2 0 2 3
ANNUAL REPORT
ACN 617 789 732
CORPORATE INFORMATION
This Annual Report covers Resolution
Minerals Ltd (“Resolution Minerals”,
“Resolution” “RML” or the “Company”).
The financial report is presented in
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
Directors
Duncan Chessell
NON-EXECUTIVE CHAIR
Christopher McFadden
MANAGING DIRECTOR
Paul Kitto
NON-EXECUTIVE TECHNICAL DIRECTOR
CFO/Company Secretary
Jaroslaw (Jarek) Kopias
Registered & Principal Office
Level 4, 29-31 King William Street
ADELAIDE SA 5000
Telephone: +61 (0) 414 804 055
Postal Address
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
RMLOB – quoted options exercise price
$0.12 and expiry 30 September 2023
RMLO – quoted options exercise price
$0.015 and expiry 31 July 2025
Share Registry
Automic
GPO Box 5193
SYDNEY NSW 2001
Telephone: +61 2 9698 5414
2
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT CONTENTS
CORPORATE INFORMATION
CHAIR’S LETTER
REVIEW OF OPERATIONS
MINERAL RESOURCE STATEMENT
TENEMENT SCHEDULE
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
15
16
17
31
32
33
34
35
36
54
55
59
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CHAIR’S LETTER
Resolution Minerals’ DNA is early-stage exploration, and while
More recently, we staked the Allegra Nickel Project in Alaska.
that hasn’t changed, the Company has positioned itself to
This project is located along strike from Alaska Energy Metals’
leverage the emerging super-cycle for New Energy Metals, such
Eureka Nickel Prospect and has provided RML with a solid
as copper, high-purity silica sands, manganese, uranium and
ground position in an emerging nickel hotspot.
lithium in the transition to a carbon-neutral economy.
In the underexplored South Nicholson Basin, we have
In this context, we have been working diligently over the past
commenced our first drilling program in collaboration with our
year to expand our New Energy Metals Projects portfolio and
JV partner, BHP, at the Benmara Battery Metals Project.
simultaneously working to divest assets that don’t fit the strategy
or meet technical merit criteria.
On the corporate side, we appointed Chris McFadden as the
new Managing Director. Chris has over 25 years of exploration
We identified the George Project in South Australia because of
and mining experience and has brought new energy to the
its prospectivity for uranium. Uranium offers a clean, affordable,
company. With Chris and the exploration team in place, the
and reliable baseload power source, likely to become a critical
board restructuring complete and robust shareholder support
part of the solution for a net-zero emissions future. During
from North America, I firmly believe the company is well-
our initial project review, the exploration team identified the
positioned for success in the year ahead.
near-surface Etadunna High Purity Silica Sand Prospect.
This lesser-known industrial mineral plays a significant role
in manufacturing high-quality solar panels and offers us the
potential to become a producer in the short term.
We acquired a 5% stake in Midwest Lithium, a company that is
soon to IPO and has obtained a large holding in the Black Hills
Region of South Dakota – an area with a rich history of lithium-
spodumene production yet relatively under-explored using
modern techniques.
On behalf of the RML team, I want to express gratitude for
your support, and I look forward to the ongoing pursuit of a
significant discovery.
Duncan Chessell
Chair
Resolution Minerals
4
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT REVIEW OF OPERATIONS
Figure 1 Drilling at the Wollogorang Project (October 2022).
2022/23 has been another productive year for
At the time of writing the Resolution team’s exploration activities
Resolution Minerals. The Company has undertaken
over the past year included:
exploration on several of its existing projects as
• Commencing a major drilling campaign at the Benmara
well as expanding its portfolio of New Energy
Metals projects. Low-cost licence applications
were granted for the George Silica Sand - Uranium
Project in South Australia as well as for the Allegra
Nickel Project in Alaska. A seed capital investment
Project in the Northern Territory in conjunction with the BHP
Group pursuant to the exploration and farm-in agreement
executed with OZ Minerals Limited.
• Pursuing an agreement with the Traditional Owners of the
land that hosts the George Project in South Australia to
gain the necessary clearances to commence a sampling
was also made in Midwest Lithium, a private USA-
programme to assess the High Purity Silica Sand potential of
based hard rock lithium exploration company that
that project.
is focused on the prospective Black Hills region of
• Undertaking a drilling program at the Wollogorang Project
South Dakota.
and announcing plans to seek buyers for the project. The
company has subsequently announced the sale of the
project to NT Minerals Ltd.
• Completing a drilling programme in conjunction with a
regional geophysics and surface sampling programme at the
64North Project in Alaska.
2 0 2 3 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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REVIEW OF OPERATIONS, continued
Figure 2 Resolution’s projects (September 2023)
NEW ENERGY METALS PROJECTS
Resolution is currently focussed on developing a portfolio of quality, New
Energy Metals projects with commodities required to meet future global
demands for a carbon-neutral economy. RML has a number of projects
prospective for metals such as copper, nickel, high-purity silica sand, cobalt,
manganese, lead, zinc, uranium and holds ~5% stake in Midwest Lithium
– all commodities in high demand to meet the challenges of the global
energy transition and the production of electric vehicles, wind turbines and
solar panels.
6
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT REVIEW OF OPERATIONS, continued
Figure 3 Location map of Resolution Minerals’ projects in the Northern Territory. These projects encompass some of Australia’s most
prospective, under-explored terrain for battery and base metals. The projects are in the South Nicholson Basin. The region plays host to
several significant base metal deposits including the McArthur River Mine, Walford Creek Deposit and the Century Mine.
Figure 4 Benmara drilling.
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REVIEW OF OPERATIONS, continued
BENMARA PROJECT, NORTHERN TERRITORY
Copper, lead, zinc, uranium
OVERVIEW
Resolution Minerals holds a ground
position of over 3,000km2 on the
northern edge of the South Nicholson
Basin, one of Australia’s most under-
explored sedimentary basins. The
Benmara project is cut by several fault
systems, which cross-cut sedimentary
packages, analogous to host rocks of
the world-class McArthur River Mine,
Walford Creek Deposit, and several other
significant deposits in the region. The
Project is fully funded through a Farm-in
agreement with the BHP Group.
OWNERSHIP
Resolution has de-risked the Benmara
project by entering into an earn-in
and joint venture arrangement with
OZ Minerals Limited (now part of the
BHP Group following a takeover of
OZ Minerals Limited by the BHP Group)
whereby the BHP Group will sole fund
exploration, up to $4M over five years,
to earn a 51% interest in Benmara.
Resolution may retain a 49% interest by
electing to participate upon BHP earning
a 51% interest. If Resolution elects not
to participate, BHP 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, BHP has a further 5 years to
complete their earn-in.
8
Figure 5 Location map of Benmara Project and the Fish River and Bauhinia Fault zones.
• Resolution was awarded a $150,000
Geophysical Drilling Collaboration
(GDC) Grant by the Resourcing the
Territory initiative for stratigraphic
diamond drilling (ASX Announcement
07/07/2023).
• Drill targeting was finalised in
mid-July 2023 (ASX Announcement
18/07/2023) and drilling commenced
in late July 2023. The planned 2,000m
diamond drilling program was
completed in late September 2023.
EXPLORATION ACTIVITIES
•
In August 2022, additional tenements
were acquired from Cedar
Resources expanding the Benmara
project footprint to over 3,000km2
(ASX Announcement 19/08/2022).
• OZ Minerals completed it’s due
diligence for the Farm-in and JV
Agreement after environmental and
heritage approvals were granted
(ASX Annoucement 08/09/2022).
•
In preparation for the 2023
drilling season the Resolution
team completed a major desktop
review of the project, including
geophysical data reprocessing and
3D inversion modelling.
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT REVIEW OF OPERATIONS, continued
WOLLOGORANG PROJECT, NORTHERN TERRITORY
Copper, cobalt
OVERVIEW
The Wollogorang project covers
3,825km2 of the highly prospective
McArthur Basin which is known to
OWNERSHIP
The Wollogorang Project is 100%-owned
EXPLORATION ACTIVITIES
• A heritage survey was completed
by Resolution. In March 2023, RML
in Q3 2022, with no restrictions
announced that it would seek to
on access. This was followed by
contain sedimentary hosted battery
monetise the Wollogorang Project to
significant new track work in Q4,
metals such as copper, cobalt and hard
focus funds on its other New Energy
2022.
rock uranium. Other explorers active in
Metals Projects. In September 2023
the area include Teck, BHP, Rio Tinto,
RML announced that it has reached
NT Minerals and South 32. The project
agreement with NT Minerals Ltd for the
is positioned on Geoscience Australia’s
sale of its 100% interest in the project
newly identified base metal corridor – on
for $250,000 comprised of $50,000
which 90% of world’s largest sediment
cash and $200,000 worth of shares
hosted base metal deposits reside
in NT Minerals Ltd. The transaction is
• Drilling commenced Q4, 2022 (ASX
Announcement 06/10/2022). Only
50% (3000m) of the planned drilling
program was completed due to the
late season start and the onset of
wet season.
(Hoggard et al., 2020).
expected to complete before the end of
• No significant mineralisation
September 2023.
was encountered. In March 2023
OZ Minerals opted to withdraw from
the Farm-in and JV Agreement (ASX
Release 14/03/2023).
The project contains proven
mineralisation with the Stanton Cobalt
Deposit: 942kt @ 0.13% Co, 0.06% Ni,
0.12% Cu (RML announcement 9/4/18)
and a number of other copper prospects
in the tenement package. A VTEM survey
flown in 2021 identified 40 conductors
highlighting the sediment hosted copper
potential of the project.
Figure 6 Drilling at Wollogorang Project.
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REVIEW OF OPERATIONS, continued
CARRARA RANGE PROJECT, NORTHERN TERRITORY
Manganese, copper, lead, zinc, cobalt
OVERVIEW
The Carrara Range Project covers
1,271km2 of terrain prospective for
sediment hosted battery metals and iron-
EXPLORATION ACTIVITIES
• Resolution applied to the Northern
• A helicopter reconnaissance field
Land Council (NLC) to progress
trip was conducted in Q3, 2023 to
Aboriginal Freehold Land tenement
progress work on the granted tenure
ore. The area is underexplored and only
application to grant stage. Field work
located outside of the Aboriginal
recently (2020), Geoscience Australia
for the greater project (including
Freehold Land targeting manganese
geologists identified a promising high-
granted tenure) was delayed until
within the Plain Creek Formation.
grade manganese mineral occurrence at
the outcome was known. The grant
surface within RML’s tenure.
process for three applications in
OWNERSHIP
RML acquired the Carrara Range project
freehold aboriginal land EL32578,
EL32619 and EL32621 was
unsuccessful on this occasion.
from Cientifica Pty Ltd in February 2022
The applications are still valid but
and now holds a 100% unencumbered
in moratorium for 5 years until
interest in the tenements: EL32622,
Resolution has the right to negotiate
EL32620, EL32577, EL32621, EL32619
grant. This in no way affects the three
and EL32578.
granted ELs.
Figure 7 Field work at Carrara Range Project.
10
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT REVIEW OF OPERATIONS, continued
GEORGE PROJECT, SOUTH AUSTRALIA
High purity silica sand, uranium
OVERVIEW
The George Project covers 2,839km2
in central South Australia. Historical
exploration indicates that it is prospective
for high-purity silica sand (HPSS), used
in applications including the manufacture
of solar panels, as well as uranium, which
is a critical mineral in the transition to
carbon neutral energy.
