Rex Minerals Ltd (ABN 12 124 960 523)
2024 Annual Report
Rex Minerals Ltd
Corporate Directory
2
DIRECTORS
Mr Ian Smith (Non-Executive Chairman)
Mr Richard Laufmann (CEO and Managing Director)
Ms Amber Rivamonte (Executive Director)
Mr Greg Robinson (Non-Executive Director)
Mr Andrew Seaton (Non-Executive Director)
COMPANY SECRETARY
Ms Kay Donehue
PRINCIPAL and REGISTERED OFFICE
68 St Vincent Highway
Pine Point, South Australia 5571
CONTACT DETAILS
Rex Minerals Ltd
PO Box 3435
Rundle Mall, South Australia 5000
Telephone: 1300 822 161 (Australia)
Telephone:
+61 (0) 3 9068 3077 (International)
Email:
rex@rexminerals.com.au
Website:
www.rexminerals.com.au
SHARE REGISTRARS
Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Abbotsford, Victoria 3067
Telephone: +61 (0) 3 9415 4000 (investors)
1300 850 505 (investors within Australia)
AUDITORS
KPMG Australia
Tower Two
Collins Square
727 Collins Street
Melbourne VIC 3008 Australia
BANKERS
ANZ Banking Group Limited
Ord Minnett Limited
Level 18, 83 Pirie Street
Level 22, 35 Collins Street
Adelaide, South Australia 5000
Melbourne, Victoria 3000
CORPORATE LEGAL ADVISORS
Baker McKenzie
Level 19, 181 William Street
Melbourne, Victoria 3000
Rex Minerals Ltd
Table of contents
2024 Annual Report : Rex Minerals Ltd
3
Page
Letter from the Chairman
Review of operations
Directors’ report
Consolidated statement of financial position
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the financial statements
Consolidated entity disclosure statement
Directors’ declaration
Lead auditor’s independence declaration
Independent auditor’s report
Additional shareholder information
4
5
17
30
31
32
33
34
52
53
54
55
60
Project Locations
Rex Minerals Ltd
Letter from the Chairman
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
4
Dear Fellow Shareholders
The offer from MACH Metals Australia Pty Ltd (MACH Metals), via an all-cash Scheme of Arrangement for
consideration of $0.47 per Rex share implies a fully diluted market capitalisation for Rex of approximately $393
million. As noted in the Scheme Booklet, which will supersede this Annual Report, this offer price constitutes a
meaningful and valuable premium for the company. The Board is advising all shareholders to accept.
The Scheme is subject to a few customary conditions. These include approval by the requisite majority of Rex
Shareholders (other than an Excluded Shareholder), Court approval and MACH Metals obtaining FIRB approval
(which has been applied for).
MACH Metals’ offer was received following a competitive global partnering process focused on locking in a
development pathway for the Hillside Project located on the Yorke Peninsula in South Australia. Rex’s Directors
(in consultation with our advisers) carefully assessed the offer from MACH Metals against a range of other
alternatives. On balance, we concluded that the offer represents a more certain outcome with greater value for all
stakeholders in Hillside, including the local community, the South Australian Government and Rex employees who
will benefit from the significant financial strength and proven track record of the MACH Group to deliver the
successful development of Hillside.
Advancing the Hillside Project, discovered by Rex, has been a lengthy exercise in persistence and vision. We now
expect to hand the baton to new owners, MACH Metals, a company with the balance sheet and commitment to
execute on this vision.
It has been a privilege to lead this dynamic Australian company. We have positioned the Project for success and
look forward to the development and operation of what will be additional supply of necessary metals in a world that
is pursuing a greater reliance on renewable energy.
We would like to acknowledge the ongoing support of local Indigenous group the Narungga, surrounding land
holders, the broader regional communities and government agencies who remain at the forefront of execution and
delivery of this nation building project.
Finally, I would like to thank two groups who helped in large part to enable this very positive outcome. First, our
small and dedicated team at Rex who continually displayed tireless hard work and dogged persistence. Second,
Rex Minerals shareholders for sharing the vision and foresight that are fundamental in pursuing a new greenfields
mine.
Yours sincerely
Mr Ian Smith
Chairman
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
5
CORPORATE
Rex Minerals Ltd (Rex or the Company) announced a capital raising on 16 January 2024 which comprised of a
strategic placement and a partially underwritten 1 for 6 accelerated non-renounceable pro-rata entitlement offer
which raised a total of $22.6 million. The Company issued 85,447,387 ordinary shares and received a total of $15.5
million before costs under the placement and accelerated institutional entitlement offer and issued a further
41,862,445 ordinary shares for an additional $7.1 million under the retail entitlement offer, before costs. The
proceeds from the capital raising were applied principally for working capital purposes to fund the Company through
to Hillside’s Final Investment Decision including pre-construction activities at the Hillside Project.
The placement and entitlement offer was led, managed and partially underwritten by MA Moelis Australia Advisory
Pty Ltd. MACH Metals Australia Pty Ltd (MACH Metals) acted as sub-underwriter to the offer and subsequently
lodged a substantial shareholder notice on 15 February 2024 advising its holding of 15.9% of the Company’s issued
capital.
Rex entered a Scheme Implementation Deed with MACH Metals to acquire all of the shares in Rex which it does
not already own by way of a scheme of arrangement (Scheme) for cash consideration of A$0.47 per Rex Share. A
full copy of the Scheme Implementation Deed was attached to the Rex ASX announcement relating to the Scheme
on 8 July 2024.
MACH Metals is a wholly owned subsidiary of the Salim Group, one of Indonesia’s largest conglomerates, which
has a diverse portfolio of investments across manufacturing, food production and mining.
Background to the Scheme
As announced to the ASX in February 2023, Rex engaged Macquarie Capital to run a global partnering process
seeking direct participation via a minority interest in Hillside. The partnering process involved outreach to a wide
range of global mining companies, strategic parties and financial investors.
The process focused on the $854 million funding and subsequent development pathway for the Hillside Copper-
Gold Project located in South Australia (Hillside). The Rex Directors (in consultation with their advisers) carefully
assessed the valuation, funding, timing and certainty of this offer against a range of other alternatives and the risks
and potential ownership dilution associated with a stand-alone development of Hillside. On 8 July 2024, Rex
announced that it had entered into a Scheme Implementation Deed with MACH Metals to acquire all of the shares
it does not already own in Rex. The proposed acquisition is expected to be implemented via a Scheme of
Arrangement.
The Scheme provides certainty of value and a significant premium representing a 98% uplift relative to Rex’s 90-
day Volume Weighted Average Price (VWAP), as well as the opportunity for Rex shareholders to realise their
investment at a 10-year historical share price high.
This Scheme also represents a more certain outcome for wider stakeholders in Hillside, including the local
community, the South Australian Government and Rex employees who will benefit from the significant financial
strength and proven track record of MACH Metals to deliver the successful development of Hillside. The South
Australian Government has been a leader in Australia in support of decarbonisation and copper development. The
successful development of Hillside will very much align with its strategy.
The Scheme is subject to customary conditions, including approval by the requisite majorities of Rex shareholders,
Court approval, as well as MACH Metals obtaining Foreign Investment Review Board (FIRB) approval (which has
been applied for).
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
6
Scheme indicative timetable and next steps
Rex intends to distribute a Scheme Booklet containing information in relation to the Scheme including reasons for
the recommendation of Rex’s Board and the independent expert’s report to Rex shareholders in early September
2024.
A meeting of Rex shareholders to approve the Scheme is expected to be held in October 2024. Subject to the
conditions being satisfied, the Scheme is expected to be implemented in late October 2024. Dates are indicative
only and may be subject to change.
Vision, purpose, values
The Company’s vision acknowledges the significant role of copper as a critical mineral in the global shift towards
new technologies required for a low-carbon economy. Our vision is to: “produce the minerals needed for the
world we all envision.” The Company’s purpose sets out how it aims to realise its vision: “explore and mine
responsibly to benefit our stakeholders and contribute to a more sustainable world.”
The vision and purpose are underpinned by the Company’s values of responsibility, teamwork, respect,
integrity and growth. These values reflect the Company’s commitment to the people, communities and
environment associated with its activities, the ethical and transparent way it does business and the sustainable and
positive impact it strives for.
Sustainability
Rex has always worked to understand the issues of
importance for local communities and regions more
broadly, where we operate. At the outset, we designed
Hillside to protect and promote the environment, social
and economic values of the region. The same approach
is being taken at Hog Ranch.
Our governance framework and policies – on
sustainable
development,
gender,
diversity
and
inclusion, and people and culture reflect the Company’s
ambition, progress and contribution to an equitable
global future.
Our sustainability commitments, aligned with relevant
industry requirements and frameworks, including the
United Nations Sustainable Development Goals, are
now being redefined as global and national expectations
drive more defined and rigorous targets for ESG
performance.
Hillside’s approved Mineral Lease and Program for
Environment Protection and Rehabilitation (PEPR) set
out Hillside’s license conditions and the Company plans
to positively manage its environmental and social
impacts. This process has taken into consideration the
needs of local stakeholders and outlines in detail how
the Company will manage the development and
operations of Hillside to achieve the outcomes sought by
the Company and its stakeholders.
Our Commitment
Rex strongly believes in the contribution metals,
hence mining, make to modern society, with the
growth
in
renewable
technologies
further
increasing the demand for metals such as copper.
While mining also contributes significantly to
employment and State and National economics,
responsible
mining
can
provide
sustainable
benefits for the communities in which it occurs. Rex
is committed to working in partnership with the local
stakeholders and communities to identify and
achieve sustained community benefits.
Rex commits to being a responsible member of the
communities in which we operate while delivering
value to all stakeholders through:
maintaining an economically sustainable and
responsible business
open and inclusive stakeholder engagement
contributing to the local, regional, State and
National economy
partnering
with
local
stakeholders
and
communities to enhance community capacity
and
contributing
to
local
environmental
sustainability.
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
7
At Hog Ranch, after three years of extensive flora, fauna and archaeological baseline studies, the Company has
been granted approval for our exploration “Plan of Operations", an important milestone.
The Company continues to progress its strategy for sustainable development which includes:
health and safety as its top priority
managing its material risks to, and impacts on, people and the environment
valuing diversity and promoting inclusivity, and
supporting communities, where it operates, to build resilience and thrive.
Gender, diversity and inclusion
The Board has established a stand-alone Gender, Diversity and Inclusion Policy. At 30 June 2024, female
representation was 28% of the total workforce, with women comprising 20% of the Rex Board and 40% of senior
Executives.
Climate change
The Company understands that as a responsible corporate citizen, it must identify, assess, action and report its
response to climate change challenges. Rex’s approach to climate change – how it manages mitigation and
adaptation to climate change impacts, both physical and transitional, as well as the opportunities and risks
associated with the transition to a low-carbon future – is evolving as our projects progress.
Figure 1 : Cost Benefit Analysis of Copper GHG Emissions, source “Copper – Pathway to Net Zero”, International Copper
Association March 2023
The underlying facts depicted in Figure 1 above are indisputable: without sufficient copper there can be no
seamless clean energy transition. This reality is profound and has not been lost on the South Australian
Government, who lead the way on clean energy transition. In August 2023, South Australia formally classified
copper as a “Critical Mineral”. This strategic classification aligns South Australia globally with the European Union,
Canada, Japan, India, China, and the United States.
The Hillside Project has now been designed to be capable of incremental expansion, from 6Mtpa to 8Mtpa and
eventually up to 10Mtpa in Stage 2. Over Stage 1, Hillside will generate the equivalent of 1,377,724t of carbon
dioxide (scope 1 and 2 emissions). This is made up of 59% liquid fuels, 39% electrical power (grid) and 2%
explosives. This equates to approximately 2.98t of CO2e emissions for every tonne of copper dispatched in
concentrate. This number has reduced significantly from 2015 where it sat over 5t CO2e for every tonne of copper
produced.
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
8
Further abatement opportunities are factored into our designs, with the large mobile fleet having been selected on
the basis that a blueprint exists for conversion using Original Equipment Manufacturer (OEM) electrification
solutions, as they become available and are proven.
HILLSIDE PROJECT – SOUTH AUSTRALIA
Hillside is located 12km south of the Ardrossan township
on the Yorke Peninsula, South Australia. Hillside is an iron
oxide copper gold (IOCG) deposit, under shallow cover,
in the Gawler Craton.
Hillside is Rex's flagship project and one of the largest
undeveloped, fully permitted, copper projects in Australia
with a Mineral Resources of 1.9Mt of copper and 1.5Moz
of gold (ASX announcement 14 December 2022).
On 14 December 2022, Rex published Hillside’s
Optimised Feasibility Study (OFS) which valued the
Stage 1 Project at $847 million post-tax NPV and IRR of
19%. Capital expenditure for development of the Stage 1
Project
was
estimated
at
$854
million
(ASX
announcement 14 December 2022).
Rex has also completed a Pre-Feasibility Study for a
Stage 2 expansion, extending the operation life to over 20 years.
High level key points of the OFS are as follows:
Project Value for Stage 1
o
Net Present Value (NPV) A$1,252 million (pre-tax), NPV of A$847 million (post-tax)
o
Internal Rate of Return (IRR): 19% (nominal IRR 23%)
o
C1 cash costs1 of US$1.52/lb copper
o
4.3-year payback period.
Scale and Opportunity – Stage 1 (11 years) lays the foundation for a 20 plus year operation, extracting only
around half of the current Ore Reserve. Substantial potential exists for Mineral Resources and Ore Reserves
growth, leading to mine life extension and higher processing rates beyond Stage 1.
First Production – Annual payable metal of circa 42kt Cu and 30koz Au to follow ramp-up.
Estimated pre-production capital cost of A$854 million (US$598 million) all-inclusive of full fleet, pre-strip
and contingency.
Contribution – Hillside to provide employment for over 500 people during construction and over 400 during
operations (over A$600 million in payroll), contributing over A$200 million in state royalties.
Regulatory Approvals – Key approvals are in place to allow commencement of development and mining
operations.
1 Hillside basis of C1 (direct cash cost) calculation = mining + processing + site general and administration + concentrate freight
+ refining charges – by-product credits (net).
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
9
Operational Readiness
Rex continues to make progress with its Operational Readiness plans for Hillside, advancing major contracts with
key contractors for processing, mining and associated infrastructure requirements. This includes building of the
owner and partner teams consistent with the Operational Readiness schedule and plan. We are continuing with
extensive on and off-site environmental monitoring for operations and with existing on-ground pre-development
activity. Key regulatory approvals are now in place to allow commencement of development and mining operations.
