S2 RESOURCES LTD ABN 18 606 128 090
ANNUAL REPORT
for the Year Ended 30 June 2024
Annual Report 2024
Corporate Directory
Directors
Mark Bennett
Executive Chairman
Jeff Dowling
Non-Executive Director
Anna Neuling Non-Executive Director
Company Secretary
Andrea Betti
Principal Office
Registered Office
Level 14, 333 Collins Street,
Melbourne, Victoria 3000
Telephone: +61 8 6166 0240
Website: www.s2resources.com.au
Level 2, 22 Mount Street,
Perth, Western Australia 6000
Auditor
BDO Audit Pty Ltd
Level 9 Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
Telephone: (08) 6382 4600
Share Registry
Computershare Investor Services Pty Limited
Level 17, 221 St Georges Terrace
Perth, Western Australia 6000
Telephone: 1300 787 575
Stock Exchange Listing
S2 Resources Ltd shares are listed on the Australian Securities Exchange.
ASX Code
S2R
Annual Report 2024
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Contents
Chairmans Review .................................................................................................................................... 2
Operations Review ................................................................................................................................... 4
Directors Report ................................................................................................................................................. 29
Consolidated Statement of Profit or Loss and Other Comprehensive Income ............................................. 45
Consolidated Statement of Financial Position ........................................................................................... 46
Consolidated Statement of Changes in Equity ........................................................................................... 47
Consolidated Statement of Cash Flows..................................................................................................... 49
Notes to the Consolidated Financial Statements ....................................................................................... 50
Consolidated Entity Disclosure Statement ................................................................................................ 75
Directors’ Declaration ............................................................................................................................. 76
Auditor’s Independence Declaration ........................................................................................................ 77
Independent Auditor’s Report ................................................................................................................. 78
Additional ASX Information...................................................................................................................... 82
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Chairman’s Review
Welcome to S2’s Annual Report for the year ending 30 June 2024. I would like to acknowledge and thank our
shareholders, who continue to support the Company in its endeavours to find “the next big thing”.
The past year has seen big swings in market sentiment, commodity prices, geopolitical tensions, capital availability and
risk appetite. Against this uncertain backdrop, your company has maintained its strategy of aiming to create value for
shareholders through exploration success, by exploring high impact targets with potential for our preferred core
commodity mix of gold, copper, nickel and platinum group elements. We aim high and are prepared to drill bold holes,
but we are also prepared to make hard decisions, to walk away from tested targets or divest projects where appropriate.
In so doing we are always mindful of conserving our treasury by being thrifty, and by monetising non-core assets, thereby
protecting the capital structure of the Company.
Since the last Annual Report, we have made significant progress at the Fosterville gold project in Victoria and have
identified and entered into two new farmin agreements over attractive new targets in New South Wales. Whilst we are
pleased with the results to date, we would have liked to have done more. In this regard, our greatest challenge is access
to land. The negotiation of access agreements throughout Australia, whether with traditional owners, pastoral
leaseholders or freehold landowners, now represents a significant cost in terms of money and time just to get to the
starting line. S2 recognises and respects the rights of all these stakeholders and works closely with them to undertake
responsible exploration in a sustainable and mutually beneficial manner, but it is important that shareholders understand
the constrains that this may impose on our momentum.
Despite this, we have progressed a number of our projects, as summarised below and explained in detail in the operations
section of this report.
Greater Fosterville, Victoria
Significant progress has been made at the Greater Fosterville gold project in Victoria in the last twelve months. The
exploration licence was granted in October 2023 and diamond drilling at the Goornong prospect commenced
immediately thereafter. With just eight diamond drill holes, the Company has “cracked the code” of the local geology,
defining a discrete mineralised structure dubbed the Blackadder Fault, and intersecting significant gold mineralisation as
described in the operations section of this report. The extent and pace of follow up drilling at Goornong will, however,
be determined by land access outcomes.
Further afield at Fosterville, reconnaissance induced polarisation (IP) geophysics has also identified several chargeability
anomalies warranting follow up, which is envisaged to take place in late 2024 or early 2025 once crops have been
harvested.
Glenlogan, New South Wales
S2 identified an attractive undrilled porphyry-style copper-gold target in the highly endowed Lachlan Fold Belt of New
South Wales in late 2023 and entered into a farmin agreement with the tenement holder, Legacy Minerals, in January
2024. This is a deep but potentially large, high impact target requiring several deep, bold holes to test it. The first deep
diamond hole was completed in August 2024, with results awaited at the time of writing.