OWNERSHIP
Resolution was granted the ground in
February 2023 and owns 100% of the
George Project.
EXPLORATION ACTIVITIES
• A reconnaissance trip was
undertaken in Q2, 2022 to meet
landowners, assess access and visit
and validate known uranium and silica
sands prospects.
• Resolution is currently progressing
heritage access, which requires
a Native Title Mining Agreement
(NTMA) before any high impact
exploration can be undertaken e.g.
drilling. Environmental approvals are
also progressing in the background.
• A study has been commissioned
by an independent consultant to
assess the economic viability of the
silica sands prospect as part of a
scoping study.
Figure 8 Location of the George Project and nearby uranium deposits.
Figure 9 Field work at George Project.
2 0 2 3 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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REVIEW OF OPERATIONS, continued
ALLEGRA PROJECT, ALASKA
Nickel
Figure 10 Location of the Allegra Project and nearby Eureka Zone (TSX.V: AEMC).
OVERVIEW
The Allegra Project covers 295km2 and
is situated within the underexplored
Wrangellia Terrane of central Alaska,
along strike from Alaska Energy Metals’
Nikolai Project, Eureka Zone. The Eureka
Zone is a low grade, high tonnage,
strike extensive (>15km) disseminated
nickel-copper-PGE sulphide prospect,
hosted in the Nikolai Greenstone. Alaska
Energy Metals is currently undertaking
~CA$6.5m resource drilling program,
which aims to define a NI 43- 101/JORC
compliant Resource.
Other significant prospective nickel claim
blocks in the region are held by Skolai
Exploration LLC, a Domestic Limited
Liability Company linked to KoBold
Metals, a company that utilises machine
learning and artificial intelligence for
mineral exploration. Principal investors
in KoBold Metals include Breakthrough
Energy Ventures, a climate and
technology fund backed by Microsoft’s
Bill Gates, Bloomberg founder Michael
Bloomberg and Amazon’s Jeff Bezos.
OWNERSHIP
Resolution was an early mover, staking
claims in open ground in this relatively
unexplored region. It now owns 100% of
the Allegra Project.
EXPLORATION ACTIVITIES
•
In June / July 2023, a senior
RML staff geologist conducted a
reconnaissance trip to assess access
conditions, collect preliminary surface
samples and visit the Anchorage core
library to view historical drill core from
the project area.
• A desktop review is currently
underway, which will incorporate
results from initial fieldwork
and surface sampling (ASX
Announcement 21/08/2023).
12
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT REVIEW OF OPERATIONS, continued
64NORTH PROJECT, ALASKA
Gold, copper
Figure 11 Deposit sizes stated as Endowment (Resources & Reserves + Historic Production) *sourced from Company websites.
If a party fails to fund their share of an
agreed budget, then the interest of that
non-contributing partner is diluted in
accordance with an agreed formula.
OVERVIEW
The 64North Project lies in the highly
OWNERSHIP
On 17 October 2019, Resolution signed
prospective Tintina Gold Province, which
a binding term sheet with Millrock
hosts over 100 Moz of gold across a
Resources Inc (now known as Alaskan
2,000km east-west arc from the Yukon
Energy Metals Corp) (AEMC) to acquire,
Territory in Canada to the west coast of
Alaska. The 64North Project is a 357km2
land package prospective for Pogo and
via joint venture earn-in, up to 80% of
the 64North Project in Alaska. AEMC
is an Alaskan based nickel exploration
Fort Knox style gold as well as copper-
company listed on the TSX-V as AEMC.
gold porphyry deposits. The project
surrounds Northern Star’s Pogo Gold
Mine (Figure 11), a world-class high-
grade mine which has a total endowment
of over 12 million ounces of gold.
On 25 January 2023, Resolution
announced that it had met the
expenditure requirements to earn a
51% interest in the 64North project
(ASX Release 25/01/2023) and that it
would manage and operate the project
as the majority interest holder on a co-
funding basis.
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REVIEW OF OPERATIONS, continued
EXPLORATION ACTIVITIES
•
In August 2022 Resolution Minerals
completed a 2324m diamond drilling
program testing the Tourmaline Ridge
prospect. The best drill intersection
was 22TR005 1m @ 6.7g/t Au
from 93m (ASX Announcement
12/12/2022).
• A helicopter-supported ELF-EM
survey was completed at East
Pogo and Divide in conjunction
with regional mapping and surface
sampling enhancing the potential
in both areas (ASX Announcement
23/02/2023).
• Resolution reached the 51% Earn-In
milestone on the 64North Project
in Q1, 2023 (ASX Announcement
25/01/2023).
• An Independent Geologists Review
was completed in Q1, 2023 ranked
the East Pogo Prospects as the
highest priority targets on the
64North Project (ASX Announcement
23/02/2023).
• Follow-up independent geochemical
and geophysical consultants were
commission to review the East Pogo
area in detail (Q2, 2023). A structural
review was also completed. All the
new information was used to derive
new drill targets.
•
In June / July 2023, a senior
RML staff geologist conducted a
reconnaissance trip to validate the
new drill targets at East Pogo (ASX
Announcement 21/08/2023).
14
Figure 12 64 North drilling.
Figure 13 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.
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT MINERAL RESOURCE STATEMENT
At 30 June 2022 and 30 June 2023 (unchanged)
STANTON COBALT MINERAL RESOURCE, NORTHERN TERRITORY
WEATHERING
TONNAGE
(tonnes)
COBALT
(ppm)
NICKEL
(ppm)
COPPER
(ppm)
Inferred
Oxide
8,000
Transition
242,000
Indicated
Oxide
406,000
Transition
286,000
TOTAL
942,000
500
800
1,200
1,800
1,300
300
400
500
900
600
2,100
800
1,600
900
1,200
The Staton Mineral Resource was sold subsequent to the end of
the financial year as announced on 6 September 2023.
The information in this release that relates to the Estimation and
Reporting of Mineral Resources at 30 June 2022 and 30 June 2023
is based on, and fairly represents, information and supporting
documentation compiled by Dr Graeme McDonald. Dr McDonald
acts as an independent consultant to Resolution Minerals Ltd on
the Stanton Deposit Mineral Resource estimation. Dr McDonald
is a member of the Australasian Institute of Mining and Metallurgy
and has sufficient experience with the style of mineralisation,
deposit type under consideration and to the activities undertaken
to qualify as a Competent Person as defined in the 2012 Edition
of the “Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves” (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 information in this report that relates to Exploration Results
is based on information compiled by Mr Duncan Chessell
who is a Member of the Australasian Institute of Mining and
Metallurgy(MAusIMM). Mr Duncan Chessell holds shares,
options and performance rights in and is a Director of the
Company and has sufficient experience that is relevant to the style
of mineralisation and type of deposit under consideration and to
the activity being undertaken to qualify as a Competent Person as
defined in the 2012 Edition of the ‘Australian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves’.
The information in this report that relates to Exploration Results
is based on data compiled by Ms Christine Lawley who is a
Member of the Australasian Institute of Mining and Metallurgy
(MAusIMM) and a Registered Professional Geoscientist (RPGEO)
in field of Mineral Exploration with the Australian Institute of
Geoscientists (MAIG). Ms Christine Lawley holds shares, options
and performance rights in and is a full-time employee of the
Company and has sufficient experience that is relevant to the style
of mineralisation and type of deposit under consideration and to
the activity being undertaken to qualify as a Competent Person as
defined in the 2012 Edition of the ‘Australian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves.’
Mr Duncan Chessell and Ms Christine Lawley consent to the
inclusion in the report of the matters 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 2022
has remained unchanged as at 30 June 2023. The information
related to the Stanton Project Mineral Resource Estimate at
30 June 2022 and 30 June 2023 was detailed in the market
announcement released as “Stanton Resource Upgrade
Increases Contained Cobalt” on 9 April 2018. Resolution Minerals
confirms that it is not aware of any new information or data that
materially affects the information included in that announcement
and that all material assumptions and technical parameters
underpinning the estimates continue to apply and have not
materially changed. Resolution Minerals relies on drilling results
from accredited laboratories in providing assay results used to
estimate Mineral Resources.
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
conducted to industry standards based on a framework of quality
assurance and quality control protocols covering all aspects of
sample collection, topographical and geophysical surveys, drilling,
sample preparation, physical and chemical analysis and data and
sample management. Mineral Resource estimates are prepared
by qualified independent Competent Persons. If there is a material
change in the estimate of a Mineral Resource, the estimate and
supporting documentation in question is reviewed by a suitable
qualified independent Competent Persons. The Company reports
its Mineral Resources on an annual basis in accordance with
JORC Code 2012.
2 0 2 3 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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TENEMENT SCHEDULE
At 30 June 2023
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
Australia, South Australia
GEORGE
Strzelecki
Dulkaninna
Clayton
Etadunna
USA, Alaska
64North
Allegra
EL30496
EL30590
EL31272
EL31546
EL31548
EL31549
EL31550
EL31287
EL32228
EL32229
EL32849
EL32850
EL32883
EL32577
EL32620
EL32622
EL6838
EL6839
EL6840
EL6905
Granted
Granted
Granted
Granted
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%
100%
100%
100%
100%
658 Alaska State Claims
Granted
201 Alaska State Claims
Granted
51%***
100%
* Resolution holds other tenements under application subject to grant.
** Subject to binding sales agreement (ASX Announcement 6/09/2023)
*** 64North Project – Resolution holds a 51% interest in a joint venture with Alaska Energy Metals
Corporation (formerly Millrock Resources Inc.) (TSXV:AEMC) and is the operator of the project.
16
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT DIRECTORS’ REPORT
The Directors of Resolution Minerals
He is a Graduate of the Australian
Ltd have pleasure in submitting their
Institute of Company Directors, Member
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
report on the Group for the year ended
of the Australasian Institute of Mining
None
30 June 2023.
DIRECTORS
The names and details of Directors in
office at any time during the reporting
period are:
DUNCAN CHESSELL
BSc, GAICD, MAusIMM, MAIG
Non-Executive Chair
(appointed 6 March 2017) (appointed as
Non-Executive Chair 21 November 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
exploration in South Australia and project
generation in Papua New Guinea.
& Metallurgy and Member of Australian
Institute of Geoscientists. He was
co-founder and Chair of project generator
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
Coolabah Group, the project vendor
None
of the Wollogorang Project (Northern
Territory) on which Resolution Minerals
undertook its IPO in 2017 (as Northern
Cobalt Limited). He was the founding
Chair of the Himalayan Development
INTEREST IN SHARES
8,885,005 Ordinary Shares held directly
and by entities in which Mr Chessell has
a beneficial interest.
Foundation Australia Inc, a not-for-profit
INTEREST IN OPTIONS AND RIGHTS
entity delivering assistance to the people
of Nepal. He is currently CEO of Copper
Search Ltd (ASX:CUS).
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.
35,715 quoted options with exercise price
of $0.12 and expiry of 30 September 2023
(RMLOB).
2,442,503 quoted options with exercise
price of $0.015 and expiry of 31 July 2025
(RMLO)
6,250,000 unquoted performance rights
subject to KPI based vesting conditions
and various expiry dates.
