further to its battery metals
portfolio. Transactions were completed
to acquire the battery metals Carrara
projects. Resolution will operate the
projects with technical collaboration from
the OZ Minerals team. This is a major
milestone for Resolution and confirms the
Company’s battery metals targeting and
project acquisition strategy in Northern
Range Project in the Northern Territory
Australia.
At the time of writing the Resolution
team are preparing for a major drilling
campaign at Wollogorang and are
awaiting the majority of results from the
recent diamond drilling program on the
Tourmaline Ridge Prospect in Alaska.
which complements the Company’s
large portfolio in the highly prospective
McArthur and South Nicholson Basins.
Work including drilling, geophysical
surveys and exploration mapping and
sampling were all completed at 64North
in Alaska and at Benmara and the Carrara
Range in the Northern Territory.
Two significant JV agreements were
reached with mid-tier copper producer
OZ Minerals, to sole fund up to ~$9m (in
stages) to earn a 51% interest in both the
6
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT REVIEW OF OPERATIONS, continued
64NORTH GOLD PROJECT, ALASKA USA
The 64North Project lies in the highly
Ridge prospect which lies approximately
prospective Tintina Gold Province, which
6km west of the Pogo Gold Mine and
hosts over 100Moz of gold across a
Goodpaster deposit. The Company also
2,000km east-west arc from the Yukon
continued to assess the strong pipeline
to the west coast of Alaska. The 64North
Project includes a coveted 357km2 land
package, which is prospective for Pogo-
of regional prospects at the East Pogo
and Divide blocks, by acquiring further
geophysical data sets, reverse circulation
style and Fort Knox style gold as well
drilling and undertaking regional
as copper-gold porphyry deposits. The
reconnaissance-mapping and sampling
project surrounds Northern Star’s Pogo
across these remote prospects.
Gold Mine (Figure 2), a world-class high-
grade mine which has a total endowment
of over 12 million ounces of gold.
During 2021/22 Resolution targeted
Pogo-style gold veins with mapping,
sampling, geophysical surveys, trenching
and diamond drilling at the Tourmaline
In early September 2021, Resolution
reduced tenements to focus on 20 best
prospects and reduce carrying costs.
Ownership
On 17 October 2019, Resolution entered
into a binding term sheet with Millrock
Resources Inc (Millrock TSXV: MRO) to
acquire, via joint venture earn-in, up to
80% in the 64North Project in Alaska.
Millrock is an Alaskan based project
generator company listed on the TSX-V
as MRO. On 9 February 2021, Resolution
and Millrock revised the terms of the
exploration and earn-in agreement for the
64North Project (ASX 9/2/2021).
Resolution exceeded the year 2 earn-in
exploration expenditure to earn a 42%
interest ahead of the 31 January 2022
anniversary date. Overspend from 2021
carries towards year 3 requirements, when
Resolution can elect to earn a 51% interest
by 31 Jan 2023 as set out in Table 1.
Figure 2 Deposit sizes stated as Endowment (Resources & Reserves + Historic Production*) * sourced from Company websites.
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
7
REVIEW OF OPERATIONS, continued
64NORTH GOLD PROJECT, ALASKA USA, continued
Figure 3 The 64North Project prospects map, 26 September 2021; RML claims in blue,
others in pink, yellow polygons are surface projections of the Pogo Gold Mine Deposits.
Table 1 Sole Funding Earn-in period to earn a 60% interest in the entire
64North Project
STAGE
RML US$ SPEND REQUIRED
RML AS OPERATOR
% EARN IN RML
RML SHARES TO
MILLROCK
STAGE COMPLETION FEE
US$
Year 3
Year 4
Totals
$1.15m
$2.35m
$3.50m
51%
60%
60%
10m
10m
20m
$100,000
$100,000
$200,000
Current Terms of the Exploration,
Earn-in & Joint Venture agreement to
earn up to 60% on the entire project
and an 80% interest on a single “best
block” include:
RML Current Interest in the
64North Project
42%
Carry forward Year 2
overspend to Year 3
US$1.2m
The carry forward Year 2 overspend
of US$1.2m is taken up in the above
calculations in Year 3. At RML’s election
a JV can be formed at the completion
of any stage. Management is to be by
committee with voting according to
% interest earned, with the party with the
largest interest holding the right to be
Manager/Operator.
Resolution can earn up to 60% of the
project by sole funding exploration and
making the share and cash payments
set out in Table 1. Resolution may elect
to form a joint venture at the completion
of any stage and co-funding conditions
will commence. Non-contributing parties
will be diluted according to an industry
standard formula (using a two times
dilution rate). If any party is diluted to less
than a 10% equity ownership interest,
their interest will revert to a 1.0% Net
Smelter Return (NSR) royalty.
8
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT Tintinta Province Map (Alaska) (figure 2)
Source of data: Kensington (Coeur Mining,
www.coeur.com); Pebble (Northern Dynasty,
www.northerndynastyminerals.com),
Pogo (Northern Star Resources,
www.nsrltd.com); Fort Knox (Kinross,
www.kinross.com); Donlin Creek (NovaGold,
www.novagold.com); Livengood (International
Tower Hill Mines, www.ithmines.com);
Eagle & Dublin Gulch (Victoria Gold Corp,
www.vgcx.com); Brewery Creek (Golden
Predator, www.goldenpredator.com);
White Gold (White Gold Corp,
whitegoldcorp.ca); Coffee (Newmont,
www.newmont.com) and Sharman et al,
2020 – Canadian Institute of Mining,
Metallurgy and Petroleum; Casino (published
Company 43-101 Report 2 August 2021
www.westerncopperandgold.com)
REVIEW OF OPERATIONS, continued
64NORTH GOLD PROJECT, ALASKA USA, continued
Field activities July 2021
until 31 December 2021
1 Trenching program completed at the
Tourmaline Ridge Prospect
2 Twelve (12) RC drill holes totalling
1,663m were completed at the East
Pogo Prospect. The holes were
designed to test gold targets to a
a dilational northwest plunging
Pogo-style shear. The project is
considered to have strong potential
to host significant Pogo-style gold
mineralisation.
2 ELF-EM geophysics survey completed
at Tourmaline Ridge to help refine drill
hole design
depth of between 50m to 190m and
3 Project wide review of drill target
consequently intersected intensely
rankings highlighted the potential of
altered basement gneisses cross-cut
Tourmaline Ridge with subsequent
by up to 4.6m thick intersections of
high priority drill targets defined.
abundant quartz-sulphide veining.
Diamond drill testing of these
Seven quartz veins in five of the
targets via a five (5) hole program
12 holes were intersected but did not
commenced towards the end of June
contain significant gold assay values
and was completed in August.
(ASX Announcement 21/8/2021).
The increasingly strong pathfinder
geochemistry detected towards the
end of hole 21EP008 has provided
compelling vectors for highly
prospective gold zones beneath
these drillholes.
Field activities January 2022
until September 2022
1 Trenching program results from the
Tourmaline Ridge Prospect identified
compelling drill targets:
Trench 1 (21TR001): maximum
4.8g/t Au; with three samples
exceeding 1g/t Au
4
Initial gold assay results from
selected intervals from Hole 1 and 3
from the Tourmaline Ridge drilling
were received in September and
showed low-level gold elevation (ASX
Announcement 6/09/2022). The
results represent only 16% of material
sampled from the drill program.
5 Resolution completed a detailed
technical study of the Cu-Au-Mo
porphyry and gold potential of the
Divide Block, 64North Project, Alaska
(ASX Announcement 25/02/2022).
The study concluded that the Elaine
Porphyry Prospect was large in
scale and located within the same
Trench 2 (21TR002): maximum
porphyritic belt that hosts large scale
2.9g/t Au; with five samples exceeding
Cu-Au-Mo porphyry deposits such as
1g/t Au
Gold assay results from Tourmaline
Ridge confirmed Resolution’s 3D
geological model for the surface
expression of antithetic hanging wall
veins, believed to sit directly above
Casino (4.9Mt Cu, 21Moz Au) in the
Yukon, Canada. The Elaine Prospect
shows affinities with the giant Pebble
Deposit in SE-Alaska (37Mt Cu,
39Moz Au) based on an equivalent
age and whole rock fertility signature.
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
9
REVIEW OF OPERATIONS, continued
BATTERY METAL PROJECTS, NORTHERN TERRITORY, AUSTRALIA
Resolution’s battery metals portfolio
covers 8,915km2 in the Northern
Territory and encompasses some of
Australia’s most prospective, under-
explored terrain for battery and base
metals. The projects are located in the
McArthur basin (Wollogorang) and the
geologically equivalent South Nicholson
Basin (Benmara, Carrara Range), which
has recently been identified as having age
and geological equivalent sedimentary
host rocks to those that host giant base
metal deposits in the area. The region
plays host to a number of significant base
metal deposits including the McArthur
River Mine, Walford Creek Deposit and
the Century Mine.
Ownership
Resolution has de-risked two of its
projects in the NT by entering into
earn-in and joint venture arrangements
whereby mid-tier producer focused on
modern minerals, OZ Minerals Limited
(ASX: OZL), via the wholly owned
subsidiary OZ Exploration Pty Limited, has
agreed to sole fund up to ~$9m to earn
a 51% interest across both Wollogorang
and Benmara. OZL can earn a 51%
interest in Wollogorang by spending
$4.9m over five (5) years and 51% in
Benmara by spending $4m over five (5)
years. At both projects, RML may retain
49% interest by electing to participate
upon OZL earning a 51% interest. If
RML elects not to participate, OZL has
the option to earn a 75% interest, by
sole-funding and delivering a Positive
Final Investment Decision to Mine. At a
minimum spend of $1m/year, OZL has a
further 5 years to complete their earn-in.
10
Figure 4 Location map of Resolution Minerals Wollogorang and Benmara Projects,
Northern Territory.
PROJECT
CURRENT
INTEREST
DETAILS
Benmara
100% Subject to Farm-in Agreement with OZ Minerals (ASX: OZL)
• OZL can earn a 51% interest by spending ~$4m over 5 years
• RML may retain 49% interest by electing to participate from
year 6
•
If RML elects not to participate, OZL has the option to earn a
75% interest, by sole-funding and delivering a Positive Final
Investment Decision to Mine (at a minimum spend of $1m/
year OZL has a further 5 years to complete)
Wollogorang 100% IPO Asset 2017, 12.9m Resource (JORC 2012) Milestone
Performance Shares expire 6/9/22
Subject to Farm-in Agreement with OZ Minerals (ASX: OZL)
• OZL can earn a 51% interest by spending ~$4.9m over 5 years
• RML may retain 49% interest by electing to participate from
year 6
•
If RML elects not to participate, OZL has the option to earn a
75% interest, by sole-funding and delivering a Positive Final
Investment Decision to Mine (at a minimum spend of $1m/
year OZL has a further 5 years to complete)
Carrara
Range
100% Early Stage new acquisition, undergoing full review. Highly
prospective for manganese from surface, battery metals and
iron ore.
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT REVIEW OF OPERATIONS, continued
BATTERY METAL PROJECTS, NORTHERN TERRITORY, AUSTRALIA, continued
WOLLOGORANG
The underexplored Wollogorang Project
encompasses 3,825km2 and is located
in the highly prospective McArthur Basin
In collaboration with the OZ Minerals
The Benmara Project is 120km south of
BENMARA PROJECT
Cu-Ag-Pb-Zn-Co and U
team, Resolution geologists have
designed a ~6,500m drill program to be
Resolution’s Wollogorang Project and
covers a ground position of 3,840km2 in
the South Nicholson Basin, which is one
which is known to contain sedimentary
undertaken during Q4 2022. Resolution’s
hosted battery metals such as copper,
targeting approach is to use modern
of the most under-explored sedimentary
cobalt and hard rock uranium. Other
geophysics to identify large-scale
basins in Australia. The Project covers
explorers active in the area include
sediment-hosted stratiform copper
~60km of the prospective regional-scale
Teck, BHP, Rio Tinto, NT Minerals and
mineralisation within the two McArthur
Fish River Fault at the northern margin
South 32. The project is positioned on
Basin Formations (Wollogorang Formation
of the South Nicholson Basin, where the
Geoscience Australia’s newly identified
& Gold Creek Volcanics Formation) that
sediments onlap onto the Murphy Inlier.
base metal corridor – on which 90% of
occur at Wollogorang. Both formations
This is an ideal location for mineralised
world’s largest sediment hosted base
contain reductive units, which are
fluids to focus and precipitate metals in
metal deposits reside (Hoggard et al.,
prospective trap sites for sediment-hosted
reductive trap sites, as evidenced by the
2020) and contains proven mineralisation
stratiform copper mineralisation. The
formation of the Walford Creek Cu-Ag-
with the Stanton Cobalt Deposit: 942kt
drilling is scheduled to occur in October
Pb-Zn-Co Deposit held by Aeon Metals
@ 0.13% Co, 0.06% Ni, 0.12% Cu (RML
2022, once clearance certificates are
Limited (ASX: AML), located some 35km
announcement 9/4/18) and multiple
received from a recently completed
to the east, within host rocks of the same
other copper prospects in the tenement
heritage survey at the project.
age and similar structural setting.
package. A VTEM survey flown in 2021
identified 40 conductors highlighting the
sediment hosted copper potential of the
project. Thirty-seven of these conductors
are untested by historic drilling
Exploration by RML included an
airborne VTEM Max survey (ASX
Announcement 9/7/2021) that detected
strong conductive zones reminiscent of
reductant carbonaceous or pyritic shales,
an excellent trap site for copper or base
metal mineralisation. Follow-up RC drilling
in 2021 (ASX Announcement 3/12/2021)
intersected a 3km long, 1km wide, and
up to 194m thick package of highly
prospective pyritic shales and siltstone
rock units. These rocks are considered
Benmara Group, equivalent to host rocks
for world-class regional deposits, such
as the McArthur River (HYC Deposit),
Lady Loretta, Walford Creek and
Century Deposits. Assay results from
the drilling also revealed anomalous
Fe-Mn carbonate alteration and elevated
thallium (Tl) trace element within the
Figure 5 Tenement map showing 3,825 km2
of granted exploration tenements.
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REVIEW OF OPERATIONS, continued
BATTERY METAL PROJECTS, NORTHERN TERRITORY, AUSTRALIA, continued
Benmara Group that is increasing in
CARRARA RANGE
The Carrara Range Project is
tenor eastwards towards the Fish River
100%-owned by RML and considered
Fault. There is a similar characteristic
complementary to the nearby Benmara
alteration halo around the HYC, Lady
and Wollogorang Projects. The project
Loretta and Century deposits which is
covers 1,271km2 of terrain highly
a strong indicator of proximity to base-
prospective for sediment hosted battery
metal mineralisation.
Follow-up drill targets at Benmara have
been identified based on the coincidence
of geochemical vectors with prospective
structures, interpreted host units along
strike and positive VTEM results. Heritage
clearance of the proposed drill sites will
metals including Mn-Cu-Ag-Pb-Zn-
Co as well as iron-ore. The area is
underexplored and only recently (2020),
Geoscience Australia geologists identified
a promising high-grade manganese
mineral occurrence at surface within
RML’s tenure.
be undertaken in Q3 2022 in preparation
RML acquired the Carrara Range project
for drill testing in the 2023 field season.
from Cientifica Pty Ltd and now holds
a 100% unencumbered interest in the
tenements: EL32622, EL32620, EL32577,
EL32621, EL32619 and EL32578.