Warraweena, New South Wales
Following the publication of new Australia-wide pre-competitive heavy mineral concentrate sampling data in October
2023, S2 secured the strongest nickel-copper-zinc anomaly in the country by entering into a farmin agreement with the
tenement holder, Oxley Resources, in December 2023. This anomaly is underlain by various unexplained and unexplored
concealed gravity and magnetic features that are potentially prospective for a variety of mineralisation styles, including
magmatic nickel-copper-PGE, porphyry copper-gold and Cobar-style zinc-lead-silver. Initial detailed gravity surveying has
commenced and is ongoing at the time of writing.
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Koonenberry, New South Wales
Koonenberry is a belt-scale magmatic nickel-copper-PGE play located near Packsaddle, approximately two hour’s drive
north of Broken Hill in western New South Wales. Following the signing of various access agreements, a regional ground-
based electromagnetic (EM) geophysics program commenced in 2023 and is being gradually extended along the 140
strike kilometres of the belt owned by S2. As with the approach of S2’s precursor Sirius Resources in the Fraser Range
project (that led to the discovery of the Nova-Bollinger nickel-copper mine), any discrete EM anomalies that are revealed
by this program will be drill tested.
Jillewarra, Western Australia
S2 is earning up to a 70% interest in the Jillewarra gold project from private company Black Raven Resources. The key
target comprises a 35 kilometre long segment of the concealed and unexplored Karbah shear zone – a regional shear
zone that along strike to the southwest hosts muti-million ounce gold deposits such as Westgold’s Big Bell mine and
Spartan Resources’ Never Never and Pepper deposits.
Unfortunately, the past year has been spent continuing to negotiate a Heritage Protection Agreement with the traditional
owners of the area in order to enable the grant of key exploration licence applications over the Karbah target area.
However, I am hopeful that this will soon be resolved so the Company can commence a classic district-scale gold
exploration drilling program in this highly endowed yet underexplored region.
Other Exploration
The company retains the nickel rights at its Polar Bear nickel project near Norseman in Western Australia, which contains
several notable nickel sulphide prospects, but no exploration was conducted during the period.
Following an aborted sale of its West Murchison project, the company resumed soil geochemical sampling and
immediately identified four large strong nickel-copper-PGE anomalies in July 2024. These are currently being field
checked but are considered to be prospective for West Yilgarn Julimar-style mineralisation.
Corporate
The Company’s Finnish subsidiary, Sakumpu Exploration Oy, was sold during the year to Vancouver-based and TSXV-listed
Outback Goldfields (now renamed Valkea Resources) for a consideration of C$1.5 million cash (before costs) and C$5.5
million shares in Valkea. This cash payment together with the alleviation of holding costs is consistent with the Company’s
policy of minimising costs and monetising assets, and the share-based component of the consideration is consistent with
the Company’s aim of maintaining upside exposure to independently funded exploration success, through its resultant
44% shareholding in Valkea. To this end, S2 has the right to two board seats and Valkea shareholders have approved my
election as a director of Valkea to oversee S2’s interests.
The Company raised A$7 million in December 2023 and remains funded to pursue its priority targets.
In summary, commodity bubbles have come and gone, but the outlook for gold and copper is good and rumours of nickels
death are greatly exaggerated, so our aim remains the same. It is to make substantial discoveries capable of having a
significant impact on the value of the company and return on investment for its shareholders. We have the capability of
finding these and developing them into mines should they be financially robust, technically low risk, environmentally
responsible, and beneficial to local communities and traditional owners. Thanks to macro-market sentiment, our progress
has not been reflected in our share price, but we remain firm in our commitment to achieve our ambitions, and we
continue to diligently work towards that end.
I also wish to thank our employees, who day in day out endeavour to turn our aspirations into reality in the face of various
challenges and uncertainty.
Mark Bennett
Executive Chairman
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Operations Review
AUSTRALIAN PROJECTS
Greater Fosterville, Victoria (S2 100%)
S2’s 100% owned subsidiary, Southern Star Exploration Pty Ltd, via a Victorian government tender process, owns
Exploration Licence 7795 (EL7795), which was granted in October2023, and covers an area of 394 square kilometres. It
extends 55 kilometres north to south and abuts and surrounds Agnico Eagle’s Fosterville mine lease (Figure 1). By virtue
of its position, its size, and its inherent prospectivity, EL7795 is a highly strategic asset.
