ANNUAL REPORT 2024
RESOURCE MINING
CORPORATION LIMITED
ABN 97 008 045 083
TABLE OF CONTENTS
RMC ANNUAL REPORT 2024
Corporate Directory ...................................................................................................................................... 1
Chairman’s Letter ......................................................................................................................................... 2
Directors’ Report ........................................................................................................................................... 3
Financial Statements .................................................................................................................................. 25
Notes to the Consolidated Financial Statements ....................................................................................... 29
Consolidated entity disclosure statement………………………………………………………………………..52
Directors’ Declaration ................................................................................................................................. 53
Independent Auditor’s Report to the Members........................................................................................... 54
Independent Auditor’s Independence Declaration ..................................................................................... 58
Additional Information ................................................................................................................................. 59
CORPORATE DIRECTORY
1
ABN
97 008 045 083
Directors
Asimwe Kabunga (Executive Chairman and Executive Director)
Trevor Matthews (Non-Executive Director)
David Round (Non-Executive Director)
Noel O’Brien (Non-Executive Director)
Company Secretary
Kellie Davis
Registered Office
Level 5
191 St. Georges Terrace
PERTH, WESTERN AUSTRALIA 6000
Principal Place of Business
Level 5
191 St. Georges Terrace
PERTH, WESTERN AUSTRALIA 6000
Telephone: +61 2 8072 1400
Website: www.resmin.com.au
Share Registry
Automic
Level 5, 126 Phillip Street
SYDNEY, NSW 2000
Telephone
Within Australia: 1300 288 664
Outside Australia: +61 2 9698 5414
hello@automicgroup.com.au
Auditor
BDO Audit Pty Ltd
Level 9
Mia Yellagonga Tower 2
5 Spring Street
PERTH, WESTERN AUSTRALIA 6000
Telephone: +61 8 6382 4600
Facsimile: +61 8 6382 4601
Bankers
Westpac Bank
116 James Street
NORTHBRIDGE, WESTERN AUSTRALIA 6000
Securities Exchange Listing
Resource Mining Corporation Limited shares
are listed on the Australian Securities Exchange
(Home Exchange – Perth)
ASX Code: RMI
CHAIRMAN’S LETTER
2
Dear Shareholders,
On behalf of Resource Mining Corporation Limited’s Board of Directors, I’m pleased to present the Annual Report for
the year ended 30 June 2024.
The acquisition of the Mpanda and Mbozi Copper-Gold Projects in Tanzania represented a significant milestone for the
Company during the year. These two highly prospective projects are located within the Ubendian Orogenic Belt, which
is highly mineralised and host to several actively producing mines.
In the short period since acquiring these projects, we have progressed Mpanda from initial soil surveys, through to
trenching, auger drilling, and most recently our maiden RC drill program at some of the priority targets.
Through this work, we have already identified ten key anomalies, including Stalike, Mpanda Ndogo, Kabungu,
Magamba, Kapalala, Makongolo, Vikonge, Mapinduzu, Soko, and Milala, each of which is at least 2km long. We are
systematically working through the findings from our ongoing program, to prioritise the anomalies and plan our
upcoming campaigns.
Kabungu yielded samples grading 11.9% Cu and 36.7g/t Au in an artisanal pit, and subsequently delivered some
encouraging assays from the maiden RC drilling, including 4m at 2.5g/t Au and 0.5% Cu; as well as 2m at 0.74g/t Au.
At Stalike, located just south of the producing Katavi Mine, assay results included 5m @ 1.13% Copper from trenching,
and auger results at Mpanda Ndogo returned grades up to 0.21% Copper.
We have a great deal of exciting work ahead of us to follow up the rich set up of initial findings, and a key focus for the
company in the coming financial year will be advancing the most promising targets at Mpanda toward resource
definition.
While market appetite for lithium has cooled, we remain enthusiastic on the potential at our Finnish lithium projects,
Hirvikallio and Kola. Field work at Hirvikallio confirmed the presence of lithium-bearing pegmatites including 4.70%
Li2O.
In addition, we have secured the exploration permit for Köyhäjoki, which boasted assays up to 5.26% Li2O, is along
trend from Keliber’s key deposits, and includes the ground hosting most of the high-grade Lithium-pegmatite boulder
trains. We look forward drilling here in the coming months.
We thank investors for their support particularly during such challenging market conditions,
and look forward updating investors on progress across this exciting project portfolio during the busy year ahead.
Yours sincerely,
Asimwe Kabunga
Executive Chairman
Yours sincerely,
Asimwe Kabunga
Executive Chairman
DIRECTORS’ REPORT
3
Your Directors present their report for the financial year ended 30 June 2024.
DIRECTORS
The following persons were Directors of Resource Mining Corporation Limited during the whole of the financial year
and up to the date of this report, unless otherwise stated:
Asimwe Kabunga
Chairman and Director (Executive)
Trevor Matthews
Director (Non-Executive)
David Round
Director (Non-Executive)
Noel O’Brien
Technical Director (Non-Executive)
PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was mineral exploration in Tanzania and Finland.
Summary of Financial Position, Asset Transactions and Corporate Activities
A summary of key financial indicators for the Group, with prior period comparison, is set out in the following table:
Year
30 June 2024
Year
30 June 2023
$
$
Cash and cash equivalents held at year end
157,054
857,694
Net profit/(loss) for the year after tax
(3,126,301)
(11,341,342)
Included in profit/loss for the year:
Share-based payments
(1,458,519)
(2,225,242)
Finance costs – implicit interest on fair value adjustment of loans
-
-
Exploration expenditure and impairment
(244,650)
(6,695,352)
Basic earnings/(loss) per share (cents) from continuing operations
(0.54)
(2.26)
Net cash (used in) operating activities
(1,496,737)
(2,538,368)
Net cash (used in) investing activities
(1,673,734)
(523,019)
Net cash from financing activities
2,469,831
2,271,476
During the year:
•
On 21 August 2023 20,000,000 shares were issued at 5c per share. Raising capital of $910,000 and settling part
loan repayment via issue of shares to Leticia Kabunga in relation to the amount owing by MNTL for $90,000.
•
On 18 September 2023 6,640,355 shares were issued at 5c per share. Raising capital of $314,847 and settling
final loan repayment via issue of shares to Leticia Kabunga in relation to the amount owing by MNTL for $17,351.
•
On 2 October 2023 10,000,000 shares were issued at 5c per share. Raising capital of $441,677 and settling debt
due to Asimwe Kabunga in relation to the amount owing by RMI for consultancy services for the amount $58,323.
•
On 29 January 2024, exploration permit granted for Kola Lithium Project for Element 92 Pte Ltd. The result of the
granting of permit satisfied one of the conditions resulting in the issue of ordinary shares to fully acquire Element
92 Pte Ltd which via Finland domiciled subsidiary, RMI Finland Oy, holds the exploration permit for the Köyhäjoki
project and the exploration permit applications for the Pikkukalio, Neverbacka and Laitiainen projects.
•
On 5 February 2024, Resource Mining Corporation Limited executed a Joint Venture Deed with Tanzanian
company Vancouver Mineral Resources Limited (VMR) whereby Resource Mining Corporation Limited will be
issued new shares such that it will hold 75% of VMR’s issued capital in exchange for funding and managing the
project exploration and study activities through to a feasibility study. A Royalty Deed has been executed between
VMR and the minority shareholders, which grants a 1% net smelter royalty to the minority shareholders on all
copper, gold and any by-product or co-product minerals mined and extracted by VMR in the Mpanda and Mbozi
Cu-Au Project areas. Upon completion of the feasibility study or studies, Resource Mining Corporation Limited’s
sole funding obligations will cease and the parties will enter into discussion to agree the terms for the development
and funding of the projects(s). The deed ensures that the minority shareholders will retain their 25% shareholding
in VMR until the feasibility study or studies are completed. Control over the entity has been established as at 5
February 2024.
DIRECTORS’ REPORT
4
REVIEW OF OPERATIONS
Mpanda and Mbozi Copper-Gold projects, Western Tanzania
During the financial year, the company acquired the Mpanda and Mbozi Cu-Au Projects, by acquiring 75% of the issued
shares of Tanzanian company, Vancouver Mineral Resources Limited1. The Mpanda and Mbozi Cu-Au Projects are
located within some of the most prospective ground in the Ubendian Orogenic Belt, a significant multi-element resource
area in Western Tanzania.
Figures 1&2: Location of the Mpanda and Mbozi Cu-Au Projects, Tanzania
Activity has been focused on the Mpanda Cu-Au Project, which holds a strategic tenement portfolio covering
1,055.96km2 surrounding the high-grade, producing Katavi Copper/Gold Mine.
Initial assessment employed the use of pXRF2 testing of the soil and auger samples, which generated 9 targets each
over 2,000m in strike length. These results were subsequently corroborated by assays from a registered laboratory to
to confirm their scope and consistency
1 Refer to ASX announcement dated 5 February 2024 “Two Copper-Gold Projects acquired in Tanzania”
2 It should be noted that pXRF readings are spot readings and are only a guide to actual assay results and should not be considered as a proxy or
substitute for laboratory analysis where concentrations or grades are the factor of principal economic interest.
DIRECTORS’ REPORT
5
.
Figure 3: Mpanda Project Anomalies including the Katavi Copper Mine location
Anomalies identified to date include Stalike, Mpanda Ndogo, Kabungu, Magamba and Kapalala, Makongolo, Vikonge,
Mapinduzu, Soko, and Milala.
Kabungu Anomaly
The Kabungu Cu-Au anomaly was initially defined by soil sampling and field mapping as three anomalous areas with
widths ranging from 60m to 200m with strike lengths of 2.8km to 3.6km, trending NW–SE.
DIRECTORS’ REPORT
6
Figure 4: Kabungu Copper anomaly SGS laboratory results
Artisanal workings along strike of the soil anomaly were also tested with rock samples analysed by SGS Mwanza, with
significant results as listed below:
-
6.97% Copper with 17.97g/t gold (rock sample)
-
6.93% Copper with 6.54 g/t gold (rock sample)
-
0.30% Copper with 0.26g/t gold (rock sample)
Sampling and mapping within the Kabungu Cu anomaly was also completed within adjacent artisanal holdings with the
consent of the owners. This work aided in structural and geological data as well as the provision of a high-grade Cu
and Au sample (11.9% Cu and 36.7g/t Au) within the defined anomaly and along strike of the major structural feature
of the area.
DIRECTORS’ REPORT
7
Figure 5: RC Drilling at Mpanda Project
Specific targets for RC drilling at Kabungu were defined based on Auger drilling, mapping of structures and geological
features such as gossans and quartz stockwork. Assays published post quarter included 4m at 2.5g/t Au and 0.5%
Cu from 39m; and 2m at 0.74g/t Au from 47m in hole MPRC0007.
Figure 6: Kabungu assay results, rock samples and soil geochem anomalies
A ground magnetic survey program is planned across the soil geochemistry target at Kabungu to clearly define the
structure hosting the mineralisation and aid the upcoming drilling program.
DIRECTORS’ REPORT
8
Stalike anomaly
The Stalike Cu-Au target is a 5km x 600m anomaly located along an E-W cross-cutting fault to the regional NW-SE
trend, and it has minor artisanal mining present within the soil anomaly outline.
A shallow artisanal pit within the Stalike anomaly was tested through grab samples with results indicating very high-
grade Cu values (4.12% - 13.58% Cu), as well as Au values (1.41g/t - 3.24g/t Au). The mineralised reef has a
mapped width of 70m. The results are as per the table below:
Table 1: Assay results for samples from Stalike
Following this, thirteen (13) channel samples were collected from surface to 13m depth. High grade Cu assay reslts
included a mineralised intersection of 5m @ 1.13% Cu (containing 1m @ 2.3% Cu) with anomalous Au values to
depth3.
Based on these findings three (3) RC drill holes were drilled within the Stalike Cu anomaly, to test an area under and
adjacent to the artisanal workings. Drilling proved difficult due to complex geology and highly weathered ground rock
surrounding quartz seams and mafic inliers. Drill holes did not reach target depths; however some anomalous Cu/Au
values were located within the drill results.
Mpanda Ndogo anomaly
The Mpanda Ndogo anomaly is located north of Mpanda town site within a shear zone correlating to known Cu
occurrences. The anomaly is ~5km in length with widths >250m, creating significant scope for scale.
Auger sampling was conducted at Mpanda Ndogo, following up on high-grade soil sampling results within the anomaly.
A total of 36 auger holes were drilled until blade refusal, with the deepest hole going to the maximum depth of 14m.
Figure 7: Mpanda Ndogo section with auger holes and pXRF & lab results
Auger drilling results confirmed the broader soil anomaly within the prospect at Mpanda Ndogo as well as two areas of
elevated Cu in the base of holes MPAG004 and MPAG006, which returned grades of 0.21% and 0.20% respectively.
DIRECTORS’ REPORT
9
After this successful Auger drilling program, four (4) RC drill holes were drilled at Mpanda Ndogo anomaly based on
results from auger drilling, trenching and detailed geological mapping programs3. Results were published post quarter
with 2 holes showing anomalous geology and Cu values, with assays still pending for the other 2 holes.
Vikonge anomaly
Further soil sampling north of the Mpanda Ndogo, at Vikonge, has located further areas of anomalous Cu through the
use of pXRF4. Samples were forwarded to the laboratory for confirmation of the anomalous Cu results. This anomaly
was included in the RC drilling program with 3 holes completed in July 2024, results are pending.
Magamba and Kapalala anomalies
The Magamba anomaly is located on the western edge of the tenements south of Mpanda townsite and is SW of the
historic Mkwamba Pb/Cu/Au mine.
Figure 8: Location of laboratory soil sample assays for Magamba anomalies
Seven section lines of soil samples were submitted for full laboratory analysis and the results have confirmed a large
series of significant Cu anomalies within the previously defined anomalous areas (Figure 8).
Samples were also submitted for four outstanding anomalies, Kapalala, Soko, Milala and Makongolo. Following this,
Magumbu and Kapalala were tested by auger drilling.