Figure 5 Benmara VTEM 2.5D Inversion (mS/m) 3D perspective looking northwest
(isometric). RTP1VD greyscale background.
12
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT REVIEW OF OPERATIONS, continued
BATTERY METAL PROJECTS, NORTHERN TERRITORY, AUSTRALIA, continued
Field activities July 2021
until 31 December 2021
WOLLOGORANG PROJECT
1 Resolution completed a ~2,000 line-
kilometre airborne VTEM geophysics
survey on the eastern half of the
project and identified 40 conductors,
37 untested by drilling. VTEM surveys
can detect sub-surface conductive
bodies to 400m depth such as
massive base metal sulphides directly
and other potential trap sites for
base metals indirectly.
2
In August the Company entered
into a Farm-in and JV agreement
with Australian copper producer
OZ Minerals. OZ Minerals
subsequently completed due
diligence on the Wollogorang Project
(ASX RML Announcement 25 October
2021) and committed to an extensive
drilling program in Q4 2022 after
significant new track work and
heritage surveys are completed
in Q3-Q4 2022.
BENMARA PROJECT
1 Results of a VTEM Max survey flown
in May 2021 revealed numerous
prospective conductive targets
(ASX Announcement 1/09/2021).
Field activities January 2022
until September 2022
BENMARA PROJECT
1 Significant $4m Farm in and JV
agreement with OZ Minerals in
2 Resolution has completed first
May 2022.
round drilling on potential large
scale battery metal targets (up to
4km strike length) on the Company’s
Benmara Project, Northern Territory
WOLLOGORANG PROJECT
1 Heritage survey of proposed drill sites
undertaken in August 2022.
(RML ASX announcement 14/10/21).
CARRARA RANGE PROJECT
1 New project acquired in South
Nicholson Basin – prospective for
battery metals, manganese and
iron ore.
2 Detailed project review and
reconnaissance field trip undertaken
at the Carrara Range and Benmara
prospects in July/August 2022.
Drill targets were derived from an
integration of Resolution’s VTEM
geophysics survey, new Geoscience
Australia (GA) research which
identified prospective rock type
previously mis-mapped and NTGS
SEEBASE 3D basement modelling.
A total of 2,892m was completed in
15 RC-type drill holes. The proof of
concept drilling was successful, with
results demonstrating:
¬ 3km long, 1km wide up to 194m
thick packages of prospective
shale unit.
¬ Analogous rock units and
geological setting to the world-
class McArthur River Mine.
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
13
MINERAL RESOURCE STATEMENT
30 June 2021 and 30 June 2022 (unchanged)
STANTON COBALT MINERAL RESOURCE,
NORTHERN TERRITORY
WEATHERING
Inferred
TONNAGE
(Tonnes)
COBALT
(ppm)
NICKEL
(ppm)
COPPER
(ppm)
Oxide
8,000
Transition
242,000
500
800
Indicated
Oxide
406,000
1,200
Transition
286,000
1,800
TOTAL
942,000
1,300
300
400
500
900
600
2,100
800
1,600
900
1,200
based on his information in the form in which it is appears and
confirms that the data reported as foreign estimates are an
accurate representation of the available data and studies of the
material mining project. The Company is not aware of any new
information or data that materially affects the information as
cross referenced in this report.
Additional details including JORC 2012 reporting tables,
where applicable can be found in the following relevant
announcements lodged with the ASX and the Company is not
aware of any new data or information that materially affects
the information included in the announcements listed in this
Annual Report and that all material assumptions and technical
parameters underpinning the resource estimate continue to
apply and have not materially changed.
The Stanton Project Mineral Resource Estimate at 30 June 2021
The information in this release that relates to the Estimation
has remained unchanged as at 30 June 2022. The information
and Reporting of Mineral Resources at 30 June 2021 and
related to the Stanton Project Mineral Resource Estimate at
30 June 2022 is based on, and fairly represents, information and
30 June 2021 and 30 June 2022 was detailed in the market
supporting documentation compiled by Dr Graeme McDonald.
announcement released as “Stanton Resource Upgrade
Dr McDonald acts as an independent consultant to Resolution
Increases Contained Cobalt” on 9 April 2018. Resolution
Minerals Ltd on the Stanton Deposit Mineral Resource
Minerals confirms that it is not aware of any new information
estimation. Dr McDonald is a member of the Australasian
or data that materially affects the information included in that
Institute of Mining and Metallurgy and has sufficient experience
announcement and that all material assumptions and technical
with the style of mineralisation, deposit type under consideration
parameters underpinning the estimates continue to apply and
and to the activities undertaken to qualify as a Competent
have not materially changed. Resolution Minerals relies on
Person as defined in the 2012 Edition of the “Australasian Code
drilling results from accredited laboratories in providing assay
for Reporting of Exploration Results, Mineral Resources and
results used to estimate Mineral Resources.
Ore Reserves” (The JORC Code). Dr McDonald consents to the
inclusion in this report of the contained technical information
relating to the Mineral Resource Estimation in the form and
context in which it appears.
The Company ensures that all Mineral Resource estimates are
subject to appropriate levels of governance and internal controls.
Exploration results are collected and managed by an independent
competent qualified geologist. All data collection activities are
The information in this report that relates to Exploration Results
conducted to industry standards based on a framework of quality
is based on information compiled by Mr Duncan Chessell
assurance and quality control protocols covering all aspects
who is a member of the Australasian Institute of Mining and
of sample collection, topographical and geophysical surveys,
Metallurgy. Mr Duncan Chessell was a full-time employee
of the Company and remains a director and has sufficient
drilling, sample preparation, physical and chemical analysis and
data and sample management. Mineral Resource estimates are
experience that is relevant to the style of mineralisation and
prepared by qualified independent Competent Persons. If there
type of deposit under consideration and to the activity being
is a material change in the estimate of a Mineral Resource, the
undertaken to qualify as a Competent Person as defined in the
estimate and supporting documentation in question is reviewed
2012 Edition of the ‘Australian Code for Reporting of Exploration
by a suitable qualified independent Competent Persons. The
Results, Mineral Resources and Ore Reserves’. Mr Duncan
Company reports its Mineral Resources on an annual basis in
Chessell consents to the inclusion in the report of the matters
accordance with JORC Code 2012.
14
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT TENEMENT SCHEDULE
At 30 June 2022
TENEMENT NAME*
TENEMENT NUMBER
STATUS
EQUITY
Australia, Northern Territory
WOLLOGORANG
Karns
Selby
Stanton / Running Creek
Calvert
Sandy Creek
Camel Creek
Madulgina Creek
BENMARA
Pandanus
Benmara
Murphy
Paradise Bore
Boxer
Murphy
CARRARA RANGE
Carrara
Carrara
Carrara
USA, Alaska
64NORTH
64North Project
EL30496
EL30590
EL31272
EL31546
EL31548
EL31549
EL31550
EL31287
EL32228
EL32229
EL32849
EL32850
EL32883
EL32577
EL32620
EL32622
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Resolution is earning into to a 60% interest the 64North Project
which is owned by Millrock Resources (TSXV:MRO) the details of
which were announced 17 October 2019 by the Company.
* Resolution holds other tenements under application subject to grant.
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
15
PROJECT OWNERSHIP STRUCTURES
64NORTH PROJECT
RML holds a 42% Interest and is
earning to a 60% interest from Vendor
Millrock Resources with a pathway to
earn up to 80% on a “best block” (see
RML announcement 31/1/22).
BENMARA PROJECT
100% interest with Farm-in Agreement
with OZL to earn-in (see RML
announcement 13/5/22).
WOLLOGORANG PROJECT
100% interest with Farm-in Agreement
with OZL to earn-in (see RML
announcement 24/8/21).
CARRARA RANGE
Project 100% interest as
at 31 June 2022 (see RML
announcement 4/2/2022)
16
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT DIRECTORS’ REPORT
The Directors of Resolution Minerals
as Chair of ASX listed Companies
Ltd have pleasure in submitting their
Bulletproof Group (ASX:BPF) and
report on the Group for the year ended
Murray River Organics (ASX:MRG) and
DUNCAN CHESSELL
BSc, GAICD, MAusIMM, MAIG
Non-Executive Director
30 June 2022.
DIRECTORS
The names and details of Directors in
office at any time during the reporting
period are:
CRAIG FARROW
FCA, LLB
Non-Executive Chair
(appointed 17 August 2020)
EXPERIENCE AND EXPERTISE
Mr Farrow brings to Resolution a strong
commercial background spanning
multiple industry sectors over a 30 plus
year career.
Mr Farrow was a founding director of
telecommunications business M2 Group,
multiple unlisted board roles as both a
Non-Executive Director and Chair.
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
None
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
None
INTEREST IN SHARES
(appointed 6 March 2017) (appointed as
Managing Director on 14 October 2019 and
resigned as Managing Director on 6 May 2022)
EXPERIENCE AND EXPERTISE
Mr Chessell is a geologist with over
20 years’ experience in business and
in oil, gas and mineral exploration. He
was Managing Director of Endeavour
Group from 2010 to 2016 making new
gold discoveries in the Gawler Craton,
conducting precious and base metals
2,554,286 Ordinary Shares held directly
and by an entity in which Mr Farrow has a
beneficial interest.
INTEREST IN OPTIONS AND RIGHTS
exploration in South Australia and project
generation in Papua New Guinea.
He is a Graduate of the Australian
Institute of Company Directors, Member
214,286 quoted options with exercise
of the Australian Institute of Mining &
price of $0.12 and expiry of 30 September
Metallurgy and Member of Australian
2023 (RMLOB).
Chair since 2006, was instrumental in the
500,000 unquoted unvested performance
merger between Vocus Communications
rights expiring on 31 December 2025.
and M2 Group Ltd in 2016 and continuing
as Deputy Chair of Vocus until February
2018 (ASX:VOC). He has also served
1,250,000 unquoted unvested
performance rights expiring on 11
November 2026.
Institute of Geoscientists. He was co-
founder and Chair of project generator
Coolabah Group, the project vendor of the
Wollogorang Project (Northern Territory)
on which Resolution Minerals undertook
its IPO in 2017 (as Northern Cobalt
Limited). He has held various board roles
including Non-Executive Director of The
Outdoor Education Group Ltd, the largest
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
17
DIRECTORS’ REPORT, continued
outdoor education provider across Australia.
He was the founding Chair of the Himalayan
ANDREW SHEARER
BSc (Geology), Hons (Geophysics), MBA
Development Foundation Australia Inc, a
not-for-profit entity delivering assistance to
the people of Nepal.
Mr Chessell also has a decade of
international business experience in
adventure tourism in New Zealand, Australia,
Papua New Guinea and the Himalaya. He
is also a triple Mt Everest summiteer and
leader of numerous adventures including
‘world firsts’ in Antarctica and has guided
the “Seven Summits” – the highest peak on
each continent.
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
None.
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
None.
Non-Executive Director
(appointed 6 March 2017, resigned
28 September 2022)
EXPERIENCE AND EXPERTISE
Mr Shearer holds a BSc degree in geology
with Honours in geophysics and an MBA.
He has been involved in the mining and
finance industries for more than 25 years.
Establishing his career in the resources
industry as a geologist and geophysicist,
in technical and senior management roles
with the South Australian Government,
Mount Isa Mines Limited, and Glengarry
Resources Limited. Andrew then moved
INTEREST IN SHARES
1,839,412 Ordinary Shares held directly
and by an entity in which Mr Shearer has
a beneficial interest.
INTEREST IN OPTIONS, RIGHTS
AND PERFORMANCE SHARES
42,270 quoted options with exercise price
of $0.12 and expiry of 30 September 2023
(RMLOB).
800,000 class A performance shares
subject to exploration based performance
hurdles expiring on 6 September 2022.
325,000 class B performance shares
subject to exploration based performance
hurdles expiring on 6 September 2022.
to the corporate and finance sectors in
500,000 unquoted unvested performance
Resource Analyst roles with PAC Partners
rights expiring on 31 December 2025.
Pty Ltd, Phillip Capital, Austock and Taylor
Collison. Where he covered small to mid-
cap resource stocks across a broad suite
1,250,000 unquoted unvested
performance rights expiring on
11 November 2026.
INTEREST IN SHARES
of commodities.
2,885,005 Ordinary Shares held directly
and by entities in which Mr Chessell has a
Andrew provides Resolution with
experience in the financial services
DR PAUL KITTO
PhD (Geology)
beneficial interest.
INTEREST IN OPTIONS, RIGHTS
AND PERFORMANCE SHARES
35,715 quoted options with exercise price
of $0.12 and expiry of 30 September 2023
(RMLOB).
industry combined with his technical
Non-Executive Director
experience and understanding of capital
(appointed 2 March 2022)
markets. Andrew is also a Non-Executive
Director of Investigator Resources
(ASX:IVR) and Executive Director of
Osmond Resources (ASX: OSM).
1,800,000 class A performance shares
subject to exploration based performance
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
hurdles expiring on 6 September 2022.
Andromeda Metals Limited (ASX:ADN)
658,125 class B performance shares
subject to exploration based performance
from 27 October 2017 to 24 August 2022
range of commodities and deposit types,
– current directorship at 30 June 2022.
predominantly associated with gold and
EXPERIENCE AND EXPERTISE
Dr Paul Kitto has more than thirty years’
experience in the mining industry and
an impressive track including numerous
multi-million ounce gold discoveries in
Africa, Australia and Papua New Guinea.
Paul has extensive experience across a
base metals.
Paul currently holds board positions on
ASX Listed Tietto Minerals (TIE), Meteoric
Resources (MEI) and Peako (PKO). Paul
has held significant roles over a 30-year
career in the industry, the most recent
being Exploration Manager, West Africa
for Newcrest Mining Ltd (2015-2019),
and prior to that was CEO of Ampella
hurdles expiring on 6 September 2022.
Investigator Resources Limited (ASX:IVR)
500,000 unquoted unvested performance
from 14 July 2020.
rights expiring on 31 December 2025.
Osmond Resources Limited (ASX:OSM)
1,250,000 unquoted unvested performance
from 15 September 2021.
rights expiring on 11 November 2026.
4,000,000 unquoted performance rights
subject to KPI based vesting conditions
and various expiry dates.
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
Okapi Resources Limited (ASX:OKR).
18
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT Tietto Minerals Limited (ASX:TIE) from
the past and has other business interests
22 January 2019.
with numerous unlisted public and
DIRECTORS’ REPORT, continued
Mining Ltd (2008-2014) when Ampella
was acquired by Centamin PLC. Paul
led Ampella in discovering and growing
the 3.25 million oz gold resource at the
Batie West Project in Burkina Faso. Paul
holds a PhD (geology) in structural and
geochemical controls on mineralisation
from the world renowned, Centre for Ore
Deposit and Earth Sciences (CODES) at
the University of Tasmania.