As winners of the tender, S2 has also inherited a substantial amount of data acquired by previous explorers over the area,
including the relatively recent exploration work undertaken by Kirkland Lake Gold (the owner of Fosterville prior to its
acquisition by Agnico) on the tenement before it expired.
Figure 1. Regional map of the Victorian Goldfields showing the location of EL7795 together with recently granted EL8074 and further
applications EL8166, 8167, 8292 & 8494, together with the Fosterville mine and gold endowment of selected fields.
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This data includes extensive and high quality geophysical and geochemical surveys such as gravity, induced polarisation
(IP), electromagnetic (EM), seismic, magnetic and LIDAR surveys, which are being used to generate drill targets. The
inheritance of such a significant amount of data represents a huge saving for the Company in terms of time and money
that would otherwise be required to get it to the point of having drill ready targets for testing.
It also includes drilling data and drill core from holes drilled immediately prior to the expiry of the previous tenement,
which although widely spaced and/or shallow and/or highly localised, have identified gold mineralisation in several
locations. As a consequence, the Company has a range of targets at various stages of definition from early-stage
reconnaissance up to and including defined prospects simply requiring further drilling to determine the extent and quality
of gold mineralisation at those locations (Figure 2).
These targets are located on a mix of Crown Land, freehold land (both broadacre farms and smaller blocks), and road
reserves, which require the Company to obtain land access agreements and other relevant permits, as well as heritage
clearances, before commencing exploration1.
Based on an assessment of previous exploration the Company has identified a strongly mineralised corridor centred on
the Goornong South prospect where drilling during the 1990’s intersected significant oxide gold mineralisation. During
the last year that the exploration licence was held by Kirkland Lake (now Agnico Eagle) a series of diamond drill holes
were completed to the south along strike of the historic oxide mineralisation. S2 Resources has been able to relog the
Kirkland Lake core holes and use the information to interpret the stratigraphic and structural architecture of what is now
interpreted to be the next parallel structure to the east of the O’Dwyers and Fosterville trends, which host the orebodies
being mined by Agnico Eagle. This area was selected as the first drill program by S2 Resources, which tested immediately
beneath and down plunge to the south of the Goornong South oxide mineralisation, testing multiple structures where
they cross the main anticline that is interpreted to be the focus for mineralised fluids. Along the favourable anticline
corridor any mineralised structure could refract into a favourable dilation position with the potential to form a significant
high-grade trap for gold mineralisation akin to the Swan Zone (the Swan Zone, located along the Fosterville trend, had an
initial Mineral Ore Reserve of 2.34Moz of gold at a grade of 49.6g/t, refer to the NI 43-101 Report dated 31 December
2018).
To effectively test for significant mineralisation along the Goornong South anticline trend, S2 Resources designed a
program of a combination of conventional across strike holes in the shallower part of the system and unconventional
strike parallel holes down the axial plane of the target anticline corridor that test multiple structural positions that cross
the anticline (see Figure 3). The axial plane holes were designed to test positions down plunge to the south of the oxide
gold mineralisation as well as numerous other mineralised structures intersected by the historic diamond drilling
completed by Kirkland Lake, any of which could yield a significant discovery where they refract and dilate across the fold
corridor.
1 Until such time as access consents are obtained there is no guarantee that the Company will be able to access freehold property, but a substantial
amount of drilling can be undertaken from roadsides.
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Figure 2. Map of EL7795 showing gold deposits/occurrences/prospects, key structures and the favourable corridor for gold
mineralisation west of the Redesdale Fault.
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Figure 3. Schematic block model of the Goornong area showing the south plunging fold structures and the targeted fault
structures intersecting anticlines. Drilling includes both across strike (conventional) testing of mineralised structures (as
shown in the cross-sectional slices) and along strike (non-conventional) testing of multiple structural positions within the
favourable Goornong anticline trend (as shown in the long sectional slices). Drillhole positions are illustrative only and
locations may vary.