Southern Tanzania: Liparamba Project
Liparamba is situated in southern Tanzania, close to the border with Mozambique. This project had previously been
investigated by BHP/Albidon, which had identified several high confidence targets. A Reverse Circulation (RC) drilling
program commenced in July5 with highly encouraging findings at the first hole (LPRC001) which intersected
disseminated sulphides (38m to 120m down the hole, see Figure 9), leading the Company to subsequently upgrade
the program to a Diamond Drilling (DD) program.
3 ASX announcement 6 June 2024 “RC Drilling Program to commence at Mpanda Cu-Au Project, Tanzania”
4 It should be noted that pXRF readings are spot readings and are only a guide to actual assay results and should not be considered as a proxy or
substitute for laboratory analysis where concentrations or grades are the factor of principal economic interest.
5 Refer to ASX announcement dated 19 June 2023 “Drilling commences at Liparamba Nickel Project, Tanzania”.
DIRECTORS’ REPORT
10
Figures 9: Initial RC drillhole showing mafic rock at Liparamba
A total of nine (9) 150-200m deep DD holes were drilled along the southern corridor of the Liparamba Nickel Project.
The DD program concentrated upon the coincidental anomalies from the AMT and AEM data, as well as recent
geological field surveys and older soil surveys.
Figure 10: Initial diamond drillhole core showing mafic rock at Liparamba
The Diamond Drill program consisted of 9 drill holes (Figure 11) that were targeting coincidental airborne
electromagnetic, audio-frequency magnetotellurics (AMT), and geochemically define targets (grab samples and soil
surveys). Anomalous Ni-Cu values were detected within a number of the drill holes including 0.35-0.40% Nickel and
0.20-0.23% Copper at133-135m.
Figure 11: Location Map of Diamond Drill holes, Liparamba Ni Project
DIRECTORS’ REPORT
11
This drill program is the first confirmation of Ni-Cu mineralisation within this exciting new untested region with large
areas yet to be explored, with defined targets at depth from the recently completed AMT survey still to be tested.
Southern Tanzania: Mbinga Ni Project
Field work was also undertaken earlier in the year in another of the southern projects, Mbinga. Soil geochemical surveys
(Figure 12) have confirmed the previous anomalous results by BHP/Albidon.
Figure 12: Soil survey results – Mbinga Eastern Anomaly
An auger sampling program was carried out across a large Electro Magnetic (EM) target defined by BHP/Albidon in the
Mbinga mafic Inlier. Initial results proved very encouraging with the presence of anomalous Ni and Cu over the EM
target and defined plate within the eastern region of the mafic inlier at Mbinga.
Kola Lithium Project, Finland
Field work completed at the Kola Lithium Project in Central Finland suggested the presence of Lithium-bearing
pegmatites. Results confirmed high-grade Li-containing pegmatite boulders from North to South across the central part
of the Kola permit, along the same trend that hosts the Keliber Li-pegmatite deposits6.
The highest Li value was observed in sample KL0084 (5.26% Li2O) as per Table 2 below. 52 out of 68 boulder samples
contained more than 1.0% Li2O. 27 samples contained more than 2% Li2O.
6 Refer to ASX announcement dated 3 August 2023 “Field Assays up to 5.26% Li2O from Kola Lithium Project
DIRECTORS’ REPORT
12
Table 2: High Grade Samples from Kola and Hirvikallio Project Area
GeoBlast OY of Finland completed a GPR-survey over the pegmatite boulder fields in the western part of the Kola
tenement, with the survey showing a depth to bedrock below the boulder fields between 8m and 11m.
During the year, RMI’s wholly owned Finnish subsidiary was granted the highly prospective Köyhäjoki exploration
permit, valid for 4 years and renewable to a maximum of 15 years, without receiving any objections during objection
periods from Tukes, the Finnish Safety and Chemicals Agency7.
The Köyhäjoki Exploration Permit area covers 2,128.8 hectares and is located in the central part of the former Kola
reservation area (Figure 13). The Kola reservation area was explored by the Company during the 2022 and 2023 field
seasons. The area of the Kola project in which most of the high-grade Li-pegmatite boulder trains have been identified
was then converted into the Köyhäjoki Exploration Permit. This area is also along trend from Keliber’s key deposits.
In addition, RMI’s Neverbacka reservation application was approved by the Finland agency, Tukes. The area adjoins
the Kola Lithium Project in Central Finland and adds 10.64 km2 of prospective ground that has the potential to host
high-grade Lithium-bearing pegmatites. The Company has made an application for an exploration permit which has
been submitted to Tukes.
7 Refer to ASX announcement dated 29 January 2024 “Exploration Permit granted for Kola Lithium Project, Finland”
DIRECTORS’ REPORT
13
Figure 13: Kola project reservation, EP areas, sampling locations and assay grade
An application to convert a second highly prospective part of the Kola reservation into the Pikkukallio Exploration Permit
was submitted to Tukes.
With the previous field work and assay data, boulder fan models were completed by RMI geological consultants,
Skapto. According to the current interpretation, there can be between 12 and 17 boulder fans in or next to the Kola
reservation.
Boulders in this region are moved generally by glacial transportation processes, with research by Finnish Geological
Services (“GTK”) indicating that this movement has a maximum of 1.5km to 2km in SSE direction from the pegmatitic
source. This means that the source(s) of the spodumene containing boulders are likely located in the Köyhäjoki Permit.
Finland: Hirvikallio Project
The Hirvikallio Lithium Project is located on a 165 km2 exploration reservation in the Somero-Tammela region, Southern
Finland. The Finnish Geological Survey, GTK, considers it one of the most promising lithium pegmatite provinces in
Finland.
DIRECTORS’ REPORT
14
Figure 14: 2023 sampling locations in the Hirvikallio project
Earlier in the year, results from the field work at the Hirvikallio Lithium Project, in Southern Finland, confirmed the
presence of lithium-bearing pegmatites8. Results of rock chip sampling of outcropping pegmatites include 4.70% Li2O,
3.79% Li2O, 3.46% Li2O and 2.75% Li2O (Ref: Table 2 above).
Figure 15 & 16: Torkkomaki and Penikoja targets showing Li-grades of recent samples
Additional field work was carried out improving our understanding of the Li-mineralisation and extending the areas
containing Li-pegmatites. Assay results of the 22 collected samples were received and include 4.26% Li2O (HV0141),
3.3% Li2O (HV0142), 0.51% Li2O (HV0147) and several other samples with anomalous Li-values. These results
confirm again the Li-potential of the pegmatites.
The Rare Earth Elements (“REE”), Potassium (“K”), Rubidium (“Rb”) and other trace element ratios of the high-grade
Li-samples were also assessed. Similarities and trends in these trace element ratios between pegmatites will allow us
to identify which of the other pegmatite bodies can potentially host economic Li-grades and should be included in the
planned drill program. An exploration permit application over the identified Li-pegmatites has been prepared.
8 Refer to ASX announcement dated 3 August 2023 “Field Assays up to 5.26% Li2O from Kola Lithium Project
DIRECTORS’ REPORT
15
MATERIAL BUSINESS RISKS
The Board of Directors review the key risks associated with conducting exploration and evaluation activities in Tanzania
and Finland and the steps to manage those risks. The following is a list of risks which the Directors believe are or
potentially will be material to the consolidated entity’s business, however, this is not a complete list of all risks that
the consolidated entity is or may be subject to.
Exploration
The mineral exploration licences comprising the Projects are at various stages of exploration, and potential investors
should understand that mineral exploration and development are high-risk undertakings.
There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired
in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified,
there is no guarantee that it can be economically exploited.
The future exploration activities of the Company may be affected by a range of factors including geological conditions,
limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and
technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant
breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental
accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant,
equipment and staff, changing government regulations and many other factors beyond the control of the Company.
The success of the Company will also depend upon the Company being able to maintain title to the mineral exploration
licences comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that
exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction
in the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration licences
comprising the Projects.
Tenure, Access and Grant of Applications
Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is
subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining
authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment
of areas of the tenements. The imposition of new conditions or the inability to meet those conditions may adversely
affect the operations, financial position and/or performance of the Company.
The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing
exploration in Tanzania and Finland and the ongoing expenditure budgeted for by the Company. However, the
consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the
Company could be significant.
Future Funding Risk
Continued exploration and evaluation is dependent on the Company being able to secure future funding from equity
markets. The Company will need to undertake equity/debt raisings for continued exploration and evaluation. There can
be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to
obtain sufficient financing for the Group’s activities and future projects may result in the delay or cancellation of certain
activities or projects, which would likely adversely affect the potential growth of the Group.
Unforeseen Expenditure Risks
Exploration and evaluation expenditures and development expenditures may increase significantly above existing
projected costs. Although the Group is not currently aware of any such additional expenditure requirements, if such
expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Group and its
proposed business plans.
Environmental, Weather & Climate Change
The highest priority climate related risks include reduced water availability, extreme weather events, changes to
legislation and regulation, reputational risk, and technological and market changes. Mining and exploration activities
have inherent risks and liabilities associated with safety and damage to the environment, including the disposal of waste
products occurring as a result of mineral exploration and production, giving rise to potentially substantial costs for
environmental rehabilitation, damage control and losses. Delays in obtaining approvals of additional remediation costs
could affect profitable development of resources.
DIRECTORS’ REPORT
16
Cyber Security and IT
The Group relies on IT infrastructure and systems and the efficient and uninterrupted operation of core technologies.
Systems and operations could be exposed to damage or interruption from system failures, computer viruses, cyber-
attacks, power or telecommunication provider’s failure or human error.
PARTICULARS OF DIRECTORS AND COMPANY SECRETARY
Asimwe Kabunga
Chairman and Director (Executive)
Qualifications: Bachelor of Science, Mathematics and Physics
Term: Executive Director since 9 May 2022 and Executive Chairman since 16 June 2022
Experience: Mr Kabunga is a Tanzanian-born Australian entrepreneur with extensive technical and commercial
experience in Tanzania, Australia, the United Kingdom and the United States. Mr Kabunga has extensive experience
in the mining industry, logistics, land access, tenure negotiation and acquisition, as well as a developer of technology
businesses. Mr Kabunga has been instrumental in establishing the Tanzanian Community of Western Australia Inc.,
and served as its first President. He was also a founding member of Rafiki Surgical Missions and Safina Foundation,
both NGO’s dedicated to helping children in Tanzania.
Interest in Shares, Options and Performance Rights in Resource Mining Corporation Limited: 138,474,001 ordinary
shares held directly and 15,200,000 ordinary shares held by related parties. 2,094,148 unlisted options held directly,
exercisable at $0.008 per share and expiring 20 May 2025. 20,000,000 Performance Rights held directly expiring 31
December 2024.
Special Responsibilities: Mr Kabunga is Executive Chairman and Director.
Directorships held in other listed entities current or last 3 years: Current Non-Executive Chairman of Volt Resources
Limited and Executive Chairman of Lindian Resources Limited. Previously Executive Chairman of AuKing Mining
Limited from 19 October 2022 to 3 June 2024.
Trevor Matthews
Director (Non-Executive)
Qualifications: Bachelor of Commerce, Post-Graduate Diploma in Applied Finance and Investment
Term: Director since 22 November 2021
Experience: Mr Matthews has an accounting and finance background with 35 years’ experience in the resources
industry including roles with North and WMC Resources in executive-level positions and most recently he was
Managing Director/CEO of ASX-listed Volt Resources Limited for a six-year term. Previously he held the role of
Managing Director at MZI Resources (2012-16), advancing the $110 million Keysbrook mineral sands project from
feasibility study stage through to production, and Murchison Metals (2005-12), developing an operating iron ore mine
and associated logistics infrastructure in WA’s Midwest as part of a larger JV with Mitsubishi Corporation to develop a
large-scale iron ore mine and the multi-user Oakajee Port and Rail infrastructure project.
Consequently,
he
has
extensive
executive
management
experience
of
feasibility
studies,
project
planning/development, coordination and leveraging capital markets effectively to secure the appropriate mix of
debt/equity funding, to successfully complete a mining project.
Interest in Shares, Options and Performance Rights in Resource Mining Corporation Limited: 5,000,000 Performance
Rights held directly expiring 31 December 2024.
Special Responsibilities: Mr Matthews is a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: Previously Managing Director for Volt Resources
Limited from 1 July 2022 to 29 June 2023 and Executive Chairman of Victory Goldfields Limited from 22 July 2021 to
30 July 2024.
David Round
Director (Non-Executive)
Qualifications: Chartered Accountant, MBA
Term: Director since 23 March 2022
DIRECTORS’ REPORT
17
Experience: Mr Round is an experienced finance professional with nickel and graphite operational experience within
Africa and internationally. He is a qualified accountant and holder of an MBA and is currently an Executive Director of
Evion Group (Formerly BlackEarth Minerals NL) and previously Head of Finance, Sales and Marketing at Australian
graphite producer, Bass Metals Ltd where he led a large team in the development of a successful mine operation with
supplies of critical minerals worldwide. Prior roles held by Mr. Round include CFO of Nickel producer, Albidon Ltd, and
Ironbark Zinc Ltd and formerly a senior executive at Ernst & Young and KPMG (London)
Interest in Shares, Options and Performance Rights in Resource Mining Corporation Limited: 5,000,000 Performance
Rights held directly expiring 31 December 2024.
Special Responsibilities: Mr Round is a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: Current Managing Director of Evion Group (previously
Executive Director).
Noel O’Brien
Technical Director (Non-Executive)
Qualifications: Bachelor’s degree in Metallurgical Engineering from the University of Melbourne, an MBA from the
University of the Witwatersrand and is a Fellow of the AusIMM.
Term: Director since 20 June 2022
Experience: Mr O’Brien is a metallurgist with wide international and corporate experience. After a career spanning 40
years in Australia and Africa he established Trinol Pty Ltd, a Perth based consultancy, to provide process and project
development services over a broad range of commodities. Mr O’Brien has been actively involved with projects
containing manganese, iron ore, gold, base metals, and battery metals including lithium, graphite and cobalt.
He has served on the board of a number of ASX listed companies over the past 9 years and is currently a technical
advisor to several listed companies with early to advanced stage projects.