2 0 2 3 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
CHRISTOPHER McFADDEN
Managing Director
(appointed 22 May 2022)
EXPERIENCE AND EXPERTISE
Mr McFadden is a lawyer with over
25 years’ experience in exploration and
mining. He is currently the Chairman of
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
NexGen Energy Limited (ASX:NXG)
(TSX:NXE) (NYSE:NXE)
Iso Energy Ltd (TSX-V:ISO)
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
NexGen Energy Limited (NexGen) and a
Director of IsoEnergy Limited (ISO). Chris
None
is the co-founder of each of NexGen, ISO
INTEREST IN SHARES
West Africa for Newcrest Mining Ltd
(2015-2019), and prior to that was CEO
of Ampella 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 geochemistry from the world
renowned, Centre for Ore Deposit and
Earth Sciences (CODES) at the University
and NxGold Limited (now Consolidated
None
of Tasmania.
Uranium Limited). These companies are
all listed on the Toronto Stock Exchange
and NexGen is also listed on the ASX and
New York Stock Exchange (NYSE).
He was previously Manager, Business
Development at Newcrest Mining
Limited, and before that was Head of
Commercial, Strategy and Corporate
Development for Tigers Realm Coal
Limited. Prior to his time with Tigers
Realm, he was a Commercial General
Manager at Rio Tinto Limited where he
had a career of 12 years spanning legal
and commercial roles.
INTEREST IN OPTIONS, RIGHTS
AND PERFORMANCE SHARES
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
On 25 July 2023, 57,550,000 unquoted
Tietto Minerals Limited (ASX:TIE) from
performance rights subject to KPI based
22 January 2019.
vesting conditions, were issued.
DR PAUL KITTO
PhD (Geology)
Non-Executive Technical Director
EXPERIENCE AND EXPERTISE
Dr Paul Kitto has more than thirty years’
experience in the mining industry and
an impressive track record including
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
Through his career in the resources
numerous multi-million ounce gold
sector, Mr McFadden has developed
discoveries in Africa, Australia
1,000,000 Ordinary Shares held directly
and by entities in which Mr Kitto has a
strong skills in leading project evaluation
and Papua New Guinea. Paul has
beneficial interest
and development teams and has
extensive experience across a range
a strong track record in executing
of commodities and deposit types,
major transactions. He has extensive
predominantly associated with gold and
INTEREST IN OPTIONS, RIGHTS
AND PERFORMANCE SHARES
experience in dealing with governments,
base metals.
traditional owners and other
stakeholders, as well as wide experience
in the capital market. Mr McFadden is
a strong and empathic leader and has
significant experience in managing early-
stage exploration portfolios.
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,
1,000,000 quoted options with exercise
price of $0.015 and expiry of 31 July 2025
(RMLO)
5,000,000 unquoted performance rights
subject to KPI based vesting conditions
and various expiry dates.
18
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT DIRECTORS’ REPORT, continued
CRAIG FARROW
FCA, LLB
Non-Executive Chair (former)
(appointed 17 August 2020,
resigned 21 November 2022)
STEVEN GROVES
Managing Director (former)
(appointed 1 July 2022,
resigned 7 November 2022)
EXPERIENCE AND EXPERTISE
ANDREW SHEARER
BSc (Geology), Hons (Geophysics), MBA
Non-Executive Director (former)
(appointed 6 March 2017,
resigned 28 September 2022)
EXPERIENCE AND EXPERTISE
Mr Groves brings over 27 years’ of
EXPERIENCE AND EXPERTISE
Mr Farrow brings to Resolution a strong
geological and corporate experience in
Mr Shearer holds a BSc degree in
commercial background spanning
the mining industry and has led teams in
geology with Honours in geophysics
multiple industry sectors over a 30 plus
both Australia and Africa exploring a wide
and an MBA. He has been involved in
year career. Mr Farrow was a founding
range of commodities from discovery
the mining and finance industries for
director of telecommunications business
through to development. He has a
more than 25 years. Establishing his
M2 Group, Chair since 2006, was
Bachelor of Applied Geology (Honours)
career in the resources industry as a
instrumental in the merger between Vocus
and a Master’s of Economic Geology
geologist and geophysicist, in technical
Communications and M2 Group Ltd in
from CODES-SRC at the University
and senior management roles with the
2016 and continuing as Deputy Chair of
of Tasmania and is a member of the
South Australian Government, Mount
Vocus until February 2018 (ASX:VOC).
Australian Institute of Geoscientists
Isa Mines Limited, and Glengarry
He has also served as Chair of ASX listed
(AIG) and the Society of Economic
Resources Limited. Andrew then moved
Companies Bulletproof Group (ASX:BPF)
Geologists (SEG).
and Murray River Organics (ASX:MRG)
and 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
Most recently he was one of the founding
directors of Sultan Resources (ASX:SLZ)
and led the company as Managing
Director since their successful listing
in 2018. Mr Groves also recently has
held the role of Technical Director of Si6
Metals (ASX:Si6) and also occupied a
variety of exploration and management
roles with companies such as BHP
Bulletproof Group (ASX:BPF) and Murray
Billiton (ASX:BHP), Newmont Mining
River Organics (ASX:MRG)
(NYSE:NEM) and A-Cap Resources
INTEREST IN SHARES
(ASX:ACB).
4,554,286 Ordinary Shares held directly
and by an entity in which Mr Farrow
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
has a beneficial interest at the date of
None
to the corporate and finance sectors
in Resource Analyst roles with PAC
Partners Pty Ltd, Phillip Capital, Austock
and Taylor Collison. Where he covered
small to midcap resource stocks across
a broad suite of commodities. Andrew
provides Resolution with experience in
the financial services industry combined
with his technical experience and
understanding of capital markets.
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
Investigator Resources Limited (ASX:IVR)
from 14 July 2020.
Osmond Resources Limited (ASX:OSM)
from 15 September 2021.
his resignation.
INTEREST IN OPTIONS AND RIGHTS
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
At the date of Mr Farrow’s resignation
None
214,286 quoted options with exercise
price of $0.12 and expiry of 30 September
2023 (RMLOB).
INTEREST IN SHARES
None
At the date of Mr Farrow’s resignation
2,000,000 quoted options with exercise
INTEREST IN OPTIONS, RIGHTS
AND PERFORMANCE SHARES
price of $0.015 and expiry of 31 July 2025
None
(RMLO)
Okapi Resources Limited (ASX:OKR) and
Andromeda Metals Limited (ASX:ADN).
INTEREST IN SHARES
2,839,412 Ordinary Shares held by
an entity in which Mr Shearer has
a beneficial interest at the date of
his resignation.
2 0 2 3 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
DIRECTORS’ REPORT, continued
INTEREST IN OPTIONS AND RIGHTS
At the date of Mr Shearer’s resignation
INTEREST IN OPTIONS, RIGHTS
AND PERFORMANCE SHARES
42,270 quoted options with exercise price
At the date of Mr Holcombe’s resignation
of $0.12 and expiry of 30 September 2023
4,484,027 unquoted performance rights
(RMLOB).
subject to KPI based vesting conditions.
At the date of Mr Shearer’s resignation
Mr. Holcombe exercised 1,484,027
1,919,706 quoted options with exercise
unquoted performance rights at the
price of $0.015 and expiry of 31 July 2025
date of his resignation. As a result, at
(RMLO)
MARK HOLCOMBE
Executive Director of Corporate
Development (former)
(appointed 14 September 2022,
resigned 8 May 2023)
EXPERIENCE AND EXPERTISE
Mr Holcombe brings over 30 years of
experience in corporate and investment
banking, corporate development and
asset management. He has significant
experience in M&A advisory, corporate
restructurings and public and private
debt and equity financings and
investments in the natural resources
sector. Mr Holcombe has an extensive
the date of Mr Holcombe’s resignation
3,000,000 unquoted performance rights
subject to KPI based vesting conditions
were held. The Board have elected to
extend the vesting conditions post Mr.
Holcombe’s resignation and therefore the
service condition is not applicable due
to the election made by the board on 8
May 2023.
COMPANY SECRETARY
Jaroslaw (Jarek) Kopias
BCom, CPA, AGIA, ACG (CS, CGP)
Company Secretary / Chief
Financial Officer
(appointed 6 March 2017)
global network, focusing on the battery
Mr Kopias is a Certified Practising
materials and precious metals sectors.
Accountant and Chartered Secretary.
One of his current roles is as a senior
Mr Kopias has 25 years’ industry
advisor to Nebari Holdings, which
experience in a wide range of financial
provides global financial solutions to the
and secretarial roles within the resources
resource sector.
OTHER CURRENT DIRECTORSHIPS
OF LISTED COMPANIES
None
OTHER DIRECTORSHIPS HELD IN LISTED
COMPANIES IN THE LAST THREE YEARS
None
INTEREST IN SHARES
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
18,317,690 Ordinary Shares held by
Energy Limited).
an entity through which Mr Holcombe
has a beneficial interest at the date of
his resignation.
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
the past and has other business interests
with numerous unlisted public and
private entities.
PRINCIPAL ACTIVITIES
Resolution Minerals’ ongoing principal
activities are the exploration for gold and
nickel in Alaska (USA), battery metals in
the Northern Territory and both uranium
and silica sand in South Australia.
OPERATING AND
FINANCIAL REVIEW
The net loss of the Group for the year
after providing for income tax amounted
to $8,823,845 (2022: $1,003,371) primarily
due to increased impairment expense
resulting from the write down of the
Wollogorang Project and increased
number of staff including MD and
additional geologists.
During the year, the Group raised a
further $3.8 million primarily through
share placements and a rights issue to
progress its existing and newly acquired
exploration tenements.
The risks associated with the projects
disclosed below are those common
to exploration activities generally.
Exploration targets are conceptual
in nature such that there has been
insufficient exploration to define a
Mineral Resource and that it is uncertain
if further exploration will result in the
determination of a Mineral Resource.
The main environmental and
sustainability risks that Resolution
Minerals currently faces are through
ground disturbance when undertaking
drilling or sampling activities. The
20
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT DIRECTORS’ REPORT, continued
Group’s approach to exploration
through environmental, heritage and
other clearances allows these risks to
be minimised.
Benmara Project
During the year, the Group continued
exploration at the Benmara Project in the
Northern Territory. A drilling campaign
The financial impact of the projects
was commenced in conjunction with the
listed below is a requirement for
BHP Group pursuant to an exploration
further expenditure where successful
and farm-in agreement originally
exploration leads to follow-up activities.
executed with OZ Minerals Limited.
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
Operations in the Annual Report.
64 North Project
The 64North Project in Alaska has been
The future strategy at the Benmara
project is for Resolution to continue
exploration with its project partner.
Carrara Range Project
Early-stage exploration was continued at
the Carrara Range project on the three
granted tenements. The Group applied
to the Northern Lanc Council (NLC)
the focus of exploration efforts since
to progress Aboriginal Freehold Land
October 2019 when the company entered
tenement application (three) to grant
into a binding agreement to earn-in
stage. The application was unsuccessful
to the project. The 64North Project
on this occasion.
surrounds the world-class Pogo Gold
Mine, owned and operated by Northern
Star Resources Ltd (ASX: NST) in the
highly prospective Tintina Gold Province
in Alaska. Resolution has earned a
51% interest in the 64North Project and
completed year 3 earn-in requirements.
The future strategy at the Carrara
Range Project is to continue exploration
activities on the most prospective targets
on the three granted tenements.
Wollogorang Project
Resolution completed a drilling
Resolution completed a significant
program at the Wollogorang Project
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.
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.