Detailed logging of all eight holes drilled by S2 Resources, together with one historical hole, has enabled the Company to
identify what it believes is the same structure in four different holes. These intercepts align in a consistent plane, defining
a fault zone dubbed the Blackadder Fault (see Figure 5). The gold intercepts associated with the Blackadder Fault
comprise:
• 5.2 metres @ 7.2g/t gold from 490 metres in SFVD0005 including 0.7 metres @ 37.9g/t gold from 492.8 metres
• 2.0 metres @ 2.0g/t gold from 309 metres in SFVD0006
• 5.7 metres @ 6.4g/t gold from 344 metres in SFVD0007 including 2.15 metres @ 14.1g/t gold from 347.55 metres
• 1.5 metres @ 2.2g/t gold from 414 metres in GSDD096
The Blackadder Fault has a north-northeasterly strike, dips moderately to the west and plunges gently to the north and
has so far been defined over a strike length of 260 metres and a dip extent of 45 metres (see Figures 5 and 6). Importantly,
it is open both up and down dip, and along strike and plunge.
Most other gold intercepts to date (see S2 ASX announcements of 6 May 2024, 26 March 2024, 15 February 2024 and 30
October 2023) appear to occur within the hangingwall of this structure as a complex clustering of gold mineralised
fractures with variable associated quartz vein development. Mineralisation is closely associated with disseminated
sulphide (pyrite-arsenopyrite) alteration zones around faults, and with variable presence of stibnite both coarsely
crystalline within veins and as finer disseminations.
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Figure 4. Map of the Goornong South area showing the diamond drill holes completed by S2, gold oxide mineralised zone
(historic RC drilling) and Kirkland Lake diamond drill holes drilled immediately prior to their relinquishment of the ground,
aimed at testing the southerly down plunge continuation of this zone. Note, the O’Dwyer’s Fault (which contains the
Robbins Hill and Curie zones further south) both extend through this area.
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Figure 5. Isometric block diagram looking north-northeast showing drillhole collars at surface and pierce points on the
Blackadder Fault with associated gold intercepts at depth. The fault surface is assumed to extend up and down dip to
adjacent fold limbs where it may steepen and becomes parallel with stratigraphic units. The orange coloured part is the
flatter part which is considered more likely to dilate and thicken.
Key intercepts within this broad zone of complex mineralised structures around the Blackadder Fault include:
•
3.0 metres @ 3.1g/t gold from 113 metres (SFVD0004)
•
13.0 metres @ 1.0g/t gold from 234 metres (SFVD0004)
•
10.0 metres @ 1.4g/t gold from 320 metres, including 0.4 metres @ 6.3g/t gold from 324.7 metres (SFVD0004)
•
5.0 metres at 3.5g/t gold from 319 metres (SFVD0005)
•
6.2 metres at 1.9g/t gold from 395 metres (SFVD0005)
•
0.7 metres at 6.9g/t gold from 409.6 metres (SFVD0005)
•
3.0 metres at 2.5g/t gold from 430 metres (SFVD0005)
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•
4.0 metres at 1.3g/t gold from 453 metres (SFVD0005)
•
3.0 metres at 9.2g/t gold from 477 metres, including 0.5 metres at 33.0g/t gold from 477.6 metres (SFVD0005)
•
4.1 metres at 1.9g/t gold from 641 metres (SFVD0005)
•
0.5 metres at 3.2g/t gold from 667.5 metres (SFVD0005)
•
12.3 metres @ 4.1g/t gold from 156.7 metres, including 1.0 metre @ 11.3g/t gold from 159 metres (SFVD0006)
•
6.0 metres @ 1.8g/t gold from 270 metres (SFVD0006)
•
0.9 metres @ 6.5g/t gold from 678 metres (SFVD0006)
•
6.5 metres @ 1.5g/t gold from 214.5 metres, including 0.6 metres @ 7.5g/t gold from 215.4 metres (SFVD0007)
•
2.0 metres @ 2.5g/t gold from 241 metres (SFVD0007)
•
3.0 metres @ 3.7g/t gold from 266 metres (SFVD0007)
•
0.6 metres @ 1.7g/t gold from 163.9 metres (SFVD0008)
•
3.4 metres @ 1.0g/t gold from 181 metres (SFVD0008)
•
3.5 metres @ 2.4g/t gold from 358.2 metres (SFVD0008)
•
0.55 metres @ 1.2g/t gold from 377.25 metres (SFVD0008)
•
0.55 metres @ 1.8g/t gold from 380.7 metres (SFVD0008)
The initial reconnaissance diamond drilling has succeeded in its objective of defining a specific target structure, which
appears to plunge in an opposite direction to initial expectations. Future drilling at Goornong will aim to test the strike
and dip extents of this zone.
Figure 6. Long projection of the Goornong area showing the six holes drilled parallel to the axial plane of the fold with
the Blackadder Fault intercepts highlighted.