An individual (Applicant) has issued an application for judicial review in the Supreme Court of South Australia which
seeks to challenge approvals granted by the SA Minister for Planning concerning road diversion and realignment
for Hillside. The application for judicial review has been commenced out of time, and the Applicant requires an
extension of time from the Court in order to proceed. Both Rex and the SA Minister for Planning are opposing any
extension of time. Rex has also applied for summary dismissal.
As at the date of this report, no date has been listed for hearing of the Applicant’s extension of time application or
Rex’s summary dismissal application. The Applicant has not sought an injunction, and has not challenged any of
the Hillside mining tenements nor any other decision under the Mining Act (SA). Rex is proceeding on the basis
that all governmental decisions relevant to the Hillside road diversion and realignment are valid. Rex is confident
in its position in respect of the application.
Mineral Resources
The Mineral Resources estimate at Hillside remains one of Australia’s largest for copper. It includes information
from 608 diamond drill holes and 245 reverse circulation (RC) drill holes for a total of 239,000m of drilling. Rex
announced an updated Mineral Resources and Ore Reserves estimate on 14 December 2022.
Resource
Tonnes
Copper
Gold
Contained
Contained
Zone
Category
(Mt)
(%)
(g/t)
Copper (kt)
Gold (koz)
Oxide
Copper
Measured
16
0.54
0.22
88
114
Indicated
4.4
0.49
0.12
21
17
Inferred
0.2
0.76
0.22
1.6
1.5
Secondary
Sulphide
Measured
8.8
0.62
0.20
55
58
Indicated
3.0
0.57
0.13
17
13
Inferred
0.1
0.61
0.07
0.7
0.3
Primary
Sulphide
Measured
47
0.54
0.16
253
248
Indicated
143
0.59
0.13
837
596
Inferred
114
0.55
0.13
623
479
Total
337
0.56
0.14
1,897
1,528
Table 1: Hillside Mineral Resources Estimate – December 2022
Estimates have been rounded to the nearest Mt of ore (to the nearest 0.1Mt where <10Mt), two significant figures for Cu and Au
grade and to the nearest kt of Cu metal and kozs of Au metal (to the nearest 0.1kt where Cu <10kt, 0.1koz where Au <10koz).
Some apparent errors may occur due to rounding.
Ore Reserves
The 2022 Ore Reserves are based on the Stage 2 Pre-Feasibility Study transition plan completed in 2021 (ASX
announcement 14 December 2022).
The Stage 2 transition plan is a series of phased pushbacks that begin during the Stage 1 mine plan (Figure 2).
Stage 1 is approved under the PEPR. A decision to transition to the Stage 2 mine plan could occur by year five.
Under this transition plan, the Stage 1 open pit can transition to Stage 2 and continue for more than 20 years of an
updated open pit mine schedule at processing rates up to 8Mtpa.
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
10
Category
Tonnes
Copper
Gold
Contained
Contained
(Mt)
(%)
(g/t)
Copper (kt)
Gold (koz)
Proved
61
0.50
0.16
301
307
Probable
125
0.55
0.13
688
527
Total
186
0.53
0.14
989
834
Table 2: Hillside Ore Reserves – December 2022
Calculations have been rounded to the nearest Mt of ore, 0.01% Cu grade, 0.01g/t Au grade, 1,000t of Cu metal and 1000ozs
of Au metal. Some apparent errors may occur due to rounding.
Figure 2: Hillside Stage 1 (11 years) and Stage 2 open pit mine looking west
The Stage 2 mine plan extends from near-surface to a depth of 560m, which is shallow for IOCG deposits on the
Gawler Craton. Rex believes that there is potential to increase the Mineral Resource and Ore Reserves down dip
and along strike from the existing Mineral Resource as there has been limited drilling below 600m from surface
and along strike from the Hillside orebody.
Health, Safety, Environment (HSE)
There were no incidents at Hillside involving people, property, or the environment during the reporting period. There
were no HSE complaints or grievances raised by the local community or other stakeholders during the reporting
period.
Key to all our activities is our continued work on promoting internal discussions and checks regarding the integration
of sustainability principles and ESG in our design and establishing methodologies to provide Project HSE updates
to all relevant stakeholders.
Community
Rex continues to support a wide range of community initiatives on the Yorke Peninsula, including sponsorship
support for Ardrossan sporting clubs, progress associations, community centres and education groups.
As part of a partnership between the Department for Education and Rex, Rex staff presented (Resources Industry
Career Pathways) to approximately 210 Year 10 students from eight regional schools on the Yorke Peninsula and
the Mid North, South Australia. It was an excellent opportunity to engage with students who may become future
leaders in the mining industry.
Continuing its strong educational and community focus, Rex will be hosting approximately 200 students for its
second Student Immersion Day in October 2024. Rex will partner with Thiess, Hitachi, Ausenco, Metso, Rockwell,
Bureau Veritas, Fleet Space, Russell Mineral Equipment and NExUS to provide the students with a significant
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
11
opportunity to discuss career pathways with representatives from all the companies involved. Specific topics of
interest will include exploration, mining services, equipment design and supply, metallurgical laboratories,
engineering design, and automation and technology.
SOUTH AUSTRALIAN TENEMENT SCHEDULE AT 30 JUNE 2024
South Australia
Tenement
Location
Lease Status
Area Type
Area
End Date
EL5981
Moonta South
Granted
km2
68
22/06/2028
EL6136
Moonta South
Granted
km2
91
19/03/2029
EL6189
Moonta South
Granted
km2
243
01/08/2028
EL6245
Moonta South
Granted
km2
1,014
01/08/2028
EL6455
Moonta South
Granted
km2
28
04/11/2024
EL6497
Moonta South
Granted
km2
254
27/07/2025
EL6515
Moonta South
Granted
km2
257
20/09/2025
EL6531
Moonta South
Granted
km2
21
09/06/2025
ML6438
Hillside
Granted
Ha
2,998
15/09/2035
EML6439
Hillside
Granted
Ha
225
15/09/2026
MPL146
Hillside
Granted
Ha
94
15/09/2035
HOG RANCH GOLD PROPERTY – NEVADA USA
Hog Ranch is located in north-west Nevada, USA, 230km north of Reno, Nevada. A small-scale open pit and heap
leach gold operation was active at Hog Ranch from 1986 through to 1991. In 2019, Rex commenced reverse
circulation drilling activities which led to a rapid series of Mineral Resource updates, up to the current reported
Mineral Resource which contains 2.26Mozs of gold over four main Project locations (ASX announcement 23 March
2021).
Rex completed a small-scale scoping study at the Bells Project area to identify the potential for a low capex small
scale start option at Hog Ranch in addition to developing a better understanding of the economics for a new open
pit and heap leach operation at Hog Ranch (ASX announcement: Gold Heap Leach-Bells Scoping Study points to
growth at Hog, 9 June 2020).
Rex has also identified lithium potential at Hog Ranch (ASX announcement 12 September 2023).
Health, Safety, Environment (HSE)
There were no incidents at Hog Ranch involving people, property, or the environment during the reporting period.
There were no HSE complaints or grievances raised by the local community or other stakeholders during the
reporting period.
Plan of Operation (PoO) for Exploration – fully permitted
In the United States of America, when a Company wishes to disturb more than 5 acres to advance exploration or
development at a Project area, it must conduct comprehensive base line surveys to appraise the biological and
cultural resources of a project area to ensure that it does not disturb any sensitive cultural or biological resources.
These baseline studies form the bulk of an environmental assessment which is a prerequisite to request permission
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
12
to disturbance beyond 5 acres via a PoO. The Hog Ranch base line surveys were conducted over several years
and have been completed at the Bells and Krista areas, and over most of the Airport-Cameco area.
The PoO at Hog Ranch encompasses all of the Bells and Krista Project areas. On 22 April 2024, the US Department
of Interior’s Bureau of Land Management (BLM) agency approved the PoO for the Company’s proposed future
exploration activities over Bells and Krista. Subsequent to this, the State of Nevada conducted a one-month public
consultation period which did not yield any comments or concerns. The Nevada Division of Environmental
Projection (NDEP) issued the Hog Ranch Reclamation Permit on 11 June 2024, which marks the full and final
approval of the Hog Ranch PoO. The fully approved PoO allows for a much larger footprint for exploration of up to
200 acres of permitted ground disturbance at Bells and Krista (previously this was only up to 5 acres of disturbance
at each project, permitted via a Notice of Intent). This significant approval allows exploration flexibility well beyond
previous options.
NEVADA USA TENEMENT SCHEDULE AT 30 JUNE 2024
As at 30 June 2024, the Hog Ranch Property is made up of 1,737 unpatented mining claims located in Washoe
County, Nevada. Hog Ranch Minerals Inc directly owns 1,490 Mining Claims (see table below) and controls the
remaining 247 Mining Claims through an underlying agreement with Nevada Select Royalty Inc.
Nevada, USA
Lode Mining Claims
Location
Lease Status
Area Type
Total Area 1
Date
Certified
NHR 1 – 30
Washoe County
Claimed
Ft2
27,000,000
10/08/2019
NHR 31 – 100
Washoe County
Claimed
Ft2
63,000,000
28/01/2020
NHR 101 – 232
Washoe County
Claimed
Ft2
118,800,000
10/07/2020
NHR 233 – 417
Washoe County
Claimed
Ft2
166,500,000
19/11/2020
NHR 418 – 434
Washoe County
Claimed
Ft2
15,300,000
30/04/2021
GL 1 – 104
Washoe County
Claimed
Ft2
93,600,000
10/07/2020
GL 105 – 177
Washoe County
Claimed
Ft2
65,700,000
19/11/2020
GL 178 – 354
Washoe County
Claimed
Ft2
159,300,000
30/04/2021
CC 1 - 578
Washoe County
Claimed
Ft2
520,200,000
8/11/2023
CHR 1 – 124
Washoe County
Claimed
Ft2
111,600,000
8/11/2023
1 Total Area comprises the area of each Lode Mining Claim, ie. 1500’ x 600’.
SUPPLEMENTARY INFORMATION
Forward-Looking Statements
This Annual Report contains “forward-looking statements”. All statements other than those of historical facts
included in this Annual Report are forward-looking statements. Where the Company expresses or implies an
expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other
factors, which could cause actual results to differ materially from future results expressed, projected or implied by
such forward-looking statements. Such risks include, but are not limited to, copper, gold and other metals price
volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those
assumed in mining plans, as well as political and operational risks and governmental regulation and judicial
outcomes. The Company does not undertake any obligation to release publicly any revisions to any forward-looking
statement.
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
13
Compliance Statement
With reference to previously reported Mineral Resources, Ore Reserves, Feasibility Studies and Scoping Studies
the Company confirms that it is not aware of any new information or data that materially affects the information
included in the original market announcements as referenced. In the case of estimates of Mineral Resources and
Ore Reserves that reference material assumptions and technical parameters underpinning the information
contained within this Annual Report, continue to apply and have not materially changed. The Company confirms
that the form and context in which the Competent Person’s findings are presented have not been materially
modified from the original market announcement. The estimated Ore Reserves and Mineral Resources
underpinning any production target have been prepared by a competent person in accordance with the
requirements in Appendix 5A (JORC code).
Competent Persons’ Statement
The information in this report that relates to Exploration Results or Mineral Resources is based on, and fairly
reflects, information compiled by Mr Steven Olsen who is a Member of the Australasian Institute of Mining and
Metallurgy and is an employee of Rex Minerals Ltd. Mr Olsen has sufficient experience which is relevant to the
style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify
as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves’. Mr Olsen consents to the inclusion in the report of the matters
based on his information in the form and context in which it appears.
The information in this report that relates to mining and/or Ore Reserves is based on, and fairly reflects, information
compiled by Mr Charles McHugh who is a Fellow of the Australasian Institute of Mining and Metallurgy and an
employee of Rex Minerals Ltd. Mr McHugh has sufficient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent
Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves’. Mr McHugh consents to the inclusion in the report of the matters based on his
information in the form and context in which it appears.
The information in this report that relates to metallurgy is based on, and fairly reflects, information compiled by
Mr John Burgess who is a Fellow of the Australasian Institute of Mining and Metallurgy and a consultant to Rex
Minerals Ltd. Mr Burgess has sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined
in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves’. Mr Burgess consents to the inclusion in the report of the matters based on his information in the form
and context in which it appears.
Base Case Assumptions
The Bells Scoping Study (2020) price assumptions are quoted in US dollars and gold US$1,550/oz.
The Hillside Feasibility Study (2022) price assumptions for the Stage 1 life of the operation are copper US$3.92/lb;
gold US$1,610/oz and exchange rate of AUD:USD $0.70.
Risks
There are a number of risk factors, both generally and specifically relating to the Group which could have a material
adverse effect on the future operating and financial performance of the Group. While the Board, in its ordinary
course of business, takes appropriate steps to manage and mitigate some of these risks, these risks remain either
wholly or partially outside of the control of the Group and the Directors. In addition, these risks do not cover every
risk that may be associated with the Group now or in the future. There may also be additional risks and uncertainties
not currently known to the Group which may have a material adverse effect on the Groups operating and financial
performance.
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
14
Risks that are specific to the Group include the following:
Financing risks: Rex will need to raise substantial additional funds to finance the development of Hillside
and Hog Ranch. There is no guarantee that Rex will be able to do so as a listed entity, whether debt, equity
or otherwise, on acceptable terms, or at all. Any debt financing would come at a cost and would involve
repayment in due course. Any equity financing will dilute shareholdings. Any sale or farmout of Rex's interests
in Hillside and/or Hog Ranch would dilute Rex Shareholders' interests in them. If Rex is unable to obtain
additional financing as needed, it may be required to reduce the scope or suspend its proposed work
programs for the projects.
Uncertainty of project development and exploration: Development activities and exploration are highly
speculative, involve many risks and may be unsuccessful. Rex's ability to achieve its proposed forecast levels
of production is dependent on the success of development of its projects. As a result of the uncertainties
involved in these activities, the development of Hillside and Hog Ranch may not occur on time, on budget, or
at all, which would adversely affect its proposed operations and its financial results.
Metal prices and exchange rates: Changes in base and precious metal prices such as copper and gold may
impact on the future cashflows and profitability of Rex. Low base and precious metal prices may have a
materially adverse effect on Rex's cash flows, profitability and share price. A portion of Rex's proposed pre-
production capital costs, revenue and expenditure are denominated in foreign currency and movements in
currency exchange rates may affect cash flows, profitability, costs and revenue. It is not possible to accurately
predict future movements in metal prices and/or exchange rates.
Mineral Resources and Ore Reserves estimates: Rex has made estimates of its resources and reserves
based on relevant reporting codes, where required, and judgments based on knowledge, skills and industry
experience. However, there is no guarantee that estimates will prove to be accurate. Actual mining results
may materially differ from forecasts and estimates due to further findings and results not previously known or
fluctuations in operating costs, exchange rates and metal prices.