On 25 July 2023, Managing Director
Chris McFadden was issued 57,550,000
unquoted performance rights subject
to KPI vesting conditions as approved
by shareholders.
drilling programme and reconnaissance
and announced on 6 September 2023
On 6 September 2023, the Group signed
sampling and ground geophysics at
the signing of a binding agreement with
the 64North Project. An Independent
NT Minerals Limited (ASX: NTM) for
Geologists Review was also undertaken.
its sale.
The future strategy for the 64North
Project is to continue exploration
activities on the most prospective targets.
George Project
During the year, the Group acquired the
George Project (silica sand and uranium)
in South Australia and the Allegra Project
(nickel) in Alaska and commenced
preliminary exploration activities.
The future strategy at the George
a binding agreement for the sale of its
wholly-owned Wollogorang Project
located within the McArthur Basin in the
Northern Territory to NT Minerals Limited
(ASX: NTM). The consideration for the
sale of the project is $250,000 made up
of $50,000 cash and $200,000 worth of
shares in NT Minerals Limited (ASX: NTM).
LIKELY DEVELOPMENTS
The Group continues its exploration
and Allegra projects is for Resolution
program focussed on battery metals
to continue exploration activity and
and gold and will assess other
follow up any success with drilling and
complementary projects.
field programmes.
2 0 2 3 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
DIRECTORS’ MEETINGS
The number of Directors’ meetings held during the reporting period and the number of meetings attended by each Director is
as follows:
DIRECTORS
DC Chessell
CW McFadden
PA Kitto
CL Farrow
SR Groves
AN Shearer
M Holcombe
BOARD MEETINGS
AUDIT AND RISK COMMITTEE MEETINGS
REMUNERATION COMMITTEE MEETINGS
A
18
2
18
10
10
9
8
E
18
2
18
10
10
9
10
A
0
0
0
0
0
0
0
E
0
0
0
0
0
0
0
A
1
0
1
0
0
0
0
E
1
0
1
0
0
0
0
A = Attended E = Entitled to attend
UNISSUED SHARES UNDER OPTION
Unissued ordinary Shares of Resolution Minerals under option at the date of this report are:
DATE OPTIONS GRANTED
12 November 20211
5 May 20233
Total unquoted options
21 September 2020
14 July 20222
Total quoted options
Total options on issue
EXPIRY DATE
EXERCISE PRICE OF OPTIONS
NUMBER UNDER OPTION
16 December 2023
30 June 2026
30 September 2023
31 July 2025
$0.03
$0.008
$0.12
$0.015
79,484,111
82,521,949
162,006,060
74,634,643
624,508,035
699,142,678
861,148,738
1 Options were issued on 12 November 2021, 3 December 2021, 20 December 2021 and 4 February 2022.
2 Options were issued on 14 July 2022, 21 July 2022 and 20 September 2022.
3 Options were issued on 05 May 2023.
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.
22
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT DIRECTORS’ REPORT, continued
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
1 February 2021
12 November 2021
1 April 2022
1 April 2022
1 July 2022
1 July 2022
1 July 2022
1 July 2022
21 November 2022
21 November 2022
1 March 2023
25 July 2023
25 July 2023
Total rights on issue
KPI VESTING
31 December 2024
Vested
31 December 2023
31 December 2022
31 March 2025
30 June 2023
31 May 2023
1 March 2024
1 March 2025
31 December 2024
31 December 2025
31 December 2023
1 August 2024
1 August 2025
EXPIRY DATE
NUMBER OF RIGHTS
31 December 2027
31 December 2025
11 November 2026
31 December 2025
31 March 2027
30 June 2027
31 May 2026
1 March 2027
1 March 2027
21 November 2027
21 November 2027
31 December 2026
31 August 2027
31 August 2028
2,000,000
300,000
2,500,000
2,514,700
6,000,000
3,000,000
1,880,000
1,000,000
1,000,000
6,000,000
3,000,000
14,320,000
35,550,000
22,000,000
101,064,700
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 3 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)
For the year ended 30 June 2023
The Directors of Resolution Minerals
management personnel are remunerated on a consultancy or salary basis based on
Ltd present the Remuneration Report
services provided by each person. The Board annually reviews the packages of key
in accordance with the Corporations
management personnel by reference to the Group’s performance and comparable
Act 2001 (Cth) and the Corporations
information from industry sectors and other listed companies in similar industries.
Regulations 2001 (Cth).
• The Board may exercise discretion in relation to approving incentives, bonuses,
The Remuneration Report is set out
options and performance rights. The policy is designed to attract the highest
under the following main headings:
calibre of key management personnel and reward them for performance that
A Principles used to determine the
results in long-term growth in shareholder wealth.
nature and amount of remuneration
• Key management personnel are also entitled to participate in the Company’s Share
Option Plan and Performance Share Plan as disclosed to shareholders in the
Company’s 2023 General Meeting held on 25 July 2023 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 advice is sought when required. The maximum aggregate
amount of fees that can be paid to non-executive Directors is subject to approval
by shareholders (currently $400,000). Fees for non-executive Directors are not
linked to the performance of the Group, except in relation to share price based
performance rights. However, to align Directors’ interests with shareholder
interests, 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.
During the reporting period, performance reviews of senior executives were not
conducted. There were no remuneration consultants used by the Group during
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.
The following table shows the results of key performance indicators of the Group for
the past 5 years:
YEAR
2023
2022
2021
2020
2019
PROFIT/(LOSS) AFTER TAX $
EARNINGS PER SHARE ($)
SHARE PRICE AT 30 JUNE
(8,760,320)
(1,003,371)
(983,485)
(1,281,967)
(1,370,357)
(0.84)
(0.16)
(0.30)
(1.02)
(2.55)
0.004
0.008
0.021
0.086
0.033
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:
• The remuneration policy, setting
the terms and conditions for the
key management personnel, was
developed by the Board. All key
24
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED), continued
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 2022 Annual General Meeting
Resolution Minerals received 98% “yes” votes on its remuneration report for the 2022 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:
Director and other key management personnel remuneration
2023
SHORT TERM BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-BASED
PAYMENTS1
SALARY AND FEES
$
CONTRACT PAYMENTS
$
OTHER BENEFITS
$
SUPERANNUATION
$
OPTIONS / RIGHTS
$
TOTAL
$
AT RISK1
%
Non-executive directors
D Chessell
P Kitto
C Farrow2
A Shearer3
Executive directors
C McFadden4
S Groves5
M Holcombe6
59,859
36,199
23,500
9,050
27,500
142,186
137,591
101,718
24,978
-
15,000
-
-
-
Other key management personnel
J Kopias7
Total
-
435,885
120,594
262,290
-
-
-
-
-
-
-
-
-
1,900
6,424
-
950
2,887
14,253
-
-
26,414
17,857
9,162
12,397
-
-
24,750
82,023
18,445
164,634
181,334
76,763
35,897
25,000
30,387
181,189
219,614
139,039
889,223
10
12
35
-
-
14
37
13
1 Represents share based payments linked to performance conditions.
2 Mr Farrow resigned as director on 21 November 2022.
3 Mr Shearer resigned as director on 29 September 2022.
4 Mr McFadden was appointed as director on 22 May 2023.
5 Mr Groves was appointed as director on 1 July 2022 and resigned on 7 November 2022.
6 Mr Holcombe was appointed as director on 14 September 2022 and resigned on 5 May 2023.
7 Contract payments are made to Kopias Consulting – an entity associated with Mr Kopias.
2 0 2 3 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
2022
SHORT TERM BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-BASED
PAYMENTS8
SALARY AND FEES
$
CONTRACT PAYMENTS
$
OTHER BENEFITS
$
SUPERANNUATION
$
OPTIONS / RIGHTS
$
TOTAL
$
AT RISK8
%
Non-executive Directors
C Farrow
P Kitto9
A Shearer
60,000
24,667
36,364
Executive Directors
D Chessell
256,844
Other key management personnel
-
-
-
-
J Kopias10
Total
-
377,875
113,525
113,525
-
-
-
-
-
-
-
-
3,636
9,424
-
9,424
69,424
24,667
49,424
20,554
52,036
329,424
-
24,190
9,424
80,308
122,949
595,898
13
-
23
13
8
8 Represents share based payments linked to performance conditions.
9 Dr Kitto was appointed Director on 2 March 2022. The payments to Dr Kitto include amounts for additional exertion in undertaking
technical reviews.
10 Contract payments are made to Kopias Consulting – an entity associated with Mr Kopias.
C SERVICE AGREEMENTS
Remuneration and other terms of employment for the Executive Directors and other KMP are formalised in service agreements. The
major provisions of the agreements relating to remuneration are set out below:
NAME
BASE REMUNERATION
UNIT OF MEASURE
TERM OF AGREEMENT
NOTICE PERIOD
TERMINATION BENEFITS
C McFadden
Managing Director
J Kopias
CFO & Company Secretary
$325,000
Salaried employee
Indefinite
Three months
Three months
variable
hourly rate contract
Indefinite
One month
None
26
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED), continued
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
2023
D Chessell
P Kitto
M Holcombe
S Groves
P Kitto
P Kitto
P Kitto
M Holcombe
M Holcombe
J Kopias
Total
NUMBER GRANTED
GRANT DATE
FAIR VALUE AT GRANT DATE
FIRST VESTING DATE1
LAST VESTING DATE
3,000,0002
3,000,0002
3,000,0002
10,500,0003
1,000,0004
1,000,0005
1,000,0006
7,517,6907
1,484,0277
3,000,0002
34,501,717
21/11/2022
21/11/2022
21/11/2022
01/07/2022
01/07/2022
01/07/2022
07/07/2022
21/11/2022
05/05/2023
21/11/2022
PER RIGHT
FULL VALUE $
$0.0065
$0.0065
$0.0079
$0.0090
$0.0011
$0.0025
$0.0034
$0.0090
$0.0060
$0.0072
19,500
19,500
19,500
94,500
1,060
2,460
3,400
67,659
8,904
21,600
31 December 2024
21/11/2027
31 December 2024
21/11/2027
31 December 2024
21/11/2027
30 June 2023
1 March 2023
1 March 2024
1 March 2025
30/06/2027
01/03/2027
01/03/2027
01/03/2027
21 November 2022
21/11/2025
5 May 2023
21/11/2025
31 December 2024
21/11/2027
1 Meeting criteria of the KPI listed below determines vesting of rights.
2 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 140% of the
5 day VWAP prior to the 2022 AGM at any time in the period to 31 December 2024 for a period of at least 1 month.
3 The vesting of the performance rights subject to KPI’s and assessment of meeting each KPI unrelated to market-based conditions must be
determined by the Board by 31 March 2024 for the year to 31 December 2023 and, if vested, the Performance Rights will expire on 30 June 2027.
4 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 3.6 cents per
share for a period of at least 1 month to 28 February 2023 and the Director remaining a director of the company after 28 February 2023.
5 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 5.4 cents per
share for a period of at least 1 month to 28 February 2024 and the Director remaining a director of the company after 28 February 2024.
6 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 7.2 cents per
share for a period of at least 1 month to 28 February 2025 and the Director remaining a director of the company after 28 February 2025.
7 The performance rights subject to KPI’s and assessment of meeting each KPI will vest upon introducing one or more potential acquisition
opportunities to the Company which acquisitions the Company proceeds with (M&A Fee) - an amount equal to 4% of the transaction value.
Introducing one or more potential investors to the Company, who subsequently invest in the Company (Capital Raising Fee) - an amount equal
to 6% of the proceeds received.