In addition to the immediate drill targets, detailed evaluation of the extensive inherited dataset has highlighted the
success of induced polarisation (IP) chargeability ground geophysics as a tool for identifying anomalies related to
alteration proximal to gold mineralisation. The historic dipole-dipole IP-resistivity data, which is publicly available on the
Annual Report 2024
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Geological Survey of Victoria discovery Portal, includes 13 lines located on EL7795 that traverse several mineralised trends
and which in places extend across Agnico Eagle’s mine lease where they highlight the high-grade Swan Zone and the
down plunge position of the Curie Zone currently being drilled out by Agnico Eagle from underground (Figure 7).
Inversion modelling shows chargeability anomalism is coincident with several known mineralised structures, including
the Sugarloaf, Fosterville, O’Donnell’s, O’Dwyer’s and Goornong trends. Most anomalous chargeability responses are
broad and extend close to surface. Possible sources for these chargeability responses include hydrothermal sulphide
alteration around favourable structures (such as hinge structures and limb thrusts) which often localise quartz veining
and gold mineralisation, or stratigraphic responses localised around hinge zones, proximal to gold mineralisation. In
combination with analysis and interpretation of historic drilling and surface geochemistry the chargeability surveys
appear to provide a primary response related to mineralisation that can be used to prioritise and vector towards gold
mineralisation at specific locations along these known trends.
Figure 7. 3D view looking NNW showing mineralised trends at the Fosterville Gold Mine that extend into S2’s EL7795
application and the chargeability inversion models that highlight anomalies associated with alteration associated with
known gold mineralisation on the Fosterville mine lease, and as yet undrilled positions on, or trending into, S2’s EL7795,
such as the Sugarloaf trend, the Goornong trend, and the extensions of the O’Donnell’s trend and O’Dwyer’s trend, which
hosts the Robbins Hill/Curie gold zone currently being mined by Agnico. Anything coloured yellow or hotter is anomalous.
During March and April 2024, the first phase of a broad IP geophysical survey was completed in the northern part of the
tenement following the signing of eight (8) land access agreements with local farmers. The survey area covers the strike
extensions of known gold-endowed structures such as the Fosterville and O’Dwyer’s faults, which respectively host the
Swan and Curie deposits on Agnico’s Mining Lease, and which are largely concealed by shallow transported cover of the
Murray basin in the northern part of the tenement (see Figure 8).
The first phase of IP successfully identified two significant broad chargeability anomalies. The first broad anomaly covers
the extensions of the mineralised structures north of the Fosterville Mine, including the Goornong mineralised zone
which is the focus of current diamond drilling, and the O’Dwyer’s and Fosterville faults. The chargeability anomalism
parallels and in some areas is offset from the interpreted faults, perhaps representing down-dip positions of more
focused sulphide accumulations. A particularly strong anomaly is located at a structural intersection of the north trending
Fosterville Fault and a NW trending cross fault.
The second broad anomaly is more loosely defined by broad traverses completed in the north-east corner of the licence,
adjacent and east of the historic May Reef prospect. This area of cover east of Bendigo Creek has had no previous
exploration despite being in a favourable position adjacent and to the west of the Redesdale Fault.
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Figure 8. Extent of area surveyed by induced polarisation (IP) geophysical survey, showing chargeability anomalies,
geochemical anomalies, stratigraphy and interpreted gold-controlling structures.
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A second phase of broad IP is planned as part of the Company’s strategy in working with landowners around local farming
requirements. The second phase of work will add to the regional coverage and also work on advancing the definition of
targets within the two broad anomalous zones.
Glenlogan, New South Wales (S2 earning up to 80%)
In January 2024, the Company entered into an earn-in joint venture agreement with Legacy Minerals (“Legacy”, ASX:LGM),
whereby S2 can earn up to a 70% interest in the Glenlogan project, and potentially 80% if Legacy elects to opt for a loan
carry rather than maintain its equity position in the project by contributing on a pro-rata basis. The project comprises one
exploration licence covering 85 square kilometres in the Central West of New South Wales (NSW) and contains a large
magnetic anomaly initially interpreted as a potential untested porphyry copper-gold target. The project is located in the
highly endowed Lachlan Fold Belt of New South Wales, which contains a number of major copper and/or deposits, including
Newmont’s Cadia-Ridgeway operations (36.6Moz gold/8.3Mt copper), Evolution Mining’s Cowal (8.8Moz gold) and North
Parkes (3.3Moz gold/2.9Mt copper) mines, and Alkane’s Tomingley (1.8Moz gold) mine and Boda (8.4Moz gold/1.5Mt
copper) deposit (refer to Figure 9, S2 ASX announcement of 29th January 2024 for source information).