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
Meteoric Resources NL (ASX:MEI) from
16 October 2019.
Peako Limited (ASX:PKO) from
20 September 2021.
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
None.
INTEREST IN SHARES
None.
INTEREST IN OPTIONS AND RIGHTS
None.
COMPANY SECRETARY
JAROSLAW (JAREK) KOPIAS
BCom, CPA, AGIA, ACG (CS, CGP)
Company Secretary / Chief Financial Officer
(appointed 6 March 2017)
Mr Kopias is a Certified Practising
Accountant and Chartered Secretary.
Mr Kopias has 25 years’ industry
experience in a wide range of financial
and secretarial roles within the resources
industry. As an accountant, Mr Kopias
worked in numerous financial roles
for companies, specialising in the
resource sector – including 5 years at
WMC Resources Limited’s (now BHP)
Olympic Dam operations, 5 years at
Newmont Mining Corporation - Australia’s
corporate office and 5 years at oil and gas
producer and explorer, Stuart Petroleum
Limited (prior to its merger with Senex
insufficient exploration to define a Mineral
Resource and that it is uncertain if further
exploration will result in the determination
of a Mineral Resource.
Energy Limited).
He is currently the Company Secretary
of Core Lithium Ltd (ASX: CXO), Iron
Road Ltd (ASX: IRD), iTech Minerals Ltd
(ASX:ITM), Austral Resources Australia
Ltd (ASX:AR1) and Copper Search
Limited (ASX:CUS). Mr Kopias has held
similar roles with other ASX entities in
private entities.
PRINCIPAL ACTIVITIES
Resolution Minerals’ ongoing principal
activities are the exploration for gold in
Alaska (USA), copper, cobalt and other
battery metals in the Northern Territory
and gold, vanadium and iron ore in
Alaska (USA).
OPERATING AND
FINANCIAL REVIEW
The net loss of the Group for the year
The main environmental and sustainability
risks that Resolution Minerals currently
faces are through ground disturbance
when undertaking drilling or sampling
activities. The Group’s approach to
exploration through environmental,
heritage and other clearances allows
these risks to be minimised.
The financial impact of the projects
listed below is a requirement for further
expenditure where successful exploration
leads to follow-up activities. All exploration
activities may be funded by the Group’s
own cash reserves or through joint
venture arrangements.
Further technical detail on each of the
prospects listed below is in the Review of
Operation in the Annual Report.
The 64North Project in Alaska has been
the focus of exploration efforts since
October 2019 when the company entered
into a binding agreement to earn-in to the
project. The 64North Project surrounds
after providing for income tax amounted
the world-class high-grade operating
to $1,003,371 (2021: $983,485) being
Pogo Gold Mine, owned by Northern
a comparable result to the prior year.
Star Resources Ltd (ASX: NST) in the
The current year includes a reduction in
highly prospective Tintina Gold Province
impairment expense due to tenement
in Alaska. Resolution has earned a 42%
relinquishment offset by increased
interest in the 64North Project and
employee benefits expense.
completed year 2 earn-in requirements.
During the year, the Group raised a further
The future strategy at the 64North Project
$5.8 million primarily through share
is to continue exploration activities on
placements and a share purchase plan to
the most prospective targets on the
progress its existing and newly acquired
tenement portfolio.
exploration tenements.
During the year, the Group continued
The risks associated with the projects
exploration at the Benmara Project in the
listed below are those common
Northern Territory having acquired the
to exploration activities generally.
project in 2020/21. In September 2021
Exploration targets are conceptual
additional tenements were acquired and
in nature such that there has been
applications lodged to expand the project
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
19
Resolution executed a farm-in agreement
4 September 2022
DIRECTORS’ REPORT, continued
area. The Company executed a farm-in
agreement with OZ Minerals Limited
(ASX: OZL) in relation to the Benmara
Project. The agreement allows OZL to
earn a 51% interest in Wollogorang by
spending approximately $4.0 million over
5 years.
The future strategy at the Benmara project
is for Resolution to continue exploration at
the project with its project partner.
During the year, the Group acquired
the Carrara Range Project in the
Northern Territory and commenced
exploration activity.
The future strategy at the Carrara Range
project is for Resolution to continue
current exploration activity and follow
up any success with drilling and
field programs.
with OZ Minerals Limited (ASX:OZL) to
the Wollogorang Project in the Northern
Territory. The agreement allows OZL to
earn a 51% interest in Wollogorang by
spending approximately $4.9 million over
5 years.
The future strategy at the Wollogorang
copper and cobalt project is for
Resolution to continue exploration at the
project with its project partner.
SIGNIFICANT CHANGES IN
THE STATE OF AFFAIRS
There have been no significant changes
in the state of affairs of the Group that
occurred during the reporting period that
have not otherwise been disclosed in this
report or the financial statements.
DIVIDENDS
There were no dividends paid or declared
during the reporting period or to the date
of this report.
20
EVENTS ARISING SINCE THE END OF THE REPORTING YEAR
No matters or circumstances have arisen since the end of the financial year which
significantly affected or may significantly affect the operations of the Group, the results
of those operations or the state of affairs of the Group in subsequent financial years
other than those described below.
Subsequent to the end of the financial year, the Company issued the following
equity securities:
1 July 2022
5,000,000 placement shares as approved by shareholders.
3,101,833 broker fee shares.
15,380,000 performance rights as director and employee remuneration.
14 July 2022
160,091,648 quoted options with an exercise price of $0.015 and expiry of 31 July
2025 (ASX: RMLO) attaching to a share placement undertaken in May 2022.
208,679,503 RMLO options under a rights issue.
38,772,912 RMLO options as broker fees.
21 July 2022
166,050,000 RMLO options as shortfall under a rights issue.
13,284,374 RMLO options as broker shortfall fees.
17 August 2022
32,000,000 shares at $0.01 each under a placement.
19 August 2022
17,361,112 shares as consideration for the acquisition of the Carrara
Range tenements. The acquisition of the tenements was announced on 27
September 2021. The consideration for the final stage of the agreement of
outright purchase of the tenements comprised a payment of $250,000 in
shares, at Resolution’s election.
13,175,000 performance shares lapsed in accordance with the terms of
those securities.
20 September 2022 75,000,000 shares at $0.008 each under a placement.
35,499,621 RMLO options as shortfall under a rights issue.
2,129,977 RMLO options as broker shortfall fees.
1 July 2022
The Company appointed Steven Groves as Managing Director.
14 September 2022 The Company appointed Mark Holcombe to the board.
28 September 2022 Mr Andrew Shearer resigned as a director of the Company and on
29 September, 1,750,000 performance rights issued to Mr Shearer
were cancelled.
LIKELY DEVELOPMENTS
The Group continues its exploration program focussed on gold and battery metals and
will assess other complementary projects.
DIRECTORS’ MEETINGS
The number of Directors’ meetings held during the reporting period and the number of
meetings attended by each Director is as follows:
BOARD MEETINGS
AUDIT AND RISK COMMITTEE
MEETINGS
REMUNERATION COMMITTEE
MEETINGS
Directors
CL Farrow
DC Chessell
AN Shearer
PA Kitto
A
16
16
16
7
E
16
16
16
7
A = Attended E = Entitled to attend
A
0
0
0
0
E
0
0
0
0
A
0
0
0
0
E
0
0
0
0
Committee meeting matters were addressed by the Board as a whole during the year.
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT DIRECTORS’ REPORT, continued
UNISSUED SHARES UNDER OPTION
Unissued ordinary Shares of Resolution Minerals under option at the date of this report are:
DATE OPTIONS GRANTED
27 November 2019
12 November 2021*
Total unquoted options
21 September 2020
14 July 2022**
Total quoted options
Total options on issue
EXPIRY DATE
EXERCISE PRICE OF OPTIONS
NUMBER UNDER OPTION
30 November 2022
15 December 2023
30 September 2023
31 July 2025
$0.10
$0.03
$0.12
$0.015
13,400,000
79,484,111
92,884,111
74,634,643
624,508,035
699,142,678
792,026,789
* Options were issued on 12 November 2021, 3 December 2021, 20 December 2021 and 4 February 2022.
** Options were issued on 14 July 2022, 21 July 2022 and 20 September 2022.
During the year, 79,484,111 unquoted options were issued to participants in a share placement undertaken by the Company.
During July and September 2022, the Company issued 624,508,035 quoted options as part of a rights issue, attaching to a share
placement and as broker fees.
These options do not entitle the holders to participate in any share issue of the Company or any other body corporate.
PERFORMANCE RIGHTS
Unissued ordinary Shares of Resolution Minerals subject to vesting and exercise of performance rights at the date of this report are:
DATE RIGHTS GRANTED
27 November 2019
27 November 2019
27 November 2020
1 February 2021
12 November 2021
1 April 2022
1 April 2022
1 July 2022
1 July 2022
1 July 2022
1 July 2022
1 July 2022
1 July 2022
Total rights on issue
KPI VESTING
31 December 2022
31 December 2024
31 December 2022
Vested
31 December 2023
31 December 2022
31 March 2025
1 March 2023
30 June 2023
31 May 2023
1 March 2024
1 March 2025
30 June 2025
EXPIRY DATE
NUMBER OF RIGHTS
31 December 2025
31 December 2027
31 December 2025
31 December 2025
11 November 2026
31 December 2025
31 March 2027
1 March 2027
30 June 2027
31 May 2026
1 March 2027
1 March 2027
30 June 2027
2,000,000
2,000,000
2,000,000
300,000
5,000,000
5,660,000
6,000,000
1,000,000
3,000,000
1,880,000
1,000,000
1,000,000
7,500,000
38,340,000
During the year, unquoted performance rights with performance based vesting conditions were issued as remuneration under the
Company’s Performance Share Plan as follows:
•
•
•
6,750,000 rights to officers of the Company.
13,750,000 rights to the former and current Managing Director.
13,540,000 rights to employees and consultants.
These rights do not entitle the holders to participate in any share issue of the Company or any other body corporate.
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
21
DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED)
For the year ended 30 June 2022
The Directors of Resolution Minerals
• The remuneration policy, setting
advice is sought when required. The
Ltd present the Remuneration Report
the terms and conditions for the
maximum aggregate amount of fees
in accordance with the Corporations
key management personnel,
that can be paid to non-executive
Act 2001 (Cth) and the Corporations
was developed by the Board. All
Directors is subject to approval by
Regulations 2001 (Cth). The
key management personnel are
shareholders (currently $400,000).
Remuneration Report is set out under the
remunerated on a consultancy
Fees for non-executive Directors are
following main headings:
or salary basis based on services
not linked to the performance of the
A Principles used to determine the
nature and amount of remuneration
B Details of remuneration
C Service agreements
D Share-based remuneration
E Other information
A PRINCIPLES USED TO
DETERMINE THE NATURE AND
AMOUNT OF REMUNERATION
The Group’s remuneration policy has
been designed to align objectives of key
management personnel with objectives
of shareholders and the business,
by providing a fixed remuneration
component and offering specific long-
term incentives through the issue of
options and / or performance rights. The
Board believes the remuneration policy
to be appropriate and effective in its
ability to attract and retain the best key
management personnel and Directors
to run and manage the Group. The key
management personnel of the Group
are the Board of Directors, Company
Secretary and Executive Officers.
The Board’s policy for determining the
nature and amount of remuneration
for its members and key management
personnel of the Group is as follows:
provided by each person. The Board
Group, except in relation to exploration
annually reviews the packages of key
based KPI performance shares
management personnel by reference
issued as part of the IPO process
to the Group’s performance and
and share price based performance
comparable information from industry
rights. However, to align Directors’
sectors and other listed companies in
interests with shareholder interests,
similar industries.
• The Board may exercise discretion
in relation to approving incentives,
bonuses, options and performance
rights. The policy is designed
to attract the highest calibre of
the Directors are encouraged to
hold shares in the Company and are
able to participate in the Company’s
Share Option Plan and Performance
Share Plan, which may exist from time
to time.
key management personnel and
During the reporting period, performance
reward them for performance
reviews of senior executives were not
that results in long-term growth in
conducted. There were no remuneration
shareholder wealth.
consultants used by the Group during
• Key management personnel are
the period.
Consequences of performance
on shareholder wealth
In considering the Group’s performance
and benefits for shareholder wealth, the
Board will have regard to a number of key
performance metrics such as profitability,
shareholders’ equity and the Company’s
share price.
also entitled to participate in the
Company’s Share Option Plan and
Performance Share Plan as disclosed
to shareholders in the Company’s
2020 Annual General Meeting and
announced to the ASX.
• The Board policy is to remunerate non-
executive Directors at market rates
for comparable companies for time,
commitment and responsibilities.
The Board determines payments
to the non-executive Directors and
reviews their remuneration annually,
based on market practice, duties and
accountability. Independent external
22
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED), continued
The following table shows the results of key performance indicators of the Group for the past 5 years:
YEAR
2022
2021
2020
2019
2018
PROFIT/(LOSS) AFTER TAX ($)
EARNINGS PER SHARE ($)
SHARE PRICE AT 30 JUNE
(1,003,371)
(983,485)
(1,281,967)
(1,370,357)
(1,122,572)
(0.16)
(0.30)
(1.02)
(2.55)
(3.17)
0.008
0.021
0.086
0.033
0.175
Performance based remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and other key management
personnel. Currently, this is facilitated through the issue of options and/or performance rights to key management personnel
to encourage the alignment of personal and shareholder interests. The Group believes this policy will be effective in increasing
shareholder wealth.
Voting and comments made at the Company’s 2021 Annual General Meeting
Resolution Minerals received 91% “yes” votes on its remuneration report for the 2021 financial year. The Group did not receive any
specific feedback at the AGM on its remuneration report.
B DETAILS OF REMUNERATION
Details of the nature and amount of each element of the remuneration of the Group’s key management personnel (KMP) are
shown below:
All KMP were appointed on 6 March 2017 with the exception of Mr Craig Farrow who was appointed to the board 17 August 2020
and Dr Paul Kitto who was appointed to the board 2 March 2022. Mr Chessell was issued with short term KPI based performance
rights during the 2020/21 and 2021/22 years and all KMP were issued with KPI based performance rights during the 2020/21 and
2021/22 years.
Director and other key management personnel remuneration
2022
SHORT TERM BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-BASED
PAYMENTS
SALARY AND FEES
($)
CONTRACT PAYMENTS
($)
OTHER BENEFITS
($)
SUPERANNUATION
($)
OPTIONS / RIGHTS
($)
TOTAL
($)
AT RISK (1)
(%)
Non-executive Directors
C Farrow
P Kitto (2)
A Shearer
60,000
24,667
36,364
Executive Directors
D Chessell
256,844
Other key management personnel
-
-
-
J Kopias (3)
Total
-
377,875
113,525
113,525
-
-
-
-
-
-
-
-
3,636
9,424
-
9,424
69,424
24,667
49,424
20,554
52,036
329,434
-
24,190
9,424
80,308
122,949
595,898
13
-
23
13
8
(1) Represents share based payments linked to performance conditions.