Interest in Shares, Options and Performance Rights in Resource Mining Corporation Limited: 725,651 ordinary
shares held directly and 5,000,000 Performance Rights held directly expiring 31 December 2024.
Special Responsibilities: Mr O’Brien is a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: Current Independent Non-Executive Director of Galileo
Mining Limited. Previously Non-Executive Director of Mali Lithium from 1 December 2017 to 6 April 2020 and Metals
Tech Limited from 17 June 2019 to 6 July 2020.
Kellie Davis
Company Secretary
Qualifications: B.Comm, CA
Term: Appointed 26 January 2023
Experience: Mrs Davis has over 20 years’ experience in accounting and ASX compliance, predominantly in the resource
sector. Beginning her career in Audit with Ernst &Young, she worked for as a Financial Accountant and provided
company secretarial services for a number of listed ASX companies in the exploration and resources sectors. Mrs
Davis has a Bachelor of Commerce (Accounting and Finance) Degree and is a Chartered Accountants Australia & New
Zealand member.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors held during the year ended
30 June 2024, and the number of meetings attended by each Director.
Board Meetings
Number
eligible to
attend
Number
attended
Asimwe Kabunga
6
6
Trevor Matthews
6
6
David Round
6
6
Noel O’Brien
6
6
DIRECTORS’ REPORT
18
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group intends to continue its exploration activities with a view to the commencement of mining operations when
practical. Refer to the Subsequent Events section in this Director’s Report.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during
the financial year under review not otherwise disclosed in this report or in the consolidated accounts.
DIVIDENDS
No dividends were paid or declared during the year. The Directors do not recommend payment of a dividend.
ENVIRONMENTAL REGULATIONS
The Group has conducted exploration activities on its mineral tenement. The right to conduct these activities is granted
subject to environmental conditions and requirements. The Group aims to ensure a high standard of environmental
care is achieved and, as a minimum, to comply with relevant environmental regulations. There have been no known
breaches of any of the environmental conditions.
OPERATING AND FINANCIAL REVIEW
Review of Operations
Refer to page 4 of the Directors’ Report.
SHARE OPTIONS
As at the date of this report, the following unlisted options over unissued ordinary shares in Resource Mining
Corporation Limited have been issued:
Number of
Options
Option Exercise
Price A$
Option Expiry
4,094,148
$0.08
20/05/2025
8,000,000
$0.10
25/05/2025
5,000,000
$0.15
22/06/2025
11,031,813
$0.15
26/10/2025
PERFORMANCE RIGHTS
As at the date of this report, the following unlisted performance rights in Resource Mining Corporation Limited have
been issued:
Number of
Performance Rights
Performance
Rights Expiry
Series 1 – 17,500,000
31/12/2024
Series 2 – 17,500,000
31/12/2024
REMUNERATION REPORT (Audited)
The Directors present the 2024 Remuneration Report, outlining key aspects of Resource Mining Corporation’s
remuneration policy and framework, together with remuneration awarded this year.
The report is structured as follows:
A. Key management personnel (KMP) covered in this report
B. Remuneration policy, link to performance and elements of remuneration
C. Contractual arrangements of KMP remuneration
D. Remuneration of key management personnel
E. Equity holdings and movements during the year
F.
Other transactions with key management personnel
G. Use of remuneration consultants
DIRECTORS’ REPORT
19
H. Voting of shareholders at last year’s annual general meeting
A. KEY MANAGEMENT PERSONNEL (KMP) COVERED IN THIS REPORT
For the purposes of this report key management personnel of the Group are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including
any Director (whether Executive or otherwise).
Key Management Personnel during the Year
Non-Executive Directors
Trevor Matthews
Non-Executive Director
David Round
Non-Executive Director
Noel O’Brien
Non-Executive Director
Executive Directors
Asimwe Kabunga
Executive Director and Chairman
Chief Executive Officer
Andrew Nesbitt
Appointed 16 January 2023 and resigned 28 July 2023
B. REMUNERATION POLICY, LINK TO PERFORMANCE AND ELEMENTS OF REMUNERATION
The Board’s policy is to remunerate Directors, officers and employees at market rates for companies of similar size and
industry, for time, commitment and responsibilities. The Board determines payment to the Directors and reviews their
remuneration as required, based on market practice, duties and accountability. Independent external advice is sought
when required. The maximum aggregate amount of Directors’ fees that can be paid is subject to approval by
shareholders in general meeting, from time to time. Fees for Non-Executive Directors are not linked to the performance
of the Group. However, to align Directors’ interests with shareholders’ interests, the Directors are encouraged to hold
securities in the Company.
The remuneration of Non-Executive Directors is set by reference to payments made by other companies of similar size
and industry, and by reference to the Director’s skills and experience, and for the Reporting Period included a
consideration of the financial restrictions in place on the Company.
Remuneration policy and framework
The Company's policy on remuneration clearly distinguishes the structure of Non-Executive Directors’ remuneration
from that of executive Directors and senior executives. The remuneration of Non-Executive Directors is set by reference
to payments made by other companies of similar size and industry, and by reference to the Director’s skills and
experience, and for the Reporting Period included a consideration of the financial restrictions in place on the Company.
Given the financial restrictions placed on it, the Company may consider it appropriate to issue unlisted options to Non-
Executive Directors, subject to obtaining the relevant approvals. The Remuneration Policy is subject to annual review.
The maximum aggregate amount of fees (including superannuation payments) that can be paid to Non-Executive
Directors is subject to approval by shareholders at general meeting. The maximum aggregate Directors' fees payable
to non-executive Directors is $250,000 per annum as approved by the shareholders at the 2020 AGM on 11 December
2020 (stated in section 14.8 of the constitution adopted at that meeting).
Executive pay and rewards may consist of a base salary and performance incentives. Long term performance
incentives may include options granted at the discretion of the Board and subject to obtaining the relevant approvals.
The grant of options, when made, are designed to recognise and reward efforts as well as to provide additional incentive
and may be subject to the successful completion of performance hurdles. Executives are offered a competitive level of
base pay at market rates (for comparable companies) and are reviewed to ensure market competitiveness.
There are no termination or retirement benefits for Non-Executive Directors (other than superannuation).
Relationship between remuneration and the Group’s performance
As per the Company’s Remuneration Committee Charter, the non-executive Directors are not entitled to participate in
equity-based remuneration schemes designed for executives without due consideration and appropriate disclosure to
the Company’s shareholders.
To the extent that the Company adopts a different remuneration structure for its non-executive Directors, the Board
shall document its reasons for the purpose of disclosure to stakeholders.
DIRECTORS’ REPORT
20
C. CONTRACTUAL ARRANGEMENTS OF KMP REMUNERATION
On appointment to the board, all non-executive directors enter into a service agreement with the Company in the form
of a letter of appointment. The letter summarises the board policies and terms, including compensation, relevant to the
office of director. Remuneration and other terms of employment for the executive directors and the other key
management personnel are formalised in service agreements.
Executive Directors
Mr Asimwe Kabunga, Executive Chairman and Director, is responsible for the day-to-day operations of the Group. The
Group has an agreement with Kabunga Holdings Pty Ltd* to provide the services of Mr Kabunga to the Company in
relation to its activities on normal commercial terms and conditions, which are detailed as follows:
Terms of Agreement
Remuneration excluding GST
Termination benefit
Agreement commenced 16 June
2022
Fixed monthly fee of $23,020.83 per calendar month 3 months’ notice
*Mr Kabunga is a Director and shareholder of Kabunga Holdings Pty Ltd.
Non-Executive Directors’ Remuneration
Non-Executive Directors’ remuneration consists of base fees (inclusive of superannuation) and is currently set at
$48,000 per annum. The Directors are entitled to reimbursement of out-of-pocket expenses incurred whilst on Company
business. The Group has agreements with all Non-Executive Directors to provide services to the Company in relation
to its activities on normal commercial terms and conditions which are detailed as follows:
Chief Executive Officer Remuneration
The Group had an agreement with the Chief Executive Officer to provide services to the Company in relation to its
activities on normal commercial terms and conditions. This agreement commenced on 16 January 2023 and Chief
Executive Officer remuneration consisted of a gross salary of $255,000 per year with 3 month’s notice for termination
benefits.
On 28 July 2023, the Company and Chief Executive Officer, Mr Andrew Nesbitt, mutually agreed to separate and Mr
Nesbitt’s engagement as Chief Executive Officer ceased. A separation deed was executed on this date in which Mr
Nesbitt is paid his usual remuneration up to the Termination date of 28 October 2023.
D. REMUNERATION OF KEY MANAGEMENT PERSONNEL
The total remuneration paid to Key Management Personnel is summarised below:
2024
Short-term benefit
Post-
employment
Benefits
Share-
based
payments
Name
Salary and
Fees
Cash
Bonus
Non-
Monetary
Benefit
Consulting/
Other
Super-
annuation
Shares
Total
$
$
$
$
$
$
$
A Kabunga
276,250
-
-
37,600
-
833,439
1,147,289
T Matthews
48,000
-
-
13,900
-
208,360
270,260
D Round
48,000
-
-
-
-
208,360
256,360
N O’Brien
48,000
-
-
-
-
208,360
256,360
A Nesbitt1
108,171
-
-
-
9,124
-
117,295
Non-Executive Director Terms of Agreement
Remuneration excluding GST
Termination benefit
Trevor Matthews
Agreement commenced
22 November 2021
Fixed monthly fee of $4,000
per calendar month and
consultancy services as
required at $200 per hour
1 months’ notice
David Round
Agreement commenced
22 March 2022
Fixed monthly fee of $4,000
per calendar month
1 months’ notice
Noel O’Brien
Agreement commenced
20 June 2022
Fixed monthly fee of $4,000
per calendar month
1 months’ notice
DIRECTORS’ REPORT
21
Totals
528,421
-
-
51,500
9,124
1,458,519
2,047,564
1.
Mr Nesbitt and the Company mutually agreed to separate and Mr Nesbitt’s engagement as Chief Executive Officer ceased
on 28 July 2023.
2023
Short-term benefit
Post-
employment
Benefits
Share-
based
payments
Name
Salary and
Fees
Cash
Bonus
Non-
Monetary
Benefit
Consulting/
Other
Super-
annuation
Shares
Total
$
$
$
$
$
$
$
A Kabunga
276,250
-
-
65,698
-
1,271,567
1,613,515
T Matthews
52,940
-
-
-
-
317,892
370,832
D Round
50,000
-
-
4,700
-
317,892
372,592
N O’Brien
44,400
-
-
-
-
317,892
362,292
A Nesbitt1
106,250
-
-
-
12,272
-
118,522
Totals
529,840
-
-
70,398
12,272
2,225,243
2,837,753
1.
Mr Nesbitt and the Company mutually agreed to separate and Mr Nesbitt’s engagement as Chief Executive Officer ceased on
28 July 2023.
Long term benefits and termination benefits paid for the year were nil (2023: nil).
During the reporting period 30 June 2024, 35 million performance rights issued to the Directors on 5 October 2022
continued to vest with the expiry date being 31 December 2024 (2023: none).
17,500,000 series 1 Performance Rights with a value per right of $0.11 are subject to the vesting conditions including
but not limited to
1.
Remaining as a Director of the Company until 29 September 2023, and
2.
At any time between 22 September 2022 and 22 September 2024, the VWAP of shares calculated over any 5
consecutive trading day period on which trades in shares were recorded is $0.15 or more.
17,500,000 series 2 Performance Rights with a value per right of $0.11 are subject to the vesting conditions including
but not limited to
1.
Remaining as a Director of the Company until 22 September 2023, and
2.
At any time between 22 September 2022 and 22 September 2024, the VWAP of shares calculated over any
5 consecutive trading day period on which trades in shares were recorded is $0.20 or more.
E. EQUITY HOLDINGS AND MOVEMENTS DURING THE YEAR
Share holdings of key management personnel (Includes shares held directly, indirectly and beneficially)
2024
Balance
At the beginning
of the Year
Granted as
Remuneration
Other
On-market
Purchase/(Sale)
Balance
30 June 2024
Directors
A Kabunga1
123,932,678
-
14,541,323
-
138,474,001
T Matthews
-
-
-
-
-
D Round
-
-
-
-
-
N O’Brien2
700,000
-
25,651
-
725,651
Totals
124,632,678
-
14,566,974
-
139,199,652
1.
4,541,323 ordinary shares were acquired by Kabunga Holdings Pty Ltd (KHPL) on 18 September 2023 for Asimwe’s
participation in the entitlement offer. 10,000,000 ordinary shares were acquired by Kabunga Holdings Pty Ltd (KHPL) on 2
October 2023. See “other transactions” below for more details.
2.
25,651 ordinary shares were acquired by N. O’Brien for participation in the entitlement offer announced to ASX on 16 August
2023..
2023
Balance
At 1 July 2022
Granted as
Remuneration
Other
On-market
Purchase/(Sale)
Balance
30 June 2023
Directors
A Kabunga1
56,965,053
-
66,967,625
-
123,932,678
T Matthews
-
-
-
-
-
DIRECTORS’ REPORT
22
D Round
-
-
-
-
-
N O’Brien
-
-
-
700,000
700,000
Totals
56,965,053
-
66,967,625
700,000
124,632,678
1.
13,746,883 shares were acquired by Kabunga Holdings Pty Ltd (KHPL) on 14 July 2022 through an off-market transfer with
a deemed price of $0.10/share. 10,470,742 fully paid ordinary shares were issued on 5 October 2022 as part repayment for
an outstanding loan to KHPL. On 6 October 2022 42,750,000 fully paid ordinary shares were issued to KHPL, as consideration
for the Massive Nickel Transaction and were voluntarily escrowed for a period of 6 months from date of issue. This was
approved by shareholders at the General Meeting held on 29 September 2022 and were released from escrow to Asimwe
Kabunga on 5 April 2023.
Kabunga Holdings Pty Ltd is owned and controlled by Executive Chairman Asimwe Kabunga. In addition, KHPL holds 25%
of the issued capital in Resource Mining Corporation Limited’s subsidiary, Eastern Nickel Pty Ltd, and Asimwe Kabunga is a
director of that subsidiary.