In September 2024 the Company completed the first diamond drill hole (SGLD0001) to test the prominent magnetic
anomaly (see Figure 10) modelled as a vertically oriented columnar body (see S2 ASX announcement of 29 January 2024).
It was collared some distance to the southwest of the centre of the magnetic anomaly and was designed to drill to the
northeast with a relatively flat trajectory in order to pass through both the vertically oriented magnetic body, any
enveloping alteration and/or mineralised zones surrounding it, and any sub-zones (individual intrusive phases) within it.
Porphyry copper-gold deposits form in association with porphyritic igneous intrusions and may occur within the intrusions
themselves and/or in adjacent country rocks. The intrusions are often pencil or finger shaped porphyritic bodies that
emanate from larger batholithic intrusive bodies. Individual porphyry “pencils” may exhibit a variety of broadly concentric
alteration zones. Mineralisation, if present, usually takes the form of iron and copper sulphides disseminated throughout
the rock and within swarms of quartz veins, and it may form within and/or outside the porphyry intrusion, in various
alteration zones which may be magnetic (due to the presence of hydrothermal magnetite in association with the sulphides)
or non-magnetic due to the destruction of primary igneous magnetite by the same hydrothermal fluids). For this reason, it
is important when drilling to ensure all of these scenarios are tested, which is why this hole was designed in this way, rather
than drilling vertically down the axis of the magnetic body (see Figure 11).
After passing through a cover sequence of shales, sandstones and dacitic volcanics of potential Devonian or Silurian age,
the hole intersected a variety of intrusive rocks including monzodiorite, quartz dioritie, gabbroic diorite and basaltic
andesite from 464 metres downhole (approximately 350 metres below surface) to a final depth 1,354.7 metres, equivalent
to a vertical depth of 1,000 metres below surface (see Figures 10 and 12). The contact between the cover rocks and the
intrusive bodies is interpreted to be unconformable, with evidence of the intrusives having been partially weathered (i.e.
exposed at surface) prior to being buried by the younger cover rocks. If correct, on the basis of the interpreted
Devonian/Silurian age of the unconformable rocks, this implies a potentially Ordovician age for the intrusives – which is
importantly the same age as the Cadia intrusive complex.
The measured magnetic susceptibility of the monzodiorite and gabbroic intrusive rocks is compatible with the magnetic
susceptibility required as a source for the magnetic anomaly modelled from the surface magnetic data, so this intrusion is
interpreted as being responsible for the observed anomaly. In this sense, the hole tested the magnetic feature and
explained the anomaly as being caused by an inherently magnetic intrusive rather than by hydrothermal alteration relating
to a mineralized porphyry system.
However, the main monzodiorite to gabbroic intrusion has been intruded by a number of later stage intrusive units
including felsic to intermediate porphyries, aplite and microgranodioritic dykes and mafic dykes. The monzodiorites and
the gabbro are also pervasively hydrothermally altered, with weak to moderate chlorite-epidote-pyrite and carbonate
alteration, and in places hematite-feldspar alteration. The chlorite-epidote-pyrite alteration assemblage is consistent with
the propylitic alteration halo often found as a more distal, outer shell around porphyry copper-gold deposits, and the
hematite dusting of feldspars is similar to the “red rock” alteration seen within the intermediate halo between the outer
propylitic zone and the inner potassic zone of some of the porphyry deposits in the East Lachlan Fold Belt.
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Figure 9. District scale map showing location of the Glenlogan project (EL9614) relative to outcropping prospective
Macquarie Arc rocks and known copper-gold occurrences. The project area is immediately west of outcropping Macquarie
Arc rocks where they are interpreted to lie beneath younger (Silurian/Devonian) sequences.
Only a very low density of quartz-pyrite veins was observed, so the drillhole did not intersect any features indicative of
being close to the inner, potassic alteration zone of a porphyry system, if such a system is present, and the distribution of
these veins did not show any systematic change in frequency, so does not provide a vector.