Production estimates: Actual future production may vary materially from targets and projections of future
production for a variety of reasons. There is greater risk that actual production will vary from estimates of
production made for properties under exploration or not yet in production or from operations that are to be
expanded.
Operating risks: Following construction, operations may be affected by various factors, including failure to
achieve predicted grades or production rates, operational and technical difficulties, difficulties in
commissioning and operating plant and equipment, mechanical failure or plant breakdown, adverse weather
conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases
in the costs of consumables, spare parts, plant and equipment. These risks could have a material adverse
effect on Rex's financial resources or could result in a total loss of the assets affected, and accordingly, may
affect the market price of the shares.
Capital and operating costs: Rex's capital and operating costs estimates are based on the best available
information at the time. Any significant unforeseen increases in the capital and operating costs associated
with the development and construction of Hillside or Hog Ranch would impact Rex's future cash flow and
profitability. These prices along with other inputs to capital and operating costs can fluctuate and are affected
by numerous factors beyond the control of Rex including, among others, expectations regarding inflation, the
financial impact of movements in interest rates, global economic trends and confidence.
Optimised Feasibility Study – Hillside Project: The material assumptions relating to the Hillside Optimised
Feasibility Study and Hillside Mineral Resource and Ore Reserve provided in the ASX Announcement dated
14 December 2022 continue to apply and have not materially changed. The material assumptions are
estimates that are subject to change, which may affect the viability of Hillside.
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
15
Mineral Resources – Hog Ranch: The material assumptions relating to the Mineral Resources announced
on 12 May 2020 were updated with a Bells Project Scoping Study announced on 9 June 2020. The material
assumptions are estimates that are subject to change, which may affect the viability of Hog Ranch.
Reliance on key personnel: The responsibility of overseeing day-to-day exploration, development and the
strategic management of Rex is concentrated amongst a small number of key employees. The loss of key
employees of Rex has the potential to have a detrimental impact on Rex until the skills that are lost are
adequately replaced.
Tenement Title: Interests in tenements (including mining lode claims) are governed by Federal and State
legislation and are evidenced by the granting of licences and leases or mining claims. Mining claims are
subject to annual notices of intent to hold and remittance of fee payments. A portion of mining claims are
subject to an underlying agreement and subject to certain expenditure commitments and payments. If these
expenditures and payments are not met, Rex could lose rights to control this portion of mining claims. Each
licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as
well as other conditions requiring compliance. Consequently, Rex could lose title to or its interest in tenements
if licence and lease conditions are not met or if insufficient funds are available to meet expenditure
commitments as and when they arise. Licences and leases are subject to periodic renewal. There is no
guarantee that current or future tenements will be renewed or approved. Renewal of the term of a granted
tenement is at the discretion of the relevant government authority. Renewal conditions may include increased
expenditure or work commitments or compulsory relinquishment of the areas comprising Rex's projects. The
imposition of new conditions or the inability to meet those conditions may adversely affect the operations,
financial position and/or performance of Rex.
Economic conditions: Adverse changes in economic conditions such as interest rates, exchange rates,
inflation, government policy, international economic conditions and employment rates amongst others are
outside Rex's control and have the potential to have an adverse impact on Rex and its operations.
Environmental risks: The operations and proposed activities of Rex are subject to both Nevada, USA and
Australian laws and regulations concerning the environment. As with most exploration and development
projects, Rex's activities are expected to have an impact on the environment, particularly if advanced
exploration or mine development proceeds. It is Rex's intention to conduct its activities to a high standard of
environmental obligation, including compliance with all environmental laws, in order to minimise damage to
the environment and risk of liability. Nevertheless, there are certain risks inherent in Rex's activities which
could subject Rex to extensive liability.
Climate change: Rex may be vulnerable to the physical and regulatory impacts of climate change in
Australia. Rex is taking steps to mitigate these risks where possible. Nevertheless, there are certain climate
change risks inherent in Rex's activities which could adversely impact on Rex.
Occupational health and safety: Rex manages certain risks associated with the occupational health and
safety of its employees. Rex takes out insurance to cover these risks within certain parameters, however it is
possible for injuries and/or incidents to occur which may result in expenses in excess of the amount insured
or provided for with a resultant impact on Rex.
Material contracts: The ability of Rex to operate its business will depend on the performance of the
counterparties under various agreements it has entered into or may enter into in the future. If any
counterparties do not meet their obligations under the respective agreements, this may impact on Rex's
business and financial returns.
Insurance: Rex maintains insurance to address insurable risks within ranges of coverage Rex believes to be
consistent with industry practice, having regard to the nature of Rex's activities. However, no assurance can
be given that Rex will be able to obtain insurance cover for all risks faced by Rex at reasonable rates or that
the insurance cover it arranges will be adequate and available to cover all possible claims. The occurrence
of an event that is not covered or fully covered by insurance could have a material adverse effect on the
business, financial condition and results of Rex.
Rex Minerals Ltd
Review of Operations
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
16
Litigation: Legal proceedings may arise from time to time in the normal course of Rex's activities. The
outcome of such legal proceedings cannot be predicted with certainty and may be determined adversely to
Rex and, as a result, could have a material adverse effect on Rex's assets, liabilities, business, financial
condition or results of operations. Even if Rex prevails in any such legal proceeding, the proceedings could
be costly and time-consuming and may divert the attention of management and key personnel from business
operations, which could adversely affect Rex's financial condition.
Regulatory risk, government policy and taxation: The Company is exposed to any changes in the
regulatory conditions under which it operates in both Australia and Nevada, USA. Such regulatory changes
can include, for instance, changes in:
o
taxation laws and policies;
o
royalty laws and policies;
o
accounting laws, policies, standards and practices;
o
environmental laws and regulations that may impact upon the Company including in relation to climate
change; and
o
employment laws and regulations, including laws and regulations relating to occupational health and
safety.
This is not an exhaustive list and any one of these regulatory changes may have a material adverse effect on
the Company.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
17
The Directors present their report together with the consolidated financial statements of the Group comprising of
Rex Minerals Ltd (the Company) and its subsidiaries (the Group or Rex), for the financial year ended 30 June 2024
and the auditors’ report thereon.
Directors
The following persons were Directors of the Company at any time during the financial year and remain so as at the
date of this report. There have been no new Directors appointed since the end of the financial year to the date of
this report. The name, qualifications, independence status, experience, special responsibilities and other
directorships for each Director are outlined below.
Mr Ian Smith - Independent Non-Executive Chairman
(B.E (Hons, Mining); B Fin Admin; FIEAust; FAusIMM)
Mr Ian Smith has been a Director since 18 February 2019 and was appointed Chairman on 1 June 2021. He also
serves as a member of the Audit & Risk Committee and the Remuneration Committee.
Ian is a mining engineer with more than 40 years' experience in the mining and services sector. He has held some
of the most senior positions in the Australian resources industry, most recently managing director and chief
executive officer of Orica. Prior to that, he was managing director and chief executive officer of Newcrest, growing
the business to what was Australia's biggest, and globally one of the largest, gold mining companies. Ian is a Fellow
of both the Australasian Institute of Mining and Metallurgy and the Institute of Engineers. Ian is a Non-Executive
Director of VHM Limited.
In prior roles, Ian was global head of operational and technical excellence with Rio Tinto, London and managing
director - Comalco Aluminium Smelting with Rio Tinto in Brisbane. He has technical, operational, financial and
strategic expertise, having also held senior and executive positions with WMC Resources, Pasminco and CRA. Ian
is a past president of the Australian Mines & Metals Association and is a past chairman of the Minerals Council of
Australia.
Mr Richard Laufmann - Chief Executive Officer and Managing Director
(B.Eng (Mining); MAusIMM; MAICD)
Mr Richard Laufmann is a founding director and was appointed Chief Executive Officer and Managing Director in
April 2015. Richard, a graduate of the WA School of Mines, is a mining engineer with broad experience in the
resources sector – specifically in copper, gold and nickel – both corporately and operationally.
Before becoming CEO of Rex, Richard was the chief executive officer of ASX-listed Indophil Resources which had
ownership in and management of one of the world’s largest undeveloped copper projects (Tampakan). This
company operated in an extremely challenging commodity price and geo-political environment.
Prior to Indophil, Richard was chief executive officer of ASX-listed Ballarat Goldfields. On joining, he recapitalised
and led the company, through feasibility, financing, construction and commissioning of the Ballarat Gold Mine. In
early 2007, Ballarat Goldfields was taken over by Lihir Gold.
Previously, Richard was the general manager of Gold for WMC Resources, with some of the largest and most
diverse surface and underground operations in the country.
Richard is a past chairman of the State Council of the Minerals Council of Australia (Victorian division) at the time
the State Council merged into the national MCA.
Ms Amber Rivamonte - Executive Director of Finance and Chief Financial Officer
(CPA; B.Bus(Acc); MAICD)
Ms Amber Rivamonte was appointed as an Executive Director on 1 June 2021.
Amber has over 30 years’ experience in the resources industry covering the fields of commercial, strategic and risk
management, corporate governance and financial management experience. Amber has a background in
accounting and is a Certified Practicing Accountant (CPA). Ms Rivamonte has previously held the dual role of chief
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
18
financial officer and company secretary at Rex Minerals and Ballarat Goldfields, as well as the role of company
secretary at Indophil Resources and White Rock Minerals. She has also been a director of a number of companies
in Australia and internationally.
Amber’s experience covers all aspects of managing resources companies, from project acquisition, mergers,
demergers, takeovers, schemes and various forms of fund raisings.
Mr Greg Robinson - Independent Non-Executive Director
(B.Sc(Hons) (Geology); MBA; MAICD)
Mr Greg Robinson was appointed as a Director on 1 June 2021. He is Chairman of the Audit & Risk Committee
and a member of the Remuneration Committee.
Greg has extensive executive experience in the finance and resources industries. He is a Non-Executive
Chairman of Incitec Pivot Limited, and is a Non-Executive Director of the Royal Automobile Club of Victoria
(RACV) (Chairman of the Audit Committee).
He is the former managing director & chief executive officer of Newcrest Mining Limited (including six years as
chief financial officer & finance director) and former chief executive officer of Lattice Energy Limited. Prior to
joining Newcrest, Greg was on the executive committee of and held senior executive roles in the Petroleum and
Energy Division of BHP (including five years as chief financial officer) and was a director of investment Banking
at Merrill Lynch & Co and headed the Australia/Asia Pacific resources team.
Greg was previously a non-executive director of the World Gold Council, and a non-executive director of
St Vincent’s Institute of Medical Research.
Mr Andrew Seaton - Independent Non-Executive Director
(BE (Chem) Hons; Grad Dip Bus Admin; GAICD)
Mr Andrew Seaton was appointed as a Director on 1 December 2021. He is Chairman of the Remuneration
Committee and a member of the Audit & Risk Committee.
Andrew has over 35 years’ business experience across a range of finance, engineering, project management,
investment banking and senior executive roles. Andrew is currently the Managing Director and Chief Executive
Officer of Australian Naval Infrastructure, and a Non-Executive Director of Strike Energy Ltd and Homestart
Finance Ltd. Andrew was previously a non-executive director of Hydrocarbon Dynamics Ltd.
Andrew was previously chief financial officer of Santos Limited, Australia’s largest producer of domestic natural
gas and a key supplier of LNG into Asia. During his time with Santos, the company expanded its LNG portfolio to
include interests in Darwin LNG, PNG LNG and Gladstone LNG. Prior to this he worked in investment banking
with Merrill Lynch in Melbourne and New York across a broad range of advisory, M&A, equity and debt capital
markets transactions, and with NAB in corporate and institutional banking. His early career included process
engineering and project management roles across upstream oil and gas and petrochemicals.
Company Secretary
Ms Kay Donehue
(GradDipACG, GIA(Cert), AGIA, ICSA, AAICD, Chartered Secretary)
Ms Donehue has over 25 years’ experience in the mining and banking industries, and most recently has focused
extensively on company secretarial and governance roles in the mining sector. Kay was previously company
secretary of Indophil Resources NL which was delisted from the ASX in 2015 following completion of a Scheme
of Arrangement with its major shareholder. Kay is an Associate of the Governance Institute of Australia and holds
a Graduate Diploma in Applied Corporate Governance.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
19
Directors’ meetings
The numbers of meetings of the Company’s Board of Directors and of each Board Committee held during the
financial year and the numbers of meetings attended by each Director were:
Director
Board Meetings
Audit & Risk
Committee Meetings
Remuneration
Committee Meetings
A
B
A
B
A
B
Mr Ian Smith
16
16
3
3
3
3
Mr Richard Laufmann1
16
16
3
3
3
3
Ms Amber Rivamonte1
16
16
3
3
2
3
Mr Greg Robinson
16
16
3
3
2
3
Mr Andrew Seaton
16
16
3
3
3
3
A – Number of meetings attended.
B – Number of meetings held during the year whilst the Director held office.
1 – Director is not a member of the Committees but attends meetings as appropriate by invitation.
Corporate governance statement
Rex has adopted comprehensive systems of control and accountability as the basis for the administration and
compliance of effective and practical corporate governance. These systems are reviewed regularly and revised if
appropriate.
The Board is committed to administering the Company’s policies and procedures with transparency and integrity,
pursuing the genuine spirit of good corporate governance practice. To the extent they are applicable, Rex has
adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations,
4th Edition. In addition, as the Company’s activities transform in size, nature and scope, additional corporate
governance structures will be considered by the Board and assessed as to their relevance.
In accordance with the ASX Principles and Recommendations and the ASX Listing Rules, the Corporate
Governance Statement and a more detailed discussion of the Company’s approach can be found on its website:
http://www.rexminerals.com.au.
This Corporate Governance Statement is dated 30 June 2024 and was approved by the Board on
27 August 2024.
Principal activities
The Company’s vision is “to produce the minerals needed for the world we all envision” and our stated purpose
to achieve this is “to explore and mine responsibly to benefit our stakeholders and contribute to a more sustainable
world”. During the year, the principal activities of the Group consisted of exploration, evaluation and development
at Hillside, Hog Ranch and regional tenements in South Australia.
Operating and financial review
The income statement shows a loss after tax of $15.5 million (2023: $24.8 million) for the year. The Group has
no borrowings, however there is a first ranking charge over the Group’s freehold land holdings provided to the
South Australian Government. As at 30 June 2024, the Group had a cash position of $21.3 million (2023: $6.6
million). Operating activities resulted in a net cash outflow for the year of $16.8 million (2023: $25.4 million).
Further information on operating and financial performance is set out in the Operations Review.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
20
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Dividends paid or recommended
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of
a dividend to the date of this report.