Option holdings of key management personnel (Includes options held directly, indirectly and beneficially)
The option holdings of key management personnel as at year end were for Asimwe Kabunga who indirectly held
2,094,148 unlisted options, exercisable at A$0.08 with a total value of $202,314 and expiring on 20 May 2025. (2023:
nil). These unlisted options were issued on 5 October 2022 as part repayment for an outstanding loan to KHPL.
Performance rights of key management personnel (Includes rights held directly, indirectly and beneficially)
Performance Rights Series 1
2024
Balance at
1 July 2023
No.
Granted as
Remuneration
No. 1
Exercised during
FY24
No.
Balance at 30
June 2024
No.
Vested at
30 June 2024
No.
Unvested at 30
June 2024
No.
Directors
A Kabunga
10,000,000
-
-
10,000,000
-
2,500,000
T Matthews
2,500,000
-
-
2,500,000
-
2,500,000
D Round
2,500,000
-
-
2,500,000
-
2,500,000
N O’Brien
2,500,000
-
-
2,500,000
-
2,500,000
Totals
17,500,000
-
-
17,500,000
-
17,500,000
Performance Rights Series 2
2024
Balance at
1 July 2023
No.
Granted as
Remuneration
No. 1
Exercised during
FY24
No.
Balance at 30
June 2024
No.
Vested at
30 June 2024
No.
Unvested at 30
June 2024
No.
Directors
A Kabunga
10,000,000
-
-
10,000,000
-
2,500,000
T Matthews
2,500,000
-
-
2,500,000
-
2,500,000
D Round
2,500,000
-
-
2,500,000
-
2,500,000
N O’Brien
2,500,000
-
-
2,500,000
-
2,500,000
Totals
17,500,000
-
-
17,500,000
-
17,500,000
F. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Other transactions
On 2 October 2023 10,000,000 shares were issued at 5c per share. Raising capital of $441,677 and settling a debt
due to Asimwe Kabunga in relation to the amount owing by RMI for consultancy services for the amount $58,323 which
is the equivalent of 1,166,458 ordinary shares issued.
There were no other transactions with key management personnel during the year.
G. USE OF REMUNERATION CONSULTANTS
No remuneration consultants were engaged by the Company during the year.
DIRECTORS’ REPORT
23
H. VOTING OF SHAREHOLDERS AT LAST YEAR’S ANNUAL GENERAL MEETING
The Company received 99.44% of ‘yes’ votes for its remuneration report for the 2023 financial year and did not receive
any specific feedback at the AGM or throughout the year on its remuneration practices.
This is the end of audited remuneration report.
DIRECTORS’ REPORT
24
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company does not have insurance for Directors and Officers of the Company.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Resource
Mining Corporation Limited support and adhere to the principles of corporate governance. Please refer to the
Company’s website for details of corporate governance policies: http://resmin.com.au/corporate/corporate-
governance/.
AUDITOR
During the period BDO Audit Pty Ltd was appointed as auditor of the Company following the resignation of BDO Audit
(WA) Pty Ltd. The change of auditor arose as a result of BDO Audit (WA) Pty Ltd restructuring its audit practice, whereby
audits will be conducted by BDO Audit Pty Ltd, an authorised audit company, rather than BDO Audit (WA) Pty Ltd.
NON-AUDIT SERVICES
The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the
services disclosed below did not compromise the external auditor’s independence in accordance with APES 110: Code
of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
BDO Corporate Finance (WA) Pty Ltd were not engaged for any corporate services during the year ended 30 June
2024 (2023: $19,654).
ROUNDING
The Company has applied the relief available to it in ASIC Legislative Instrument 2016/191, and accordingly certain
amounts included in this report and in the financial report have been rounded to the nearest $1 (where rounding is
applicable), under the option available to the Company under ASIC Corporations (Amendment) Instrument 2022/519.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
There are no matters or circumstances that have arisen since 30 June 2024 that have or may significantly affect the
operations, results, or state of affairs of the Group in future financial year.
AUDITOR’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration is included after the Auditor’s Report in this annual report.
Signed in accordance with a resolution of the Directors
Asimwe Kabunga
Executive Chairman and Director
Dated at Perth 30 day of September 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
for the year ended 30 June 2024
25
Note
Consolidated
2024
2023
$
$
Other Income
Interest income
7,601
7,001
Total other income
7,601
7,001
Expenses
Administration and corporate expenses
3(a)
(1,428,933)
(1,625,535)
Share based payment expense
15
(1,458,519)
(2,225,242)
Exploration expenditure
3(b)
(20,595)
(995,352)
Impairment
3(c)
(223,706)
(5,700,000)
Depreciation
3(d)
(349)
-
Borrowing costs
3(e)
(1,800)
(802,214)
Total expenses
(3,133,902)
(11,348,343)
(LOSS)/PROFIT BEFORE INCOME TAX
(3,126,301)
(11,341,342)
INCOME TAX BENEFIT / (EXPENSE)
5
-
-
(LOSS)/PROFIT AFTER INCOME TAX FOR THE YEAR
(3,126,301)
(11,341,342)
Total (loss)/profit is attributable to:
Owners of Resource Mining Corporation Limited
(3,117,022)
(11,217,831)
Non-Controlling Interests
13
(9,279)
(123,510)
(3,126,301)
(11,341,342)
OTHER COMPREHENSIVE (LOSS)/INCOME
Items that maybe reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
(207,477)
13,409
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE
YEAR
(3,333,778)
(11,327,933)
Total comprehensive (loss)/income is attributable to:
Owners of Resource Mining Corporation Limited
(3,324,499)
(11,204,421)
Non-Controlling Interests
(9,279)
(123,510)
(3,333,778)
(11,327,932)
(LOSS)/PROFIT PER SHARE FOR THE YEAR
ATTRIBUTABLE TO THE MEMBERS OF RESOURCE
MINING CORPORATION LIMITED
Basic and diluted earnings/(loss) per share (cents per share)
4
(0.54)
(2.26)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2024
26
Note
Consolidated
30 June
2024
30 June
2023
$
$
CURRENT ASSETS
Cash and cash equivalents
6
157,054
857,694
Receivables and other current assets
47,661
74,135
Total Current Assets
204,715
931,829
NON CURRENT ASSETS
Plant and equipment
308
369
Exploration expenditure
8
8,588,646
7,161,854
Total Non-Current Assets
8,588,954
7,162,223
TOTAL ASSETS
8,793,669
8,094,052
CURRENT LIABILITIES
Trade and other payables
9
303,832
334,653
Non-interest bearing liabilities
10
87,197
117,185
Deferred consideration
17
-
3,080,000
Total Current Liabilities
391,029
3,531,837
TOTAL LIABILITIES
391,029
3,531,837
NET ASSETS
8,402,640
4,562,214
EQUITY
Issued capital
11
85,539,731
79,824,046
Reserves
12
4,343,423
3,092,381
Accumulated losses
(81,289,069)
(78,172,047)
Capital and reserves attributable to owners of Resource
Mining Corporation Limited
8,594,055
4,744,380
Non-controlling interests
13
(191,445)
(182,166)
TOTAL EQUITY
8,402,640
4,562,214
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2024
27
Group
Issued Capital
Accumulated
Losses
Reserves
Non-
controlling
Interests
Total
$
$
$
$
$
Year ended 30 June 2024
Balance at 1 July 2023
79,824,046
(78,172,047)
3,092,381
(182,166)
4,562,214
Profit/(Loss) for the year
-
(3,117,022)
-
(9,279)
(3,126,301)
Other comprehensive
(loss)/income for the year
-
-
(207,477)
(207,477)
Total comprehensive
profit/(loss) for the year
-
(3,117,022)
(207,477)
(9,279)
(3,333,778)
Transactions with owners in
their capacity as owners
Equity settlement
-
-
-
-
-
Shares issued
5,912,198
5,912,198
Cost of share issues
(196,513)
-
-
-
(196,513)
Vesting of performance rights
-
-
1,458,519
-
1,458,519
Balance at 30 June 2024
85,539,731
(81,289,069)
4,343,423
(191,445)
8,402,640
Group
Issued Capital
Accumulated
Losses
Reserves
Non-
controlling
Interests
Total
$
$
$
$
$
Year ended 30 June 2023
Balance at 1 July 2022
66,921,753
(66,954,214)
651,415
(58,656)
560,298
Profit/(Loss) for the year
-
(11,217,832)
-
(123,510)
(11,341,342)
Other comprehensive
(loss)/income for the year
-
-
13,409
-
13,409
Total comprehensive
profit/(loss) for the year
-
(11,217,832)
13,409
(123,510)
(11,327,933)
Transactions with owners in
their capacity as owners
Equity settlement
10,630,818
-
-
-
10,630,818
Shares issued
2,427,000
2,427,000
Cost of share issues
(155,524)
-
-
-
(155,524)
Issue of options
-
-
202,314
-
202,314
Vesting of performance rights
-
-
2,225,242
-
2,225,242
Balance at 30 June 2023
79,824,046
(78,172,047)
3,092,381
(182,166)
4,562,214
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2024
28
Note
Consolidated
2024
2023
$
$
CASH FLOWS FROM OPERATION ACTIVITIES
Payments to suppliers and employees
(1,504,273)
(2,556,975)
Interest income received
7,601
13,857
Other income received, including GST refunds
-
4,750
Interest expense/finance costs paid
(65)
-
Net Cash Utilised In Operating Activities
7
(1,496,737)
(2,538,368)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for property, plant & equipment
(287)
(369)
Payment for exploration & evaluation
(1,673,447)
(401,338)
Payment for investment on acquisition
-
(121,312)
Net Cash Utilised In Investing Activities
(1,673,734)
(523,019)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
11
2,666,344
2,427,000
Cost of issue of shares
11
(196,513)
(155,524)
Net Cash From Financing Activities
2,469,831
2,271,476
Net (decrease)/increase in cash and cash equivalents
(700,640)
(789,911)
Cash and cash equivalents at beginning of the year
857,694
1,728,598
Effect of exchange rate changes on cash and cash
equivalents
-
(80,993)
Cash and cash equivalents at the end of the year
6
157,054
857,694
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
29
1.
MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the consolidated entity are set out below. The accounting policies adopted
are consistent with those of the previous financial year, unless otherwise stated.
These consolidated statements and notes represent those of Resource Mining Corporation Limited (“Company”) and
controlled entities (the “Group”). Resource Mining Corporation Limited is a listed public company, incorporated and
domiciled in Australia.
The financial report was authorised for issue on 27 September 2024 by the Board of Directors.
(a) New and Amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
There are no other material new or amended standards not yet adopted by the Group.
(b) Basis of Preparation and Accounting Policies
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards
and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board ('IASB').
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant
to the financial statements, are disclosed in note 2.
(c) Statement of Compliance
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards
Board and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board.
(d) Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity
only. Supplementary information about the parent entity is disclosed in note 16.
(e) Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Resource Mining
Corporation Limited ('company' or 'parent entity') as at 30 June 2024 and the results of all subsidiaries for the year then
ended. Resource Mining Corporation Limited and its subsidiaries together are referred to in these financial statements
as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an
entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the
date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with
the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
30
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly
in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss
and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated
entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results
in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities
and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity.
The consolidated entity recognises the fair value of the consideration received and the fair value of any investment
retained together with any gain or loss in profit or loss.
(f) Foreign Currency Transaction and Balances
The consolidated financial statements are presented in Australian dollars. The functional currency of Resource Mining
Corporation Limited and its subsidiaries is Australian dollars, except for Eastern Nickel Tanzania Limited, Massive Nickel
Tanzania Limited and Vancouver Mineral Resources Limited whose functional currency is Tanzanian Shillings and RMI
Finland Oy Limited presented in Singapore Dollar and RMI Finland Oy its functional currency is in Euro.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average
exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign
exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
(g) Revenue recognition
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
(h) Income tax
The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or
disallowable items. It is calculated using tax rates that have been enacted or are substantively enacted by the reporting
date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising
between the tax bases of assets and liabilities and their carrying amount in the financial statements. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there
is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply
to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Profit or Loss
and Other Comprehensive Income except where it relates to items that may be credited directly to equity, in which case
the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against
which deductible temporary difference can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no
adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future
assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the
law.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
31
(i) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less and less bank overdraft, if any.
(j) Capitalised exploration expenditure
Exploration and evaluation expenditure is accumulated on an area of interest basis. Exploration and evaluation assets
include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at
acquisition date) of exploration and evaluation assets acquired in a business combination. Expenditure is carried forward
when incurred in areas for which the Company has rights of tenure and where economic mineralisation is indicated, but
activities have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of
economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are
continuing. Costs incurred before the Company has obtained the legal rights to explore an area are recognised in the
statement of comprehensive income.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are
demonstratable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and
then reclassified to mine properties under development. No amortisation is charged during the exploration and
evaluation phase.
(k) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised costs. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit of loss over the period of the borrowings using the effective interest method. Fees paid
on the establishment of loan facilities are recognised as transaction costs of the loan, capitalised as a prepayment and
amortised over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
(l) Issued capital
Issued and paid-up capital is recognised at the fair value of the consideration received by the Company. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share
proceeds received.
(m) Asset acquisition
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying
amount based on their relative fair values in an assets purchases transactions and no deferred tax will arise in relation
to the acquired assets and assumed labilities as the initial recognition example for deferred tax under AASB 112 applies.
No goodwill will arrives on the acquisition and transaction costs of the acquisition will be included in the capitalised costs
of the assets. Assets acquired during the period were exploration expenditure.
The Group recognises the acquisition date is the date on which the Company obtains control of the acquiree. Judgement
is required to determine the acquisition date when the Company starts running the business of the acquiree before the
closing date.
The consideration transferred by the Group is measured at fair value at the date control passes. Consideration
comprises the sum of the acquisition date fair value of the Group.
Where there is contingent consideration there is an estimated uncertainty because future payments may or may not
be made, depending on whether certain key performance indicators are met.
(n) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Resource Mining Corporation
Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial
year.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
32
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 income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
(o) New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2024.
The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and
Interpretations.