(2) Dr Kitto was appointed Director on 2 March 2022. The payments to Dr Kitto include amounts for additional exertion in undertaking
technical reviews.
(3) Contract payments are made to Kopias Consulting – an entity associated with Mr Kopias.
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
23
DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED), continued
2021
SHORT TERM BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-BASED
PAYMENTS
SALARY AND FEES
($)
CONTRACT PAYMENTS
($)
OTHER BENEFITS
($)
SUPERANNUATION
($)
OPTIONS / RIGHTS
($)
TOTAL
($)
AT RISK (1)
(%)
Non-executive Directors
C Farrow (2)
L Dean (3)
A Shearer
46,835
24,500
36,530
Executive Directors
D Chessell
209,285
other key management personnel
-
-
-
-
J Kopias (4)
Total
-
317,150
132,688
132,688
-
-
-
-
-
-
-
-
3,470
4,583
-
4,583
51,418
24,500
44,583
19,882
10,094
239,261
-
23,352
4,583
23,843
137,271
497,033
9
-
10
4
3
5
(1) Represents share based payments linked to performance conditions.
(2) Mr Farrow was appointed Director on 17 August 2020.
(3) Mr Dean resigned as director on 27 November 2020.
(4) Contract payments are made to Kopias Consulting – an entity associated with Mr Kopias.
C SERVICE AGREEMENTS
NAME
BASE REMUNERATION
UNIT OF MEASURE
TERM OF AGREEMENT
TERMINATION NOTICE
TERMINATION BENEFITS
D Chessell
Managing Director
$225,000
plus superannuation
Salaried employee
Indefinite
Two months
Three months
J Kopias
CFO & Company Secretary
Variable
Hourly rate contract
Unspecified
One month
None
D SHARE-BASED REMUNERATION
Details of performance rights convertible to ordinary shares in the Company that were granted as remuneration to each KMP during
the year are set out below. All performance rights refer to a right to convert one right to one ordinary share in the Company, under the
terms of the performance rights. Details of performance rights convertible to ordinary shares in the Company that were granted as
remuneration to each KMP during the year are set out below:
GRANTED
2022
C Farrow
D Chessell
A Shearer
J Kopias
D Chessell
Total
NUMBER GRANTED
GRANT DATE
FAIR VALUE AT GRANT DATE
FIRST VESTING DATE (1)
LAST VESTING DATE
PER RIGHT
FULL VALUE $
12/11/2021
12/11/2021
12/11/2021
12/11/2021
12/11/2021
$0.0147
$0.0147
$0.0147
$0.0147
$0.0137
18,347
18,347
18,347
18,347
27,410
Share price
31/12/2023
Share price
31/12/2023
Share price
31/12/2023
Share price
31/12/2023
Short term KPI’s
31/12/2022
1,250,000
1,250,000
1,250,000
1,250,000
2,000,000
7,000,000
(1) Meeting criteria of the KPI listed below determines vesting of rights.
24
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED), continued
Share price KPI – 5,000,000 officer performance rights
The vesting of Director Performance Rights under this KPI is tied to the Company’s share price exceeding a VWAP equal to 140% of
the 5 day VWAP prior to the 2021 AGM at any time in the period to 31 December 2023 for a period of at least 1 month. The vesting of
this KPI must be determined by the Board by 31 March 2024 and, if vested, the Performance Rights will expire on 11 November 2026.
Short Term KPIs – 2,000,000 Managing Director performance rights
As determined by the board. The vesting of this KPI must be determined by the Board by 31 March 2023 and, if vested, the
Performance Rights will expire on 31 December 2025.
All unvested Performance Rights will lapse within 3 months of the officer ceasing to be engaged by the Company.
Share holdings of key management personnel
The number of ordinary shares of Resolution Minerals Ltd held, directly, indirectly or beneficially, by each Director and Company
Secretary, including their personally-related entities as at reporting date:
DIRECTORS AND COMPANY
SECRETARY
HELD
AT 30 JUNE 2021
C Farrow
D Chessell
A Shearer
P Kitto
J Kopias
Total
2,054,286
1,535,005
1,339,412
-
797,143
5,725,846
MOVEMENT
DURING YEAR (1)
500,000
-
-
-
-
500,000
OPTIONS / RIGHTS
EXERCISED
HELD
AT 30 JUNE 2022
-
1,350,000
500,000
-
500,000
2,350,000
2,554,286
2,885,005
1,839,412
-
1,297,143
8,575,846
Option holdings of key management personnel
The number of quoted options over ordinary shares in Resolution Minerals Ltd held, directly, indirectly or beneficially, by each
specified Director and KMP, including their personally-related entities as at reporting date, is as follows:
UNQUOTED OPTIONS – Exercise price of $0.042 and expiry of 15 April 2022
DIRECTORS AND
COMPANY SECRETARY
HELD
AT 30 JUNE 2021
GRANTED
DURING YEAR
C Farrow
D Chessell
A Shearer
Total
750,000
89,285
178,571
1,017,856
LAPSED
DURING YEAR (1)
(750,000)
(89,285)
(178,571
(1,017,856)
-
-
-
-
(1) Movement represents lapse of options in accordance with the terms of the securities.
QUOTED OPTIONS – Exercise price of $0.10 and expiry of 30 June 2022 (RMLOA)
DIRECTORS AND
COMPANY SECRETARY
HELD
AT 30 JUNE 2021
GRANTED
DURING YEAR
LAPSED
DURING YEAR (1)
EXERCISED
A Shearer
J Kopias
Total
50,000
20,000
70,000
-
-
(50,000)
(20,000)
(70,000)
(1) Movement represents lapse of options in accordance with the terms of the securities.
EXERCISED
HELD
AT 30 JUNE 2022
VESTED AND EXERCISABLE
AS AT 30 JUNE 2022
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
HELD
AT 30 JUNE 2022
VESTED AND EXERCISABLE
AS AT 30 JUNE 2022
-
-
-
-
-
-
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
25
DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED), continued
QUOTED OPTIONS – Exercise price of $0.12 and expiry of 30 September 2023 (RMLOB)
DIRECTORS AND
COMPANY SECRETARY
HELD
AT 30 JUNE 2021
GRANTED
DURING YEAR
LAPSED
DURING YEAR
EXERCISED
HELD
AT 30 JUNE 2022
VESTED AND EXERCISABLE
AS AT 30 JUNE 2022
C Farrow
D Chessell
A Shearer
Total
214,286
35,715
42,270
292,271
-
-
-
-
Performance rights holdings of key management personnel
KEY MANAGEMENT
PERSONNEL
HELD
AT 30 JUNE 2021
ACQUIRED
DURING THE YEAR (1)
LAPSED
DURING YEAR
-
-
-
-
-
-
-
-
-
-
EXERCISED
214,286
35,715
42,270
292,271
214,286
35,715
42,270
292,271
HELD
AT 30 JUNE 2022
VESTED AND EXERCISABLE
AS AT 30 JUNE 2022
C Farrow
D Chessell
A Shearer
J Kopias
Total
500,000
5,800,000
1,000,000
1,000,000
8,300,000
1,250,000
3,250,000
1,250,000
1,250,000
7,000,000
(1,950,000)
(1,350,000)
-
-
(500,000)
(500,000)
1,750,000
5,750,000
1,750,000
1,750,000
(1,950,000)
(2,350,000)
11,000,000
-
-
-
-
-
(1) Represents issue of performance rights as remuneration as approved at the 2021 AGM and 2022 General Meeting under the Company’s
Performance Share Plan.
Performance share holdings of key management personnel
DIRECTORS
Class A
D Chessell
A Shearer
Class B
D Chessell
A Shearer
Total
HELD
AT 30 JUNE 2021
ACQUIRED
DURING THE YEAR
LAPSED
DURING YEAR
EXERCISED
HELD
AT 30 JUNE 2022
VESTED AND EXERCISABLE
AS AT 30 JUNE 2022
1,800,000
800,000
658,125
325,000
3,583,125
-
-
-
-
-
-
-
-
-
-
-
-
1,800,000
800,000
658,125
325,000
3,583,125
-
-
-
-
E OTHER INFORMATION
Transactions with key management personnel
Transactions with key management personnel are made on normal commercial terms and conditions and at market rates.
Outstanding balances are unsecured and are repayable in cash.
Duncan Chessell
Resolution Minerals had sought the provision of vehicle hire services from Magill Consulting Pty Ltd. The services are on arms-length
terms. During the period 1 July 2021 and 30 June 2022 $6,247 + GST has been paid in relation to these services (2021: $5,978). The
total amount of fees due to Magill Consulting Pty Ltd as at 30 June 2022 was $Nil (2021: $Nil).
Jarek Kopias
Kopias Consulting, a business of which Jarek Kopias is a Director, was paid consulting fees in relation to the year totaling $113,061
(2021: $132,688) and is disclosed in the remuneration report. The total amount of fees due to Kopias Consulting as at 30 June 2022
was $9,914 (2021: $9,450).
END OF AUDITED REMUNERATION REPORT
26
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT DIRECTORS’ REPORT, continued
ENVIRONMENTAL LEGISLATION
The Directors believe that the Group has,
in all material respects, complied with all
particular and significant environmental
regulations relevant to its operations.
The Company has not otherwise, during
or since the end of the reporting period,
except to the extent permitted by law,
indemnified, or agreed to indemnity any
current or former officer or auditor of the
Company against a liability incurred as
The Group’s operations are subject to
such by an officer or auditor.
various environmental regulations under
the Commonwealth and State Laws of
Australia and Alaska, USA. The majority of
its activities involve low level disturbance
associated with exploration drilling
programs. Approvals, licences, hearings
and other regulatory requirements are
performed, as required, by the Group’s
management for each permit or lease in
which the Group has an interest.
INDEMNITIES GIVEN AND
INSURANCE PREMIUMS PAID
TO AUDITORS AND OFFICERS
During the reporting year, the Company
paid a premium to insure officers of the
Company. The officers of the Company
covered by the insurance policy include
all officers.
NON-AUDIT SERVICES
During the reporting period Grant
Thornton performed certain other
services in addition to its statutory duties.
The Board has considered the non-audit
services provided during the reporting
period by the auditor and is satisfied
that the provision of those non-audit
services is compatible with, and did not
compromise, the auditor independence
requirements of the Corporations
Act 2001 (Cth) for the following reasons:
The non-audit services do not undermine
the general principles relating to auditor
independence as set out in APES
110 Code of Ethics for Professional
Accountants, as they did not involve
reviewing or auditing the auditor’s
The liabilities insured are legal costs
own work, acting in a management or
that may be incurred in defending civil or
decision-making capacity for the Group,
criminal proceedings that may be brought
acting as an advocate for the Group or
against the officers in their capacity as
jointly sharing risks and rewards.
officers of the Company, and any other
payments arising from liabilities incurred
by the officers in connection with such
proceedings, other than where such
liabilities arise out of conduct involving
a wilful breach of duty by the officers
or the improper use by the officers of
their position or of information to gain
advantage for themselves or someone
else to cause detriment to the Company.
Details of the amount of the premium paid
in respect of the insurance policies is not
disclosed as such disclosure is prohibited
under the terms of the contract.
Details of the amounts paid to the auditors
of the Group and its related practices for
audit and non-audit services provided
during the reporting period are set out in
note 13 to the Financial Statements.
A copy of the Auditor’s Independence
Declaration as required under
s307C of the Corporations Act 2001
(Cth) is included on page 28 of this
Financial Report and forms part of this
Directors’ Report.
ROUNDING OF AMOUNTS
The Group is of a kind referred to in
Corporations Instrument 2016/191, issued
by the Australian Securities and Investments
Commission, relating to ‘rounding-off’.
Amounts in this report have been rounded
off in accordance with that Corporations
Instrument to the nearest dollar.
PROCEEDINGS ON BEHALF
OF THE COMPANY
No person has applied to the Court under
section 237 of the Corporations Act 2001
(Cth) for leave to bring proceedings on
behalf of the Company, or intervene in any
proceedings to which the Company is a
party, for the purpose of taking responsibility
on behalf of the Company for all or any part
of those proceedings.
CORPORATE GOVERNANCE
The Board has adopted the ASX
Corporate Governance Council’s
Corporate Governance Principles and
Recommendations – 4th Edition (ASX
Recommendations). The Board continually
monitors and reviews its existing and
required policies, charters and procedures
with a view to ensuring its compliance with
the ASX Recommendations to the extent
deemed appropriate for the size of the
Company and its development status.
A summary of the Company’s ongoing
corporate governance practices is set
out annually in the Company’s Corporate
Governance Statement and can be
found on the Company’s website at
www.resolutionminerals.com.
Signed in accordance with a resolution of
the Directors.
Craig Farrow
Chair
Adelaide
30 September 2022
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
27
AUDITOR’S INDEPENDENCE DECLARATION
Grant Thornton Audit Pty Ltd
Grant Thornton House
Level 3
170 Frome Street
Adelaide SA 5000
GPO Box 1270
Adelaide SA 5001
T +61 8 8372 6666
Auditor’s Independence Declaration
To the Directors of Resolution Minerals Ltd
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Resolution Minerals Ltd for the year ended 30 June 2022, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
I S Kemp
Partner – Audit & Assurance
Adelaide, 30 September 2022
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
#8431554v1w
28
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT
STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2022
Interest income
Government grants
Other income
Broker and investor relations
Employee benefits expense
Share based payments
Exploration expense
Impairment expense
Depreciation
Loss on sale of assets
Other expenses
Profit/(loss) before tax
Income tax (expense) / benefit
Profit/(loss) for the year from continuing operations attributable to owners of the parent
Other comprehensive income attributable to owners of the parent
Total comprehensive profit (loss) for the year attributable to owners of the parent
Earnings per share
Basic and diluted loss – cents per share
This statement should be read in conjunction with the notes to the financial statements.
NOTES
6
2
3
4
30 JUNE
2022
$
1,265
-
98,681
(93,523)
(420,894)
(109,263)
(50,752)
(1,964)
(32,117)
(1,206)
(393,598)
(1,003,371)
30 JUNE
2021
$
408
50,000
51,620
(96,288)
(293,869)
(5,085)
(27,119)
(244,015)
(20,056)
-
(399,081)
(983,485)
-
-
(1,003,371)
(983,485)
5,570
(997,801)
17,278
(966,207)
(0.16)
(0.30)
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
29
NOTES
30 JUNE
2022
$
30 JUNE
2021
$
5
6
7
8a
9
8b
8b
10
11
2,292,438
130,172
2,422,610
22,947,079
262,844
57,522
23,267,445
25,690,055
687,645
39,162
26,057
752,864
31,875
31,875
784,739
24,905,316
29,365,765
851,207
(5,311,656)
24,905,316
1,751,998
41,643
1,793,641
19,261,092
126,272
-
19,387,364
21,181,005
1,037,859
53,672
-
1,091,531
-
-
1,091,531
20,089,474
23,558,922
1,527,122
(4,996,570)
20,089,474
STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
ASSETS
Current assets
Cash and cash equivalents
Other assets
Total current assets
Non-current assets
Exploration and evaluation expenditure
Plant and equipment
Right of use assets
Total non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Employee provisions
Lease liabilities
Total current liabilities
Non-current liabilities
Lease liabilities
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
This statement should be read in conjunction with the notes to the financial statements.