Events since the end of the financial year
On 8 July 2024, Rex announced that it had entered into a Scheme Implementation Deed as outlined in the review
of operations. Since the end of the financial year, 15,364,152 fully paid ordinary shares have been issued upon
the exercise of options at an issue price of 30 cents and 4,635,854 options with an issue price of 30 cents and
expiry date of 9 August 2024 have lapsed. In addition, the Group has entered into a contract totalling $14.6 million,
with McMahon Services Australia Pty Ltd (MSA) in relation to the construct-only works for the road package
forming part of the Hillside Project.
Other than mentioned above, no matters or circumstances have arisen since 30 June 2024 that have significantly
affected the Group’s operations, results or state of affairs.
Likely developments and expected results of operations
On 8 July 2024, Rex announced that it had entered into a Scheme Implementation Deed as outlined in the review
of operations. The Group is working towards development of the Hillside Project and continued minerals
exploration on the tenements and mining claims owned or controlled by the Group.
Other than that which is disclosed throughout the Annual Report, further information about likely developments
in the operations of the Group and the expected results of those operations in future financial years has not been
included in this report because disclosure of the information would be likely to result in unreasonable bias to the
Group.
Environmental regulation
The Group’s operations are subject to environmental regulation in respect of mineral tenements and mining claims
relating to exploration activities on those areas. No breaches of any environmental requirements were recorded
during the financial year.
Indemnification and insurance of Officers
The Company provides insurance to cover legal liability and expenses for the Directors and Executives of the
Company. The Directors and Officers’ Liability Insurance provides cover against all costs and expenses that may
be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be
brought against the Officers in their capacity as Officers. Disclosure of the nature of the liability cover and the
amount of the premium is subject to a confidentiality clause under the insurance policy.
The Company has entered into an agreement with Directors and Executives to indemnify these individuals against
any claims and related expenses, which arise as a result of their work in their respective capacities.
The Company has not provided any insurance or indemnity for the auditor of the Company.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
21
Non-audit services
During the year, KPMG Australia (KPMG), the Group’s auditor, did not perform any services other than the audit
and review of the financial statements.
Details of amounts paid to the auditor of the Group, KPMG and its related practices for audit services during the
year, are set out below.
2024
2023
$
$
Audit and review of financial statements
62,000
58,600
Remuneration Report – Audited
The Directors present the Remuneration Report for the year ended 30 June 2024, outlining key aspects of the
remuneration policy and framework, and the remuneration awarded during the year.
Key Management Personnel
Key Management Personnel (KMP) comprise the Directors of the Company and senior Executives for the Group.
KMP have authority and responsibility for planning, directing and controlling the major activities of the Company
and the Group.
The following persons currently act as Directors and other KMP of the Group. Except as noted, the named persons
held their current positions during the year ended 30 June 2024 and up to the date of this report.
Non-Executive Directors
Mr Ian Smith
Chairman
Mr Greg Robinson
Director and Audit & Risk Committee Chair
Mr Andrew Seaton
Director and Remuneration Committee Chair
Executive Directors
Mr Richard Laufmann
Chief Executive Officer and Managing Director
Ms Amber Rivamonte
Chief Financial Officer and Director of Finance
Other KMP
Mr Jason Schell
Chief Operating Officer
Mr Peter Bird
EGM Investor Relations & Business Development
Ms Cherie Leeden
Local Director – Hog Ranch
Mr Peter Larsen
EGM Legal (ceased to be KMP 21 March 2024)
Remuneration Policy
The Company’s remuneration policy seeks to create a reward framework that drives individual and Company
performance in line with the Company’s long-term corporate strategy and short-term goals and targets, and
delivers long-term shareholder value, through the following remuneration principles:
Creating a strong link between performance and short and long-term reward
Maintaining fair, consistent and equitable remuneration practices which align with the Company’s values
and vision
Ensuring that Executive remuneration is linked to the creation of shareholder value
Recognising the calibre and skills of Executives and ensuring that they are rewarded for superior
performance, and
Attracting and retaining talented Executives, noting both the cyclical and competitive nature of the market.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
22
The Company seeks guidance in the governance of its remuneration strategy from a variety of sources, to remain
transparent and consistent with industry standards, whilst ensuring what we implement continues to be fit for
purpose.
The Remuneration Committee and ultimately the Board are responsible for determining and reviewing
remuneration arrangements for the Directors and other KMP.
Elements of Remuneration
Fixed remuneration
Fixed remuneration consists of base salary (which is calculated on a total cost basis), as well as leave entitlements
and employer contributions to superannuation funds.
Remuneration levels are reviewed annually through a process that considers individual, segment and overall
performance of the Group. Market research provides analysis and guidance for remuneration.
Performance - linked remuneration
Performance linked remuneration may include both short-term and long-term incentives, and is designed to
reward executive KMP for meeting or exceeding their financial and personal objectives.
Short-term incentive
The short-term incentive (STI) is a discretionary bonus provided in the form of cash and/or shares. At the end of
each financial year, the Board assesses the performance of the Group and individuals. The Board determines
and approves the incentive to be awarded to individuals. During FY2024, the COO was awarded and paid a
bonus of $270,000 (consisting 50% in cash and 50% in ordinary shares) based on achieving key deliverables for
Hillside which were not applicable to any other KMP. There were no other STI bonuses paid or payable to KMP
during FY2024.
Long-term incentive
The long-term incentive (LTI) is provided as options over ordinary shares of the Company which are issued at the
discretion of the Board with conditions that the Board determines as appropriate at the time of issue. The Board
believes the LTI is an important component of a comprehensive remuneration strategy. It aligns participants’
interests with those of shareholders by linking their overall total rewards to the long-term success of the Company
and helps retain cash funds within the Company.
The Board received shareholder approval for an Option Incentive Plan at the Annual General Meeting on
22 November 2021. The plan is administered by the Board which has the discretion to determine eligibility to
participate in the plan and the number of equity securities awarded to the participant. This number is limited to
10% of the total number of shares on issue at the date of the issue of the relevant equity securities awarded
without impacting the Company’s 15% placement capacity, then subsequently subject to that placement capacity,
unless the issue is specifically approved by shareholders.
During FY2024, options under the LTI plan were issued to the CEO, CFO and COO. Shareholders approved the
grant of options, including their terms and conditions, to the CEO and CFO at the 2023 Annual General Meeting.
Options are exercisable at a price of 40.0 cents each and options will vest upon achievement of certain milestones
(40% vest following Hillside final investment decision (FID) and financial close; and then the balance vest on
successful commissioning of the Hillside processing plant).
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
23
Consequences of performance on shareholder wealth
The variable components of the Group’s Executives’ remuneration (STI and LTI) seek to encourage alignment of
management performance and shareholders’ interests by linking remuneration to the performance of the Group.
Whilst the Remuneration Committee takes into consideration the indices detailed below, the Board acknowledges
that as an exploration and development company, the use of such indices does not fully reflect the Group’s
performance.
2024
$
2023
$
2022
$
2021
$
2020
$
Net loss attributable to equity holders of the parent
(million)
15.5
24.8
12.8
8.8
5.2
Closing share price at financial year’s end
0.26
0.23
0.135
0.35
0.07
Contractual arrangements with Executive KMP’s
In line with Group policy, the Group has entered into contracts with each of the CEO, CFO and other KMP, details
of which are outlined below:
Component
CEO description
CFO and Other KMP description
Base salary
$500,000
Range between $333,000 and $450,000 FTE
STI
Provides for eligibility of an STI plan, at rules and rates to be determined by
the Board.
LTI
At discretion of the Board, under terms and conditions of the Option
Incentive Plan (OIP) (approved by Shareholders at the 2021 AGM), as
outlined on the previous page under the heading Long-term incentives.
Contract duration
Ongoing contract
Notice by individual/Company
3 months
3 months
Termination of employment
(without cause) or by the
individual
Executives are entitled to receive their statutory entitlements of accrued
annual and long service leave, together with any superannuation benefits.
Entitlement to pro-rata STI for the year (under certain conditions). Under
the OIP rules, unvested LTI will vest immediately if the individual is
deemed a good leaver or will lapse if deemed a bad leaver.
Termination of employment
(with cause)
No additional entitlement on termination in the event of removal for
misconduct or gross negligence. No eligibility for STI payments, unvested
LTI will lapse.
Contractual terms, other than described in the table above, apply to the following individuals:
Mr Schell’s contract provides for a one-time cash bonus of $300,000 on the achievement of the successful
commissioning of the Hillside processing plant and for the provision of a motor vehicle. This one-time completion
bonus is separate to the STI bonus of $270,000 that was received in the current financial year.
Ms Leeden is engaged via a part-time consulting arrangement and is paid a monthly retainer at 40% FTE paid in
USD and presented in AUD in this report. Ms Leeden is not entitled to an STI or redundancy payment.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
24
Remuneration expenses for Executive Directors and Other KMP
The following table shows details of the remuneration expense recognised for the Group’s Executive Directors and Other KMP for the current and previous financial year measured in
accordance with the requirements of the accounting standards.
Fixed remuneration
Variable remuneration
Total
$
Proportion of
remuneration
performance
related %
Short-term
Post
employment
Long-term
Short-term
Share based
payments
Year
Salary
$ (a)
Other non-
monetary
$(b)
Super-
annuation
$
Long service
leave
$ (c)
Bonus
$
Fair value
options
$ (d)
Executive Directors
Mr Richard Laufmann, CEO
2024
524,868
-
27,500
12,928
-
73,675
638,971
9%
2023
480,588
-
27,500
67,319
-
59,957
635,364
-
Ms Amber Rivamonte, CFO
2024
416,947
-
27,500
12,409
-
58,119
514,975
11%
2023
388,359
-
27,500
12,664
-
2,713
431,236
-
Other KMP
Mr Jason Schell, COO
2024
470,769
17,742
27,500
12,537
270,0003
159,956
958,504
34%
2023
472,381
13,237
27,500
10,996
-
228,111
752,225
-
Mr Peter Bird, EGM IR & BD
2024
390,000
-
27,500
10,978
-
101,837
530,315
-
2023
410,898
-
27,500
9,497
-
228,111
676,006
-
Mr Peter Larsen, EGM Legal1
2024
264,728
-
20,625
7,240
-
59,279
351,872
-
2023
247,704
-
18,895
5,774
-
-
272,373
-
Ms Cherie Leeden, Local Director – Hog Ranch 2
2024
158,510
-
-
-
-
-
158,510
-
2023
139,218
-
-
-
-
5,426
144,644
-
Total Executive Directors and other KMP
2024
2,225,822
17,742
130,625
56,092
270,000
452,866
3,153,147
-
2023
2,139,148
13,237
128,895
106,250
-
524,318
2,911,848
-
Notes in relation to the table of Executive KMP remuneration
(a)
Salary include amounts received by KMP measured in accordance with Australian Accounting Standards. It includes cash salary and accrued annual leave entitlements (where applicable).
(b)
Value attributed to the provision of a motor vehicle, including any Fringe Benefits tax applicable.
(c)
Represents the net accrual for long service leave which will only be paid in cash if the employee meets the required service conditions in accordance with state-based legislation.
(d)
The fair value of the options is calculated at the date of grant using the Black-Scholes option pricing model and allocated to each reporting period evenly over the period from grant to vesting date. The
value disclosed is the portion of fair value of the options recognised as an expense in each reporting period.
1.
Mr Larsen ceased to be KMP on 21 March 2024.
2.
Ms Leeden is engaged through a consultancy agreement and the above represents the retainer paid in USD to the KMP related company and presented in AUD in this report.
3.
The after-tax amounts of Mr Schell’s short-term bonus were paid 50% in cash and 50% in fully paid ordinary shares.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
25
Non-Executive Directors
Total remuneration for all Non-Executive Directors, as approved by shareholders at the Company’s 2011 AGM, is
not to exceed $500,000 per annum and is set based on advice from external advisors with reference paid to other
non-executive directors of comparable companies.
A review of base and committee fees was undertaken during FY2024, and an increase in base fees, excluding
statutory superannuation, was implemented in January 2024.
Board
$
Audit &
Risk Committee
$
Remuneration
Committee
$
Prior to 31 December 2023
Chair
100,000
-
-
Member
60,000
-
-
From 1 January 2024
Chair
135,000
20,000
20,000
Member
90,000
-
-
The Non-Executive Directors do not receive performance related remuneration however in prior financial years
received options as part of their remuneration which are allocated to each reporting period evenly over the period
from grant to vesting date.
Non-Executive Director remuneration
Year
Base &
Committee
fees
$
Super-
annuation
$
Fair value
options
$ (a)
Total
$
Non-Executive Directors
Mr Ian Smith1
2024
124,925
5,500
-
130,425
2023
110,500
-
-
110,500
Mr Greg Robinson
2024
85,000
9,350
3,909
98,259
2023
60,000
6,300
10,146
76,446
Mr Andrew Seaton
2024
85,000
9,350
5,843
100,193
2023
60,000
6,300
13,480
79,780
Total Remuneration
2024
294,925
24,200
9,752
328,877
2023
230,500
12,600
23,626
266,726
Notes in relation to the table of Non-Executive Directors’ remuneration
(a)
The fair value of the options is calculated at the date of grant using the Black-Scholes option pricing model and allocated to
each reporting period evenly over the period from grant to vesting date. The value disclosed is the portion of fair value of the
options recognised as an expense in each reporting period. All options granted to Non-Executive Directors vest over three
years in three equal tranches from the date of grant.
1.
Mr Smith sought approval from the ATO for an SGC exemption and received additional fees in lieu of superannuation for the
FY2023 and part of FY2024 year.
Shares under option
All options refer to unquoted options over ordinary shares of Rex Minerals Ltd, which are exercisable on a one-for-
one basis under the terms and conditions of the OIP. The options do not entitle the holder to participate in any
share issue of the Company. All options expire on the earlier of their expiry date or in the case of termination, as
defined in the terms and conditions of the Plan.
During the year, the Company issued 40,250,006 options, issued 7,383,334 million ordinary shares as a result of
the exercise of options and 250,000 options lapsed.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
26
Options over ordinary shares of the Company at 30 June 2024:
Date options granted
Expiry date
Fair value per
option at grant
date (cents)
Exercise price
(cents)
Number of
options
1 December 2020
30 November 2024
6.6
17.5
5,000,000
28 May 2021
28 May 2025
19.3
47.0
200,000
26 November 2021
24 November 2025
11.6
33.0
280,000
10 March 2022
2 March 2026
12.8
25.3
7,000,000
26 April 2022
17 April 2026
12.4
30.0
1,000,000
10 August 2023
9 August 2024
2.77
30.0
20,000,006
1 September 2023
2 August 2027
8.81
22.0
3,750,000
15 December 2023
30 November 2027
3.83
40.0
15,000,000
29 May 2024
19 May 2028
11.01
30.0
1,500,000
53,730,006
Since 30 June 2024 and to the date of this report, 15,364,152 options have been exercised at an issue price of
30 cents and expiry date of 9 August 2024 and 4,635,854 options with an issue price of 30 cents and expiry date
of 9 August 2024 lapsed. The total amount of options on issue at the date of this report are 33,730,000.