(p) Areas of interest
It is the group policy for areas of new interest that all exploration and evaluation expenditure is capitalised per the
accounting standard for Companies acquiring new areas of interest.
Eastern Nickel Tanzania Limited
Kabulwanyele Nickel Project is the project of ENTL. This is an existing project in the group and exploration and
evaluation expenditure is not capitalised.
Massive Nickel Tanzania Limited
All expenditure relating to Exploration and evaluation expenditure will be capitalised. The areas of interest are
Liparamba, Mbinga, Kapalagulu, Kitai and Kabanga projects.
Vancouver Mineral Resources Limited
The Group acquired new areas of interest from the acquisition of VMRL. All expenditure relating to exploration and
evaluation expenditure will be capitalised. The new areas of interest are Mpanda, Mbozi and Mlele projects.
RMI Finland Oy
All expenditure relating to exploration and evaluation expenditure will be capitalised. The Finnish exploration and
evaluation projects are treated as one area of interest. During the year, the following reservations were relinquished
Hirvikallio, Kola, Koskela, Ruossakero. There is one granted reservation Köyhäjoki and expenditure relating to this
reservation are capitalised. As at 30 June 2024 there are three reservations in application phase and any costs relating
to this reservations have been expensed to the profit or loss. The reservations in application are Pikkukkalio, Neverbacka
and Laitiainen.
Acquisition costs are capitalised to the balance sheet as and when it is incurred and included as part of cash flows from
investing activities.
Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are
capitalised as incurred and treated as exploration and evaluation asset. The Group has twenty-eight tenements in
Tanzania and one tenements in Finland with three in application.
2.
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates
in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements,
estimates and assumptions on historical experience and on other various factors, including expectations of future
events, management believes to be reasonable under the circumstances. The resulting accounting judgements and
estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective
notes) within the next financial year are discussed below.
Commitments - Exploration
The Group has certain minimum exploration commitments to maintain its right of tenure to its’ exploration permits. These
commitments require estimates of the cost to perform exploration work required under this permit.
Capitalised Exploration Expenditure
Exploration and evaluation costs have been capitalised on the basis that the Group will commence commercial
production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral
resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
33
directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition
costs are only capitalised that are expected to be recovered either through successfully development or sale of the
relevant mining interest. Factors that could impact the future commercial production at the mine include the level of
reserves and resources, future technology changes, which could impact the cost of the mining, future legal changes
and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future,
they will be written off in the period in which this determination is made. For any entities that are in exploration and
evaluation that choose to not capitalised exploration expenditure no change in accounting will be applied and it will only
be for areas of new interest that will be capitalised.
Asset acquisition not Constituting a Business
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying
amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to
the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies.
No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost
of the asset. It is the Group's judgement that the acquisition of Massive Nickel Tanzania Limited, RMI Finland Oy Limited
and Vancouver Mineral Resources Limited represented asset acquisitions and as such the fair values of the assets
acquired was based on the fair value of the shares issued as consideration.
Deferred Consideration
The Group makes an accounting estimate and judgement on the asset acquisition of Element 92 Pte where the final
consideration value has been estimated due to the ordinary shares not being issued and the Group has established
control over the entity. During the year, the conditions of the agreement in relation to the acquisition of the Element 92
Pte were completed once the licenses were granted for exploration.
Share based payment transactions
The Group used significant accounting estimates and judgement in relation to the performance rights issued. The
Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by an external valuation using a
trinomial barrier model, using the assumptions detailed in Note 15.
For equity transactions with consultants and other employees, the fair value reflects the value attributable to services
where applicable. Where there is no quantifiable value of services the value of options is calculated using the Black -
Scholes option pricing model, or the quoted bid price where applicable.
(a) Going Concern
The financial statements have been prepared on the going concern basis which assumes the Group will have sufficient
cash to pay its debts, as and when they become payable, for a period of at least 12 months from the date the financial
report was authorised for issue.
As disclosed in the financial statements, the Group incurred a loss of $3,126,301 (30 June 2023: loss $11,341,342) and
had net cash outflows from operating activities of $1,496,737 (30 June 2023: $2,538,368). At 30 June 2024, the
Company had $157,054 (30 June 2023: $857,694) in cash and cash equivalents. For the Group to continue to carry out
its exploration activities, meet its expenditure requirements and continue as a going concern it is dependent on securing
additional funding. These conditions indicate the existence of a material uncertainty that may cast significant doubt about
the Group’s ability to continue as a going concern.
At the date of this report, the Group had a cash balance of $157,054 and a working capital deficiency of $99,117.
The Group has prepared a cash flow forecast which indicates that the Group does not have sufficient cash to carry out
its exploration activity, to have sufficient working capital and support its current level of corporate overheads and
therefore needs to raise additional funds to continue as a going concern. The Directors are satisfied they will be able to
raise additional working capital as required and thus it is appropriate to prepare the financial statements on a going
concern basis.
To address the future additional funding requirements of the Group, since 30 June 2024, the directors have undertaken
the following initiatives:
•
entered into discussions to secure additional funding from a third party;
•
Successfully raising funds through share placements and entitlement offers. The Group has a history of raising
capital when required;
•
continue to monitor the Group’s ongoing working capital requirements and minimum expenditure commitments;
and
•
continued their focus on maintaining an appropriate level of corporate overheads in line with the Group’s
available cash resources.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
34
The Directors have assessed the cash flow requirements for the 12-month period from the date of approval of the
financial statements and its impact on the Group and believe there will be sufficient funds to meet the Group’s working
capital requirements.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its
liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial
statements and that the financial report does not include any adjustments relating to the recoverability and classification
of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
35
3.
EXPENSES
Consolidated
2024
2023
$
$
(a)
Administration and Corporate Expenses
Compliance and regulatory expenses
279,337
235,241
Salaries and wages
-
308
Consultants
375,711
429,475
Non-Executive Directors’ fees
144,000
147,316
Legal fees
15,754
53,142
Realised foreign exchange loss
(873)
94,400
Travel and accommodation
52,513
69,970
Executive Directors’ fees
384,421
382,500
Other expenses
103,802
180,805
Occupancy
9,549
4,353
Insurance
55,595
15,753
Superannuation
9,124
12,272
1,428,933
1,625,535
(b) Exploration Expenditure
Other exploration and project costs
20,595
995,352
20,595
995,352
(c) Impairment
Provision for impairment on acquisition – refer to note 8
223,706
5,700,000
223,706
5,700,000
(d) Depreciation
Depreciation
349
-
349
-
(e) Borrowing costs
Interest paid
65
(6,856)
Loss on settlement of debt
1,735
808,946
Finance charges on insurance funding
-
124
1,800
802,214
4.
(LOSS)/EARNINGS PER SHARE
2024
2023
(Loss)/earnings used in the calculation of weighted average basic
and diluted loss per share
(3,126,301)
(11,217,831)
Basic earnings per share – cents
(0.54)
(2.26)
Diluted earnings per share - cents
(0.54)
(2.26)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
36
Weighted average number of ordinary shares used in Calculating
basic earnings per share
577,924,278
495,889,096
Weighted average number of ordinary shares used in calculating
diluted earnings per share
577,924,278
495,889,096
2024
•
2,000,000 options (convertible to 2,000,000 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
2,094,118 options (convertible to 2,094,118 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
8,000,000 options (convertible to 8,000,000 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
5,000,000 options (convertible to 5,000,000 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
11,031,813 options (convertible to 11,031,813 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
2023
•
2,000,000 options (convertible to 2,000,000 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
2,094,118 options (convertible to 2,094,118 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
8,000,000 options (convertible to 8,000,000 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
5,000,000 options (convertible to 5,000,000 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
•
11,031,813 options (convertible to 11,031,813 ordinary shares) were not included in the calculation of diluted
earnings per share because they are antidilutive for the period presented.
5. INCOME TAX
Consolidated
2024
2023
$
$
(a) Income Tax Expense
A reconciliation of income tax (benefit) / expense applicable to
accounting profit before income tax at the statutory income tax rate to
income tax expense at the Company’s effective income tax rate is as
follows:
Profit/(loss) before tax
(3,126,301)
(11,341,342)
Prima facie income tax (benefit) @ 30%
(937,890)
(3,042,402)
Add:
Non deductible expenses
566,946
1,315,232
International tax rate differential
24,487
695
Temporary differences and losses not recognised
346,457
2,086,475
Non-assessable income
-
-
Tax differential
-
-
Income tax (benefit) / expense attributable to operating loss
-
-
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
37
Tax Consolidation
The Company and its 100% owned subsidiaries have formed a tax consolidated group. Under the tax consolidation
regime, all members of a tax consolidated group are jointly and severally liable for the tax consolidated group’s income
tax liabilities. The head entity of the tax consolidated group is Resource Mining Corporation Limited.
(b) Net Deferred Tax Assets Not Recognised Relate to the Following:
Consolidated
2024
2023
Unrecognised deferred tax assets / (liabilities):
$
$
Deferred Tax Assets/(Assets) – Other Timing Differences, net
(63)
-
Deferred Tax Assets/(Liabilities) – Other Timing Differences, net
9,660
8,700
Deferred Tax Assets – Business related costs – P&L
814
16,674
Deferred Tax Assets - Capital losses
4,915,841
4,989,341
Deferred Tax Assets - Tax losses – Australia*
7,211,302
6,840,496
Deferred Tax Assets - Tax losses –Tanzania *
338,513
212,062
12,476,067
12,067,273
* The tax losses do not expire under current legislation. Deferred tax assets have not been recognised in respect of
these items because it is not probable that future taxable profit will be available against which the Company can utilise
the benefits.
6.
CASH AND CASH EQUIVALENTS
Note
Consolidated
2024
2023
$
$
Cash at bank and on hand
157,054
857,694
7.
NOTES TO THE STATEMENT OF CASH FLOWS
Consolidated
Note
2024
2023
(a) Reconciliation from net profit/(loss) after tax to the net cash
flow from operating activities
$
$
(Loss)/profit after income tax
(3,126,301)
(11,341,342)
Adjustment for:
Exploration expenditure/impairment
224,055
5,700,000
Share based payment expense
1,458,519
2,225,242
Other expenses
(4,481)
231,214
Loss on settlement of debt
-
808,946
Foreign exchange
-
94,400
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
26,474
(31,546)
(Decrease)/increase in trade and other payables
(75,003)
(225,282)
Decrease in interest bearing liabilities
-
-
Net cash used in operating activities
(1,496,737)
(2,538,368)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
38
Non-cash financing and investing activities:
On the 2 October 2023, Kabunga Holdings Pty Ltd received 1,166,458 ordinary shares as a settlement of a debt. A debt
was due to Kabunga Holdings Pty Ltd for the amount A$58,323 from the additional consultancy service provided for the
entitlement offer. It was resolved to settle the debt via the issue of shares through the entitlement offer.
The below chart highlights the repayment about of financing:
Consolidated
Note
2024
2023
$
$
Net borrowings and advances at 1 July
10
117,185
649,186
Cash flows:
Loan assigned from trade and other payables
77,336
117,185
Repayment via share issue
(107,351)
(649,186)
Net borrowings and advances as at 30 June*
10
87,170
117,185
*Loans payable by the company, refer to note 10 for details.
8.
EXPLORATION AND EVALUATION ASSETS
During the year ended 30 June 2024, the Company capitalised $704,711 of exploration and evaluation expenditure in
relation to the Massive Nickel project in Tanzania (2023: $401,337). The Group did not impair any exploration
expenditure during the period relating to these projects.
During the year ended 30 June 2024, the Company capitalised $545,701 of exploration and evaluation expenditure in
relation to the Vancouver Mineral Resource projects in Tanzania (2023: nil). The company did capitalise inherited
expenditure on acquisition on 4 February 2024 during the acquisition for the amount $65,475. The Group did not impair
any exploration expenditure during the period relating to these projects.
During the year ended 30 June 2024, the Company capitalised $329,671 of exploration and evaluation expenditure in
relation to the Finnish projects (2023: nil). The Group impaired relinquished projects that were capitalised resulting in
an impairment for $223,705.
Consolidated
2024
2023
$
$
Cost
8,812,351
12,861,854
Impairment
(223,705)
(5,700,000)
Carrying value
8,588,646
7,161,854
Massive Nickel Tanzania Limited
Movement in carrying amounts:
Opening balance
4,076,337
-
Capitalised acquisition cost
-
9,375,000
Capitalise exploration cost
704,711
401,337
Total cost
4,781,048
9,776,337
Impairment Acquisition Cost
-
(5,700,000)
Closing balance
4,781,048
4,076,337
Vancouver Mineral Resources
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
39
Movement in carrying amounts:
Opening balance
-
-
Capitalised Acquisition Cost
65,475
-
Capitalise exploration cost
545,701
-
Total cost
611,176
-
Impairment Acquisition Cost
-
-
Closing balance
611,176
-
RMI Finland Oy Limited
Movement in carrying amounts:
Opening balance
3,085,517
-
Capitalised Acquisition Cost
-
3,080,000
Capitalise exploration cost
334,611
5,517
Total cost
3,420,128
3,085,517
Impairment Acquisition Cost
(223,706)
-
Closing balance
3,196,422
3,085,517
9.
TRADE AND OTHER PAYABLES
Consolidated
2024
2023
$
$
Trade payables
95,068
238,183
Other payables and accruals
208,764
96,470
303,832
334,653
10. NON-INTEREST BEARING LIABILITIES
Consolidated
Note
2024
2023
$
$
Current
Unsecured loans - Leticia Kabunga
11(a)
13,801
117,185
Unsecured loans - Mashapo Minerals Ltd
11(b)
66,026
-
Unsecured loans - Rohan Patnaik
11(c)
7,370
-
87,197
117,185
(a)
Unsecured loans due to Leticia Kabunga
The “unsecured loan” is a $13,403 facility provided by Leticia Kabunga (the 1% shareholder of subsidiaries Eastern
Nickel
Tanzania
Limited).
This
loan
is
unsecured,
interest
free
with
no
set
repayment
date.