30
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT STATEMENT OF CHANGES IN EQUITY
For the year 30 June 2022
2022
Opening balance
Share placements and SPP
Option / rights exercise
Fair value of shares issued for project acquisition
Issue costs
Lapse of options / rights
Fair value of performance rights issued
5,568,794
127,748
453,000
(342,699)
-
-
Transactions with owners
5,806,843
Comprehensive income:
Total profit or loss for the reporting year
Foreign currency reserve
Total other comprehensive income for the
reporting year
-
-
-
ISSUED
CAPITAL
$
SHARE BASED
PAYMENTS RESERVE
$
FOREIGN CURRENCY
RESERVE
$
ACCUMULATED
LOSSES
$
TOTAL
EQUITY
$
23,558,922
1,509,844
17,278
(4,996,570)
20,089,474
-
(127,748)
-
-
(688,285)
134,548
(681,485)
-
-
-
-
-
-
-
-
-
-
-
5,570
5,570
-
-
-
-
5,568,794
-
453,000
(342,699)
688,285
-
-
134,548
688,285
5,813,643
(1,003,371)
(1,003,371)
-
5,570
(1,003,371)
(997,801)
Balance at 30 June 2022
29,365,765
828,359
22,848
(5,311,656)
24,905,316
2021
Opening balance
Share placements and SPP
Option exercise
Fair value of shares issued for project acquisition
Performance rights and options issued and lapsed
Issue costs
Transactions with owners
Comprehensive income:
Total profit or loss for the reporting year
Foreign currency reserve
Total other comprehensive income for the
reporting year
ISSUED
CAPITAL
$
SHARE BASED
PAYMENTS RESERVE
$
FOREIGN CURRENCY
RESERVE
$
ACCUMULATED
LOSSES
$
TOTAL
EQUITY
$
14,944,312
1,353,852
8,519,598
167
860,000
28,710
(793,865)
8,614,610
-
-
-
-
-
-
(36,350)
192,342
155,992
-
-
-
-
-
-
-
-
-
-
-
17,278
17,278
(4,070,942)
12,227,222
-
-
-
57,857
-
57,857
8,519,598
167
860,000
50,217
(601,523)
8,828,459
-
(983,485)
(983,485)
-
17,278
(983,485)
(966,207)
Balance at 30 June 2021
23,558,922
1,509,844
17,278
(4,996,570)
20,089,474
This statement should be read in conjunction with the notes to the financial statements.
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
31
STATEMENT OF CASH FLOWS
For the year ended 30 June 2022
Cash flows from operating activities
Interest received
Government grants
Other receipts
Exploration expenses
Payments to suppliers and employees
Net cash used in operating activities
Cash flows from investing activities
Payments for capitalised exploration expenditure
Receipts from Joint Operation partner
Payments for plant and equipment
Proceeds from sale of plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Proceeds from exercising of options
Payments for capital raising costs
Proceeds from subscriptions received
Net cash from financing activities
NOTE
2022
$
1,265
-
-
(50,752)
(884,156)
(933,643)
11
2021
$
408
50,000
51,620
-
(752,685)
(650,657)
(4,060,987)
(7,585,787)
364,108
(213,704)
53,866
-
(90,812)
-
(3,856,717)
(7,676,599)
5,568,794
-
(297,994)
60,000
5,330,800
8,519,598
167
(601,523)
-
7,918,242
Net change in cash and cash equivalents
540,440
(409,014)
Cash and cash equivalents at the beginning of the financial year
5 (a)
Cash and cash equivalents at the end of the financial year
1,751,998
2,292,438
2,161,012
1,751,998
This statement should be read in conjunction with the notes to the financial statements.
32
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2022
Joint Arrangements
Under AASB 11 Joint Arrangements investments in joint
arrangements are classified as either joint operations or joint
ventures. The classification depends on the contractual rights and
obligations of each investor, rather than the legal structure of the joint
operation. The Group currently has a joint arrangement in relation to
its 64North Project in Alaska, USA.
The Group recognises its direct right to the assets, liabilities,
revenues and expenses of joint operations and its share of jointly
held or incurred assets, liabilities, revenues and expenses. These
have been incorporated into the financial statements under the
appropriate headings. Details of the joint operations are set out in
note 6.
b) Operating segments
An operating segment is a component of an entity that engages
in business activities from which it may earn revenues and incur
expenses (including revenues and expenses relating to transactions
with other components of the same entity), whose operating results
are regularly reviewed by the entity’s chief operating decision
maker to make decisions about resources to be allocated to the
segment and assess its performance and for which discrete financial
information is available. This includes start-up operations which are
yet to earn revenues. Management will also consider other factors
in determining operating segments such as the existence of a line
manager and the level of segment information presented to the
Board of Directors.
Operating segments have been identified based on the information
provided to the chief operating decision makers – being the Board.
The Group aggregates two or more operating segments when they
have similar economic characteristics, and the segments are similar
in the nature of the minerals targeted.
Operating segments that meet the quantitative criteria, as prescribed
by AASB 8, are reported separately. However, an operating segment
that does not meet the quantitative criteria is still reported separately
where information about the segment would be useful to users of the
financial statements.
The Directors have considered the requirements of AASB 8 –
Operating Segments and the internal reports that are reviewed
by the Board in allocating resources have determined that there
are two separately identifiable segments based on the level of
expenditure, namely the Group’s US based operations and Australian
based operations.
1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
These general purpose financial statements of the Group have been
prepared in accordance with the requirements of the Corporations Act
2001 (Cth), Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board.
Compliance with Australian Accounting Standards results in full
compliance with the International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB).
Resolution Minerals Ltd is a listed public company, registered and
domiciled in Australia. Resolution Minerals Ltd is a for profit entity for the
purpose of preparing the financial statements.
The financial statements for the year ended 30 June 2022 were approved
and authorised by the Board of Directors on 30 September 2022.
The Financial Report has been prepared on an accruals basis, and is
based on historical costs, modified by the measurement at fair value of
selected on-current assets, financial assets and financial liabilities.
Comparatives
Comparative information for 2021 is for the full year commencing on 1
July 2020.
The significant policies which have been adopted in the preparation of
this financial report are summarised below.
a) Principles of consolidation
Subsidiaries
The Group financial statements consolidate those of the parent
company and all of its subsidies at 30 June 2022. Subsidiaries are
all entities (including structured entities) over which the Group
controls. The Group controls an 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
fully transferred to the Group. They are deconsolidated from the date
that control ceases. All subsidiaries have a reporting date of 30 June.
A list of controlled entities is contained in note 17 to the
Financial Statements.
All transactions and balances between Group companies are
eliminated on consolidation, including unrealised gains and losses
on transactions between Group companies. Where unrealised
losses on intra-group asset sales are reversed on consolidation,
the underlying asset is also tested for impairment from a Group
perspective. Amounts reported in the financial statements of
subsidiaries have been adjusted, where necessary, to ensure
consistency with the accounting policies adopted by the Group.
Profit or loss of subsidiaries acquired or disposed of during the
reporting period are recognised from the effective date of acquisition,
or up to the effective date of disposal, as applicable.
Non-controlling interests, presented as part of equity, represent the
portion of a subsidiary’s profit or loss and net assets that is not held
by the Group. The Group attributes total comprehensive income or
loss of subsidiaries between the owners of the parent and the non-
controlling interests based on their respective ownership interests.
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c) Finance income and expense
Finance income comprises interest income on funds invested,
gains on disposal of financial assets and changes in fair value of
financial assets held at fair value through profit or loss. Finance
expenses comprise changes in the fair value of financial assets
held at fair value through profit or loss and impairment losses on
financial assets.
All income and expenses relating to financial assets that are
recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of
trade receivables which is presented within other expenses.
Classifications are determined by both:
»
»
The entities business model for managing the financial asset
The contractual cash flow characteristics of the financial assets.
Interest income is recognised as it accrues in profit or loss, using the
effective interest rate method. All income is stated net of goods and
services tax (GST).
Subsequent measurement financial assets
FINANCIAL ASSETS AT AMORTISED COST
d) Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred is accumulated
in respect of each identifiable area of interest. These costs are
only carried forward to the extent that right of tenure is current and
those costs are expected to be recouped through the successful
development of the area (or, alternatively by its sale) or where
activities in the area have not yet reached a stage which permits
reasonable assessment of the existence of economically recoverable
reserves and operations in relation to the area are continuing.
Accumulated costs, in relation to an abandoned area, are written off
in full against profit in the period in which the decision to abandon
the area is made.
e) Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the
Group becomes a party to the contractual provisions of the financial
instrument, and are measured initially at fair value adjusted by
transactions costs, except for those carried at fair value through
profit or loss, which are measured initially at fair value. Subsequent
measurement of financial assets and financial liabilities are
described below.
Financial assets are derecognised when the contractual rights to
the cash flows from the financial asset expire, or when the financial
asset and all substantial risks and rewards are transferred. A
financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
Classification and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant
financing component and are measured at the transaction price in
accordance with AASB 15, all financial assets are initially measured
at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other
than those designated and effective as hedging instruments are
classified into the following categories upon initial recognition:
amortised cost
fair value through profit or loss (FVPL)
equity instruments at fair value through other comprehensive
income (FVOCI)
Financial assets are measured at amortised cost if the assets meet
the following conditions (and are not designated as FVPL):
»
»
they are held within a business model whose objective is to hold
the financial assets and collect its contractual cash flows
the contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the
principal amount outstanding
After initial recognition, these are measured at amortised cost
using the effective interest method. Discounting is omitted where
the effect of discounting is immaterial. The Group’s cash and cash
equivalents, trade and most other receivables fall into this category of
financial instruments.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (FVPL)
Financial assets that are held within a different business model other
than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at
fair value through profit and loss. Further, irrespective of business
model financial assets whose contractual cash flows are not solely
payments of principal and interest are accounted for at FVPL.
IMPAIRMENT OF FINANCIAL ASSETS
AASB 9’s impairment requirements use more forward looking
information to recognize expected credit losses – the ‘expected
credit losses (ECL) model’. Instruments in scope of these
requirements included loans and other debt-type financial assets
measured at amortised cost and FVOCI, trade receivables, contract
assets recognised and measured under AASB 15 and loan
commitments and some financial guarantee contracts (for the issuer)
that are not measured at fair value through profit or loss.
The Group considers a broader range of information when assessing
credit risk and measuring expected credit losses, including past
events, current conditions, reasonable and supportable forecasts
that affect the expected collectability of the future cash flows of
the instrument.
In applying this forward-looking approach, a distinction is
made between:
a) financial instruments that have not deteriorated significantly in
credit quality since initial recognition or that have low credit risk
(‘Stage 1’) and
b) financial instruments that have deteriorated significantly in credit
quality since initial recognition and whose credit risk is not low
(‘Stage 2’).
debt instruments at fair value through other comprehensive
income (FVOCI)
c)
‘Stage 3’ would cover financial assets that have objective
evidence of impairment at the reporting date.
»
»
»
»
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RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT
‘12-month expected credit losses’ are recognised for the first
category while ‘lifetime expected credit losses’ are recognised for
the second category.
Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life
of the financial instrument.
CLASSIFICATION AND MEASUREMENT OF FINANCIAL LIABILITIES
The Group’s financial liabilities include borrowings, trade and other
payables and derivative financial instruments.
Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group
designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised
cost using the effective interest method except for derivatives
and financial liabilities designated at FVPL, which are carried
subsequently at fair value with gains or losses recognised in profit or
loss (other than derivative financial instruments that are designated
and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an
instrument’s fair value that are reported in profit or loss are included
within finance costs or finance income.
f)
Impairment of assets
At each reporting date, the Group reviews the carrying values of its
tangible and intangible assets to determine whether there is any
indication that those assets have been impaired. If such an indication
exists, the recoverable amount of the asset, being the higher of the
asset’s fair value less costs of disposal and value in use, is compared
to the asset’s carrying value. Any excess of the asset’s carrying value
over its recoverable amount is expensed to profit or loss.
Where it is not possible to estimate the recoverable amount of an
individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
g) Trade and other payables
Trade and other payables represent liabilities for goods and services
provided to the Group prior to the end of the reporting period which
are unpaid. The amounts are unsecured and are usually paid within
30 days of recognition. Trade and other payables are presented as
current liabilities unless payment is not due within 12 months from
the reporting date. They are recognised initially at their fair value and
subsequently amortised cost using the effective interest rate method.
Trade and other payables are stated at amortised cost.
h)
Income tax
Tax expense recognised in profit or loss comprises the sum of
deferred tax and current tax not recognised in other comprehensive
income or directly in equity.
Current income tax assets and/or liabilities comprise those
obligations to, or claims from, the Australian Taxation Office
(ATO) and other fiscal authorities relating to the current or prior
reporting periods, that are unpaid at the reporting date. Current tax
is payable on taxable profit, which differs from profit or loss in the
financial statements.
Calculation of current tax is based on tax rates and tax laws that
have been enacted or substantively enacted by the end of the
reporting period.
Deferred income taxes are calculated using the liability method on
temporary differences between the carrying amounts of assets and
liabilities and their tax bases. Deferred tax on temporary differences
associated with investments in subsidiaries and joint ventures is not
provided if reversal of these temporary differences can be controlled
by the Group and it is probable that reversal will not occur in the
foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting,
at tax rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted by
the end of the reporting period. Deferred tax liabilities are always
provided for in full.
Deferred tax assets are recognised to the extent that it is probable
that future taxable profits will be available against which deductible
temporary differences can be utilised.
Deferred tax assets and liabilities are offset only when the Group has
a right and intention to set-off current tax assets and liabilities from
the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a
component of tax income or expense in profit or loss, except where
they relate to items that are recognised in other comprehensive
income (such as the revaluation of land) or directly in equity, in
which case the related deferred tax is also recognised in other
comprehensive income or equity, respectively.
The Company and its wholly-owned Australian resident subsidiaries
have formed a tax-consolidated group. As a consequence, these
entities are taxed as a single entity and the deferred tax assets
and liabilities of these entities are set off in the consolidated
financial statements.
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i) Cash and cash equivalents
l) Share-based payments
Cash and cash equivalents in the statement of financial position
comprise cash at bank and in hand and short-term deposits with an
original maturity of three months or less.
For the purpose of presentation in the statement of cash flows, 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, and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities in the
balance sheet.
j) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated
depreciation and accumulated impairment. Cost includes
expenditure that is directly attributable to the acquisition of the
item. In the event that settlement of all or part of the purchase
consideration is deferred, cost is determined by discounting the
amounts payable in the future to their present value as at the date
of acquisition.
Depreciation is provided on plant and equipment. Depreciation is
calculated on a straight line basis so as to write off the cost of each
asset over its expected useful life to its estimated residual value. The
estimated useful lives, residual values and depreciation method are
reviewed at the end of each annual reporting period.