Reconciliation of options, ordinary shares and consideration rights held by KMP
Options
Details on options over ordinary shares that were granted as compensation to each KMP during the year and details
of options that vested are as follows:
Name
Grant date
Fair value
per option
at grant
date
(cents)
Exercise
price per
option
(cents)
Expiry date
Number of
options
exercised
Number
of options
vested
during
year
Mr Ian Smith
-
-
-
-
-
-
Mr Greg Robinson
28 May 2021
19.3
47.0
28 May 2025
-
66,667
Mr Andrew Seaton
26 Nov 2021
11.6
33.0
24 Nov 2025
-
93,333
Mr Richard Laufmann
1 Dec 2020
6.6
17.5
30 Nov 2024
-
1,666,667
15 Dec 2023
3.83
40.0
30 Nov 2027
-
-
Ms Amber Rivamonte
6 Mar 2020
2.38
7.0
29 Feb 2024
1,500,000
-
15 Dec 2023
3.83
40.0
30 Nov 2027
-
-
Mr Jason Schell
10 Mar 2022
12.8
25.3
2 Mar 2026
-
1,166,666
15 Dec 2023
3.83
40.0
30 Nov 2027
-
-
Mr Peter Bird
10 Mar 2022
12.8
25.3
2 Mar 2026
-
1,166,666
Mr Peter Larsen
1 Sept 2023
8.81
22.0
2 Aug 2027
-
-
Ms Cherie Leeden
6 Mar 2020
2.38
7.0
29 Feb 2024
2,000,000
-
All options (other than those granted on 15 December 2023) vest over three years in three equal tranches from the
date of grant. The 15 million options granted on 15 December 2023, with an expiry date 30 November 2027, have
non-market performance conditions and service conditions. 6 million vest following the Hillside final investment
decision (FID) and financial close; and the balance (9 million) vest on successful commissioning of the Hillside
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
27
processing plant. All options expire on the earlier of their expiry date or in the case of termination, as defined in the
OIP. On termination, in the event that a KMP is deemed to be a good leaver, then all unvested options will
immediately vest. In the event that a KMP is deemed to be a bad leaver, the options (whether vested or unvested)
expire shortly thereafter. Details of vesting profiles of the options held by each KMP of the Group are as per below:
Name
Number of
options
Grant date
%
vested
in year
%
forfeited
in year
Financial
years in
which grant
vests
Value yet
to vest1
Mr Ian Smith
-
-
-
-
-
-
Mr Greg Robinson
200,000
28 May 2021
33
-
2022 - 2024
-
Mr Andrew Seaton
280,000
26 Nov 2021
33
-
2023 - 2025
1,477
Mr Richard Laufmann
5,000,000
1 Dec 2020
33
-
2022 - 2024
-
5,000,000
15 Dec 2023
-
-
2025 - 2028
133,481
Ms Amber Rivamonte
5,000,000
15 Dec 2023
-
-
2025 - 2028
133,481
Mr Jason Schell
3,500,000
10 Mar 2022
33
-
2023 - 2025
34,999
5,000,000
15 Dec 2023
-
-
2025 - 2028
133,481
Mr Peter Bird
3,500,000
10 Mar 2022
33
-
2023 - 2025
34,999
Mr Peter Larsen
2,000,000
1 Sept 2023
-
-
2025 - 2027
-
Ms Cherie Leeden
-
-
-
-
-
-
1.
The maximum value yet to vest is based on the value of the grant date fair value that is yet to be expensed.
During the year, the following shares were issued on the exercise of options previously granted as compensation:
Name
Number of
shares
Amount paid
cents/share
Ms Amber Rivamonte
1,500,000
7.0
Ms Cherie Leeden
2,000,000
7.0
The value of options over ordinary shares granted and exercised by each KMP during the year is in the table below:
Name
Value of
options
granted in year
$1
Value of
options
exercised in
year
$2
Mr Ian Smith
-
-
Mr Greg Robinson
-
-
Mr Andrew Seaton
-
-
Mr Richard Laufmann
191,600
-
Ms Amber Rivamonte
191,600
172,500
Mr Jason Schell
191,600
-
Mr Peter Bird
-
-
Mr Peter Larsen
176,200
-
Ms Cherie Leeden
-
215,000
1.
The value of options granted in the year is the total fair value of the options calculated at grant date. This amount is allocated
to remuneration over the vesting period.
2.
The value of options exercised during the year is calculated as the market price of shares of the Company as at close of
trading on the date the options were exercised after deducting the price paid to exercise the option.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
28
The table below shows a reconciliation of the movement in unquoted options over ordinary shares in the Company
held directly, indirectly or beneficially by each KMP including their related parties, during the financial year. No
options lapsed or were forfeited during the year.
Name
Held at
30 June
2023
Number
of
options
granted
Number
of
options
exercised
Held at
30 June 2024
or dated
ceased KMP
Vested
during
the year
Vested and
exercisable
at 30 June
2024
Mr Ian Smith
-
-
-
-
-
-
Mr Greg Robinson
200,000
-
-
200,000
66,667
200,000
Mr Andrew Seaton
280,000
-
-
280,000
93,333
186,666
Mr Richard Laufmann
5,000,000
5,000,000
-
10,000,000
-
5,000,000
Ms Amber Rivamonte
1,500,000
5,000,000
1,500,000
5,000,000
-
-
Mr Jason Schell
3,500,000
5,000,000
-
8,500,000
1,166,666
2,333,333
Mr Peter Bird
3,500,000
-
-
3,500,000
1,166,666
2,333,333
Mr Peter Larsen
-
2,000,000
-
2,000,000
-
-
Ms Cherie Leeden
2,000,000
-
2,000,000
-
-
-
Since 30 June 2024 and to the date of this report, there have been no changes to options held by KMP.
Shareholdings
The table below shows a reconciliation of ordinary shares in the Company held directly, indirectly or beneficially by
each KMP including their related parties, during the financial year.
Name
Held at
30 June 2023 or
date became
KMP
Received on
exercise of
option
Acquired or
(sold) during
the year
Held at
30 June 2024 or
date ceased being
KMP
Mr Ian Smith
1,700,000
-
283,334
1,983,334
Mr Greg Robinson
2,558,334
-
426,388
2,984,722
Mr Andrew Seaton
500,000
-
41,667
541,667
Mr Richard Laufmann
8,419,893
-
-
8,419,893
Ms Amber Rivamonte
6,326,909
1,500,000
200,000
8,026,909
Mr Jason Schell
542,034
-
420,917
962,951
Mr Peter Bird
-
-
-
-
Mr Peter Larsen
-
-
-
-
Ms Cherie Leeden
1,000,000
2,000,000
-
3,000,000
Since 30 June 2024 and to the date of this report, there have been no changes to shareholdings held by KMP.
Rex Minerals Ltd
Directors’ Report
For the year ended 30 June 2024
2024 Annual Report : Rex Minerals Ltd
29
Hog Ranch Consideration Rights (HRCR)
The table below shows a reconciliation of HRCR in the Company held directly, indirectly or beneficially by KMP
including their related parties, during the financial year.
Name
Held at
30 June 2023
Acquired during
the year
Converted
during the year
Held at
30 June 2024
Mr Richard Laufmann
969,227
-
-
969,227
Ms Amber Rivamonte
3,876,907
-
-
3,876,907
The Company issued 20 million HRCR (including to related parties) as part consideration for the Hog Ranch
acquisition in August 2019. The HRCR convert to Rex shares on the outcome of certain milestones. The following
milestone remains outstanding: 15 million HRCR on announcement by Rex to the ASX by no later than 31 October
2024 of the Board approving a decision to mine the Hog Ranch Property.
Other transactions with KMP
KMP hold positions in other companies that result in them having control or significant influence over those
companies. During the year, there were no transactions between KMP related companies and the Group.
Voting of shareholders at last year’s Annual General Meeting
Rex received more than 95% approval of its Remuneration Report for the 2023 financial year. Shareholders
attending the Annual General Meeting were given an opportunity to ask questions, and did not provide any specific
feedback on the Remuneration Report.
End of Remuneration Report – Audited
Rounding
The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191 dated 24 March 2016 and in accordance with that Financial Instrument, amounts in the consolidated
financial statements and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise
stated. All currencies are in Australian dollars unless stated otherwise.
Lead Auditor’s Independence Declaration
The lead auditor’s independence declaration is set out on page 54 and forms part of the Directors’ Report for the
year ended 30 June 2024.
Dated at Melbourne this 27th day of August 2024.
Signed in accordance with a resolution of the Directors:
Richard Laufmann
Managing Director
Rex Minerals Ltd
Consolidated statement of financial position
As at 30 June
2024 Annual Report : Rex Minerals Ltd
30
2024
2023
Note
$000
$000
Current assets
Cash and cash equivalents
7
21,314
6,568
Trade and other receivables
66
142
Rehabilitation bonds
9
5,960
2,488
Prepayments
853
830
Total current assets
28,193
10,028
Non-current assets
Exploration and evaluation expenditure
10
3,243
3,243
Property, plant and equipment
11
26,300
26,342
Rehabilitation bonds
9
188
-
Water infrastructure
12
-
4,076
Total non-current assets
29,731
33,661
Total assets
57,924
43,689
Current liabilities
Trade and other payables
13
1,310
1,519
Employee benefit provisions
14
1,241
1,169
Total current liabilities
2,551
2,688
Non-current liabilities
Employee benefit provisions
14
99
64
Total non-current liabilities
99
64
Total liabilities
2,650
2,752
Net assets
55,274
40,937
Equity
Issued capital
15(a)
293,417
264,855
Reserves
15(d)
2,860
1,775
Accumulated losses
(241,003)
(225,693)
Total equity
55,274
40,937
The notes on pages 34 to 51 are an integral part of these financial statements.
Rex Minerals Ltd
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
31
2024
2023
Note
$000
$000
Finance income
505
537
Corporate and compliance expense
(1,744)
(2,143)
Depreciation expense
11
(193)
(105)
Employee benefits expense
16
(7,309)
(5,661)
Marketing expense
(241)
(310)
Exploration and evaluation expense
(5,411)
(17,054)
Foreign currency (loss)/gain
(3)
(82)
Loss on disposal of fixed assets
(21)
-
Loss on settlement of prepayment
12
(1,076)
-
Loss before tax
(15,493)
(24,818)
Income tax benefit
17
-
-
Loss for the period after tax
(15,493)
(24,818)
Other comprehensive income
-
-
Total comprehensive loss attributable to members of
Rex Minerals Ltd
(15,493)
(24,818)
Loss per share attributable to members of Rex Minerals Ltd
Basic loss per share (cents)
18
(2.26)
(4.19)
Diluted loss per share (cents)
18
(2.26)
(4.19)
The notes on pages 34 to 51 are an integral part of these financial statements.
Rex Minerals Ltd
Consolidated statement of changes in equity
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
32
Note
Issued
capital
Share based
payments
reserve
Accumulated
losses
Total equity
$000
$000
$000
$000
Balance at 1 July 2023
264,855
1,775
(225,693)
40,937
Issue of ordinary shares
15(a)
31,187
-
-
31,187
Cost of issue of ordinary shares
(2,625)
-
-
(2,625)
Share based payments - options
15(d)
-
1,268
-
1,268
Transfer share based payments reserve
-
(183)
183
-
Total comprehensive loss for the period
-
-
(15,493)
(15,493)
Balance at 30 June 2024
293,417
2,860
(241,003)
55,274
Balance at 1 July 2022
264,846
1,140
(200,878)
65,108
Issue of ordinary shares
15(a)
9
-
-
9
Share based payments - options
15(d)
-
638
-
638
Transfer share based payments reserve
-
(3)
3
-
Total comprehensive loss for the period
-
-
(24,818)
(24,818)
Balance at 30 June 2023
264,855
1,775
(225,693)
40,937
The notes on pages 34 to 51 are an integral part of these financial statements.
Rex Minerals Ltd
Consolidated statement of cash flows
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
33
Note
2024
2023
$000
$000
Cash flows from operating activities
Cash paid to suppliers and employees
(8,307)
(7,211)
Exploration and evaluation payments
(5,994)
(18,185)
Interest received
505
554
Government Grants
-
51
Rehabilitation Bond
(3,660)
(2,300)
Receipts from ATO (GST)
658
1,652
Net cash from/(used in) operating activities
19(a)
(16,798)
(25,439)
Cash flows from investing activities
Acquisition of property, plant and equipment
11
(231)
(12,059)
Proceeds from settlement of prepayment
2,675
-
Proceeds from disposal of fixed assets
59
-
Net cash from/(used in) investing activities
2,503
(12,059)
Cash flows from financing activities
Proceeds from issue of ordinary shares
15
31,115
9
Payment of costs of share issue
15
(2,071)
-
Net cash from/(used in) financing activities
29,044
9
Net increase/(decrease) in cash and cash equivalents
14,749
(37,489)
Cash and cash equivalents at beginning of the period
6,568
44,139
Effect of change in exchange rates
(3)
(82)
Cash and cash equivalents at period end
7
21,314
6,568
The notes on pages 34 to 51 are an integral part of these financial statements.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
34
1
Reporting entity
Rex Minerals Ltd (Rex or the ‘Company’) is a company domiciled in Australia. The address of the Company’s
registered office is 68 St Vincent Highway, Pine Point South Australia 5571. These consolidated financial
statements comprise the Company and its subsidiaries (together referred to as the ‘Group’). The Group is a
for profit entity primarily involved in minerals exploration and evaluation in Australia and USA.
2
Basis of preparation
(a)
Statement of compliance
The consolidated financial statements are general purpose financial statements which have been
prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian
Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial
statements comply with International Financial Reporting Standards (IFRS) adopted by the
International Accounting Standards Board (IASB).
These consolidated financial statements were approved by the Board of Directors on
27 August 2024.
(b)
Basis of measurement
The Group financial statements have been prepared on the historical cost basis.
The Group financial statements have been prepared on a going concern basis which contemplates
the continuity of normal business activity and realisation of assets and the settlement of liabilities in
the normal course of business.
The Group has no borrowings. The Group recorded a loss of $15.493 million, and net cash outflows
from operating and investing activities of $14.295 million for the year ended 30 June 2024. The
Group’s financial position as at 30 June 2024 included available cash reserves of
$21.314 million; and current assets of $28.193 million which exceed current liabilities of $2.551
million by $25.642 million.