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 2022
MOVEMENT
DURING YEAR
OPTIONS / RIGHTS
EXERCISED
HELD AT
30 JUNE 2023
D Chessell1
P Kitto1
A Shearer2
C Farrow2
J Kopias1
Total
2,885,005
-
1,839,412
2,554,286
1,767,143
9,045,846
6,000,000
1,000,000
(1,839,412)
(2,554,286)
1,000,000
3,606,302
-
-
-
-
-
-
8,885,005
1,000,000
-
-
2,767,143
12,652,148
1 Movement represents participation in share placement/s and/or on market purchase.
2 Movement represents resignation as director.
2 0 2 3 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
DIRECTORS’ REPORT, continued
REMUNERATION REPORT (AUDITED), continued
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 Company Secretary, including their personally-related entities as at reporting date, is as follows:
QUOTED OPTIONS – Exercise price of $0.12 and expiry of 30 September 2023 (RMLOB)
DIRECTORS AND
COMPANY SECRETARY
HELD AT
30 JUNE 2022
GRANTED
DURING YEAR
C Farrow
D Chessell
A Shearer
Total
214,286
35,715
42,270
292,271
-
-
-
-
DISPOSED
DURING YEAR1
(214,286)
-
(42,270)
(256,556)
1 Movement represents resignation as director.
QUOTED OPTIONS – Exercise price of $0.015 and expiry of 31 July 2025 (RMLO)
DIRECTORS AND
COMPANY SECRETARY
D Chessell
P Kitto
J Kopias
Total
HELD AT
30 JUNE 2022
-
-
-
-
GRANTED
DURING YEAR1
2,442,503
1,000,000
7,148,572
10,591,075
DISPOSED
DURING YEAR
EXERCISED
-
-
-
-
1 Movement represents participation placement and/or rights issue.
Performance rights holdings of key management personnel
EXERCISED
HELD AT
30 JUNE 2023
VESTED AND EXERCISABLE
AT 30 JUNE 2023
-
35,715
-
35,715,
-
35,715
-
35,715
HELD AT
30 JUNE 2023
2,442,503
1,000,000
7,148,572
VESTED AND EXERCISABLE
AT 30 JUNE 2023
2,442,503
1,000,000
7,148,572
10,591,075
10,591,075
KEY MANAGEMENT
PERSONNEL
D Chessell3
P Kitto3
C Farrow1
S Groves1
A Shearer1
M Holcombe1
J Kopias3
Total
EXERCISED
HELD AT
30 JUNE 2022
5,750,000
-
1,750,000
ACQUIRED
DURING YEAR2
3,000,000
6,000,000
DISPOSED
DURING YEAR
(2,500,000)
(1,000,000)
-
(1,750,000)
-
10,500,000
(10,500,000)
1,750,000
-
(1,750,000)
-
12,001,717
(3,000,000)
(9,001,717)
HELD AT
30 JUNE 2023
6,250,000
5,000,000
-
-
-
-
1,750,000
3,000,000
(500,000)
-
4,250,000
11,000,000
34,501,717
(21,000,000)
(9,001,717)
15,500,000
VESTED AND EXERCISABLE
AT 30 JUNE 2023
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 Movement represents resignation as director.
2 Represents issue of performance rights as remuneration as approved at the 2022 AGM and 2023 General Meeting under the Company’s
Performance Share Plan.
3 Disposal related to lapse of unvested performance rights
28
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT DIRECTORS’ REPORT, continued
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 2022
ACQUIRED
DURING YEAR
DISPOSED
DURING YEAR1
EXERCISED
HELD AT
30 JUNE 2023
VESTED AND EXERCISABLE
AT 30 JUNE 2023
1,800,000
800,000
658,125
325,000
3,583,125
-
-
-
-
-
(1,800,000)
(800,000)
(658,125)
(325,000)
(3,583,125)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 All performance shares lapsed in accordance with the terms of the securities.
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.
RELATED PARTY
RELATIONSHIP TO KEY MANAGEMENT PERSONNEL/DIRECTOR
SERVICES PROVIDED
Magill Consulting1/2 A business of which D Chessell is a Director
Consulting Fees5
Magill Consulting3
A business of which D Chessell is a Director
Vehicle hire / Sale of Motor Vehicle
Kopias Consulting4
A business of which J Kopias is a Director
Consulting Fees5
Valas Investments
A business of which A Shearer is a Director
Consulting Fees5
2023
$
101,718
(19,280)
120,594
15,000
2022
$
5,679
-
113,061
-
1 During the year Duncan Chessell was performing duties of the Managing Director whilst the position was vacant.
2 The total amount of fees due to Magill Consulting as at 30 June 2023 was $11,233.
3 Vehicle hire was charged to Resolution and a motor vehicle was sold to Magill Consulting.
4 The total amount of fees due to Kopias Consulting as at 30 June 2023 was $9,888.
5 Consulting fees have been outlined in the table above.
END OF AUDITED REMUNERATION REPORT
2 0 2 3 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
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 Group’s operations are subject to
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.
The liabilities insured are legal costs that
may be incurred in defending civil or
criminal proceedings that may be brought
against the officers in their capacity as
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.
The Company has not otherwise, during
or since the end of the reporting period,
except to the extent permitted by law,
30
indemnified, or agreed to indemnity any
current or former officer or auditor of the
Company against a liability incurred as
such by an officer or auditor.
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 own
work, acting in a management or decision-
making capacity for the Group, acting
as an advocate for the Group or jointly
sharing risks and rewards.
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 14 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 31 of this Annual 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.
Duncan Chessell
Chair
Adelaide
28 September 2023
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT 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 Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Resolution Minerals Limited for the year ended 30 June 2023, 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, 28 September 2023
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.
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2 0 2 3 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 PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2023
Interest income
Other income
Broker and investor relations
Employee benefits expense
Share based payments
Exploration expense
Impairment expense
Depreciation
Gain/(loss) on sale of assets
Other expenses
Loss before tax
Income tax (expense) / benefit
Loss for the year from continuing operations attributable to owners of the parent
Foreign currency (loss) / gain attributable to owners of the parent
Changes in the fair value of equity investments at fair value through other
comprehensive income
Total comprehensive loss for the year attributable to owners of the parent
Earnings per share from continuing operations
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
2023
$
32,549
360,758
(95,357)
(1,037,425)
(29,397)
(341,478)
(7,107,993)
(31,687)
25,216
(599,031)
(8,823,845)
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)
-
-
(8,823,845)
(1,003,371)
31,027
1,660,634
5,570
-
(7,132,184)
(997,801)
(0.85)
(0.16)
32
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
ASSETS
Current assets
Cash and cash equivalents
Asset held for sale
Other assets
Total current assets
Non-current assets
Exploration and evaluation expenditure
Plant and equipment
Right of use asset
Investments
Total non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Employee provisions
Lease liabilities
Total current liabilities
Non-current liabilities
Employee provisions
Lease liabilities
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
NOTES
5
6(b)
6(a)
7
8a
9
10
8b
8b
11
12
30 JUNE
2023
$
30 JUNE
2022
$
1,309,038
250,000
100,121
1,659,159
2,292,438
-
130,172
2,422,610
18,288,855
22,947,079
138,238
27,510
2,459,019
20,913,622
22,572,781
262,844
57,522
-
23,267,445
25,690,055
384,495
52,611
31,875
468,981
8,820
-
8,820
477,801
687,645
39,162
26,057
752,864
-
31,875
31,875
784,739
22,094,980
24,905,316
32,614,902
3,003,541
(13,523,463)
22,094,980
29,365,765
851,207
(5,311,656)
24,905,316
This statement should be read in conjunction with the notes to the financial statements.
2 0 2 3 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
33
STATEMENT OF CHANGES IN EQUITY
For the year 30 June 2023
2023
Opening balance
Share placements and SPP
Fair value of shares issued for project acquisition
Fair value of broker fee shares
Option / rights exercise
Fair value of options issued
Issue costs
Lapse of options / rights
Fair value of performance rights issued
Transactions with owners
Comprehensive income:
Total profit or loss for the reporting year
Foreign currency movements
Fair value movements in FVOCI investments
Total other comprehensive income for the reporting year
ISSUED
CAPITAL
$
SHARE BASED
PAYMENTS RESERVE
$
RESERVES
$
ACCUMULATED
LOSSES
$
TOTAL
EQUITY
$
29,365,765
828,359
22,848
(5,311,656)
24,905,316
2,935,219
340,000
37,222
128,063
-
(191,367)
-
-
3,249,137
-
-
-
-
-
-
-
(128,063)
928,832
-
(637,870)
297,774
460,673
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
637,870
2,935,219
340,000
37,222
-
928,832
(191,367)
-
-
297,774
637,870
4,347,680
(8,823,845)
(8,823,845)
31,027
(25,832)
5,195
1,660,634
-
1,660,634
1,691,661
(8,849,677)
(7,158,016)
Balance 30 June 2023
32,614,902
1,289,032
1,714,509
(13,523,463)
22,094,980
2022
Opening balance
Share placements
Option exercise
Fair value of shares issued for project acquisition
Issue costs
Lapse of options / rights
Fair value of performance rights issued
ISSUED
CAPITAL
$
SHARE BASED
PAYMENTS RESERVE
$
RESERVES
$
ACCUMULATED
LOSSES
$
TOTAL
EQUITY
$
23,558,922
1,509,844
17,278
(4,996,570)
20,089,474
5,568,794
127,748
453,000
(342,699)
-
(127,748)
-
-
-
-
(688,285)
134,548
-
-
-
-
-
-
-
-
-
-
688,285
5,568,794
-
453,000
(342,699)
-
-
134,548
688,285
5,813,643
Transactions with owners
5,806,843
(681,485)
Comprehensive income:
Total profit or loss for the reporting year
Foreign currency reserve
Total other comprehensive income for the reporting year
-
-
-
-
-
-
(1,003,371)
(1,003,371)
-
5,570
(1,003,371)
(997,801)
5,570
5,570
Balance 30 June 2022
29,365,765
828,359
22,848
(5,311,656)
24,905,316
This statement should be read in conjunction with the notes to the financial statements.
34
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Operating activities
Interest received
Other receipts
Exploration expense
Payments to suppliers and employees
Net cash used in operating activities
Investing activities
Investment in Midwest Lithium
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
Financing activities
Proceeds from issue of share capital
Proceeds from issue of options
Payments for capital raising costs
Subscriptions received in advance
Net cash from financing activities
NOTES
11
30 JUNE
2023
$
32,901
360,758
(341,478)
(1,391,115)
(1,338,934)
(798,385)
(4,867,167)
2,288,886
(13,476)
70,455
30 JUNE
2022
$
1,265
-
(50,752)
(884,156)
(933,643)
-
(4,060,987)
364,108
(213,704)
53,866
(3,319,687)
(3,856,717)
2,935,219
820,458
(80,456)
-
3,675,221
5,568,794
-
(297,994)
60,000
5,330,800
Net change in cash and cash equivalents
(983,400)
540,440
Cash and cash equivalents, beginning of the year
Cash and cash equivalents, end of year
5 (a)
2,292,438
1,309,038
1,751,998
2,292,438
This statement should be read in conjunction with the notes to the financial statements.
2 0 2 3 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
35
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This 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 2023
were approved and authorised by the Board of Directors on
28 September 2023.
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 2022 is for the full year commencing on
1 July 2021.
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 subsidiary undertakings drawn up to 30 June
2023. Subsidiaries are all entities (including structured entities)
over which the Group control. 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 18 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.