The other loan is a $103,782 as at 30 June 2023 facility provided by Leticia Kabunga (the 1% shareholder of subsidiaries
Massive Nickel Tanzania Limited). This was an unsecured loan, interest free with no set repayment date. On 21 August
2023 the Board resolved to repay the Company’s subsidiary, Massive Nickel Tanzania Limited ("MNTL'), outstanding
loan of TZS172,405,264.56 to MNTL Director, Leticia Kabunga. The Company has set-off the Loan owed to Leticia
Kabunga via the issue of 1.8 million fully paid ordinary Resource Mining Corporation Limited shares at $0.05/share,
valued at A$90,000 on 21 August 2023. The Loan amount outstanding as at the date of this resolution is $17,351.20
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
40
after foreign exchange. In lieu of a cash repayment to repay the outstanding Loan amount, the Company proposed to
take up 347,024 of Leticia Kabunga’s entitlement offer shares on her behalf, to the value of the outstanding Loan amount
of $17,351.20. As per the ASX announcement dated 30 August 2023, the Entitlement Offer shares were issued on
Monday 18 September 2023, and on this date the Loan was repaid in full by the Company and ceased this loan facility
with Leticia Kabunga.
(b)
Unsecured loans due to Mashapo Minerals Ltd
The “unsecured loan” is a $66,026 facility provided by Mashapo Minerals Ltd (the 25% shareholder of subsidiaries
Vancouver Mineral Resources Limited). This loan is unsecured, interest free with no set repayment date. The loan
facility was inherited from the 75% acquisition of Vancouver Mineral Resources Limited on 4 February 2024 as part of
the agreement for being issued 75% shareholding in the Company had fund all current and future costs.
(c)
Unsecured loans due to Rohan Patnaik
The “unsecured loan” is a $7,370 facility provided by Rohan Patnaik (former shareholder of Element92 (Singapore).
This loan is unsecured, interest free with no set repayment date. The loan facility was inherited from the acquisition of
Element 92 Pte Ltd from Ropa Investments (Gibraltar) Limited. Prior to the acquisition by the Group, Mr Patnaik funded
the company secretary expenses in Singapore.
11. CONTRIBUTED EQUITY
2024
2023
2024
2023
Number
Number
$
$
Issued and fully paid
652,347,807
525,707,452
85,539,731
79,824,046
Movement in ordinary share capital of the Company:
Year ended 30 June 2024
Year ended 30 June 2023
Note
Number of
Shares
$
Number of
Shares
$
Opening balance
525,707,452
79,824,046
418,173,077
66,921,753
Issued – placement/settlement of debt
(a)
20,000,000
1,000,000
22,063,633
2,427,000
Issued – placement/settlement of debt
(b)
6,640,355
332,198
10,470,742
1,255,818
Issued - placement/settlement of debt
(c)
10,000,000
500,000
Issued – placement
(d)
50,000,000
1,000,000
Issued – equity settlement
(e)
40,000,000
3,080,000
75,000,000
9,375,000
Cost of issues
-
(196,513)
-
(155,524)
Closing balance
652,347,807
85,539,731
525,707,452
79,824,046
(a) On 21 August 20,000,000 shares were issued at 5c per share. Raising capital of $910,000 and settling part loan
repayment via issue of shares to Leticia Kabunga in relation to the amount owing by MNTL for $90,000.
(b) On 18 September 2023 6,640,355 shares were issued at 5c per share. Raising capital of $314,847 and settling final
loan repayment via issue of shares to Leticia Kabunga in relation to the amount owing by MNTL for $17,351.
(c) On 2 October 10,000,000 shares were issued at 5c per share. Raising capital of $441,677 and settling debt due to
Asimwe Kabunga in relation to the amount owing by RMI for consultancy services for the amount $58,323.
(d) On 23 April 50,000,000 shares were issued at 2c per share. Raising capital of $1,000,000. The funds raised were
for the continued Copper-gold exploration at Mpanda and Mbozi projects in Tanzania, including soil geochemical,
geophysical survey and RC drilling programs, initial ground disturbing exploration at the Kola Lithium Project in Finland,
follow up of exploration of the mention projects, general working capital and payment of placement costs.
(e) On 5 February 30,000,000 shares and 23 May 10,000,000 shares were issued as part of the acquisition of RMI
Finland Oy Limited for the completion of the agreement when the first exploration permit (Köyhäjoki) was granted.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
41
Options
As at 30 June 2024, the following unlisted options were on issue:
2024
Number of
Options
Option Exercise
Price A$
Option Expiry
2,000,000
$0.08
20/05/2025
2,094,118
$0.08
20/05/2025
8,000,000
$0.10
25/05/2025
5,000,000
$0.15
22/06/2025
11,031,813*
$0.15
26/10/2025
Options
As at 30 June 2023, the following unlisted options were on issue:
2023
Number of
Options
Option Exercise
Price A$
Option Expiry
2,000,000
$0.08
20/05/2025
2,094,118
$0.08
20/05/2025
8,000,000
$0.10
25/05/2025
5,000,000
$0.15
22/06/2025
11,031,813*
$0.15
26/10/2025
*11,031,813 unlisted options exercisable at $0.15 and expiring on 25 October 2025 were issued on 25 October 2022
as part of the placement completed in October 2022.
Performance Rights
As at 30 June 2024, the following unlisted performance rights were on issue (30 June 2023: 35,000,000 ):
Number of Performance
Rights
Performance Rights Expiry
Series 1 – 17,500,000
31/12/2024
Series 2 – 17,500,000
31/12/2024
Series 1 Performance Rights are subject to the vesting conditions including but not limited to
1.
Remaining as a Director of the Company until 29 September 2023, and
2.
At any time between 22 September 2022 and 22 September 2024, the VWAP of shares calculated over any 5
consecutive trading day period on which trades in shares were recorded is $0.15 or more.
Series 2 Performance Rights are subject to the vesting conditions including but not limited to
3.
Remaining as a Director of the Company until 22 September 2023, and
4.
At any time between 22 September 2022 and 22 September 2024, the VWAP of shares calculated over any 5
consecutive trading day period on which trades in shares were recorded is $0.20 or more.
Voting and dividend rights
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number
of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise
each shareholder has one vote on a show of hands.
Capital management
When managing capital, management's objective is to ensure the entity continues as a going concern as well as
maintains optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a
capital structure that ensures the lowest cost of capital available to the entity.
Management may in the future adjust the capital structure to take advantage of favourable costs of capital and issue
further shares in the market. There are no plans to distribute dividends in the next year.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
42
Dividends
The Group did not pay nor declare dividends in the last financial year (2023: nil).
12. RESERVES
Consolidated
Note
2024
2023
$
$
Foreign currency reserve
(a)
(206,185)
1,292
Capital contributions reserve
(b)
88,933
88,933
Share based payment reserve
(c)
4,460,675
3,002,156
4,343,423
3,092,381
(a)
Foreign currency reserve
Balance at the beginning of the year
1,292
(12,118)
Currency translation differences arising during the year
(207,477)
13,410
Balance at the end of the year
(206,185)
1,292
The foreign currency translation reserve is used to record exchange differences arising on translation of the Group
entities that do not have a functional currency of Australian dollars and have been translated into Australian dollars
for presentation purposes.
(b)
Capital contributions reserve
Balance at the beginning of the year
88,933
88,933
Balance at the end of the year
88,933
88,933
The capital contributions reserve is used to record the fair value adjustments of loans from shareholders who have
provided the Company interest free loans and advances.
(c) Share based payments reserve
Consolidated
2024
2023
$
$
Balance at the beginning of the year
3,002,156
574,600
Issue of options
-
202,314
Issue of performance rights
-
2,225,242
Vesting of performance rights
1,458,519
-
Balance at the end of the year
4,460,675
3,002,156
13. NON-CONTROLLING INTERESTS
Consolidated
2024
2023
$
$
Non-controlling interests
(191,445)
(182,166)
Movement during the year:
Balance at the beginning of the year
(182,166)
(58,657)
*Share of profit/(loss) for the year
(9,279)
(123,510)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
43
Balance at the end of the year
(191,445)
(182,166)
Non-controlling interests represent:
•
A 1% interest in Eastern Nickel Limited held by Leticia Herman Kabunga.
•
A 25% interest in Eastern Nickel Pty Ltd held by Kabunga Holdings Pty Ltd .
•
A 1% interest in Massive Nickel Tanzania Limited held by Leticia Herman Kabunga.
•
A 25% interest in Vancouver Mineral Resources held by Mashapo Minerals Ltd
14.
RELATED PARTY TRANSACTIONS
Subsidiaries
The consolidated financial statements include the financial statements of Resource Mining Corporation Limited and the
subsidiaries listed in the following table:
Name
Class of
shares
Country of
incorporation
% Interest
2024
2023
Resource Exploration Pty Ltd
Ordinary
Australia
100%
100%
Eastern Nickel Pty Ltd
Ordinary
Australia
75%
75%
Eastern Nickel Tanzania Limited
Ordinary
Tanzania
99%, held by Eastern
Nickel Pty Ltd
99%, held by Eastern
Nickel Pty Ltd
Vancouver Mineral Resources
Limited1
Ordinary
Tanzania
75%, held by Eastern
Nickel Pty Ltd
Massive Nickel Pty Ltd
Ordinary
Australia
100%
100%
Massive Nickel Tanzania Limited
Ordinary
Tanzania
99% held by Massive
Nickel Pty Ltd
99% held by Massive
Nickel Pty Ltd
Element92 Pte Ltd
Ordinary
Singapore
100%
100%
RMI Finland Oy
Ordinary
Finland
100%
100%
1.
The Company acquired 75% of Vancouver Mineral Resources which holds tenements in three separate areas of interest. The
company was acquired on 4 February 2024 in via a Share Swap Agreement.
Ultimate Parent
Resource Mining Corporation Limited is the ultimate Australian parent entity and the ultimate parent of the Group.
Compensation of Key Management Personnel
Consolidated
2024
2023
$
$
Short term benefits
579,921
600,238
Post-employment benefits
9,124
12,272
Share-based payment
1,458,519
2,225,242
2,047,564
2,837,753
As at 30 June 2024 the amount of $70,042 of remuneration remains unpaid (30 June 2023: nil).
Transactions with Related Parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated. The following transactions occurred with related parties:
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
44
a)
Loans and Advances from related parties
Consolidated
2024
2023
Kabunga Holdings Pty Ltd
$
$
Balance at the beginning of the year
-
649,186
Repayment via share issue
-
(649,186)
Balance at the end of the year
-
-
Consolidated
2024
2023
Leticia Kabunga
$
$
Balance at the beginning of the year
117,185
13,801
Loan acquired on acquisition
103,384
Repayment of loan
(103,384)
-
Balance at the end of the year
13,801
117,185
Refer to note 10 for further details.
15. SHARE BASED PAYMENTS
Total costs and share issue costs arising from share-based payment transactions recognised during the year were as
follows:
Consolidated
2024
2023
Recognised share-based payments costs
$
$
Director performance rights
1,458,519
2,225,242
Total expense and issue costs arising from share-based
payment transactions
1,458,519
2,225,242
Performance Rights
On 6 October 2022, 35 million performance rights were issued to the Directors of the Company as approved by
shareholders at the General Meeting held on 29 September 2022. The performance rights have been issued for nil cash
consideration. The options cannot be transferred and will not be quoted on the ASX. Therefore, no voting rights are
attached to the performance rights unless converted into ordinary shares. Each performance right represents a right to
acquire one fully paid ordinary share in the capital of the Company, subject to the satisfaction of the applicable vesting
conditions.
The vesting conditions of the performance rights on issue at 30 June 2024 are as follows:
50% of the performance rights will be subject to the condition that:
-
A person remains as a Director as at the date that is 12 months after the General Meeting where shareholders
approved the issue of the performance rights, and
-
At any time between the General Meeting and the date that is 24 months are the General Meeting date, the
VWAP of shares calculated over any 5 consecutive trading day period on which trades in shares were recorded
is $0.15 or more.
The vesting conditions for the other 50% of the performance rights will be subject to:
-
A person remains as a Director as at the date that is 12 months after the General Meeting where shareholders
approved the issue of the performance rights, and
-
At any time between the General Meeting and the date that is 24 months are the General Meeting date, the
VWAP of shares calculated over any 5 consecutive trading day period on which trades in shares were recorded
is $0.20 or more.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
45
An independent valuation using the Up-and-In trinomial model was used to calculate the fair value of the performance
rights granted on 6 October 2022, giving a fair value of $2,225,242. The share price was $0.12 with an expected volatility
rate of 140%, risk-free interest rate 3.48%. The fair value of the share price at the time was $0.1144.
There have been no alterations of the terms and conditions of the above share-based payment arrangements since
grant date.
During the reporting period 30 June 2024, performance rights were vested for the 12 months. 50% of the performance
right have fully vested as at 30 September 2024 for the amount A$499,214. The second 50% of the performance rights
continue to be vest up to 30 June 2024 for the amount A$959,305.
Options
During the reporting period 30 June 2024, there were no options granted and no options exercised.
On 6 October 2022, the Company issued 10,470,742 ordinary fully paid shares and 2,094,148 options with an expiry
date of 20 May 2025 and an exercise price of $0.08 to Kabunga Holdings Pty Ltd (KHPL) (a company controlled by
Executive Chairman, Asimwe Kabunga) as part repayment of $649,186 owing to KHPL, as approved by shareholders
on 29 September 2022. The options over ordinary shares have been issued for nil cash consideration. The 2,094,148
options cannot be transferred and will not be quoted on ASX. Therefore, no voting rights are attached to the options
unless converted into ordinary shares. The Black-Scholes valuation method was used to value the options using a
volatility of 140.9% and a share price of $0.125 on issue date and an exercise price of $0.08. The 10,470,742 ordinary
fully paid shares were valued at grant date of 6 October 2022 at $0.125 per share.
2024
2023
Number of
Options
Number of
Options
Outstanding as at 1 July
28,125,961
15,000,000
Granted during the year
-
13,125,961
Exercised during the year
-
-
Outstanding at end of the year
28,125,961
28,125,961
Exercisable as at 30 June
28,125,961
28,125,961
The Weighted Average Exercise Price (“WAEP”) for the year ended 30 June 2024 is $0.13 (30 June 2023: $0.13). All
options refer to options over ordinary shares of Resource Mining Corporation Limited which are exercisable on a one
for one basis.