The Group entered into a binding Scheme Implementation Deed (SID) with MACH Metals Australia
Pty Ltd (MACH Metals) on 8 July 2024, to acquire all of the shares in Rex which it does not already
own by way of a scheme of arrangement for cash consideration. The SID is subject to several
conditions including FIRB approval, approval from Rex shareholders and the court which have not
been obtained at the date of this report.
The Directors have prepared a cash flow forecast for at least the twelve-month period from the date
of signing this financial report. The Directors anticipate the successful implementation of the scheme
of arrangement and therefore the Directors are of the opinion that the Group is able to meet its
obligations as they fall due for at least twelve months from the date of signing this financial report
and that the going concern basis of preparation is appropriate in the circumstances. In the event the
approvals described above are not obtained, the Group may need to source alternate financing
arrangements.
As the Group has not yet implemented the Scheme of Arrangement at the date of this report, there
is a material uncertainty as to the ability of the Group to continue as a going concern and to realise
its assets and extinguish its liabilities in the ordinary course of business and at the amounts stated
in the financial report.
(c)
Functional and presentation currency
These Group financial statements are presented in Australian dollars, which is the functional currency
of all entities domiciled in Australia, while the entity domiciled in the USA uses US dollars.
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191 and in accordance with that Rounding Instrument, all financial information is
presented in Australian dollars and has been rounded to the nearest thousand, unless otherwise
stated.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
35
(d)
Use of estimates and judgements
The preparation of financial statements requires Management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods
affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in
applying accounting policies that have the most significant effect on the amount recognised in the
financial statements are described in the following notes and their related accounting policies:
note 3(e) and 11
Recoverable value of non-current assets – assessment of impairment
indicators, and
note 3(f), 4 and 20
Share based payments – key assumptions used in the valuation model.
3
Material accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these Group
financial statements, and have been applied consistently by Group entities. The Group has adopted all of
the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board
that are relevant to the Group and effective for the current annual reporting period.
(a)
Basis of consolidation
(i)
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it 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 over the entity. In assessing control, potential
voting rights that currently are exercisable are taken into account. The financial statements of
subsidiaries are included in the Group financial statements from the date that control
commences until the date that control ceases.
(ii)
Transactions eliminated on consolidation
Intra-group balances, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the Group financial statements.
(b)
Financial instruments
All financial assets and liabilities are initially recognised at the fair value of consideration paid or
received, net of transaction costs as appropriate, and subsequently carried at fair value or amortised
cost.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes
its business model for managing financial assets, in which case all affected financial assets are
reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions:
it is held within a business model whose objective is to hold assets to collect contractual cash
flows, and
its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
(i)
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity
of three months or less.
(ii)
Trade and other payables
Liabilities are recognised for amounts to be paid in the future for goods and services provided
to the Group prior to the end of the reporting period and are stated at amortised cost. The
amounts are unsecured and are usually paid within 30 days of recognition.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
36
(iii)
Borrowings
Borrowings are recognised for amounts to be paid in the future for funds advanced to the
Group. Interest expense is recognised as it accrues in profit or loss, using the effective interest
method.
(c)
Property, plant and equipment
(i)
Recognition and measurement
Items of property, plant and equipment (PP&E) are measured at cost less accumulated
depreciation and impairment losses. Cost includes expenditure that is directly attributable to
the acquisition of the asset.
(ii)
Subsequent costs
The cost of replacing part of an item of PP&E is recognised in the carrying amount of the item
if it is probable that the future economic benefits embodied within the part will flow to the
Group and its cost can be measured reliably. The carrying amount of the replaced part is
derecognised. The costs of the day-to-day servicing of PP&E are recognised in profit or loss
as incurred.
(iii)
Depreciation
Depreciation is recognised in the profit or loss for items of PP&E on a straight-line basis over
the estimated useful lives of each part of an item of PP&E.
The estimated useful lives for the current and comparative periods are as follows:
plant and equipment 3 - 15 years
buildings
10 - 20 years
Land is not depreciated.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and
adjusted if appropriate.
(d)
Exploration and evaluation expenditure
Exploration and evaluation expenditure, excluding the costs of acquisition, is expensed within the
profit and loss as incurred.
Costs incurred in acquiring rights, the entry premiums paid to gain access to areas of interest and
amounts payable to third parties to acquire interests in existing projects are capitalised as incurred
and assessed for impairment triggers annually.
The ultimate recoupment of costs capitalised for exploration and evaluation is dependent on
successful development and commercial exploitation or sale of the respective area of interest.
(e)
Impairment
(i)
Financial assets
The Group recognises loss allowances for expected credit loss (ECLs) on financial assets
measured at amortised cost. Loss allowances for other receivables are always measured at
an amount equal to lifetime ECLs.
(ii)
Non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, then
the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use
and its fair value less costs to sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For the purpose
of impairment testing, assets are grouped together into the smallest group of assets that
generate cash inflows from continuing use that are largely independent of the cash inflows of
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
37
other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a
business combination, for the purpose of impairment testing, is allocated to cash-generating
units that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating
unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce
the carrying amount of any goodwill allocated to the units and then to reduce the carrying
amount of the other assets in the unit (group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets,
impairment losses recognised in prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
(f)
Employee benefits
(i)
Wages, salaries and annual leave
Liabilities for employee benefits for wages, salaries and annual leave that are expected to be
settled within 12 months of the reporting date represent obligations resulting from employee
services provided to the reporting date, and are calculated at undiscounted amounts based
on remuneration, wage and salary rates that the Company expects to pay as at the reporting
date including related on-costs such as workers compensation insurance and payroll tax.
(ii)
Long-term benefits
The Group’s obligation in respect of long service leave is measured as the present value of
the future benefit expected to be paid to employees that has been earned in return for their
service in the current and prior periods. Consideration is given to the expected future wage
and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using Australian corporate bond rates.
(iii)
Share based payments
Equity-based compensation is recognised as an expense in respect of the services received.
The fair value of options granted is recognised as an expense with a corresponding increase
in equity. The fair value is measured at grant date and recognised over the period during
which the participants become unconditionally entitled to the options.
The fair value at grant date is independently determined using a Black-Scholes option pricing
model that takes into account the exercise price, the term of the options, the vesting and
performance criteria, the impact of dilution, the non-tradeable nature of the option, the share
price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option.
(g)
Tax
(i)
Income taxes
Income tax expense comprises current and deferred tax. Income tax expense is recognised
in profit or loss except to the extent that it relates to items recognised directly in equity, in
which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in
respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary
differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
38
following temporary differences: the initial recognition of assets or liabilities in a transaction
that is not a business combination and that affects neither accounting nor taxable profit, and
differences relating to investments in subsidiaries to the extent that it is probable that they will
not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable
temporary differences arising on the initial recognition of goodwill. Deferred tax is measured
at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting
date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to income taxes levied by the same tax
authority on the same taxable entity, or on different tax entities, but they intend to settle current
tax liabilities and assets on a net basis or their tax assets and liabilities, will be realised
simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits
will be available against which the temporary difference can be utilised. Deferred tax assets
are reviewed at each reporting date and are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
Research and development benefits are recognised in the year the benefit is received.
(ii)
Tax consolidation
The Company and its wholly-owned Australian resident entities are part of a tax-consolidated
group. As a consequence, all members of the tax consolidated group are taxed as a single
entity. The head entity within the tax-consolidated group is Rex Minerals Ltd. The tax-
consolidated group has entered into tax funding and tax sharing agreements.
(iii)
Goods and services tax
Revenue, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the taxation authority. In these
circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part
of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of
GST recoverable from, or payable to, the Australian Taxation Office (ATO) is included as a
current asset or liability in the balance sheet.
Cash flows are included in the statement of cash flows on a gross basis. The GST
components of cash flows arising from investing and financing activities which are recoverable
from, or payable to, the ATO are classified as operating cash flows.
(h)
Finance income
Finance income comprises interest income on funds invested. Interest income is recognised as it
accrues in profit or loss, using the effective interest method.
(i)
Earnings/loss per share
The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings
per share is calculated by dividing the profit or loss attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares outstanding during the period. Diluted
earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders
and the weighted average number of ordinary shares outstanding for the effects of all dilutive
potential ordinary shares.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
39
(j)
Segment reporting
The Group determines and presents operating segments based on the information that internally is
provided to the CEO, who is the consolidated entity’s chief operating decision-maker.
An operating segment is a component of the Group that engages in exploration activities which incurs
expenses. An operating segment’s expenditures are reviewed regularly by the CEO to make
decisions about resources to be allocated to the segment and to assess its performance.
Segment expenditure that is reported to the CEO includes items directly attributable to a segment as
well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly
corporate and compliance expenditure.
Segment capital expenditure is the total cost incurred during the period to acquire PP&E.
(k)
Restoration and rehabilitation provision
Future obligations to restore and rehabilitate certain areas of property may arise from time to time as
a result of the Group’s activities. A provision for rehabilitation and restoration is recognised in respect
of the estimated cost of rehabilitation, decommissioning and restoration of areas of disturbance
existing at reporting date, but not yet rehabilitated. Rehabilitation activities include dismantling
infrastructure, removal and treatment of waste material, and land rehabilitation, including
recontouring, top-soiling and revegetation of the disturbed area. Provisions for the cost of the
rehabilitation program are recognised at the time that environmental disturbance occurs.
A corresponding asset is recognised in PP&E or exploration and evaluation assets only to the extent
that it is probable that future economic benefits associated with the rehabilitation, will flow to the
entity. Determining the cost of rehabilitation and restoration of the area of disturbance requires the
use of significant estimates and assumptions, including: the timing of the cash flows and expected
life of the relevant area of interest, the application of relevant environmental legislation, and the future
expected costs of rehabilitation, decommissioning and restoration. Changes in the estimates and
assumptions used to determine the cost of rehabilitation, decommissioning and restoration could
have a material impact on the carrying value of the site restoration provision and related asset. The
provision is updated based on the facts and circumstances at the reporting date.
(l)
Government grants
The Company recognises unconditional government grants in profit or loss when the grants become
receivable.
Grants that compensate the Company for expenses incurred are recognised in the profit or loss in
the periods in which the expenses are recognised.
(m)
Prepayments
The Company may make payments in advance to secure goods and/or services. These are recorded
as prepayments in the balance sheet.
Water Infrastructure represented a prepayment to SA Water for infrastructure upgrades which was
to be amortised to the profit and loss over the life of future water contracts and recognised as water
expense.
(n)
New standards and interpretations not yet adopted
A number of new standards are effective for annual periods beginning after 1 July 2024 and earlier
application is permitted; however, the Group has not early adopted the new or amended standards
in preparing these consolidated financial statements and they are not expected to have a material
effect on the Group’s financial statements.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
40
4
Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair values for
financial assets and liabilities. Fair values have been determined for measurement and/or disclosure
purposes based on the following methods. Where applicable, further information about the assumptions
made in determining fair values is disclosed in the notes specific to that asset or liability.
(a)
Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows,
discounted at the market rate of interest at the reporting date.
(b)
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of
future principal and interest cash flows, discounted at the market rate of interest at the reporting date.
(c)
Share based payments
The fair value of options granted to participants as compensation is independently measured using
a Black-Scholes option pricing model. Measurement inputs include the exercise price of the options,
the term of the options, the vesting and performance criteria, the non-tradeable nature of the option,
the share price at grant date and expected price volatility of the underlying share (based on an
evaluation of the Company’s historical volatility), expected term of the instruments (based on
historical experience and general option holder behaviour), the expected dividend yield and the risk-
free interest rate (based on government bonds) for the term of the option.
5
Financial risk management
(a)
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern, so as to maintain an adequate capital base sufficient to maintain future exploration
and progress of its projects. In order to maintain or adjust the capital structure, the Group may return
capital to shareholders or issue new shares. The Group’s focus has been to raise sufficient funds
through equity to fund exploration and evaluation activities and repayment of borrowings when they
fall due.
The Group encourages employees and contractors to be shareholders through the Option Incentive
Plan.
There were no changes in the Group’s approach to capital management during the year. Risk
management policies and procedures are established with regular monitoring and reporting.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital
requirements.
(b)
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counter-party to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables
and cash balances.
(c)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation. To this end, actual
cash flows and forecast future cash flows are reported to and monitored by the Board on a periodic
basis.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
41
(d)
Market risk
Market risk is the risk that changes in market prices (such as foreign exchange rates), interest rates
and equity prices that will affect the Group’s income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return.
6
Segment reporting
The Group currently has two reportable segments, which are the Group’s areas of focus. The areas offer
different exploration potential and are managed separately due to their physical locations. In South Australia,
the Group has the Hillside Project and also its highly prospective exploration portfolio; whilst in Nevada,
USA the Group has the Hog Ranch Gold Property, where the focus is on gold exploration in key project
areas. For each reportable segment, the CEO reviews internal management reports on at least a quarterly
basis, segment assets and liabilities are not reported to the CEO. Unallocated costs are those that are not
directly attributable to either the Hillside Project or the Hog Ranch Gold Property.
South
Australia
Nevada,
USA
Unallocated
Total
2024
$000
$000
$000
$000
Finance income
-
-
505
505
Losses before tax (including
depreciation and interest expense)
8,514
1,409
5,570
15,493
Depreciation
171
-
22
193
South
Australia
Nevada,
USA
Unallocated
Total
2023
$000
$000
$000
$000
Finance income
-
-
537
537
Government grants
-
-
-
-
Losses before tax (including
depreciation and interest expense)
16,646
2,829
5,343
24,818
Depreciation
91
-
14
105
7
Cash and cash equivalents
2024
2023
$000
$000
Bank balances and short-term deposits
21,314
6,568
Cash and cash equivalents
21,314
6,568
The Group’s total cash and funds on deposit of $21.314 million (2023: $6.568 million) is exposed to interest
rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in Note 21.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
42
8
Deferred tax assets (DTA) and deferred tax liabilities (DTL)
2024
2023
$000
$000
Exploration and evaluation assets
(494)
(494)
Other fixed assets
1,499
1,311
Property, plant and equipment
(5)
(30)
Provisions
350
402
Equity costs
919
668
Net DTA/(DTL)
2,269
1,857
Tax losses recognised to the extent of the DTL
-
-
Derecognition of DTA as not sufficiently certain
(2,269)
(1,857)
Total DTA/(DTL) recognised
-
-
Tax losses do not expire under current tax legislation. A DTA has not been recognised in respect of these
items because it is not probable within the immediate future, that taxable profits will be available, against
which the Company can utilise the benefits. The DTA not recognised is $69.435 million (2023: $65.638
million).