Estimated useful lives of 3-6 years are used in the calculation of
depreciation for plant and equipment.
k) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to equity holders of the Company, excluding 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 year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account the
after tax effect and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of
additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
The Group has provided payment to related parties in the form
of share-based compensation, whereby related parties render
services in exchange for shares or rights over shares (‘equity-settled
transactions’). The cost of these equity-settled transactions is
measured by reference to the fair value at the date at which they are
granted. The fair value of share options is determined using a Black
and Scholes methodology depending on the nature of the option
terms. The fair value in relation to performance rights is calculated
using a Monte Carlo simulation.
The Black and Scholes option pricing model 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.
The Monte Carlo simulation used in pricing the performance rights
takes into account the target share price resulting from meeting the
KPI, the term of the right, the share price at grant date and expected
price volatility of the underlying share and the risk free interest rate
for the term of the option.
The fair value of the options and performance rights granted is
adjusted to reflect market vesting conditions, but excludes the
impact of any non-market vesting conditions. Non-market vesting
conditions are included in assumptions about the number of
options and performance rights that are expected to become
exercisable / vested. At each reporting date, the entity revises its
estimates of the number of options and performance rights that are
expected to become exercisable / vested.
The cost of equity-settled transactions is recognised, together with
a corresponding increase in equity, over the period in which the
performance conditions are fulfilled, ending on the date on which the
relevant parties become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions
at each reporting date until vesting date reflects (i) the extent to
which the vesting period has expired and (ii) the number of awards
that, in the opinion of the directors of the Group, will ultimately vest.
This opinion is formed based on the best available information at
reporting date. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions
is included in the determination of fair value at grant date.
Where the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase
in the value of the transaction as a result of the modification, as
measured at the date of modification.
Equity-settled share-based payments to other parties are measured
at the fair value of goods and services received, except where the
fair value cannot be estimated reliably, in which the transaction is
measured at the fair value of the equity instruments granted on the
date the goods or services are received.
36
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT
m) Employee benefits
Short-term employee benefits are current liabilities included in
employee benefits, measured at the undiscounted amount that the
Group expects to pay as a result on the unused entitlement. Annual
leave is included in ‘other long-term benefit’ and discounted when
calculating the leave liability as the Group does not expect all annual
leave for all employees to be used wholly within 12 months of the
end of the reporting period. Annual leave liability is still presented
as a current liability for presentation purposes under AASB
101 Presentation of Financial Statements .
n) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount
of GST, except where the amount of GST incurred is not recoverable
from the Tax Office. In these circumstances the GST is recognised
as part of the cost of acquisition of the asset or as part of an item of
the expense. Receivables and payables in the statement of financial
position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross
basis, except for the GST components of investing and financing
activities, which are disclosed as operating cash flows.
o) Leases
At inception of a contract, the Group assesses if the contract
contains or is a lease. If there is a lease present, a right-of-use asset
and a corresponding lease liability is recognised by the Group where
the Group is a lessee. However, all contracts that are classified as
short-term leases (lease with remaining lease term of 12 months or
less) and leases of low-value assets are recognised as an operating
expense on a straight-line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the
lease payments still to be paid at the commencement date. The
lease payments are discounted at the interest rate implicit in the
lease. If this rate cannot be readily determined, the Group uses the
incremental borrowing rate.
Lease payments included in the measurement of the lease liability
are as follows:
»
»
»
»
»
»
fixed lease payments less any lease incentives;
variable lease payments that depend on an index or rate, initially
measured using the index or rate at the commencement date;
the amount expected to be payable by the lessee under residual
value guarantees;
the exercise price of purchase options, if the lessee is reasonably
certain to exercise the options;
lease payments under extension options if lessee is reasonably
certain to exercise the options; and
payments of penalties for terminating the lease, if the lease term
reflects the exercise of an option to terminate the lease.
Subsequently, the lease liability is measured by a reduction to the
carrying amount of any payments made and an increase to reflect
any interest on the lease liability.
The right-of-use assets is an initial measurement of the
corresponding lease liability less any incentives and initial direct
costs. Subsequently, the measurement is the cost less accumulated
depreciation (and impairment if applicable).
Right-of-use assets are depreciated over the lease term or useful life
of the underlying asset whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the
cost of the right-of-use asset reflects that the Group anticipates to
exercise a purchase option, the specific asset is depreciated over the
useful life of the underlying asset.
p) Critical accounting estimates and judgements
The Directors evaluate estimates and judgements incorporated into
the financial report based on historical knowledge and best available
current information. Estimates assume a reasonable expectation
of future events and are based on current trends of economic data,
obtained both externally and within the Group.
i) Key estimates – impairment
The Group assesses impairment at each reporting date by
evaluating conditions specific to the Group that may lead to
impairment of assets. Where an impairment trigger exists, the
recoverable amount of the asset is determined.
ii) Key judgements – exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation
expenditure is dependent on a number of factors, including
whether the Group decides to exploit the related lease itself or, if
not, whether it successfully recovers the related exploration and
evaluation asset through sale.
Factors that could impact the future recoverability include the
level of reserves and resources, future technological changes,
which could impact the cost of mining, future legal changes
(including changes to environmental restoration obligations) and
changes to commodity prices.
To the extent that capitalised exploration and evaluation
expenditure is determined not to be recoverable in the future,
profits and net assets will be reduced in the period in which this
determination is made.
In addition, exploration and evaluation expenditure is capitalised
if activities in the area of interest have not yet reached a stage
that permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves. To the extent
it is determined in the future that this capitalised expenditure
should be written off, profits and net assets will be reduced in the
period in which this determination is made.
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iii) Share-based payment transactions
The Group measures the cost of equity-settled transactions with
management and other parties by reference to the fair value of
the equity instruments at the date at which they are granted.
The fair value of share options is determined by the Board of
Directors with reference to quoted market prices or using the
Black Scholes valuation method taking into account the terms
and conditions upon which the equity instruments were granted.
The fair value of performance rights is calculated using a Monte
Carlo simulation. The assumptions in relation to the valuation of
the equity instruments are detailed in note 11 and note 16. The
accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying
amounts of assets and liabilities within the next annual reporting
period but may impact expenses and equity.
iv) Lease term and option to extend under AASB 16
The lease term is defined as the non-cancellable period of
a lease together with both periods covered by an option to
extend the lease if the lessee is reasonably certain to exercise
that option; and also periods covered by an option to terminate
the lease if the lessee is reasonably certain not to exercise
that option. The options that are reasonably certain of being
exercised is a key management judgement that the Group will
make. The Group determines the likeliness to exercise on a
lease-by-lease basis looking at various factors such as which
assets are strategic and which are key to future strategy of
the Group.
q) Adoption of the new and revised accounting standards
In the current year, there are no new and/or revised Standards
and Interpretations adopted in these Financial Statements
affecting presentation or disclosure and the reported result or
financial position.
r) Recently issued accounting standards to be
applied in future accounting periods
There are no accounting standards that have not been early adopted
for the year ended 30 June 2022 but will be applicable to the Group in
future reporting periods.
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RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT
2 OTHER EXPENSES
Compliance
Office expenses
Legal, insurance and registry
Loss on foreign currency
Other expenses
Total other expenses
3
INCOME TAX BENEFIT / (LOSS)
a) The components of income tax expense comprise:
Current income tax expense / (benefit)
b) The prima facie tax loss before income tax is reconciled to the income tax (benefit) /
expense as follows:
Net gain / (loss) for Resolution Minerals Ltd
Income tax rate
Prima facie tax benefit on loss from activities before income tax
Non-deductible amounts
Tax effect of temporary differences not brought to account as they do not meet the
recognition criteria
Deferred tax asset not realised as recognition criteria not met
Tax expenses / (benefits)
c) Deferred tax assets have not been recognised in respect of the following:
2022
$
98,868
126,925
90,982
609
76,214
393,598
2021
$
90,311
70,868
166,086
29,999
41,817
399,081
2022
$
2021
$
-
-
(1,003,371)
25%
(250,843)
30,816
(397,752)
(983,485)
30%
(295,046)
4,519
(269,305)
(617,779)
(559,832)
-
-
Total tax losses
12,509,969
10,752,649
Deferred tax asset not recognised
3,127,492
3,225,795
A net deferred tax asset of $3,127,492 (2021: $3,225,795) has not been recognised as it is not probable that within the immediate future that taxable
profits will be available against which temporary differences and tax losses can be utilised.
The Group is subject to income taxes in Australia. Significant judgement is required in determining the provision of income taxes. There are many
transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group
estimates its tax liabilities based on the Group’s understanding of the tax law. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such
determination is made.
The Group’s subsidiary, Resolution Minerals Alaska Inc, is subject to income taxes in the USA based on the expenditures on the 64North project.
4 EARNINGS PER SHARE
The weighted average number of shares for the purpose of diluted earnings per share can be reconciled to the weighted average number of ordinary
shares used in the calculation of basic earnings per share as follows:
Weighted average number of shares used in basic earnings per share
Weighted average number of shares used in diluted earnings per share
Profit / (loss) per share – basic and diluted (cents)
2022
#
614,219,378
614,219,378
(0.16)
2021
#
328,239,769
328,239,769
(0.30)
There were 203,653,754 options, performance rights and performance shares outstanding at the end of the year (2021: 183,559,770) that have not
been taken into account in calculating diluted EPS due to their effect being anti-dilutive.
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5 CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the following:
Cash at bank and in hand
Cash and cash equivalents
a) Reconciliation of cash at the end of the period.
2022
$
2,292,438
2,292,438
2021
$
1,751,998
1,751,998
The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows as follows:
Cash and cash equivalents
Restricted cash held by joint operation partner
Cash and cash equivalents
2,292,438
1,751,998
-
-
2,292,438
1,751,998
Restricted cash in not available for general use by the Group as this is held by the Millrock Resources, the operator of the 64North Project, for
authorised exploration in the US.
6 EXPLORATION AND EVALUATION EXPENDITURE
Opening balance
Expenditure on exploration during the year
Acquisition of projects
Exploration expenditure impaired
Joint operations
Closing balance
Expenditure is capitalised as follows:
Group owned assets
Joint operations
Total exploration and evaluation expenditure
2022
$
19,261,092
3,666,346
453,000
(1,964)
(431,395)
22,947,079
8,651,382
14,295,697
22,947,079
2021
$
10,536,621
8,108,486
860,000
(244,015)
-
19,261,092
7,436,564
11,824,528
19,261,092
The acquisition of projects includes the fair value of share based payments of $453,000 in total represented by the value of $250,000 for the Benmara
project (13,773,778 shares), $50,000 for the Murphy Project (2,469,984 shares) and $153,000 for the Carrara Project (9,000,000 shares).
Subsequent to the end of the 2021 financial year, the Group relinquished the Snettisham Project via sale to Millrock Resources for nominal
consideration. The disposal entitles the Group to participate in 30% of any future benefit derived from a transaction related to the Snettisham project by
Millrock for a period of 12 months.
The Group, through its US based subsidiary company, is currently in the process of incurring Stage 3 expenditure to earn a 51% interest by
31 January 2023.
STAGE
RML%
INTEREST
TRIGGER
EXPENDITURE
REQUIREMENT
US$
RML SHARE
MILESTONE
MILLROCK CASH
PAYMENT
US$
Commence earn-in – commenced in September 2019
Stage 1 by 31 Jan 2021
Stage 2 within a further 12 months of electing to earn
such further interest
Stage 3 within a further 12 months of electing to earn
such further interest
Stage 4 within a further 12 months of electing to electing
to earn such further interest
0%
30%
42%
51%
60%
Completed
Completed
Undertake
exploration
Undertake
exploration
Undertake
exploration
$900,000
n/a
$100,000
$2,350,000
10,000,000
$100,000
$2,350,000
10,000,000
$100,000
40
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT 64North Project Best Block Interest
STAGE
Bankable feasibility study (BFS)
First production
Total
RML%
INTEREST
TRIGGER
EXPENDITURE
REQUIREMENT
US$
70%
80%
80%
Complete BFS
BFS expenditure
Commence
production
Loan carry
Sole fund
RML SHARE
MILESTONE
n/a
n/a
MILLROCK CASH
PAYMENT
US$
$3,000,000
n/a
$3,000,000
The Group, through its US based subsidiary company, has earned a 42% interest (Stage 2) in the project during the year.
The earn-in terms were revised as summarised above and announced on the ASX on 9 February 2021 and updated on 31 January 2022.
7 PLANT & EQUIPMENT
Gross carrying amount
Additions
Disposals
Accumulated depreciation
Disposals
Depreciation expense
Net carrying amount
2022
$
309,966
264,662
(162,861)
411,767
(183,694)
104,299
(69,528)
(148,923)
262,844
2021
$
217,933
92,033
-
309,966
(142,227)
-
(41,467)
(183,694)
126,272
8a. RIGHT OF USE ASSETS
The Group leases an office space for the purposes of running of operations. The lease agreement has a two year lease period commitment.
i) AASB 16 related amounts recognised in the balance sheet
2022
$
2021
$
Right of use assets
Leased office – Keswick
Accumulated depreciation
Leased office – Magill
Accumulated depreciation
Total right of use asset
Movement in carrying amounts:
Leased Office:
Opening balance
Addition to right-of-use asset
Depreciation expense
Net carrying amount
ii) AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right-of-use assets
Interest expense on lease liabilities
60,023
(2,501)
57,522
14,540
(14,540)
-
57,522
-
74,562
(17,041)
57,522
17,041
119
-
-
-
-
-
-
-
-
-
-
-
-
-
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8b LEASE LIABILITY
Lease liability – current
Lease liability – non-current
Total lease liability
9 TRADE AND OTHER PAYABLES
Trade creditors
Payroll liabilities
Accrued expenses – 64North Project, Alaska
Accrued expenses – other
Total trade and other payables
2022
$
26,057
31,875
57,932
2022
$
135,615
38,856
435,767
77,407
687,645
2021
$
-
-
-
2021
$
598,354
17,102
199,255
223,148
1,037,859
All amounts are short term and the carrying values are considered to be a reasonable approximation of fair value.
10 ISSUED CAPITAL
a)
Issued and paid up capital
Fully paid ordinary shares
b) Movements in fully paid shares
Balance as 30 June 2020
Fair value of shares issued for the acquisition of projects
Share placements and option exercise
Option exercise (including fair value of options exercised)
Capital raising costs
Balance at 30 June 2021
Fair value of shares issued for the acquisition of projects
Share placements, SPP and option exercise
Option and rights exercise (including fair value of options and rights exercised)
Capital raising costs
Balance at 30 June 2022
2022
$
2021
$
29,365,765
23,558,922
206,433,688
27,500,000
213,145,926
600,000
-
14,944,312
860,000
8,519,765
28,710
(793,865)
447,679,614
23,558,922
25,243,762
347,534,871
3,825,000
-
453,000
5,568,794
127,748
(342,699)
824,283,247
29,365,765
The share capital of Resolution Minerals Ltd consists only of fully paid ordinary shares. All shares are eligible to receive dividends and the
repayment of capital and represent one vote at the shareholders’ meeting of Resolution Minerals Ltd.