Joint arrangements
Under AASB11 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 arrangement. 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.
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.
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).
36
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT
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)
debt instruments at fair value through other comprehensive
income (FVOCI)
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.
Classifications are determined by both:
»
»
The entity’s business model for managing the financial asset
The contractual cash flow characteristics of the financial assets
Subsequent measurement financial assets
FINANCIAL ASSETS AT AMORTISED COST
Financial assets are measured at amortised cost if the assets meet
the following conditions (and are not designated as FVPL):
»
»
they are held within a business model whose objective is to hold
the financial assets and collect its contractual cash flows
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 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 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’).
c)
‘Stage 3’ would cover financial assets that have objective
evidence of impairment at the reporting date.
‘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.
CL ASSIFICATION AND MEASUREMENT OF FINANCIAL LIABILITIES
The Group’s financial liabilities include borrowings and trade and
other payables.
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.
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37
f) Other financial assets
Investments and other financial assets are initially measured at
fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit
or loss. Such assets are subsequently measured at either amortised
cost or fair value depending on their classification. Classification is
determined based on both the business model within which such
assets are held and the contractual cash flow characteristics of the
financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash
flows have expired or have been transferred and the consolidated
entity has transferred substantially all the risks and rewards of
ownership. When there is no reasonable expectation of recovering
part or all of a financial asset, its carrying value is written off.
Financial assets at fair value through other comprehensive income
Upon initial recognition, the Group can elect to classify irrevocably
its equity instruments as equity instruments designed at fair
value through OCI when they meet the definition of equity under
AASB 132 Financial Instruments: Presentation, and are not held
for trading. The classification is determined on an instrument-by-
instrument basis.
Gains and losses on these financial assets are never recycled
to profit or loss. Dividends are recognised as other income in
statement of profit or loss when the right of payment has been
established, except when the Group benefits from such proceeds
as a recovery of part of the cost of the financial asset, in which case,
such gains are recorded in OCI. Equity instruments designated at
fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its unlisted entity
investments under this category.
Impairment of financial assets
For financial assets mandatorily measured at fair value through
other comprehensive income, the loss allowance is recognised
in other comprehensive income with a corresponding expense
through profit or loss. In all other cases, the loss allowance reduces
the asset’s carrying value with a corresponding expense through
profit or loss.
Fair value hierarchy
Certain accounting policies and disclosures require the
measurement of fair value, for both financial and nonfinancial assets
and liabilities. The Group uses observable data as much as possible
when measuring the fair value of an asset or liability. Fair values of
assets or liabilities are categorised into different levels in the fair
value hierarchy based on the lowest input used in the valuation
techniques as follows:
»
»
»
Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that is not based on
observable market data (unobservable inputs)
g) 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.
h) Assets held for sale
Assets classified as “held for sale” are measured at the lower of
their carrying amount immediately prior to their classification as
held for sale and their fair value less costs to sell. Assets classified
as held for sale are not subject to depreciation or amortisation.
i) 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.
j)
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.
38
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT
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.
k) Cash and cash equivalents
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.
l) 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.
m) 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.
n) Share-based payments
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.
o) 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.
p) 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.
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39
q) 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.
r) 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.
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 12 and
note 17. 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) Unlisted investment valuation
As disclosed in note 9, determination of the fair value of the
investment in Midwest Lithium AG has been based on the
published share price quotation included in Midwest Lithium
Limited’s initial public offering prospectus. This is deemed to be
a Level 3 input in the determination of the investments fair value,
as it is based on unobservable market data.
s) 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.
t) 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 2023 but will be applicable to
the Group in future reporting periods.
40
RESOLUTION MINERALS LTD | 2023 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)
2023
$
135,074
140,494
153,224
(16,515)
186,754
599,031
2022
$
98,868
126,925
90,982
609
76,214
393,598
2023
$
2022
$
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
Deferred tax asset not realised as criteria not met
Income tax expense
c) Deferred tax assets have not been recognised in respect of the following:
Total tax losses
Deferred tax asset not recognised
(8,823,845)
(1,003,371)
25%
(2,205,961)
91,669
1,632,691
481,601
-
13,646,533
3,411,633
25%
(250,843)
30,816
(397,752)
617,779
-
12,509,969
3,127,492
A net deferred tax asset of $3,411,633 (2022: $3,127,492) 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
2023
#
1,041,735,300
1,041,735,300
2022
#
614,219,378
614,219,378
Profit / (loss) per share – basic and basic (cents)
(0.85)
(0.16)
There were 904,663,438 options, performance rights and performance shares outstanding at the end of the year (2022: 203,653,754) that have
not been taken into account in calculating diluted EPS due to their effect being anti-dilutive.
2 0 2 3 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
41
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.
2023
$
1,309,038
1,309,038
2022
$
2,292,438
2,292,438
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
1,309,038
2,292,438
6a EXPLORATION AND EVALUATION EXPENDITURE
Opening balance
Expenditure on exploration during the year
Acquisition of projects
Exploration expenditure impaired (i)
Cash contributions from joint operations
Transferred assets held for sale (6b)
Closing balance
Expenditure is capitalised as follows:
Group owned assets
Joint operations
Total exploration and evaluation expenditure
2023
$
22,947,079
4,350,392
349,505
(7,107,993)
(2,000,128)
(250,000)
18,288,855
1,910,383
16,378,472
18,288,855
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
The acquisition of projects includes the fair value of share based payments of $340,000 in total represented by $250,000 being the value of
17,361,112 shares as the acquisition price for the Murphy Project (EL 32229, EL 31287 and EL32883) in the Northern Territory and $90,000 being
the value of 10,000,000 shares in the stage 3 earn-in for the 64 North Project. The Group, through its US based subsidiary company, has now
earned a 51% interest in the 64 North Project.
(i)
Impairment
Impairment for the wholly owned Wollogorang Project during the year has occurred where the Group have concluded that capitalised
expenditure is unlikely to be recovered by sale or future exploration. At each reporting date the Group reviews the carrying values of its
exploration and evaluation assets to determine whether there is any indication that those assets have been impaired. During the year
indicators of impairment were identified on certain exploration and evaluation assets in accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources. As a result of this review, an impairment loss of $7,107,993 (2022: $1,964) has been recognised in relation
to areas of interest where the Group have concluded that no further work will be completed, and consequently the capitalised expenditure is
unlikely to be wholly recovered by sale or future exploration.
64North Project – Entire project earn-in summary
STAGE
Commence earn-in – commenced in September 2019
Stage 1 by 31 Jan 2021
Stage 2 within a further 12 months of electing to earn
such further interest
Stage 3 within a further 12 months of electing to earn
such further interest
RML%
INTEREST
0%
30%
42%
EXPENDITURE
REQUIREMENT
US$
RML SHARE
MILESTONE
MILLROCK CASH
PAYMENT
US$
TRIGGER
Completed
Completed
Completed
$900,000
n/a
$100,000
51%
Completed
$2,350,000
10,000,000
$100,000
Stage 4 within a further 12 months of electing to
electing to earn such further interest
60%
Undertake
exploration
$2,350,000
10,000,000
$100,000
42
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT
64North Project best block interest
STAGE
Bankable feasibility study (BFS)
First production
Total
RML%
INTEREST
70%
80%
80%
TRIGGER
EXPENDITURE
REQUIREMENT
US$
Complete BFS
BFS expenditure
Commence
production
Loan carry
Sole fund
RML SHARE MILESTONE
n/a
n/a
MILLROCK
PAYMENT
US$
$3,000,000
n/a
$3,000,000
The Group, through its US based subsidiary company, has earned a 51% interest (Stage 3) 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.
6b ASSETS CLASSIFIED AS HELD FOR SALE
The wholly owned Wollogorang Project has been actively marketed with sales discussions well advanced as at 30 June 2023. As a result, an
exploration asset has consequently been written down to the expected value of the sales proceeds (fair value less costs to sell). The excess
carrying value of the exploration & evaluation asset has been impaired prior to the asset being classified into assets held for sale.
Assets classified as held for sale
Carrying value in selected exploration & evaluation asset
Exploration asset impaired prior to transfer to assets classified as held for sale
Assets classified as held for sale
7 PLANT & EQUIPMENT
Gross carrying amount
Additions
Disposals
Accumulated depreciation
Disposals
Depreciation expense
Net carrying amount
2023
$
2022
$
7,357,993
(7,107,993)
250,000
2023
$
411,767
12,992
(75,102)
349,657
(148,923)
29,864
(92,360)
(211,419)
138,238
-
-
-
2022
$
309,966
264,662
(162,861)
411,767
(183,694)
104,299
(69,528)
(148,923)
262,844
2 0 2 3 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
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
2023
$
2022
$
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
8b LEASE LIABILITY
Lease liability – current
Lease liability – non-current
Total lease liability
9 OTHER FINANCIAL ASSETS
Unlisted ordinary shares
60,022
(32,512)
27,510
-
-
-
27,510
57,522
-
(30,011)
27,510
30,011
693
2023
$
31,875
-
31,875
30 JUNE
2023
$
2,459,019
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial period are set out below:
Opening fair value
Additions – Consideration for 819,673 shares
Revaluation
Disposals
Closing fair value
-
798,385
1,660,634
-
2,459,019
60,023
(2,501)
57,522
14,540
(14,540)
-
57,522
-
74,563
(17,041)
57,522
17,041
119
2022
$
26,057
31,875
57,932
30 JUNE
2022
$
-
-
-
-
-
During the period the Group invested approximately a 5% stake into Midwest Lithium AG, a US-based mining entity operating as a lithium and
battery metals explorer in the Black Hills region of South Dakota, USA. All financial assets designated at fair value through other comprehensive
income utilise Level 3 unobservable prices. Subsequent to year end, in preparation for Midwest Lithium Limited’s (“MLL”) initial public offering,
the shareholders of MLAG received 12 shares in MLL in exchange for each MLAG share. The Group has relied upon published price quotations
within the initial public offering prospectus for MLL.
The judgements and estimates made in determining the fair values of the financial assets that are recognised and measured at fair value in the
financial statements are outlined below.
To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial assets into the three
levels prescribed under the accounting standards. The Group uses its judgement to select a variety of methods and make assumptions that are
mainly based on specific conditions pertaining to the unlisted investment existing at the end of each reporting period. As a result, the unlisted
investments has been valued with reference to unobservable data under Level 3 inputs of the fair value hierarchy.
As described above the Group has relied upon published price quotations within the initial public offering prospectus for MLL to determine the
fair value of the financial asset.
44
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT
RECURRING FAIR VALUE MEASUREMENTS AT 30 JUNE 2023
LEVEL 1
$’000
LEVEL 2
$’000
Financial assets at fair value through other
comprehensive income (FVOCI)
Total
-
-
-
-
LEVEL 3
$’000
2,459
2,459
TOTAL
$’000
2,459
2,459
Sensitivity analysis
The fair value measure of the unlisted investment is sensitive to changes in the observable inputs which may result in a significantly higher or
lower fair value measurement. The following tables demonstrate the sensitivity to a reasonably possible change in significant unobservable
inputs, with all other variables held constant.