9
Rehabilitation bonds
2024
2023
$000
$000
Current
Rehabilitation bonds1
5,960
2,488
Total current rehabilitation bonds
5,960
-
Non-current
Rehabilitation bonds
188
-
Total non-current rehabilitation bonds
188
-
Total rehabilitation bonds
6,148
-
1 These amounts have been re-presented from trade and other receivables in the comparatives.
Rehabilitation bonds relate to obligations to certain government bodies to rehabilitate certain tenements,
refer Note 23.
10
Exploration and evaluation expenditure
2024
2023
$000
$000
Balance at 1 July
3,243
3,243
Balance at 30 June
3,243
3,243
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
43
11
Property, plant and equipment
Land and
buildings
Plant and
equipment
Total
2024
$000
$000
$000
Cost
Balance at 1 July 2023
25,636
2,704
28,340
Additions
52
179
231
Disposals
-
(114)
(114)
Balance at 30 June 2024
25,688
2,769
28,457
Depreciation
Balance at 1 July 2023
110
1,888
1,998
Depreciation
10
183
193
Disposals
-
(34)
(34)
Balance at 30 June 2024
120
2,037
2,157
Carrying amounts
At 1 July 2023
25,526
816
26,342
At 30 June 2024
25,568
732
26,300
Prepayments at 30 June 2024 includes $0.566 million which represents payments made to secure fixed
assets which are expected to be completed before 30 June 2025 (2023: $0.566 million). As at 30 June 2024,
land and buildings are held as security for a rehabilitation bond (2023: nil). Refer to Note 23.
Land and
buildings
Plant and
equipment
Total
2023
$000
$000
$000
Cost
Balance at 1 July 2022
14,309
1,894
16,203
Additions
11,327
857
12,184
Disposals
-
(47)
(47)
Balance at 30 June 2023
25,636
2,704
28,340
Depreciation
Balance at 1 July 2022
100
1,840
1,940
Depreciation
10
95
105
Disposals
-
(47)
(47)
Balance at 30 June 2023
110
1,888
1,998
Carrying amounts
At 1 July 2022
14,209
54
14,263
At 30 June 2023
25,526
816
26,342
12
Water infrastructure
2024
2023
$000
$000
Balance at 1 July
4,076
4,076
Settlement of prepayment
(3,000)
-
Loss on settlement of prepayment
(1,076)
-
Balance at 30 June
-
4,076
This asset represented a prepayment for previous arrangements made for proposed water infrastructure
upgrades. During the year, alternate arrangements were made and a settlement with the previous contracted
party was made, resulting in a loss.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
44
13
Trade and other payables
2024
2023
$000
$000
Current
Trade payables
105
94
Accrued expenses
1,205
1,425
Total current trade and other payables
1,310
1,519
Total trade and other payables
1,310
1,519
14
Employee benefits provisions
2024
2023
$000
$000
Current
Annual leave
808
752
Long service leave
433
417
Total current employee benefits provisions
1,241
1,169
Non-current
Long service leave
99
64
Total non-current employee benefits provisions
99
64
Total employee benefits provisions
1,340
1,233
15
Equity
(a)
Movements in shares on issue:
Date of issue
Number of
shares
Issue
price $
$000
Opening balance at 1 July 2023
592,787,587
264,855
Issue of Shares
10/08/2023
40,000,000
0.200
8,000
Cost of issue
10/08/2023
(1,115)
Exercise of Options
1/09/2023
3,866,666
0.070
271
Exercise of Options
5/10/2023
333,334
0.070
23
Issue of Shares
25/01/2024
63,698,759
0.185
11,784
Issue of Shares
25/01/2024
21,748,628
0.170
3,697
Cost of issue
25/01/2024
(942)
Issue of Shares
14/02/2024
41,862,445
0.170
7,117
Cost of issue
14/02/2024
(568)
Exercise of Options
29/02/2024
3,183,334
0.070
223
Issue of Shares
20/03/2024
420,917
0.170
72
Closing balance at 30 June 2024
767,901,670
293,417
Date of issue
Number of
shares
Issue
price $
$000
Opening balance at 1 July 2022
592,654,254
264,846
Exercise of options
09/11/2022
133,333
0.070
9
Closing balance at 30 June 2023
592,787,587
264,855
(b)
Movements in HRCR:
The Company has on issue 15 million Hog Ranch Consideration Rights (HRCR) which convert to Rex shares
on the outcome of the following remaining milestone: 15 million HRCR on announcement by Rex to the ASX
by no later than 31 October 2024 of the Board approving a decision to mine the Hog Ranch Property. During
the year ended 30 June 2024, no HRCR were converted or cancelled (2023: nil).
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
45
(c)
Movements in options on issue:
Grant date
Number of
options
Exercise
price $
Expiry
date
Opening balance as at 1 July 2023
21,113,334
0.1741
Issue of options
10/08/2023
20,000,006
0.300
09/08/2024
Issue of options
1/09/2023
3,750,000
0.220
02/08/2027
Exercise of options
6/03/2020
(3,866,666)
0.070
29/02/2024
Exercise of options
6/03/2020
(333,334)
0.070
29/02/2024
Issue of options
15/12/2023
15,000,000
0.400
30/11/2027
Exercise of options
6/03/2020
(3,183,334)
0.070
29/02/2024
Lapse of options
6/03/2020
(250,000)
0.070
29/02/2024
Issue of options
29/05/2024
1,500,000
0.300
19/05/2028
Closing balance as at 30 June 2024
53,730,006
0.3051
Grant date
Number of
options
Exercise
price $
Expiry
date
Opening balance as at 1 July 2022
21,246,667
0.1731
Exercise of options
06/03/2020
(133,333)
0.070
29/02/2024
Closing balance as at 30 June 2023
21,113,334
0.1741
1.
Weighted average exercise price of options on issue.
(d)
Movements in share based payment reserve:
$000
Opening balance at 1 July 2023
1,775
Share based payments - options
1,268
Transfer from share based payments
(183)
Closing balance at 30 June 2024
2,860
Opening balance at 1 July 2022
1,140
Share based payments - options
638
Transfer from share based payments
(3)
Closing balance at 30 June 2023
1,775
This share based payment reserve is used to recognise both the fair value of options issued to participants
for options granted which have not been exercised and the fair value of the HRCR at the time of acquisition.
16
Employee benefits expense
2024
2023
$000
$000
Wages and salaries
6,058
4,350
Superannuation
428
349
Share based payments – option expense
714
628
Increase/(decrease) in liability for annual leave
56
199
Increase/(decrease) in liability for long service leave
51
135
Total employee benefits expense
7,309
5,661
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
46
17
Income tax benefit
Numerical reconciliation between tax benefit and pre-tax accounting loss
2024
2023
$000
$000
Loss before tax for the period
(15,493)
(24,818)
Income tax benefit using the corporation tax rate of 30%
(2023: 30%)
(4,648)
(7,445)
Non-deductible expenses
221
192
Effect of jurisdictional tax variances
127
255
DTA not recognised – other jurisdiction
423
595
Net effect of tax losses not recognised
3,877
6,403
Total income tax expense/(benefit) on pre-tax net
loss
-
-
18
Loss per share
2024
2023
cents
cents
Loss per share
Basic loss per share
(2.26)
(4.19)
Diluted loss per share
(2.26)
(4.19)
(a)
Basic loss per share
The calculation of basic loss per share at 30 June 2024 was based on the loss attributable to ordinary
equity holders of $15.493 million (2023: $24.818 million) and a weighted average number of ordinary
shares outstanding during the financial year ended 30 June 2024 of 685,508,030
(2023: 592,739,968).
(b)
Diluted loss per share
The calculation of diluted loss per share at 30 June 2024 is the same as basic loss per share. In
accordance with AASB 133 Earnings per share, as potential ordinary shares may result in a situation
where their conversion results in a decrease in the loss per share, no dilutive effect has been taken
into account. Potential ordinary shares relating to the options on issue and HRCR totalled 68,730,006
at 30 June 2024.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
47
19
Reconciliation of cash flows
(a) Reconciliation of net loss to cash used in operating activities
2024
2023
Note
$000
$000
Loss before tax for the period
(15,493)
(24,818)
Adjustments for non-cash items:
Depreciation
11
193
105
Share based payments – option expense
20(c)
714
638
Share based payments – wages and salaries
expense
72
-
Other non-cash items
324
-
Adjustments for other items:
Loss on disposal of fixed assets
21
82
Loss on settlement of prepayment
1,076
-
Foreign currency revaluation
3
82
Operating loss before changes in working
capital and provisions
(13,090)
(23,993)
(Increase)/decrease in receivables and
prepayments
(3,608)
(2,155)
(Decrease)/increase in trade and other payables
(209)
375
(Decrease)/increase in employee benefits
109
334
Net cash used in operating activities
(16,798)
(25,439)
20
Share based payments
(a) Description of share based payment arrangements
During the financial year ending 30 June 2024, options were issued as part of the August 2023 capital
raising:
20 million were granted on 10 August 2023, expiring 9 August 2024. Participants in the placement
were granted one unlisted option for every two placement shares, at an exercise price of 30.0 cents
each, options vested immediately.
Shareholders approved the issue of these options and their terms and conditions at the 2023 Annual
General Meeting.
During the financial year ending 30 June 2024, the following options were issued as part of the Option
Incentive Plan:
3.75 million were granted on 1 September 2023, expiring 2 August 2027. Options are exercisable
at a price of 22.0 cents each and options will vest in three equal tranches as follows: one third on
1 September 2024; one third on 1 September 2025 and one third on 1 September 2026
15 million were granted on 15 December 2023, expiring 30 November 2027. The options have non-
market performance conditions and service conditions and are exercisable at a price of 40.0 cents
each. 6 million vest following the Hillside final investment decision (FID) and financial close; and
the balance (9 million) vest on successful commissioning of the Hillside processing plant.
1.5 million were granted on 29 May 2024, expiring 19 May 2028. Options are exercisable at a price
of 30.0 cents each and options will vest in three equal tranches as follows: one third on
29 May 2025; one third on 29 May 2026 and one third on 29 May 2027.
All options refer to unquoted options over ordinary shares of Rex Minerals Ltd, which are exercisable
on a one-for-one basis under the terms and conditions of the Option Incentive Plan. The options do not
entitle the holder to participate in any share issue of the Company. All options expire on the earlier of
their expiry date or in the case of termination, as defined in the Option Incentive Plan.
No options were issued during the financial year ending 30 June 2023.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
48
(b) Measurement of fair values
There fair value of the unlisted options granted in 2024 were measured independently at the date of
grant based upon the Black-Scholes options pricing model. The inputs used in the measurement of the
fair values at grant date are as follows:
Grant date
10 August
2023
1 September
2023
15 December
2023
29 May
2024
Fair value at grant date (cents)
2.77
8.81
3.83
11.01
Exercise price (cents)
30.00
22.00
40.00
30.00
Share price on issue date (cents)
19.5
18.5
16.9
26.0
Expected volatility (percentage)
70
70
60
60
Option life (years)
0.96
3.50
3.50
3.50
Risk free interest rate (percentage)
3.79
3.72
3.22
3.99
Volatility is calculated using historical trading volatilities of Rex shares, on a daily basis to determine a
suitable proxy for the future volatility of the shares over the expected options lives. No dividend
payments are anticipated.
(c) Option expense
2024
2023
$000
$000
Option expense – capital raising
554
-
Option expense – employee options
714
638
Total recognised as share based payments
1,268
638
(d) Outstanding options at 30 June 2024
Date options granted
Expiry date
Exercise price (cents)
Number of options
1 December 2020
30 November 2024
17.5
5,000,000
28 May 2021
28 May 2025
47.0
200,000
26 November 2021
24 November 2025
33.0
280,000
10 March 2022
2 March 2026
25.3
7,000,000
26 April 2022
17 April 2026
30.0
1,000,000
10 August 2023
9 August 2024
30.0
20,000,006
1 September 2023
2 August 2027
22.0
3,750,000
15 December 2023
30 November 2027
40.0
15,000,000
29 May 2024
19 May 2028
30.0
1,500,000
53,730,006
Since 30 June 2024, 15,364,152 options have been exercised at an issue price of 30 cents and expiry
date of 9 August 2024 and 4,635,854 with an issue price of 30 cents and expiry date of 9 August 2024
have lapsed. The total amount of options on issue at the date of this report are 33,730,000.
All options (other than those granted on 15 December 2023) vest over three years in three equal
tranches from the date of grant.
21
Financial instruments
Exposure to credit risk and interest rate risks arise in the normal course of the Group’s business.
(a) Credit risk
Management monitors the exposure to credit risk on an ongoing basis through monitoring the Group’s
counterparties. The Group does not require collateral in respect of financial assets.
At reporting date, cash is held with a number of reputable financial institutions. The maximum exposure
to credit risk is represented by the carrying amount of each financial asset in the balance sheet.
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
49
(b) Fair value
The financial assets and financial liabilities included in assets and liabilities approximate their net fair
values.
(c) Liquidity risk
The following are the contractual maturities of financial liabilities.
Financial liabilities
Group
Carrying
amount
$000
Contractual
cash flows
$000
1 year or
less
$000
1-2
years
$000
2024
Trade and other payables
1,310
(1,310)
(1,310)
-
1,310
(1,310)
(1,310)
-
2023
Trade and other payables
1,519
(1,519)
(1,519)
-
1,519
(1,519)
(1,519)
-
(d) Interest rate risk
The Group’s exposure to market interest rates relates primarily to the Group’s short-term deposits. At
balance date, the Group had the following financial assets exposed to interest rate risk:
2024
2023
$000
$000
Cash and cash equivalents
21,314
6,568
Total cash and cash equivalents
21,314
6,568
At balance date, the Group has no financial liabilities exposed to variable interest rate risks. The
following sensitivity analysis is based on the interest rate risk exposure in existence at the balance sheet
date. At 30 June 2024, if interest rates had moved, as illustrated in the table below, with all other
variables constant, profit or loss and equity would have been affected as follows:
Profit or loss higher/(lower)
Equity higher/(lower)
2024
2023
2024
2023
$000
$000
$000
$000
Group
+1% (100 basis points)
213
66
-
-
-1% (100 basis points)
(213)
(66)
-
-
The movements in profit or loss are due to higher/lower interest earnings on cash balances. The
movements in equity are directly linked to movements in the Consolidated statement of profit or loss
and other comprehensive income.
(e) Impairment losses
None of the Group’s receivables are past due (2023: nil).
22
Commitments
(a) Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform
minimum exploration work to meet the minimum expenditure requirements under the various
exploration licences which are held. These obligations are expected to be fulfilled in the normal course
of operations. Mining interests may be relinquished or joint ventured to reduce this amount. The South
Australian Government has the authority to defer, waive or amend its minimum expenditure
requirements.