There was a marked increase in pyrite alteration and abundance, present as disseminations, blebs and veinlets, throughout
the last 100 metres of the drill hole. The increase in pyrite appears to be related to several later porphyry dyke intrusions
within this interval and occurs both within the dykes and throughout adjacent rock units. The increase in pyrite is also
associated with a subtle increase in chlorite-epidote alteration. This increase in pyrite and propylitic alteration may indicate
the hole is approaching a mineralised system, however the “pyritic shell” around a porphyry system can extend a significant
distance, and there is no guarantee that a pyritic shell will necessarily contain a copper-rich core.
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Selected samples from throughout the drillhole have been submitted for multi-element assay, petrography and spectral
analysis to characterise the lithologies and alteration, the presence of any subtle alteration zonation vectors, and
implications for the potential fertility of the system.
The Company is also assessing the merits of various ground geophysical surveys that may also assist in in vectoring prior to
a decision on the location of a second hole given the magnetic body targeted by the first hole appears to be explained by
the broad magnetite bearing intrusive.
Figure 10: Plan of magnetic anomaly and trace of drill hole SGLD0001
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Figure 11. Schematic cutaway block diagram showing the modelled magnetic column in 3D and where the first hole was
planned to test it (top), and the potential geological basis for the magnetic anomalism – a very simplified porphyry intrusive
system with associated alteration envelopes and mineralised zones.
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Figure 12: Oblique cross section of hole SGLD0001W1 showing trace of hole with respect to the modelled magnetic
susceptibility isoshells of the target anomaly and geology encountered. Note the presence of a large multiphase intrusion
located below an interpreted unconformable Devonian and/or Silurian sequence, and importantly, the increase in
porphyryry dykes, propylitic alteration and hydrothermal pyrite downhole.
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Koonenberry, New South Wales (S2 100%)
S2 has three Exploration Licences covering 2,712 square kilometres, located 130km northeast of Broken Hill in northern
New South Wales (NSW), with the Silver City Highway passing through the centre of the project area. As an early mover
into the area, S2 has been able to acquire approximately 140 kilometres strike extent of the most prospective and accessible
part of the Koonenberry Belt, which hosts a series of mafic-ultramafic sills that have intruded the late Proterozoic to
Cambrian Mt Arrowsmith volcanics and is prospective for magmatic nickel-copper-cobalt-PGE mineralisation.
The project area covers a coincident gravity and magnetic ridge, interpreted to represent a slice of dense lower crust
containing numerous mafic and ultramafic intrusions, of a similar scale to the Fraser Complex within the Albany-Fraser
Belt that contains the intrusion hosting Nova. Whereas the Albany-Fraser Belt is Proterozoic in age and wraps around the
southeastern margin of the Yilgarn Craton, the Koonenberry Belt is late Proterozoic to Cambrian in age and wraps around
the northeastern margin of the Curnamona Craton (see Figure 13). Both are accretionary mobile belts containing nickel
prospective stratigraphy.
Figure 13. Location map of the Koonenberry Belt showing and a comparison to the Fraser Zone of the Fraser Range which hosts the
Nova-Bollinger deposit. The Koonenberry Belt is located on the north-eastern margin of the Curnamona Craton.
Compilation and review of historical exploration has confirmed the fertility of the belt for magmatic nickel-copper
sulphides, with shallow and wide-spaced previous drilling by INCO/Vale and Carpentaria Exploration intersecting
anomalous nickel and copper in several historical holes (see Figure 14). Key results from within the project area include:
•
7 metres @ 0.46% nickel from 7 metres in hole CKOAC0053 (aircore) at Bald Hill South
•
10 metres @ 0.35% nickel from 2 metres, including 3 metres @ 0.54% nickel and 0.1% copper from 3 metres in
hole CKORB0160 (RAB) at Packsaddle
•
4 metres @ 0.22% nickel and 0.11% copper from 31 metres in hole RC12KB008 (RC) at Packsaddle
•
4 metres @ 0.3% nickel from 5 metres in hole CKORB0195 (RAB) at Highway
Annual Report 2024
19
Figure 14. Summary of nickel-copper intercepts in sparse previous drilling, and proven magmatic nickel-copper sulphides in thin section
confirming the fertility/prospectivity of the belt.
Annual Report 2024
20
Furthermore, assessment of open file data confirms the presence of magmatic sulphides in the form of disseminated
pentlandite, chalcopyrite and violarite in samples from old holes drilled at Packsaddle and Mt Arrowsmith East, located
just outside of S2’s tenement boundary (see Figure 14).