UNLISTED INVESTMENT IN MIDWEST LITHIUM
Increase in traded price by 10%
Decrease in traded price by 10%
10 TRADE AND OTHER PAYABLES
Trade creditors
Payroll liabilities
Accrued expenses – 64North Project, Alaska
JV Cash Calls
Accrued expenses – other
Total trade and other payables
30 JUNE
2023
$
2,704,921
2,235,472
2023
$
125,621
23,405
-
119,664
115,805
384,495
30 JUNE
2022
$
-
-
2022
$
135,615
38,856
435,767
-
77,407
687,645
All amounts are short term and the carrying values are considered to be a reasonable approximation of fair value.
11 ISSUED CAPITAL
a)
Issued and paid up capital
Fully paid ordinary shares
b) Movements in fully paid shares
Balance as 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
Fair value of shares issued for the acquisition of projects
Fair value of shares issued for brokers fees
Share and option placements
Option and rights exercise (including fair value of options and rights exercised)
Capital raising costs
Balance at 30 June 2023
2023
$
2022
$
32,614,902
32,614,902
29,365,765
29,365,765
NUMBER
$
447,679,614
25,243,762
347,534,871
3,825,000
-
824,283,247
27,361,112
3,101,833
390,043,898
12,501,717
-
1,257,291,807
23,558,922
453,000
5,568,794
127,748
(342,699)
29,365,765
340,000
37,222
2,935,219
128,063
(191,367)
32,614,902
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.
2 0 2 3 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
12 RESERVES
Share based payments are in line with the Resolution Minerals Ltd remuneration policy. Listed below are summaries of options and performance
rights granted:
NUMBER OF
OPTIONS
158,984,770
79,359,111
(70,950,127)
167,393,754
54,187,263
652,967,721
-
(13,400,000)
861,148,738
$
1,385,450
-
(663,001)
722,449
108,375
820,458
-
(530,107)
1,121,175
NUMBER OF
RIGHTS
11,400,000
18,660,000
(3,825,000)
(3,275,000)
22,960,000
51,701,717
(12,501,717)
(18,645,300)
43,514,700
2023
$
297,774
108,375
(128,063)
(107,763)
(530,107)
(359,784)
(549,793)
297,772
(268,375)
29,397
WEIGHTED AVERAGE
EXERCISE PRICE
$0.07
$0.03
$0.25
$0.06
$0.015
$0.018
-
$0.08
$0.02
$
124,394
134,547
(127,748)
(25,284)
105,909
297,774
(128,063)
(107,763)
167,857
2022
$
134,548
-
(127,748)
(25,284)
(663,001)
(681,485)
(663,001)
(27,498)
107,049
109,263
Share option reserve
Balance at 30 June 2021
Granted – shareholders
Lapsed
Balance at 30 June 2022
Granted – broker remuneration
Granted – shareholders
Exercised
Lapsed
Balance at 30 June 2023
All options vested upon issue.
Performance rights reserve
Balance at 1 July 2021
Granted – KMP, employees and consultants
Exercised
Lapsed
Balance at 30 June 2022
Granted – KMP, employees and consultants
Exercised
Lapsed
Balance at 30 June 2023
Reconciliation of share based payments reserve movements
Rights issued to directors / employees / contractors
Options issued to brokers as remuneration
Options / rights exercised
Lapsed 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
46
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT During the 2022/23 year:
»
»
»
»
»
»
»
54,187,263 quoted options were issued as broker remuneration. The quoted options have an exercise price of $0.015 and expiry of 31 July
2025. The fair value fair of the unquoted options is $108,375;
570,320,772 quoted options were issued to investors;
82,521,949 unquoted options were issued to investors;
13,400,000 unquoted options forfeited in accordance with the terms of those securities;
51,701,717 unquoted performance rights with KPI based vesting criteria were issued to KMP, employees and consultants;
12,501,717 unquoted performance rights were exercised; and
18,645,300 unquoted performance rights lapsed in accordance with the terms of those securities.
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.
Movements in each class of reserve during the current financial year are set out below:
Reconciliation reserves
Opening balance
Foreign currency movements
Gain on the revaluation of financial assets at fair value through other comprehensive income
Balance 30 June 2023
2023
$
22,848
31,027
1,660,634
1,714,509
2022
$
-
-
-
-
Nature and purpose of reserves
The reserves is used to record foreign currency translation movements/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. In addition, the reserve maintains the revaluation movements in the financial asset investment
of Midwest Lithium AG.
13 RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
Operating activities
Loss after tax
Share based payments
Depreciation
Exploration costs expensed
Impairment expense
Net change in working capital
Net cash used in operating activities
2023
$
2022
$
(8,823,845)
297,772
31,687
341,478
7,107,993
(294,019)
(1,338,934)
(1,003,371)
109,263
32,117
50,752
1,964
(124,368)
(933,643)
2 0 2 3 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
47
14 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
15 COMMITMENTS AND CONTINGENCIES
2023
$
2022
$
78,018
78,018
42,000
42,000
7,477
8,800
7,477
85,495
8,800
50,800
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
16 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
2023
$
382,000
1,020,000
1,402,000
2023
$
698,175
26,414
164,634
889,223
Transactions with key management personnel representing outstanding balances are unsecured and are repayable in cash.
RELATED PARTY
Magill Consulting1/2
Magill Consulting3
Kopias Consulting4
Valas Investments
RELATIONSHIP TO KEY MANAGEMENT
PERSONNEL/DIRECTOR
A business of which D Chessell
is a Director
A business of which D Chessell
is a Director
A business of which J Kopias
is a Director
A business of which A Shearer
is a Director
SERVICES PROVIDED
2023
$
Consulting fees / vehicle hire
107,438
Sale of motor vehicle
(25,000)
Consulting Fees
120,594
113,061
Consulting Fees
15,000
-
1 During the year Duncan Chessell was performing duties of the Managing Director whilst the position was vacant.
2 The total amount of fees due to Magill Consulting as at 30 June 2023 was $11,233.
3 A motor vehicle was sold to Magill Consulting.
4 The total amount of fees due to Kopias Consulting as at 30 June 2023 was $9,888.
48
2022
$
151,000
644,000
795,000
2022
$
491,400
24,190
80,308
595,898
2022
$
5,679
-
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT
17 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
2023
$
2022
$
1,420,750
268,375
89,906
74,542
(816,148)
1,037,425
1,075,545
107,049
60,583
58,737
(761,804)
540,110
b) Share based employee remuneration
As at 30 June 2023 the Group maintained a share option plan and performance share plan for employee and director remuneration. During
the year there were 50,541,717 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
4.6 years to 5.0 years
$0.009
109% to 110%
3.24% to 3.3%
$0.006
4.9 years
Details of rights issued to KMP are provided in the table below.
All unvested Performance Rights will lapse within 3 months of the officer ceasing to be engaged by the Company.
GRANTED
NUMBER GRANTED
GRANT DATE
FAIR VALUE AT GRANT DATE
FIRST VESTING DATE1
LAST VESTING DATE 2023
D Chessell
P Kitto
M Holcombe
S Groves
P Kitto
P Kitto
P Kitto
M Holcombe
M Holcombe
J Kopias
Total
3,000,0002
3,000,0002
3,000,0002
10,500,0003
1,000,0004
1,000,0005
1,000,0006
7,517,6907
1,484,0277
3,000,0002
34,501,717
PER RIGHT
FULL VALUE $
21/11/2022
21/11/2022
21/11/2022
01/07/2022
01/07/2022
01/07/2022
07/07/2022
21/11/2022
05/05/2023
21/11/2022
$0.0065
$0.0065
$0.0079
$0.0090
$0.0011
$0.0025
$0.0034
$0.0090
$0.0060
$0.0072
19,500
31 December 2024
21/11/2027
19,500
31 December 2024
21/11/2027
19,500
31 December 2024
21/11/2027
94,500
30 June 2023
30/06/2027
1,060
2,460
3,400
1 March 2023
01/03/2027
1 March 2024
01/03/2027
1 March 2025
01/03/2027
67,659
21 November 2022
21/11/2025
8,904
5 May 2023
21/11/2025
21,600
31 December 2024
21/11/2027
1 Meeting criteria of the KPI listed below determines vesting of rights.
2 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 140% of
the 5 day VWAP prior to the 2022 AGM at any time in the period to 31 December 2024 for a period of at least 1 month.
3 The vesting of the performance rights subject to KPI’s and assessment of meeting each KPI unrelated to market-based conditions must be
determined by the Board by 31 March 2024 for the year to 31 December 2023 and, if vested, the Performance Rights will expire on 30 June 2027.
4 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 3.6 cents
per share for a period of at least 1 month to 28 February 2023 and the Director remaining a director of the company after 28 February 2023.
5 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 5.4 cents
per share for a period of at least 1 month to 28 February 2024 and the Director remaining a director of the company after 28 February 2024.
2 0 2 3 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
6 The performance rights subject to market-based conditions will vest upon the company’s share price exceeding a VWAP equal to 7.2 cents
per share for a period of at least 1 month to 28 February 2025 and the Director remaining a director of the company after 28 February 2025.
7 The performance rights subject to KPI’s and assessment of meeting each KPI will vest upon introducing one or more potential acquisition
opportunities to the Company which acquisitions the Company proceeds with (M&A Fee) - an amount equal to 4% of the transaction value.
Introducing one or more potential investors to the Company, who subsequently invest in the Company (Capital Raising Fee) - an amount
equal to 6% of the proceeds received.
Fair value of options granted
The fair value at grant date of the Director options has been determined using the Black 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.
18 INVESTMENTS IN CONTROLLED ENTITIES
Controlled entities
The Company has the following subsidiaries:
NAME OF SUBSIDIARY
Mangrove Resources Pty Ltd
Xavier Resources Pty Ltd
Curie Resources Pty Ltd
Resolution Minerals Gold LLC
N23 LLC
Resolution Minerals Alaska Inc
COUNTRY OF
INCORPORATION
Australia
Australia
Australia
USA
USA
USA
CLASS OF
SHARES
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
PERCENTAGE HELD
2022
PERCENTAGE HELD
2023
100%
100%
100%
100%
100%
100%
19 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:
Financial assets
Cash and cash equivalents
Other assets
Investments
Financial liabilities
Trade payables
Lease liabilities
NOTE
5
9
10
8b
2023
$
1,309,038
100,121
2,459,019
3,868,178
384,495
31,875
416,370
100%
100%
100%
100%
100%
100%
2022
$
2,292,438
130,172
-
2,422,610
687,645
57,932
745,577
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.
50
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT
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 2023
would not have a material effect on the results.
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.
2023
Interest rate
2022
Interest rate
SENSITIVITY*
+1.65%
-1.65%
SENSITIVITY*
EFFECT ON:
PROFIT
$
+31,008
-31,008
EFFECT ON:
PROFIT
$
EFFECT ON:
EQUITY
$
+31,008
-31,008
EFFECT ON:
EQUITY
$
+ 1.65%
- 1.65%
+33,441
-33,441
+33,441
-33,441
* The method used to arrive at the possible change of 165 basis points (2022: 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.
The fair values of all financial assets and liabilities of the Group approximate their carrying values.
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 carrying values of all financial assets and liabilities of the Group approximate their fair values.
20 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
Total equity
Statement of profit of loss and other comprehensive income
Loss for the year
Total comprehensive loss for the year
2023
$
2022
$
1,262,893
21,857,459
346,024
32,614,902
13,438,376
1,289,030
21,511,435
8,345,340
8,345,340
1,954,363
24,779,661
316,444
29,365,765
5,480,638
828,359
24,712,486
971,126
971,126
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.