South Australia
2024
2023
$000
$000
Not later than one year
683
662
Later than one year but not later than five years
-
662
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
50
Nevada, USA
2024
2023
$000
$000
Not later than one year
75
73
Later than one year but not later than five years
75
73
Later than five years
4,682
5,231
23
Contingencies
The Directors are of the opinion that there are no matters for which provision is required in relation to any
contingencies, as it is not probable that a future sacrifice of economic benefit will be required, or the amount
is not capable of reliable measurement.
The Group’s bankers have provided guarantees amounting to $0.020 million to certain government bodies
as security over the Group’s performance of rehabilitation obligations on certain tenements. Under the
agreement, the Group has indemnified the bank in relation to these guarantees. The guarantees are backed
by deposits amounting to $0.020 million as at 30 June 2024 (2023: $0.020 million).
Following development of Hillside, the Group will have future obligations to restore land disturbed under the
Hillside Mineral Lease. The maximum security for this obligation to the South Australian Government in
respect of the Hillside Project has been assessed at a value of $34.200 million. This has been secured by a
$5.960 million (2023: $2.300 million) cash deposit and a first ranking charge over the Group’s freehold land
holdings.
24
Related Parties
(a) Parent and ultimate controlling party
(b) Transactions with Key Management Personnel (KMP)
(i)
Loans to Directors
There were no loans advanced to Directors for the year ending 30 June 2024 (2023: nil).
(ii)
Loans from Directors
There were no loans from Directors for the year ending 30 June 2024 (2023: nil).
(iii)
KMP compensation
KMP compensation comprised the following:
2024
2023
$
$
Short-term benefits
2,808,489
2,382,855
Post-employment benefits
154,825
141,495
Share based payments
462,618
547,944
Other long-term benefits
56,092
106,250
3,482,024
3,178,574
Information regarding individual Directors’ and Executive Officers’ compensation and some equity
instrument disclosures as permitted by Corporations Regulations 2M.3.03 are provided in the
Remuneration Report section of the Directors’ Report on pages 21 to 29.
Country of
Ownership Interest
Incorporation
2024
2023
Parent entity
Rex Minerals Ltd
Australia
Subsidiaries
Rex Minerals (SA) Pty Ltd
Australia
100%
100%
Rex Minerals (Iron Ore) Pty Ltd
Australia
100%
100%
Rex Hillside (Property) Pty Ltd
Australia
100%
100%
Hog Ranch Group Pty Ltd
Australia
100%
100%
Hog Ranch USA Pty Ltd
Australia
100%
100%
Hog Ranch Minerals Incorporated
USA
100%
100%
Rex Minerals Ltd
Notes to the financial statements
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
51
There have been no changes to KMP between 1 July 2024 and the date of this report.
(iv)
Other KMP transactions
A number of KMP hold positions in other companies that result in them having control or significant
influence over those companies.
During the year, no KMP related companies transacted with the Group (2023: nil).
Information regarding individual Directors’ and Executive Officers’ compensation are provided in the
Remuneration Report section of the Directors’ Report on pages 21 to 29.
During the year ended 30 June 2024, there were no transactions or outstanding balances related to
KMP companies (2023: nil).
25
Parent entity disclosures
As at, and throughout, the periods ending 30 June, the parent company of the Group was Rex Minerals Ltd.
2024
2023
$000
$000
Result of the parent entity
Loss for the period
(14,071)
(24,480)
Other comprehensive income
-
-
Total comprehensive loss for the period
(14,071)
(24,480)
Financial position of the parent entity at year end
Current assets
21,463
6,828
Total assets
61,783
45,728
Current liabilities
2,019
1,758
Total liabilities
2,118
1,822
Total equity of the parent entity comprising of
Share capital
293,417
264,855
Share based payments reserve
2,860
1,775
Accumulated losses
(236,612)
(222,724)
Total equity
59,665
43,906
Parent entity contingencies
The Parent entity’s contingencies are the same as the Group’s contingencies as detailed in Note 23.
26
Subsequent events
On 8 July 2024, Rex announced that it had entered into a Scheme Implementation Deed as outlined in the
review of operations. Since the end of the financial year 15,364,152 options have been exercised at an
exercise price of 30 cents and expiry date of 9 August 2024, and 4,635,854 options with an exercise price
of 30 cents and expiry date of 9 August 2024 have lapsed. In addition, the Group has entered into a contract
totalling $14.6 million, with McMahon Services Australia Pty Ltd (MSA) in relation to the construct-only works
for the road package forming part of the Hillside Project.
Other than mentioned above, no item, transaction or event of a material nature or circumstances has arisen
in the interval between the end of the financial year and the date of this report, in the opinion of the Directors
of the Company, to affect significantly the operations of the Group, the results of those operations, or the
state of affairs of the Group in future financial years.
27
Auditor’s remuneration
KPMG Australia
2024
2023
$
$
Audit services
62,000
58,600
No non-audit services were provided in the current year (2023: nil).
Rex Minerals Ltd
Consolidated entity disclosure statement
For the year ended 30 June
2024 Annual Report : Rex Minerals Ltd
52
Basis of preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations
Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the
financial year in accordance with AASB 10 Consolidated Financial Statements.
Determination of Tax Residency Section
Section 295 (3A) of the Corporations Act 2001 requires that the tax residency of each entity which is included in
the CEDS be disclosed. In the context of an entity which was an Australian resident, “Australian resident” has the
meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment
as the determination of tax residency is highly fact dependent and there are currently several different
interpretations that could be adopted, and which could give rise to a different conclusion on residency.
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
Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
The consolidated entity has applied current legislation and where available judicial precedent in the
determination of foreign tax residency. Where necessary, the consolidated entity has used independent tax
advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax
legislation has been complied with.
Entity name
Body
corporate,
partnership or
trust
Place of
Incorp-
oration
% of
share
capital
held
Australian
or Foreign
Resident
Jurisdiction
for Foreign
tax resident
Rex Minerals Ltd
Body Corporate
Australia
Australian
N/A
Rex Minerals (SA) Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Rex Minerals (Iron Ore) Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Rex Hillside (Property) Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Hog Ranch Group Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Hog Ranch USA Pty Ltd
Body Corporate
Australia
100%
Australian
N/A
Hog Ranch Minerals Incorporated
Body Corporate
USA
100%
Foreign
US
Rex Minerals Ltd
Directors’ declaration
2024 Annual Report : Rex Minerals Ltd
53
1
In the opinion of the Directors of Rex Minerals Ltd (the Company):
(a)
the consolidated financial statements and notes and the Remuneration Report in the Directors’
Report, set out on pages 21 to 29, are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
performance for the financial year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001
(b) the Consolidated entity disclosure statement as at 30 June 2024, set out on page 52 is true and correct;
and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2
The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from
the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2024.
3
The Directors draw attention to Note 2 to the consolidated financial statements, which includes a statement
of compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the Directors:
Richard Laufmann
Managing Director
Dated this 27th day of August 2024
54
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used
under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under
Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Rex Minerals Ltd
I declare that, to the best of my knowledge and belief, in relation to the audit of Rex Minerals Limited
for the financial year ended 30 June 2024 there have been:
i.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPM_INI_01
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
KPMG
Adrian Nathanielsz
Partner
Melbourne
27 August 2024
55
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Independent Auditor’s Report
To the shareholders of Rex Minerals Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Rex Minerals Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and
fair view, including of the Group’s
financial position as at 30 June 2024 and
of its financial performance for the year
then ended, in accordance with the
Corporations Act 2001, in compliance with
Australian Accounting Standards and the
Corporations Regulations 2001.
The Financial Report comprises:
Consolidated statement of financial position as at
30 June 2024
Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of
cash flows for the year then ended
Consolidated entity disclosure statement and
accompanying basis of preparation as at
30 June 2024
Notes, including material accounting policies,
Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 fulfilled our other ethical responsibilities in
accordance with these requirements.
56
We draw attention to Note 2 (b) “Basis of measurement” in the financial report. The conditions
disclosed in Note 2 (b) indicate a material uncertainty exists that may cast significant doubt on the
Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and
discharge its liabilities in the normal course of business, and at the amounts stated in the financial
report. Our opinion is not modified in respect of this matter.
In concluding there is a material uncertainty related to going concern we evaluated the extent of
uncertainty regarding events or conditions casting significant doubt in the Group’s assessment of
going concern. This included:
Analysing the cash flow projections by:
•
Evaluating the underlying data used to generate the projections for consistency with
other information tested by us, our understanding of the Group’s intentions, and past
results and practices;
•
Assessing the planned levels of operating cash inflows and outflows, including
capital expenditures, for feasibility, timing, consistency of relationships and trends to
the Group’s historical results, results since year end, and our understanding of the
business, industry and economic conditions of the Group;
Assessing significant non-routine forecast cash inflows and outflows for feasibility, quantum
and timing. We used our knowledge of the client, its industry and current status of those
initiatives to assess the level of associated uncertainty.
Reading the Scheme Implementation Deed with MACH Metals Australia Pty Ltd to
understand the conditions precedent and evaluate the uncertainty of their occurrence.
Evaluating the Group’s going concern disclosures in the financial report by comparing them
to our understanding of the matter, the events or conditions incorporated into the cash flow
projection assessment, the Group’s plans to address those events or conditions, and
accounting standard requirements. We specifically focused on the principal matters giving
rise to the material uncertainty.
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 matter described below to be the Key Audit Matter.
Material uncertainty related to going concern
57
Share-based payment expense ($1.268M)
Refer to Note 20 to the Financial Report
The key audit matter
How the matter was addressed in our audit
A key audit matter for us was the Group’s
valuation of options issued to directors and
employees during the period, given the
complexity involved in evaluating significant
assumptions used. The Group engaged an
external expert to assist with the valuation. We
focussed on the significant assumptions the
Group applied in their Black-Scholes model,
including:
Expected volatility of returns of underlying
shares – the calculation of volatility can
differ depending on the period over which
historical observations of share prices are
made, the regularity of the observations
over that period and how relevant they are
to the option being valued.
Option life – the determination of the
expected option lifetime requires
judgement as to the option holder’s
behaviour.
We involved valuation specialists to supplement
our senior audit team members in assessing
this key audit matter.
Working with our valuation specialists, our
procedures included:
We considered the appropriateness of the
Black-Scholes model applied by the Group
for the valuation of options against
industry practice and the accounting
standard requirements.
We challenged the Group’s determination
of expected volatility by assessing the
Group’s assumption against our
independently determined range of
volatilities.
We independently identified factors
influencing the expected option lifetime of
each share option plan, using our
knowledge of the Group and industry
experience, and compared this to the
Group’s assumption.
We calculated the value of options using
our independently determined
assumptions and the Black-Scholes
model, and compared the results to the
Group’s valuation.
We assessed the disclosures in the
financial report using our understanding
from our testing and against the
requirements of the accounting standards.
58
Other Information
Other Information is financial and non-financial information in Rex Minerals Limited’s annual report
which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are
responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we 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.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Group, and in compliance
with Australian Accounting Standards and the Corporations Regulations 2001
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error
assessing the Group and Company’s ability to continue as a going concern and whether the
use of the going concern basis of accounting is appropriate. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
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 Australian Auditing Standards will always detect a material misstatement when it
exists.
59
Misstatements can arise from fraud or error. They 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 the 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
In our opinion, the Remuneration Report
of Rex Minerals Limited for the year
ended 30 June 2024, complies with
Section 300A of the Corporations Act
2001.
Directors’ 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 responsibilities
We have audited the Remuneration Report included in
pages 21 to 29 of the Directors’ report for the year
ended 30 June 2024.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG
Adrian Nathanielsz
Partner
Melbourne
27 August 2024
Rex Minerals Ltd
Additional shareholder information
2024 Annual Report : Rex Minerals Ltd
60
Additional information required by the Australian Stock Exchange (ASX) Listing Rules and not shown elsewhere in
this report is set out below and the information was applicable as at 31 July 2024.
Distribution of ordinary shares
The number of shareholders, by size of holding:
Total
% of Issued
Range
Holders
Units
Capital
1 – 1,000
559
208,662
0.03
1,001 – 5,000
1,676
4,978,800
0.64
5,001 – 10,000
924
7,276,917
0.93
10,001 – 100,000
2,432
90,182,409
11.57
100,001 Over
674
676,540,241
86.83
Total
6,265
779,187,029
100.00
The number of shareholders holding less than a marketable parcel: 1,124
Twenty largest shareholders
The names of the twenty largest shareholdings of quoted ordinary shares are:
Number of
% of Issued
Name
Shares Held
Capital
1.
MACH Metals Australia Pty Ltd
121,525,069
15.60
2.
HSBC Custody Nominees (Australia) Limited
47,803,002
6.13
3.
Citicorp Nominees Pty Limited
35,224,148
4.52
4.
HSBC Custody Nominees (Australia) Limited – A/C 2
20,102,017
2.58
5.
BNP Paribas Noms Pty Ltd
19,638,295
2.52
6.
JP Morgan Nominees Australia Pty Limited
12,176,530
1.56
7.
BNP Paribas Nominees Pty Ltd (IB AU Noms Retail client)
11,782,126
1.51
8.
UBS Nominees Pty Ltd
11,498,319
1.48
9.
HSBC Custody Nominees (Australia) Limited-GSCO ECA
10,544,261
1.35
10.
Keta Investments Pty Ltd
10,137,497
1.30
11.
Morgan Stanley Australia Securities (Nominee) Pty Limited (No 1 A/C)
9,693,790
1.24
12.
Mr Jun Yao
8,795,778
1.13
13.
Dr Steven G Rodwell
7,509,241
0.96
14.
Silver Rayne Pty Ltd
7,076,909
0.91
15.
Neweconomy Com Au Nominees Pty Limited (900 Account)
6,205,856
0.80
16.
Mr Simon (Sui Hee) Lee
5,800,000
0.74
17.
Panjeta Family Group Pty Ltd (Panjeta Family Group A/C)
5,600,000
0.72
18.
United Overseas Service Management Ltd
5,463,852
0.70
19.
Stone Poneys Nominees Pty Ltd (Chapman Super Fund A/C)
5,261,218
0.68
20.
Palm Beach Nominees Pty Limited
5,165,112
0.66
Total
367,003,020
47.10
Substantial shareholders
There is currently one substantial shareholder lodged with the Company:
MACH Metals Australia Pty Ltd
121,525,069
15.60
Voting rights
On a show of hands, every shareholder of fully paid ordinary shares present in person or by proxy shall have one
vote and upon a poll, each share shall have one vote.
Stock exchange listing
Rex Minerals Ltd is listed on the ASX. The Company’s ASX code is RXM.