The shares do not have a par value and the Company does not have a limited amount of authorised capital
In the event of winding up the Company, ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation.
c) Capital management
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure accordingly. The
Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of
the business. The Group’s capital is shown as issued capital in the statement of financial position.
42
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT 11 RESERVES
Share based payments are in line with the Resolution Minerals Ltd remuneration policy. Listed below are summaries of options and performance
rights granted:
2022
$
2021
$
WEIGHTED AVERAGE
EXERCISE PRICE
Share option reserve
Balance at 30 June 2020
Granted – broker remuneration
Granted – shareholders
Exercised
Lapsed
Balance at 30 June 2021
Granted – shareholders
Lapsed
Balance at 30 June 2022
All options vested upon issue except as stated above.
Performance rights reserve
Balance at 1 July 2020
Granted – KMP, employees and consultants
Exercised
Forfeited
Balance at 30 June 2021
Granted – KMP, employees and consultants
Exercised
Lapsed
Balance at 30 June 2022
Reconciliation of reserve movements
Rights issued to directors / employees / contractors
Options issued to brokers as remuneration
Options / rights exercised
Forfeited performance rights
Lapsed options
Total share based payments
Options / rights recognised in equity
Net share based payments recognised in statement of financial position
Share based payment classified as employee benefit expense in profit or loss
Net share based payment expense in profit or loss
31,748,225
5,000,000
128,688,212
(1,667)
(6,450,000)
158,984,770
79,359,111
(70,950,127)
167,393,754
1,250,965
192,342
-
-
(57,857)
1,385,450
-
(663,001)
722,449
NUMBER
OF RIGHTS
7,500,000
4,750,000
(600,000)
(250,000)
11,400,000
18,660,000
(3,825,000)
(3,275,000)
22,960,000
2022
$
134,548
-
(127,748)
(25,284)
(663,001)
(681,485)
(663,001)
(27,498)
107,049
109,263
0.14
0.12
0.06
0.20
0.25
0.07
0.03
0.25
0.06
2021
$
102,887
55,150
(28,710)
(4,933)
124,394
116,304
(127,748)
(25,284)
87,666
2021
$
55,150
192,342
(28,710)
(4,933)
(57,857)
155,992
163,001
(35,719)
(12,094)
50,217
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
43
During the 2021/22 year:
•
•
•
•
•
79,359,111 unquoted options were issued to investors;
70,950,127 quoted and unquoted options lapsed in accordance with the terms of those securities;
18,660,000 unquoted performance rights with KPI based vesting criteria were granted to KMP, employees and consultants;
3,825,000 unquoted performance rights were exercised; and
3,275,000 unquoted performance rights lapsed in accordance with the terms of those securities.
During the 2020/21 year:
•
•
•
•
•
•
5,000,000 unquoted options were issued as broker remuneration. The unquoted options have an exercise price of $0.12 and expiry of
30 September 2023. The fair value fair of the unquoted options is $192,342;
1,667 quoted options were exercised;
6,450,000 unquoted options lapsed in accordance with the terms of those securities;
4,750,000 unquoted performance rights with KPI based vesting criteria were issued to KMP, employees and consultants;
250,000 unquoted performance rights were exercised; and
600,000 unquoted performance rights lapsed in accordance with the terms of those securities.
Foreign Currency Translation Reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of subsidiaries
which do not have a functional currency of Australian Dollars. The reserve is also used to record exchange gains and losses on hedges of the net
investment in foreign operations.
Nature and purpose of reserves
The share option reserve and performance rights reserve is used to recognise the fair value of all options and performance rights. The foreign currency
reserves recognises gains and losses on revaluation of monetary and non-monetary assets and liabilities.
12 RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
Operating activities
Loss after tax
Share based payments
Depreciation and amortisation
Exploration costs expensed
Impairment expense
Net change in working capital
Net cash used in operating activities
13 AUDITOR REMUNERATION
Audit services
Auditors of Resolution Minerals Ltd – Grant Thornton
Audit and review of Financial Reports
Audit services remuneration
Other services
Auditors of Resolution Minerals Ltd – Grant Thornton
Taxation compliance
Total other services remuneration
Total remuneration received by Grant Thornton
44
2022
$
(1,003,371)
109,263
32,117
50,752
1,964
(124,368)
(933,643)
2021
$
(983,485)
50,217
20,056
27,119
244,015
(8,579)
(650,657)
2022
$
2021
$
42,000
42,000
8,800
8,800
50,800
33,250
33,250
4,700
4,700
39,750
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT 14 COMMITMENTS AND CONTINGENCIES
In order to maintain rights of tenure to exploration permits, the Group has certain obligations to perform minimum exploration work and expend
minimum amounts of money. The Group’s exploration licence tenements are renewable on an annual basis at various renewal dates throughout the
year and the amount of each expenditure covenant is set by the relevant state’s Minister at the time of each renewal grant.
The Group’s exploration commitments are related to the Carrara Range project (acquired during the year) and are detailed below:
Within one year
Within two years to five years
2022
$
151,000
644,000
795,000
2021
$
-
-
-
The Group leases an office space for the purposes of running of operations. The lease agreement has a two year lease period commitment. The Group
vacated the office in Magill South Australia during the year.
Within one year
Within two years to five years
15 RELATED PARTY TRANSACTIONS
The Company’s related party transactions include its key management personnel.
a) Transactions with key management personnel
Short-term benefits
Post-employment benefits
Share based payments
Total remuneration
The following transactions occurred with KMP:
2022
$
-
-
-
2022
$
491,400
24,190
80,308
595,898
2021
$
23,000
-
23,000
2021
$
449,838
23,352
23,843
497,033
Payment for professional services to entities associated with entities associated with
KMP as listed below.
113,061
130,738
Payables for professional services at reporting date
9,914
9,450
Transactions with key management personnel are made at normal at market rates. Outstanding balances are unsecured and are repayable in cash.
Duncan Chessell
Resolution Minerals had sought the provision of vehicle hire services from Magill Consulting Pty Ltd. The services are on arms-length terms. During
the period 1 July 2021 and 30 June 2022 $6,247 + GST has been paid in relation to these services (2021: $5,978). The total amount of fees due to Magill
Consulting Pty Ltd as at 30 June 2022 was $Nil (2021: $Nil).
Jarek Kopias
Kopias Consulting, a business of which Jarek Kopias is a Director, was paid consulting fees in relation to the year totaling $113,525 (2021: $132,688)
and is disclosed in the remuneration report. The total amount of fees due to Kopias Consulting as at 30 June 2022 was $9,914 (2021: $9,450).
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
45
16. EMPLOYEE REMUNERATION
a) Employee benefits expense
Expenses recognised for employee benefits are analysed below:
Salaries / contract payments for Directors and employees
Share based payments – Director and employee options
Defined contribution superannuation expense
Other employee expenses
Less: Transfer to exploration assets
2022
$
2021
$
1,075,545
107,049
60,583
58,737
(761,804)
540,110
882,727
45,132
46,838
10,578
(691,406)
293,869
b) Share based employee remuneration
As at 30 June 2022 the Group maintained a share option plan and performance share plan for employee and director remuneration. During the
year there were 5,750,000 performance rights granted as KMP, employee and consultant remuneration.
The table below outlines the inputs used in the Monte Carlo fair value calculation for the performance rights:
Exercise price
Right life
Underlying share price
Expected share price volatility
Risk free interest rate
Weighted average fair value per right
Weighted average contractual life
Range of values
Nil
3.75 years to 5 years
$0.016 to $0.018
106% to 130%
0.56% to 2.05%
$0.02
3.9 years
Details of rights issued to KMP are provided in the remuneration report.
All unvested Performance Rights will lapse within 3 months of the officer ceasing to be engaged by the Company.
There were no remuneration options on issue as at 30 June 2021 and 30 June 2022.
Fair value of options granted
The fair value at grant date of the Director options has been determined using a Black and Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the non- tradeable nature of the option, 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.
Fair value of performance rights granted
The fair value at grant date of the Director, KMP and employee performance rights has been determined using a Monte Carlo pricing model that takes
into account the term of the right, the impact of dilution, the impact of the KPI on the underlying share price, the non-tradeable nature of the right, 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 right
17 INVESTMENTS IN CONTROLLED ENTITIES
Controlled Entities
The Company has the following subsidiaries:
NAME OF SUBSIDIARY
COUNTRY OF INCORPORATION
CLASS OF SHARES
PERCENTAGE HELD 2021
PERCENTAGE HELD 2022
Mangrove Resources Pty Ltd
Xavier Resources Pty Ltd
Curie Resources Pty Ltd
Resolution Minerals Gold LLC
N23 LLC
Resolution Minerals Alaska Inc
Australia
Australia
Australia
USA
USA
USA
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100%
100%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
46
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT 17 FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT
The Group’s financial instruments consist mainly of deposits with banks and accounts receivable and payable.
The total for each category of financial instruments are as follows:
NOTE
Financial assets
Cash and cash equivalents
Other assets
Financial liabilities
Trade payables
2,292,438
130,172
2,422,610
687,645
687,645
1,751,998
41,643
1,793,641
1,037,859
1,037,859
Financial risk management policy
Risk management is carried out by the Managing Director under policies approved by the Board of Directors. The Board provides written principles for
overall risk management, as well as policies covering specific areas, such as interest rate and credit risk.
a) Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to
financial liabilities.
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate working capital is maintained for the coming
months. Upcoming capital needs and the timing of raisings are assessed by the board.
Financial liabilities are expected to be settled within 12 months.
b) Interest rate risk
The Group’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result in changes in market interest rates.
Cash is the only asset affected by interest rate risk as cash is the Group’s only financial asset exposed to fluctuating interest rates.
The Group is exposed to interest rate risk on cash balances and term deposits held in interest bearing accounts. The Board constantly monitors its
interest rate exposure and attempts to maximise interest income by using a mixture of fixed and variable interest rates, whilst ensuring sufficient
funds are available for the Group’s operating activities. The Group’s net exposure to interest rate risk at 30 June 2022 approximates the value of
cash and cash equivalents.
c) Sensitivity analysis
Interest rate
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at reporting date. This sensitivity analysis demonstrates
the effect on the current year results and equity which could result from a change in these risks.
2022
Interest rate
2021
Interest rate
SENSITIVITY
+ 1.65%
- 1.65%
SENSITIVITY
+ 1.65%
1.65%
EFFECT ON PROFIT
$
EFFECT ON EQUITY
$
+33,441
-33,441
+33,441
-33,441
EFFECT ON PROFIT
$
EFFECT ON EQUITY
$
+39,422
-39,422
+39,422
-39,422
* The method used to arrive at the possible change of 165 basis points (2021: 165 basis points) was based on the analysis of the absolute
nominal change of the Reserve Bank of Australia (RBA) monthly issued cash rate. Historical rates indicate that for the past five financial years,
interest rate movements ranged between 0 to 165 basis points. It is considered that 165 basis points a ‘reasonably possible’ estimate as it
accommodates for the maximum variations inherent in the interest rate movement over the past five years.
d) Foreign exchange risk
Foreign exchange risk arises from the possibility that the Group might encounter fluctuations in the exchange rate from the time a contract is
executed to the time of settlement. The Group manages foreign exchange risk by monitoring forecast foreign cash flows and ensuring that where
appropriate foreign currency is purchased to meet future foreign cash flow needs. The Group does not actively hedge currency and assesses the
appropriateness of future foreign currency contracts on a case by case basis.
e) Net fair values of financial assets and financial liabilities
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair values of all financial assets and liabilities of the Group approximate their carrying values.
The net fair values of financial assets and liabilities are determined by the Group based on the following:
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47
18 PARENT ENTITY INFORMATION
Information relating to Resolution Minerals Ltd (the parent entity).
Statement of financial position
Current assets
Total assets
Current and total liabilities
Issued capital
Retained losses
Share based payments reserve
Statement of profit of loss and other comprehensive income
Loss for the year
Total comprehensive loss for the year
2022
$
1,954,363
24,779,661
316,444
29,365,765
5,480,638
828,359
971,126
971,126
2021
$
1,723,081
20,041,416
395,431
23,558,922
5,422,781
1,509,844
1,000,094
1,000,094
All contingent liabilities and contractual commitments disclosed elsewhere in this report are entered into by the parent entity.
There are no guarantees entered into in relation to debts of subsidiaries.
19 SEGMENT PARENT ENTITY INFORMATION
This is the first year that the Group has commenced reporting on segments that have been established due to significant exploration activities in
Alaska. Contributions by business segment based on geographical location are:
1 Wollogorang, Benmara and Carrara Projects in Australia – copper and cobalt exploration.
2 64North and Snettisham Projects in Alaska, USA – predominantly gold exploration, includes vanadium and iron.
3 Unallocated corporate expenditure.
2022
Income
Interest income
Other income
Expenses
Exploration expense
Impairment expense
Depreciation
Total expenses
EXPLORATION
AUSTRALIA
$
EXPLORATION
USA
$
-
-
(48,277)
(1,964)
-
-
-
-
(2,476)
-
-
-
Profit / (Loss) before tax
(50,241)
(2,476)
UNALLOCATED
$
1,265
42,039
-
-
32,117
(1,026,075)
(950,654)
-
-
2,742,975
2,742,975
218,611
TOTAL
$
1,265
42,039
(50,753)
(1,964)
32,117
(1,026,075)
(1,003,371)
-
22,947,079
2,742,975
25,690,054
784,738
-
-
8,651,382
14,295,697
-
-
8,651,382
14,295,697
97,832
468,295
8,553,550
13,827,402
2,524,364
24,905,316
Balance sheet
Restricted cash
Exploration and evaluation assets
All other assets
Total assets
Total liabilities
Net assets
48
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT 2021
Income
Interest income
Other income
Expenses
Exploration expense
Impairment expense
Total expenses
Profit / (Loss) before tax
Balance sheet
Exploration and evaluation
All other assets
Total assets
Total liabilities
Net assets
EXPLORATION
AUSTRALIA
$
EXPLORATION
USA
$
UNALLOCATED
$
-
-
(27,166)
(244,015)
-
(271,181)
-
-
47
-
-
47
-
7,436,564
11,824,528
-
-
7,436,564
11,824,528
253,129
696,099
408
101,620
-
-
(814,379)
(712,351)
-
-
1,919,913
1,919,913
142,303
TOTAL
$
408
101,620
(27,119)
(244,015)
(814,379)
(983,485)
19,261,092
1,919,913
21,181,005
1,091,531
7,183,435
11,128,429
1,777,610
20,089,474
20 PERFORMANCE SHARES
The following disclosure is a condition of the Company’s admission to ASX. On 4 September 2017 the Company issued 13,175,000 class A and class B
performance shares as detailed in the table below:
CLASS OF PERFORMANCE SHARES
GRANT DATE
EXPIRY DATE
EXERCISE PRICE OF SHARES
NUMBER ON ISSUE
Class A
Class B
Total performance shares
4 September 2017
4 September 2022
4 September 2017
4 September 2022
$Nil
$Nil
9,600,000
3,575,000
13,175,000
There were no performance shares converted or cancelled during the reporting period and no vesting conditions were met during the reporting
period. Each performance share is convertible into one ordinary share upon vesting.