16. PARENT ENTITY DISCLOSURES
Parent Entity
2024
2023
$
$
Current assets
181,180
850,584
Non-current assets
8,408,174
7,037,172
Total assets
8,589,354
7,887,756
Current liabilities
186,714
3,325,542
Total liabilities
186,714
3,325,542
Net assets
8,402,640
4,562,214
Issued capital
85,539,731
79,824,064
Reserves
4,549,608
3,091,089
Accumulated losses
(81,686,699)
(78,352,939)
Total equity
8,402,640
4,562,214
Profit/(loss) for the year
(2,623,176)
(11,401,098)
Total comprehensive profit/(loss) for the year
(2,623,176)
(11,401,098))
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
46
i)
Guarantees: No guarantees have been entered into by the parent entity on behalf of the subsidiaries.
ii)
Contingent liabilities: No contingent liabilities exist.
17. CONTINGENCIES AND DEFERRED CONSIDERATION
Contingencies
Resource Mining Corporation Limited and its controlled entities do not have any known material contingent assets and
known material contingent liabilities.
18.
REMUNERATION OF AUDITORS
Consolidated
2024
2023
$
$
Amount received, or due and receivable, by the auditors for:
Auditing and reviewing of financial reports
48,200
51,000
Other services – corporate finance
-
14,000
48,200
65,000
During the period BDO Audit Pty Ltd was appointed as auditor of the Company following the resignation of BDO Audit
(WA) Pty Ltd. The change of auditor arose as a result of BDO Audit (WA) Pty Ltd restructuring its audit practice, whereby
audits will be conducted by BDO Audit Pty Ltd, an authorised audit company, rather than BDO Audit (WA) Pty Ltd.
19. COMMITMENTS
Mineral Tenement Commitments
Tanzania
In order to maintain current rights of tenure to mining tenements, the Group has exploration and evaluation expenditure
obligations up until the expiry of those licences. The following stated obligations are not provided for in the financial
statements and represent a commitment of the Group for Tanzania.
Consolidated
2024
2023
$
$
Within 1 Year
299,185
83,812
Later than 1 year but not later than five years
96,284
65,013
Total
395,469
148,825
Massive Nickel Tanzania Limited
As part of the Massive Nickel Tanzania Limited (MNTL) acquisition approved by shareholders on 29 September 2022,
the Company will enter into a net smelter return royalty deed with KHPL, whereby a 1.5% net smelter return will be
paid to KHPL for any future production arising from MNTL’s Nickel exploration assets.
Vancouver Mineral Resources Limited
As part of the Vancouver Mineral Resources Limited (VMRL) acquisition approved by shareholders and acquired on 4
February 2024, the Company will enter into a net smelter return royalty deed with Mashapo Minerals Limited (MML),
whereby a 1% net smelter return will be paid to MML for any future production arising from VMRL’s Copper-Gold
exploration assets.
Finland
In order to maintain current rights of tenure to mining tenements, the Group has exploration and evaluation expenditure
obligations up until the expiry of those licences. The following stated obligations are not provided for in the financial
statements and represent a commitment of the Group for Finland.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
47
Consolidated
2024
2023
$
$
Within 1 Year
68,533
11,213
Later than 1 year but not later than five years
171,334
-
Total
239,867
11,213
20.
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks, including market risk (including currency risk), credit risk
and liquidity risks. The Group’s overall risk management program focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the financial performance of the business. To date, the Group has
not used derivative financial instruments. The Group uses different methods to measure different types of risk to which
it is exposed.
Risk Management
Risk management is carried out by the Board under policies approved by the Group’s Board of Directors and includes
evaluation of financial risks. The Board provides principles for overall risk management and the finance function provides
policies with regard to financial risk management that are defined and consistently applied.
(a)
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or contract, leading to
a financial loss. The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting
date, is the carrying amount net of any provisions for impairment of debts, as disclosed in the Statement of Financial
Position and notes to the financial statement. In the case of material cash deposited, credit risk is minimised by
depositing with recognised financial intermediaries such as banks, subject to Australian Prudential Regulation Authority
Supervision. For banks and financial institutions, only independently rated parties with a minimum rating of AA are
accepted.
The Group does not have any material risk exposure to any single debtor or Group of debtors under financial instruments
entered into by it.
(b)
Liquidity and Capital Risk
The Group has appropriate procedures in place to manage cash flows including continuous monitoring of forecast and
actual cash flows to ensure funds are available to meet commitments. The objectives when managing the Group’s
capital is to safeguard the business as a going concern, to maximise returns to shareholders and to maintain an optimal
capital structure in order to reduce the cost of capital. The table below analyses the Group’s financial liabilities into
relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date.
Financial liabilities
Less
than 6
months
6 to 12
months
1 to 5
years
Over 5
years
Total
Cash
Flows
Carrying
Value
2024
Trade and other payables
303,832
-
-
-
303,832
303,832
Interest bearing liabilities
-
-
-
-
-
-
Non-interest bearing liabilities*
87,197
-
-
-
87,197
87,197
391,029
-
-
-
391,029
391,029
2023
Trade and other payables
334,652
-
-
-
334,652
334,652
Interest bearing liabilities
-
-
-
-
-
-
Non-interest bearing liabilities*
117,185
-
-
-
117,185
117,185
451,837
-
-
-
451,837
451,837
* The fair value of non-interest bearing liabilities is considered the same as the carrying value as the time value of
money from the date the debt was assigned to the date it will be repaid via issue of shares will not be material.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
48
(c)
Interest Rate Risk
The Group’s exposure to market risk for changes in interest rates relates primarily to interest on deposits with banking
institutions. The sensitivities of a movement in interest rates have no material impact on the Group due to the small
balances that are interest bearing.
(d)
Foreign Exchange Risk
As a result of operations in Tanzania in both United States dollars and Tanzanian shillings, and operations in Finland in
Euros, the Group’s Statement of Financial Position can be affected by movements in exchange rates. The Group does
not hedge this exposure.
The Group manages its foreign exchange risk by constantly reviewing its exposure to commitments payable in foreign
currency and ensuring appropriate cash balances are maintained in Tanzanian shillings, to meet current operational
commitments.
The Group’s exposure to foreign exchange risk for changes in exchange rates relates has no material impact on the
Group due to the small balances of cash, receivables and payables.
Management believes the balance date risk exposures are representative of the risk exposure inherent in financial
instruments.
(e)
Net Fair Values
Disclosure of fair value measurements by level are as follows:
•
Level 1 – the fair value is calculated using quoted prices in active markets
•
Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly (as prices) or indirectly (derived from prices)
•
Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market
data
Fair values of other financial instruments
The carrying value of assets and liabilities, due to their short term nature, are assumed to approximate their fair value
other than the following non-interest bearing liabilities.
21. ASSET ACQUSITION AND FAIR VALUE ASSESSMENT
Massive Nickel Tanzania Limited
On 6 October 2022, the Company acquired 99% of Massive Nickel Tanzania Limited (MNTL) from Kabunga Holdings
Pty Ltd, a company controlled by the Company’s Executive Chairman, Mr. Asimwe Kabunga.
Consolidated
2024
2023
$
$
Fair value of consideration
Equity Instruments – 75,000,000 RMI Shares
($0.0125/share)
MNTL
-
9,375,000
-
9,375,000
Assets and liabilities acquired
Net value of assets/(liabilities) of subsidiaries acquired
MNTL
-
(115,733)
Exploration and evaluation assets
MNTL
-
9,490,733
Total carrying value
-
9,375,000
Impairment
MNTL
-
(5,700,000)
Adjusted carrying value
-
3,675,000
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
49
The Massive Nickel projects are in exploration phase, and there are a number of tenements included in the projects
where exploration activities are taking place.
The Company’s share price when the acquisition of MNTL was announced was $0.051. The shares issued as
consideration for the acquisition were approved by shareholders at the General Meeting held on 6th October 2022, and
the share price had risen to $0.125. No other material activities of the Company had occurred over this period.
Under accounting standards, where the value of a transaction is measured by the value of the consideration paid, the
value of the shares must be determined by the share price on the date they were issued rather than when the proposed
transaction was announced. The Company’s share price when the initial acquisition of its interest in the Massive Nickel
projects was announced was $0.051 and increased to $0.125 when the shares were issued on 6th October 2022,
resulting in a significant variance in the fair value of the equity instruments issued.
Furthermore, in connection with the transaction the Company obtained an Independent Expert Valuation Report which
provided a fair value estimate of the acquired tenements. This valuation was within a reasonable range of the Company’s
share price when the initial acquisition of its interest in the Massive Nickel projects was announced.
As a result, whilst the value of the consideration paid was measured using a share price on issue date of $0.125, the
value of the Group’s interest in MNTL was subsequently reassessed based on the above factors, resulting in an
impairment recognised in the period of $5,700,000.
There was no impairment of any of the MNTL projects capitalised exploration costs during the period.
RMI Finland Oy Limited
On 19 January 2023 the Company acquired 100% of RMI Finland Oy Limited from Ropa Investments (Gibraltar)
Limited. As the fair value of the project cannot be reliably determined, the asset acquisition has been recorded based
on the fair value of consideration.
The carrying amount of the interest is made up of the amounts set out below:
Consolidated
2024
2023
$
$
Fair value of consideration
Equity Instruments – 40,000,000 RMI Shares
($0.077/share)
Element 92
-
3,080,000
-
3,080,000
Assets and liabilities acquired
Net value of assets/(liabilities) of subsidiaries acquired
Element 92
-
5,517
Exploration and evaluation assets
Element 92
-
3,085,517
Total carrying value
-
3,085,517
Impairment
Element 92
-
-
Adjusted carrying value
-
3,085,517
The purpose of the RMI Finland Oy Limited acquisition was to acquire the Finnish subsidiary, RMI Finland Oy, which
has a number of tenements in application in Finland, where exploration activities will begin to take place once a license
is issued.
The Company had agreed with the Vendor to acquire Element 92 Pte Ltd in consideration for 40,000,000 RMI shares
to be paid to the Vendor in two traches, being:
(a) 30,000,000 RMI Shares on the conversion of the first "Exploration reservation” to "Exploration Licence”; and
(b) 10,000,000 RMI Shares on the date that is three months after the date of issue of the RMI shares subject to
shareholders' approval.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
50
At 30 June 2024 the shares have been issued due to the first exploration permit being issued.
The valued share price was $0.077 per share on 19 January 2023 being the completion date of acquisition. This gives
a total consideration value of $3,080,000.
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are
expected to be recouped through sale or successful development and exploitation of the area of interest, or, where
exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable
assessment of the existence of economically recoverable reserves.
When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated expenditures
in respect of that area are impaired in the financial period the decision is made. During the period, the Directors decided
to provide for impairment on relinquished license.
Vancouver Mineral Resources Limited
On 4 February 2024 the Company acquired 75% of Vancouver Mineral Resources Limited from Mashapo Minerals
Limited (MML). The agreement is a share swap whereby the Group acquired the 75% shareholding of Vancouver
Mineral Resources along with the active tenements in exchange for funding future exploration expenditure. See below
for further details:
The carrying amount of the interest is made up of the amounts set out below:
2024
2023
$
$
Fair value of consideration
Equity Instruments
VMRL
-
-
-
-
Assets and liabilities acquired
Net value of assets/(liabilities) of subsidiaries acquired
VMRL
(56,339)
-
Exploration and evaluation assets
VMRL
63,061
-
Total carrying value
6,722
-
Impairment
VMRL
-
-
Adjusted carrying value
6,722
-
The purpose of the Vancouver Mineral Resources Limited acquisition was to acquire additional Copper-gold exploration
projects in Tanzania specifically the Mpanda and Mbozi projects where licensing had already been issued.
The Company had agreed with the Vendor to acquire 75% of Vancouver Mineral Resources Limited in exchange for:
(a) Resource Mining Corporation funding all future exploration activities and liabilities through to completion of a
feasibility study.
(b) No shares or options will be issued by Resource Mining Corporation.
(b) The vendor will receive a 1% net smelter royalty
As at 4 February 2024, the Company acquired Vancouver Mineral Resources Limited and the entity became a
subsidiary.
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are
expected to be recouped through sale or successful development and exploitation of the area of interest, or, where
exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable
assessment of the existence of economically recoverable reserves.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2024
_____________________________________________________________________________
51
When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated expenditures
in respect of that area are impaired in the financial period the decision is made.
22. SEGMENT INFORMATION
The Group operates within two geographical segments within mineral exploration and extraction, being Tanzania and
Finland. The segment information provided to the chief operating decision maker is as follows:
2024
Exploration
activities
Exploration
activities
Corporate
activities
Consolidated
Tanzania
Finland
Australia
Segment Revenue
-
-
7,601
7,601
Total Revenue
-
-
7,601
7,601
Segment
result
before
income tax
(258,150)
(244,975)
(2,630,777)
(3,133,902)
Profit before income tax
(3,126,301)
Segment assets
5,395,261
3,199,434
181,179
8,775,874
Segment liabilities
(196,946)
(7,370)
(186,714)
(391,030)
2023
Exploration
activities
Exploration
activities
Corporate
activities
Consolidated
Tanzania
Finland
Australia
Segment Revenue
-
-
7,001
7,001
Total Revenue
-
-
7,001
7,001
Segment
result
before
income tax
(7,176,904)
(11,570)
(4,152,868)
(11,341,342)
Profit before income tax
(11,341,342)
Segment assets
4,116,608
3,083,506
893,938
8,094,052
Segment liabilities
(206,295)
(21,187)
(3,304,355)
(3,531,837)
23. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
There are no matters or circumstances that have arisen since 30 June 2024 that have or may significantly affect the
operations, results, or state of affairs of the Group in future financial year.