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21 SEGMENT PARENT ENTITY INFORMATION
Contributions by business segment based on geographical location are:
1 Exploration Australia: Wollogorang, Benmara, Carrara Range and George Projects – base metals, manganese, silica and uranium exploration.
2 Exploration USA: 64North and Allegra Projects – gold and nickel exploration.
3 Unallocated corporate expenditure.
EXPLORATION
AUSTRALIA
$
EXPLORATION
USA
$
UNALLOCATED
$
2023
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
2022
Income
Interest income
Other income
Expenses
Exploration expense
Impairment expense
Depreciation
Total expenses
-
-
(341,478)
(7,107,993)
-
(7,449,471)
1,910,383
250,000
2,160,383
17,651
2,142,732
EXPLORATION
AUSTRALIA
$
-
-
(48,277)
(1,964)
-
-
-
-
-
-
-
-
16,378,472
-
16,378,472
(1,021)
16,379,493
EXPLORATION
USA
$
-
-
(2,476)
-
-
-
TOTAL
$
32,549
360,758
(341,478)
(7,107,993)
(1,767,681)
(8,823,845)
18,288,855
3,669,171
21,958,026
477,801
21,480,225
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
24,905,316
32,549
360,758
-
-
(1,767,681)
(1,374,374)
-
3,419,171
3,419,171
461,171
2,958,000
UNALLOCATED
$
1,265
42,039
-
-
32,117
(1,026,075)
(950,654)
-
-
2,742,975
2,742,975
218,611
2,524,364
Profit / (Loss) before tax
(50,241)
(2,476)
Balance sheet
Restricted cash
-
-
Exploration and evaluation
8,651,382
14,295,697
All other assets
Total assets
Total liabilities
Net assets
-
8,651,382
97,832
8,553,550
-
14,295,697
468,295
13,827,402
52
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT 22 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 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.
All Performance Shares expired during the reporting period as the milestones noted below were not met.
(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).
23 GOING CONCERN BASIS OF ACCOUNTING
The financial report has been prepared on the basis of a going concern. During the year ended 30 June 2023 the Group recorded a net cash
outflow from operating and investing activities of $4,598,621 and an operating loss of $8,823,845. 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 financial report. No
allowance for such circumstances has been made in the financial report.
24 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.
On 25 July 2023, Managing Director Chris McFadden was issued 57,550,000 unquoted performance rights subject to KPI vesting conditions as
approved by shareholders.
On 6 September 2023, the Group signed a binding agreement for the sale of its wholly-owned Wollogorang Project located within the McArthur
Basin in the Northern Territory to NT Minerals Limited (ASX: NTM). The consideration for the sale of the project is $250,000 made up of $50,000
cash and $200,000 worth of shares in NT Minerals Limited (ASX: NTM).
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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 2023 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:
Duncan Chessell
Chair
Adelaide
28 September 2023
54
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT 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 Limited
Report on the audit of the financial report
Qualified Opinion
We have audited the financial report of Resolution Minerals Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, 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, except for the effects of the matters described below in the Basis for Qualified Opinion
section of our report, 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 2023 and of its performance for
the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
www.grantthornton.com.au
ACN-130 913 594
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‘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.
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INDEPENDENT AUDIT REPORT, continued
Basis for qualified opinion
As disclosed in note 9, the Group's investment in Midwest Lithium AG is carried at fair value through other
comprehensive income. The fair value of the investment has been determined using the expected share
price included in Midwest Lithium Limited’s initial public offering prospectus. As the initial public offering had
not been finalised at the date of approval of the financial statements, we were unable to obtain appropriate
audit evidence to determine the fair value of the investment. As such the carrying value of the investment of
$2,459,019 and increase in fair value recorded through other comprehensive income of $1,660,634 may not
be accurate. Our audit report has been qualified as a result of this limitation of scope.
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
qualified opinion.
Material uncertainty related to going concern
We draw attention to Note 23 in the financial statements, which indicates that the Group incurred a net loss of
$8,823,845 during the year ended 30 June 2023, and as of that date, the Group’s net cash outflow from
operating and investing activities of $4,658,621. As stated in Note 23, these events or conditions, along with
other matters as set forth in Note 23, 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 and the Basis for
Qualified Opinion 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 - Notes 1(d),
1(r)(ii) & 6
At 30 June 2023 the carrying value of exploration and
evaluation assets was $18,288,855.
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 indicators of impairment which may suggest the
carrying value is in excess of the recoverable value.
The process undertaken by management to assess
whether there are any impairment indicators in each
area of interest involves an element of management
judgement.
Our procedures included, amongst others:
• Reviewing management’s area of interest
considerations against AASB 6;
•
Conducting a detailed review of management’s
assessment of trigger events prepared in
accordance with AASB 6, including;
− Tracing projects to exploration licenses and
statutory registers to determine whether a right
of tenure existed;
Grant Thornton Audit Pty Ltd 2
56
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT INDEPENDENT AUDIT REPORT, continued
Key audit matter
How our audit addressed the key audit matter
Exploration and evaluation assets - Notes 1(d),
1(r)(ii) & 6
This area is a key audit matter due to the significant
judgement involved in determining the existence of
impairment indicators
− Enquiring management regarding their
intentions to carry out exploration and evaluation
activity in the relevant exploration area,
including reviewing 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 any 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 indicators; and
Reviewing the appropriateness of the related financial
statement disclosures.
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 2023, 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.
Grant Thornton Audit Pty Ltd 3
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INDEPENDENT AUDIT REPORT, continued
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 pages 11 to 15 of the Directors’ report for the year
ended 30 June 2023.
In our opinion, the Remuneration Report of Resolution Minerals Limited, for the year ended 30 June 2023
complies with section 300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
I S Kemp
Partner – Audit & Assurance
Adelaide, 28 September 2023
58
Grant Thornton Audit Pty Ltd 4
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT
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 2023.
The Company is listed on the Australian Securities Exchange.
There are no securities subject to voluntary escrow or ASX restriction as at 31 August 2023.
There is no current on-market buy-back.
SUBSTANTIAL SHAREHOLDERS
There are no substantial shareholders of the Company at 31 August 2023.
VOTING RIGHTS
Ordinary shares
Performance rights
Options
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.
No voting rights.
No voting rights.
DISTRIBUTION OF EQUITY BY SECURITY HOLDERS
HOLDING
QUOTED
ORDINARY SHARES
RML
QUOTED OPTIONS
30 SEPT 2023 $0.12
RMLOB
QUOTED OPTIONS
31 JULY 2025 $0.015
RMLO
UNQUOTED
PERFORMANCE
RIGHTS
UNQUOTED OPTIONS
15 DEC 2023 $0.03
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
#
130
293
202
915
823
%
0.00
0.06
0.14
3.38
96.42
Number of holders
2,3631
#
1
1
0
88
97
187
%
0.00
0.00
0.00
6.36
93.64
#
10
28
20
144
228
430
%
0.00
0.01
0.03
0.99
98.97
-
-
-
-
14
14
1
1
-
47
128
175
Securities on issue
1,257,291,807
100.00
74,634,643
100.00
624,508,035
100.00
101,064,7002
79,484,111
1 There were 1,436 holders of less than a marketable parcel of ordinary shares ($500 amounts to 100,000 shares at $0.005).
2 Performance Rights were issued under the Company’s Performance Share Plan.
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ASX ADDITIONAL INFORMATION, continued
TWENTY LARGEST HOLDERS OF ORDINARY SHARES – RML
BNP Paribas Nominees Pty Ltd
Mr Menachem Mendel Rogatsky
Mr Moshe Mordechai Schreiber
Constr LLC
Mr Shneur Zalman Rogatsky
BNP Paribas Nominees Pty Ltd ACF Clearstream
Acuity Capital Investment Management Pty Ltd
Citicorp Nominees Pty Limited
Mr Shalom D Rogatsky
Mr Nico Civelli
Mrs Hui Ying Chen
Mr Fazel Kabir Mosaddiq
Ms Michelle Jane Braham
Mr Junlong Liang
ASB Nominees Limited <123619 A/C>
Strategic Energy Resources Limited
Mesh Bk LLC
Ekiran Mekiran Pty Ltd
Mr Jacob Steven Menzie
3-29 KWS P/L <3-29 KWS Unit A/C>
Total ordinary shares on issue
NO. OF SHARES HELD
% HELD
72,479,191
57,725,000
54,931,840
51,460,000
48,647,700
38,576,495
32,005,599
28,971,173
21,679,796
19,988,498
19,000,000
16,274,658
15,488,750
15,147,111
14,902,288
13,273,778
13,000,000
12,901,544
12,000,770
11,685,021
5.76
4.59
4.37
4.09
3.87
3.07
2.55
2.30
1.72
1.59
1.51
1.29
1.23
1.20
1.19
1.06
1.03
1.03
0.95
0.93
570,139,212
1,257,291,807
45.35
100.00
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
60
RESOLUTION MINERALS LTD | 2023 ANNUAL REPORT ASX ADDITIONAL INFORMATION, continued
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
Coldaw Pty Ltd
Mr Peter Hendry
Mr Edward O’Brien & Mrs Naomi O’Brien
Strut Pty Ltd
Mr Sean Anthony Faherty
Prosperity Fund Pty Ltd
Ms Susan Lavertu
Mrs Maria Rontziokos & Mr Fotios Rontziokos
Taycol Nominees Pty Ltd <211 A/C>
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
Mineraria Toro Pty Ltd
HSBC Custody Nominees (Australia) Limited - A/C 2
Mr Gary Mark Colman
Parry Capital Management Limited
Total quoted options on issue
12,428,571
7,857,143
6,276,367
5,000,000
4,099,067
2,500,000
1,750,000
1,688,363
1,677,143
1,500,000
1,325,000
850,000
784,539
691,390
675,000
625,000
625,000
571,429
527,397
500,000
16.65
10.53
8.41
6.70
5.49
3.35
2.34
2.26
2.25
2.01
1.78
1.14
1.05
0.93
0.90
0.84
0.84
0.77
0.71
0.67
51,951,409
74,634,643
69.62
100.00
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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
M & K Korkidas Pty Ltd
Mr Menachem Mendel Rogatsky
Dealaccess Pty Ltd
Constr LLC
Mr David Wayne Austin & Mrs Christina Yit Ling Austin
Mr Jason Tang
Mr David John Rawlings
JL And RA Roberts Pty Ltd
PAC Partners Securities Pty Ltd
SP Capital Fund Pty Ltd
Mr Craig Russell Stranger
Dosh Finance Australia Pty Ltd
Mr Errol Bome & Mrs Melanie Bome
Ace Drafting Pty Ltd
Mr Dominic Dirupo
Mr MD Muntasir Billah
Emerging Equities Pty Ltd
Mr Muhammad Taher Uddin
Challney Technology Ventures Pty Ltd
Mr Christopher Lindsay Bollam
Total quoted options on issue
32,195,945
30,000,000
26,617,061
22,452,476
20,100,000
18,000,000
16,943,661
14,000,002
12,064,863
12,000,000
10,522,697
10,000,000
10,000,000
10,000,000
9,562,500
9,535,000
9,394,152
9,236,034
9,066,666
8,655,982
5.16
4.80
4.26
3.60
3.22
2.88
2.71
2.24
1.93
1.92
1.68
1.60
1.60
1.60
1.53
1.53
1.50
1.48
1.45
1.39
300,347,039
624,508,035
48.09
100.00
62
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