The milestones associated with each class of Performance Share are listed below.
(Conversion on achievement of Class A Milestone)
Each Class A Performance Share will convert into a Share on a one for one basis upon the earlier of:
i)
ii)
the Company announcing to ASX the delineation of an Inferred (or higher category) Mineral Resource in accordance with the JORC Code
containing at least 6,000 tonnes Cobalt equivalent, at a grade of 0.12% Cobalt equivalent or greater (reported in accordance with clause 50 of the
JORC Code), on the Tenements (Class A Resource Estimate Milestone); or
the Company selling or transferring (directly or indirectly) for value of at least $5 million to a third party (being any person or entity other than a
wholly-owned subsidiary of the Company) 100% of the shares of Mangrove, or 100% of the Company’s legal or beneficial interest in the Tenements
(Class A Disposal Milestone),
within 5 years after Completion (each a Class A Milestone).
(Conversion on achievement of Class B Milestone)
Each Class B Performance Share will convert into a Share on a one for one basis upon the earlier of:
i)
ii)
the Company announcing to ASX the delineation of an Inferred (or higher category) Mineral Resource in accordance with the JORC Code
containing at least 15,000 tonnes Cobalt equivalent, at a grade of 0.12% Cobalt equivalent or higher (reported in accordance with clause 50 of the
JORC Code), on the Tenements (Class B Resource Milestone); or
the Company selling or transferring (directly or indirectly) for value of at least $20 million to a third party (being any person or entity other than
a wholly-owned subsidiary of the Company) 100% of the shares of Mangrove, or 100% of the Company’s legal or beneficial interest in the
Tenements, (Class B Disposal Milestone),
within 5 years after Completion (each a Class B Milestone).
2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
49
21 GOING CONCERN BASIS OF ACCOUNTING
The financial report has been prepared on the basis of a going concern. During the year ended 30 June 2022 the Group recorded a net cash outflow
from operating and investing activities of $4,790,360 and an operating loss of $1,003,371. These conditions give rise to a material uncertainty that may
cast significant doubt upon the Group’s ability to continue as a going concern.
The ability of the Group to continue to pay its debts as and when they fall due is dependent upon the entity successfully continuing the development of
its exploration assets and raising additional funds which may be from a variety of means inclusive of, but not limited to issue of new equity, debt, asset
sales or entering into joint venture arrangements on mineral properties.
The Directors believe it is appropriate to prepare these accounts on a going concern basis because Directors will not commit to expenditure unless
sufficient funding has been sourced.
If additional capital is not obtained, the going concern basis may not be appropriate, with the result that the group may have to realise its assets and
extinguish its liabilities, other than in the ordinary course of business and at amounts different from those stated in the interim financial report. No
allowance for such circumstances has been made in the interim financial report.
22 EVENTS ARISING SINCE THE END OF THE REPORTING PERIOD
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the
Group, the results of those operations or the state of affairs of the Group in subsequent financial years other than those described below.
Subsequent to the end of the financial year, the Company issued the following equity securities:
1 July 2022
5,000,000 placement shares as approved by shareholders.
3,101,833 broker fee shares.
15,380,000 performance rights as director and employee remuneration.
14 July 2022
160,091,648 quoted options with an exercise price of $0.015 and expiry of 31 July 2025 (ASX: RMLO) attaching to a share
placement undertaken in May 2022.
208,679,503 RMLO options under a rights issue.
38,772,912 RMLO options as broker fees.
21 July 2022
166,050,000 RMLO options as shortfall under a rights issue.
13,284,374 RMLO options as broker shortfall fees.
17 August 2022
32,000,000 shares at $0.01 each under a placement.
19 August 2022
17,361,112 shares as consideration for the acquisition of the Carrara Range tenements. The acquisition of the tenements
was announced on 27 September 2021. The consideration for the final stage of the agreement of outright purchase of the
tenements comprised a payment of $250,000 in shares, at Resolution’s election.
4 September 2022
13,175,000 performance shares lapsed in accordance with the terms of those securities.
20 September 2022
75,000,000 shares at $0.008 each under a placement.
35,499,621 RMLO options as shortfall under a rights issue.
2,129,977 RMLO options as broker shortfall fees.
On 1 July 2022, the Company appointed Steven Groves as Managing Director.
On 14 September 2022, the Company appointed Mark Holcombe to the board.
On 28 September, Mr Andrew Shearer resigned as a director of the Company and on 29 September, 1,750,000 performance rights issued to
Mr Shearer were cancelled.
50
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT DIRECTORS’ DECLARATION
In the opinion of the Directors of Resolution Minerals Ltd:
a) the consolidated financial statements and notes of Resolution Minerals Ltd are in
accordance with the Corporations Act 2001 (Cth), including:
i) giving a true and fair view of its financial position as at 30 June 2022 and of its
performance for the financial year ended on that date; and
ii) complying with Australian Accounting Standards (including the Australian
Accounting Interpretations) and the Corporations Regulations 2001 (Cth); and
b) there are reasonable grounds to believe that Resolution Minerals Ltd will be able to
pay its debts when they become due and payable.
Note 1 confirms that the consolidated financial statements comply with International
Financial Reporting Standards.
Signed in accordance with a resolution of the Directors:
Craig Farrow
Chair
Adelaide
30 September 2022
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INDEPENDENT AUDIT REPORT
Grant Thornton Audit Pty Ltd
Grant Thornton House
Level 3
170 Frome Street
Adelaide SA 5000
GPO Box 1270
Adelaide SA 5001
T +61 8 8372 6666
Independent Auditor’s Report
To the Members of Resolution Minerals Ltd
Report on the audit of the financial report
Opinion
We have audited the financial report of Resolution Minerals Ltd (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2022, the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies, and the Directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance for
the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the 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 (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
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RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT
INDEPENDENT AUDIT REPORT, continued
Material uncertainty related to going concern
We draw attention to Note 21 in the financial statements, which indicates that the Group incurred a net loss of
$1,003,371 during the year ended 30 June 2022, and as of that date, the Group’s net cash outflow from
operating and investing activities of $4,790,360. As stated in Note 21, these events or conditions, along with
other matters as set forth in Note 21, indicate that a material uncertainty exists that may cast doubt on the
Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Exploration and evaluation assets - Note 6
At 30 June 2022 the carrying value of exploration and
evaluation assets was $22,947,079.
Our procedures included, amongst others:
• obtaining the management reconciliation of
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources, the Group is required
to assess at each reporting date if there are any
triggers for impairment which may suggest the carrying
value is in excess of the recoverable value.
•
capitalised exploration and evaluation expenditure
and agreeing to the general ledger;
reviewing management’s area of interest
considerations against AASB 6;
The process undertaken by management to assess
whether there are any impairment triggers in each area
of interest involves an element of management
judgement.
This area is a key audit matter due to the significant
judgement involved in determining the existence of
impairment triggers.
• conducting a detailed review of management’s
assessment of trigger events prepared in
accordance with AASB 6 including;
−
tracing projects to statutory registers, exploration
licenses and third party confirmations to
determine whether a right of tenure existed;
− enquiry of management regarding their intentions
to carry out exploration and evaluation activity in
the relevant exploration area, including review of
management’s budgeted expenditure;
− understanding whether any data exists to
suggest that the carrying value of these
exploration and evaluation assets are unlikely to
be recovered through development or sale;
• assessing the accuracy of impairment recorded for
the year as it pertained to exploration interests;
• evaluating the competence, capabilities and
objectivity of management’s experts in the
evaluation of potential impairment triggers; and
• assessing the appropriateness of the related
financial statement disclosures.
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INDEPENDENT AUDIT REPORT, continued
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2022, 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 we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors’ for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’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 Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in the Directors’ report for the year ended 30 June 2022
In our opinion, the Remuneration Report of Resolution Minerals Ltd, for the year ended 30 June 2022
complies with section 300A of the Corporations Act 2001.
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RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT
INDEPENDENT AUDIT REPORT, continued
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
I S Kemp
Partner – Audit & Assurance
Adelaide, 30 September 2022
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ASX ADDITIONAL INFORMATION
Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out below. This
information is effective as at 31 August 2022.
The Company is listed on the Australian Securities Exchange.
There are 9,000,000 RML shares subject to voluntary escrow as at 31 August 2022 – 2,000,000 to 7 February 2023 and 7,000,000 to 1
April 2023.
There is no current on-market buy-back.
SUBSTANTIAL SHAREHOLDERS
There are no substantial shareholders of the Company at 31 August 2022.
VOTING RIGHTS
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.
Performance Shares – Class A and B
No voting rights.
Performance Rights
Options
No voting rights.
No voting rights.
DISTRIBUTION OF EQUITY BY SECURITY HOLDERS
HOLDING
1 – 1,000
1,001 – 5,000
5,001 – 10,000
ORDINARY
SHARES
RML
#
127
306
221
10,001 – 100,000
1,013
%
0.00
0.10
0.22
5.37
100,001 and over
815
94.31
2,4821
Number
of holders
Securities
on issue
QUOTED
OPTIONS
30 SEP 23 $0.12
RMLOB
%
0.00
0.00
0.00
6.36
93.64
#
1
1
0
88
105
195
UNQUOTED
OPTIONS
31 JUL 25 $0.015
RMLO
PERFORMANCE
SHARES
CLASS A
PERFORMANCE
SHARES
CLASS B
PERFORMANCE
RIGHTS
OPTIONS
%
0.00
0.01
0.03
1.08
98.88
#
10
28
20
148
219
425
-
-
-
-
7
7
-
-
-
1
6
7
-
-
-
-
9
9
-
-
-
50
135
185
881,746,192 100.00
74,634,643
100.00 586,878,437
100.00
9,600,0002 3,575,0003
38,340,0004 92,884,1115
1 There were 1,176 holders of less than a marketable parcel of ordinary shares ($500 amounts to 41,667 shares at $0.012).
2 Ms Michelle Braham holds 2,600,000 Class A Performance shares.
3 Ms Michelle Braham holds 950,625 Class B Performance shares.
4 Performance Rights were issued under the Company’s Performance Share Plan.
5 Unquoted options:
– 79,484,111 unquoted options with exercise price of $0.03 and expiry of 15 December 2023
– 13,400,000 unquoted options with exercise price of $0.10 and expiry of 30 November 2022 – 5,900,000 held by Taycol Nominees Pty Ltd <211 A/C>.
56
RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT TWENTY LARGEST HOLDERS OF ORDINARY SHARES – RML
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
BNP Paribas Nominees Pty Ltd ACF Clearstream
Acuity Capital Investment Management Pty Ltd
State One Nominees Pty Ltd
Mr Moshe Mordechai Schreiber
Millrock Resources Inc
Mrs Hui Ying Chen
Ms Michelle Jane Braham
Mr David John Rawlings
Strategic Energy Resources Limited
ASB Nominees Limited <123619 A/C>
Mr Qingquan Li
3-29 KWS P/L <3-29 KWS Unit A/C>
Strut Pty Ltd
Leet Investments Pty Limited
BNP Paribas Nominees Pty Ltd
Mr Junlong Liang
Citicorp Nominees Pty Limited
BNP Paribas Nominees Pty Ltd Barclays
Mr Jacob Steven Menzie
Leet Investments Pty Limited
Total ordinary shares on issue
NO. OF SHARES HELD
% HELD
33,082,972
32,005,599
27,333,310
25,000,000
23,100,000
19,000,000
15,488,750
13,349,306
13,273,778
12,902,288
12,300,000
11,685,021
10,449,621
10,333,332
10,161,563
10,147,111
8,968,652
7,797,698
7,391,913
7,300,000
3.75
3.63
3.10
2.84
2.62
2.15
1.76
1.51
1.51
1.46
1.39
1.33
1.19
1.17
1.15
1.15
1.02
0.88
0.84
0.83
311,070,914
881,746,192
35.28
100.00
TWENTY LARGEST HOLDERS OF QUOTED OPTIONS – RMLOB ($0.12 / 30 SEPTEMBER 2023)
NO. OF OPTIONS HELD
% HELD
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Palisades Goldcorp Ltd
Merrill Lynch (Australia) Nominees Pty Limited
Mr Peter Hendry
Heagra Pty Limited
Coldaw Pty Ltd
Strut Pty Ltd
Prosperity Fund Pty Ltd
Ms Susan Lavertu
M & K Korkidas Pty Ltd
Mrs Maria Rontziokos & Mr Fotios Rontziokos
Taycol Nominees Pty Ltd <211 A/C>
Mr Sean Anthony Faherty
Mr Jason Tang
Mr Owen Hunter Waldron & Mrs Janet Christine Waldron
Mr Bill Rontziokos & Miss Georgina Vardakas
Mr Edwin Charles Laurence Parker & Ms Christine Melissa Ireland
Mr Gary Colman & Mrs Jacqueline Colman
PAC Partners Securities Pty Ltd
Mr Craig Russell Stranger
Mr Ryan George Armstrong
Total quoted options on issue
12,428,571
7,857,143
5,000,000
3,000,000
2,582,363
2,500,000
1,688,363
1,677,143
1,500,010
1,500,000
1,325,000
1,156,546
1,154,510
1,099,057
850,000
784,539
691,390
675,000
625,000
625,000
16.65
10.53
6.70
4.02
3.46
3.35
2.26
2.25
2.01
2.01
1.78
1.55
1.55
1.47
1.14
1.05
0.93
0.90
0.84
0.84
48,719,635
74,634,643
65.29
100.00
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ASX ADDITIONAL INFORMATION, continued
TWENTY LARGEST HOLDERS OF QUOTED OPTIONS – RMLO ($0.015 / 31 JULY 2025)
NO. OF OPTIONS HELD
% HELD
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Matthew Burford Super Fund Pty Ltd
Mr Jason Tang
Rotherwood Enterprises Pty Ltd
Mr Menachem Mendel Rogatsky
Apeiron Capital Pty Ltd
Mr Geoff Barnes
Trinity Direct Pty Ltd
Mr David John Rawlings
SP Capital Fund Pty Ltd
Dealaccess Pty Ltd
Heagra Pty Limited
M & K Korkidas Pty Ltd
Mr Joshua Gordon
Still Capital Pty Ltd
Mr Craig Russell Stranger
Karpas Pty Ltd
Tango88 Pty Ltd
Mr Errol Bome & Mrs Melanie Bome
Mr Dominic Dirupo
BNP Paribas Nominees Pty Ltd Barclays
Total quoted options on issue
27,600,000
25,000,000
21,724,781
20,000,000
17,708,228
17,666,666
17,647,056
16,943,661
15,816,105
15,617,187
13,000,000
11,735,945
11,452,603
11,374,998
10,522,697
10,000,000
10,000,000
10,000,000
9,562,500
8,939,394
4.70
4.26
3.70
3.41
3.02
3.01
3.01
2.89
2.69
2.66
2.22
2.00
1.95
1.94
1.79
1.70
1.70
1.70
1.63
1.52
302,311,821
586,878,437
51.50
100.00
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RESOLUTION MINERALS LTD | 2022 ANNUAL REPORT 2 0 2 2 A N N U A L R E P O R T | R E S O L U T I O N M I N E R A L S LT D
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