CONSOLDIATED ENTITY DISCLOSURE STATEMENT
for the year ended 30 June 2024
_____________________________________________________________________________
52
RMC Group
Corporate
Place formed /
Country of
incorporation
RMC type Ownership
interest %
Tax residency
Resource Mining
Corporation Limited
Body corporate
Australia
100%
Australia
Resource
Exploration Pty Ltd
Body corporate
Australia
100%
Australia
Eastern Nickel Pty
Ltd
Body corporate
Australia
100%
Australia
Eastern Nickel
Tanzania Limited
Body corporate
Tanzania
99% (held by Eastern
Nickel Pty Ltd)
Tanzania
Vancouver Mineral
Resources Limited
Body corporate
Tanzania
75% (held by Eastern
Nickel Pty Ltd)
Tanzania
Massive Nickel Pty
Ltd
Body corporate
Australia
100%
Australia
Massive Nickel
Tanzania Limited
Body corporate
Tanzania
99% (held by Massive
Nickel Pty Ltd)
Tanzania
Element92 Pte Ltd
Body corporate
Finland
100%
Finland
RMI Finland Oy*
Body corporate
Singapore
100%
Singapore
Resource Mining Corporation Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an
income tax consolidated group under the tax consolidation regime.
BASIS OF PREPARATION
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act
2001. It includes certain information for each entity that was part of the consolidated entity at the end of the financial
year.
DETERMINATION OF TAX RESIDENCY
Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of tax residency involves judgement as there are currently several different
interpretations that could be adopted, and which could give rise to a different conclusion on residency. It should be noted
that the definitions of ‘Australian resident’ and ‘foreign resident’ in the Income Tax Assessment Act 1997 are mutually
exclusive. This means that if an entity is an ‘Australian resident’ it cannot be a ‘foreign resident’ for the purposes of
disclosure in the CEDS.
In determining tax residency, the consolidated entity has applied the following interpretations:
AUSTRALIAN TAX RESIDENCY
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax
Commissioner's public guidance in Tax Ruling TR 2018/5.
FOREIGN TAX RESIDENCY
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in
determining tax residency and ensure compliance with applicable foreign tax legislation.
*Element92 Suomi Oy during the year changed name to RMI Finland Oy
DIRECTORS’ DECLARATION
_____________________________________________________________________________
53
In the directors' opinion:
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
•
the attached financial statements and notes comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 1 to the financial statements;
•
the attached financial statements and notes give a true and fair view of the consolidated entity's financial
position as at 30 June 2024 and of its performance for the financial year ended on that date;
•
there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable; and
•
the information disclosed in the attached consolidated entity disclosure statement is true and correct. Refer to
page 52.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Asimwe Kabunga
Executive Chairman and Director
Dated 30 September 2024
AUDITOR’S REPORT
54
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form
part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Resource Mining Corporation Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Resource Mining Corporation Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at
30 June 2024, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including material accounting policy information, the
consolidated entity disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2(a) in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
AUDITOR’S REPORT
55
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Carrying value of exploration and evaluation assets
Key audit matter
How the matter was addressed in our audit
As the carrying value of the capitalised exploration
and evaluation asset represents a significant asset of
the Group at 30 June 2024, we considered it necessary
to assess whether any facts or circumstances exist to
suggest that the carrying amount of this asset may
exceed its recoverable amount.
Judgement is applied in determining the treatment of
exploration expenditure in accordance with Australian
Accounting Standard AASB 6 Exploration for and
Evaluation of Mineral Resources. In particular,
whether facts and circumstances indicate that the
exploration and evaluation assets should be tested for
impairment.
Our procedures included, but were not limited to:
•
Obtaining a schedule of the areas of interest held
by the Group and assessing whether the rights to
tenure of those areas of interest remained current
at balance date;
•
Considering the status of the ongoing exploration
programmes in the respective areas of interest by
holding discussions with management, and
reviewing the Group’s exploration budgets, ASX
announcements and directors’ minutes;
•
Considering whether any such areas of interest had
reached a stage where a reasonable assessment of
economically recoverable reserves existed;
•
Considering whether any facts or circumstances
existed to suggest impairment testing was
required; and
•
Assessing the adequacy of the related disclosures
in Notes 8 and 1(j) to the Financial Statements.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2024 but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
AUDITOR’S REPORT
56
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:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 18 to 23 of the directors’ report for the
year ended 30 June 2024.
AUDITOR’S REPORT
57
BDO Audit Pty Ltd
Neil Smith
Director
Perth, 30 September 2024
In our opinion, the Remuneration Report of Resource Mining Corporation Limited, for the year ended
30 June 2024, 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.
AUDITOR’S INDEPENDENCE DECLARATION
58
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form
part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY NEIL SMITH TO THE DIRECTORS OF RESOURCE MINING
CORPORATION LIMITED
As lead auditor of Resource Mining Corporation Limited for the year ended 30 June 2024, I declare
that, to the best of my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Resource Mining Corporation Limited and the entities it controlled
during the period.
Neil Smith
Director
BDO Audit Pty Ltd
Perth
30 September 2024
ADDITIONAL SHAREHOLDER INFORMATION
59
Additional information required by the Australian Securities Exchange Listing Rules and not disclosed elsewhere in
this report is set out below. The information is current as at 23 September 2024.
ANALYSIS OF SHAREHOLDING - Ordinary Shares
Size of Holding
Number of
Holders
Number of Shares
% of Shares
1 – 1,000
485
173,913
0.03%
1,001 – 5,000
498
1,377,901
0.21%
5,001 – 10,000
216
1,701,884
0.26%
10,001 – 100,000
512
18,263,638
2.80%
100,001 – or more
220
630,830,471
96.70%
TOTAL
1,931
652,347,807
100.00%
SUBSTANTIAL SHAREHOLDERS
The following substantial shareholders have notified the Company in accordance with the Corporations Act 2001:
Shareholder Name
Number of Shares
% of Shares
Kabunga Holdings Pty Ltd
138,474,001
21.23%
TOP 20 SHAREHOLDERS
The top 20 largest shareholders are listed below:
Name
Number of Shares
% of Shares
1
KABUNGA HOLDINGS PTY LTD
138,474,001
21.23%
2
ROPA INVESTMENTS (GIBRALTAR) LIMITED
23,000,000
3.53%
3
TOPWEI TWO PTY LTD
21,567,818
3.31%
4
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
19,561,178
3.00%
5
MR WALEED KH S A A ESBAITAH
17,914,773
2.75%
6
MS LETICIA HERMAN KABUNGA
17,622,939
2.70%
7
CITICORP NOMINEES PTY LIMITED
17,518,473
2.69%
8
BNP PARIBAS NOMINEES PTY LTD
17,149,473
2.63%
9
MS JOVITHA CHARLES JOSEPH
15,200,000
2.33%
9
AFRIKA KAZI LIMITED
15,200,000
2.33%
10
CH-QORUM GMBH
15,000,000
2.30%
11
MR MARC DOMINIQUE SENGES
14,930,131
2.29%
12
MR JIUMIN YAN
13,426,063
2.06%
13
MR YULONG GU
13,085,275
2.01%
14
MR ROHAN PATNAIK
13,000,000
1.99%
15
TOPWEI TWO PTY LTD
12,000,000
1.84%
16
MR HASHIMU MUSEDEM MILLANGA
11,444,801
1.75%
17
BNP PARIBAS NOMINEES PTY LTD
10,653,937
1.63%
18
VEN CAPITAL PTY LTD
8,850,846
1.36%
19
KEEN MERIT LIMITED
8,503,171
1.30%
20
MR YUEQI MA
8,500,000
1.30%
TOTAL TOP 20 HOLDERS
432,602,879
66.31%
TOTAL REMAINING HOLDERS BALANCE
219,744,928
33.69%
TOTAL
652,347,807
100.00%
The Company had unmarketable parcels for 1,528 shareholders holding 9,747,591 units at 23 September 2024.
The Company had no restricted securities as at 23 September 2024.
VOTING RIGHTS
ADDITIONAL SHAREHOLDER INFORMATION
60
Article 13.13 of the Constitution specifies that on a show of hands every member present in person, by attorney or by
proxy shall have:
a)
for every fully paid share held by him one vote
b)
for every share which is not fully paid a fraction of the vote equal to the amount paid on the share over the
nominal value of the shares.
Unlisted options and performance rights have no voting rights.
ON-MARKET BUYBACK
In accordance with ASX Listing Rule 4.10.18 the Company confirms that it is not currently subject to an on-market
buyback.
OPTION HOLDINGS AT 23 SEPTEMBER 2024
Class
Terms
Number of Options
OPT01
Unlisted options
Expiry 20/05/25 Exercise
Price $0.08
4,094,148
OPT02
Unlisted options
Expiry 25/05/25 Exercise
Price $0.10
8,000,000
OPT03
Unlisted options
Expiry 22/06/25 Exercise
Price $0.15
5,000,000
OPT04
Unlisted options
Expiry 26/10/25 Exercise
Price $0.15
11,031,813
TOTAL
28,125,961
ANALYSIS OF UNLISTED OPTION HOLDINGS AT 23 SEPTEMBER 2024
Size of Holding
Number of
Holders
Number of
Options
% of
Options
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
5
395,454
1.14
100,001 – or more
28
27,730,507
98.59
TOTAL
33
28,125,961
100%
The following Option holders hold more than 20% of a particular class of the Company’s Unlisted Options:
Number of Options held
Holder
OPT01
OPT02
OPT03
OPT04
Kabunga Holdings Pty Ltd
2,094,148
Topwei Two Pty Ltd
2,000,000
Cong Ming Limited
4,000,000
New Street Capital Pty Ltd
3,000,000
Mr Ying Wang
1,000,000
Mr Zuliang Park Wei + Ms
Bao Hong Zhang
1,500,000
Mr Bin Zhou
1,000,000
Heping Pty Ltd
2,500,000
PERFORMANCE RIGHTS
ADDITIONAL SHAREHOLDER INFORMATION
61
ANALYSIS OF UNLISTED PERFORMANCE RIGHTS HOLDINGS AT 23 SEPTEMBER 2024
Size of Holding
Number of
Holders
Number of
Performance
Rights
% of
Performance
Rights
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 – or more
4
35,000,000
100.00
TOTAL
4
35,000,000
100%
The following Performance Rights holders hold more than 20% of the Company’s Unlisted Performance Rights on
issue:
Holder
Performance
Rights held
Kabunga Holdings Pty Ltd
20,000,000
CORPORATE GOVERNANCE
The Board of Resource Mining Corporation Limited is committed to achieving and demonstrating the highest
standards of Corporate Governance. The Board is responsible to its Shareholders for the performance of the
Company and seeks to communicate extensively with Shareholders.
The Board believes that sound Corporate Governance practices will assist in the creation of Shareholder wealth and
provide accountability.
In accordance with ASX Listing Rule 4.10.3, the Company has elected to disclose its Corporate Governance policies
and its compliance with them on its website, rather than in the Annual Report.
Accordingly, information about the Company's Corporate Governance practices is set out on the Company's website
at https://resmin.com.au/corporate/corporate-governance/.
INTEREST IN MINING TENEMENTS
Company
Project
Location
Tenement No.
RMI Interest
Eastern Nickel
Tanzania Limited
Kabulwanyele
Tanzania
PL/11534/2021
74.25%
Eastern Nickel
Tanzania Limited
Kabulwanyele
Tanzania
PL/11535/2021
74.25%
Eastern Nickel
Tanzania Limited
Kabulwanyele
Tanzania
PL/17691/2021*
74.25%
Massive Nickel
Tanzania Limited
Liparamba
Tanzania
PL 11725/2021 (previously
PL/16943/2021
99%
Massive Nickel
Tanzania Limited
Mbinga
Tanzania
PL 11726/2021
99%
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL 11724/2021
99%
Massive Nickel
Tanzania Limited
Mbinga
Tanzania
PL/16944/2021*
99%
ADDITIONAL SHAREHOLDER INFORMATION
62
Company
Project
Location
Tenement No.
RMI Interest
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL/17155/2021*
99.00%
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL 12196/2023 (previously
PL/17041/2021)
99%
Massive Nickel
Tanzania Limited
Liparamba
Tanzania
PL/16942/2021*
99%
Massive Nickel
Tanzania Limited
Kitai
Tanzania
PL 12195/2023 (previously
PL/17015/2021
99%
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL/17503/2021*
99%
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL/17505/2021*
99%
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL 12197/2023 (previously
PL/17687/2021)
99%
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL/17757/2021*
99%
Massive Nickel
Tanzania Limited
Kabanga
Tanzania
PL 12198/2023 (previously
PL/17511/2021)
99%
Massive Nickel
Tanzania Limited
Kapalagulu
Tanzania
PL/17504/2021*
99%
Vancouver Mineral
Resources Limited
Mpanda
Tanzania
PL 11931/2022
75%
Vancouver Mineral
Resources Limited
Mpanda
Tanzania
PL 11934/2022
75%
Vancouver Mineral
Resources Limited
Mbozi
Tanzania
PL 11926/2022
75%
Vancouver Mineral
Resources Limited
Mbozi
Tanzania
PL 11928/2022
75%
Vancouver Mineral
Resources Limited
Mbozi
Tanzania
PL 11929/2022
75%
Vancouver Mineral
Resources Limited
Mlele
Tanzania
PL 11933/2022
75%
Vancouver Mineral
Resources Limited
Mpanda
Tanzania
PL 11936/2022
75%
Vancouver Mineral
Resources Limited
Mbozi
Tanzania
PL 11927/2022
75%
Vancouver Mineral
Resources Limited
Mpanda
Tanzania
PL 11930/2022
75%
Vancouver Mineral
Resources Limited
Mpanda
Tanzania
PL 11935/2022
75%
Vancouver Mineral
Resources Limited
Mlele
Tanzania
PL 11932/2022
75%
RMI Finland Oy
Pikkukkalio
Finland
ML2023:0036-01*
100%
RMI Finland Oy
Köyhäjoki
Finland
ML2023:0094-01
100%
ADDITIONAL SHAREHOLDER INFORMATION
63
Company
Project
Location
Tenement No.
RMI Interest
RMI Finland Oy
Laitiainen
Finland
ML2024:0006*
100%
RMI Finland Oy
Pikkukkalio
Finland
ML2023:0036-01*
100%
* Tenement applied for but not yet granted