During the year S2, has undertaken ground-based electromagnetic (EM) surveys, designed to systematically explore for
massive nickel-copper sulphide mineralisation. A moving loop (MLEM) configuration using the highly sensitive deep
penetrating ARMIT B-field system is the primary method used, although a fixed loop (FLEM) survey configuration has been
employed where topography dictates. This systematic approach is planned to continue during the upcoming year.
Warraweena, New South Wales (S2 earning up to 70%)
In December 2023, S2 entered into an agreement with private prospect generator company Oxley Resources Limited
(“Oxley”) to earn up to a 70% interest in the Warraweena project, which comprises Exploration Licence EL9269 covering
an area of 932 square kilometres, located to the northeast of Bourke in northern New South Wales. In addition to the
joint venture tenement S2 also holds a 100% interest in two exploration licences covering an additional 1670 square
kilometres, adjacent to EL9269.
S2 identified the area as an attractive target based on the presence of coincident distinct, unexplained gravity and
magnetic anomalies (see Figures 15), concealed beneath the transported cover of the upper Darling River drainage
catchment and younger overlying rocks. Limited previous drilling that has penetrated into the basement rocks has also
identified mafic (and possible ultramafic) rocks associated with these anomalies.
Figure 15. Magnetic map showing numerous discrete magnetic bodies hidden beneath the transported cover of the
upper Darling River drainage catchment, showing outline of EL9269 and adjacent 100% S2 exploration licences along
with the location of limited previous (and in many cases ineffective) drilling.
Annual Report 2024
21
Furthermore, it is also the location of a strongly anomalous heavy mineral concentrate sample identified in the Australia-
wide Heavy Mineral Map of Australia publicly released on 12th October 2023. This heavy mineral concentrate sample
contains the highest number of pentlandite (nickel sulphide) grains recorded in any of the 1,315 samples collected in the
Australia-wide survey (10x the next largest sample). It also contains the second highest concentration of chalcopyrite
(copper sulphide) and sphalerite (zinc sulphide) of all samples in this survey (see Figure 16).
In addition, petrological and geochemical studies undertaken from the limited drilling completed by previous explorers,
show the basement rocks display calc-alkaline to shoshonitic volcanic island-arc affinities, similar to the rocks from the
Macquarie Arc that host the Cadia and North Parkes copper-gold porphyry deposits to the south. The presence of several
prominent “holes” in the magnetic data is also suggestive of the presence of plutons intruding the country rocks that may
also be prospective for copper-gold porphyry mineralisation.
The project also covers the northern part of the Cobar Basin so is also potentially prospective for Cobar-style massive
sulphide zinc-lead mineralisation.
In May 2024, S2 commenced a detailed regional gravity survey over the project area, completed on an 800 metre by 400
metre (and locally 200 metre) spacing to greatly improve the resolution of the government data that was collected on a
nominal 4 kilometre spacing. Once complete, the results will be integrated with the detailed aeromagnetic data to target
follow-up exploration.
Figure 16. Zoomed in view of the HMMA, showing the anomalous sample in the drainage catchment over the target, its
location within EL9269, and adjacent samples for contrast. The number of mineral grains and the overall ranking of
these in the Australia-wide dataset are also shown.
Annual Report 2024
22
Jillewarra Joint Venture (S2 earning up to 70%)
S2 is earning a majority interest in the Jillewarra project which covers 793 square kilometres of gold and base metal
prospective greenstones situated approximately 50 kilometres west of Meekatharra in the Murchison Goldfields of
Western Australia. A prospectivity review and targeting exercise has identified a high priority target zone (“Karbah”)
along a 35-kilometre strike extent of the Karbah Shear Zone (KSZ), a regionally significant NNE trending striking shear
zone, that is interpreted to extend south through Westgold’s Big Bell gold mine and Spartan Resources recent discoveries
at the Never Never – Pepper gold deposits (see Figure 17). This shear zone is concealed by transported cover and
effectively unexplored. Once this ground is granted it will become the focus of S2’s exploration at Jillewarra.
Negotiations continued with the traditional owners with respect to a heritage protection agreement that is a prerequisite
to the granting of several exploration licence applications covering the large, concealed Karbah gold target located in the
southeastern part of the project area.
Elsewhere on the project, in August 2023, S2 completed a wide spaced, regional aircore program over the Selga-King and
Woods base metal stratigraphy, designed to test soil geochemical anomalies and provide valuable geological information
on the basement geology (see Figure 18).
At Selga-King, aircore drilling intersected anomalous copper and zinc, associated with the margin of a fractionated
pyroxenite-gabbro intrusion, including 20 metres @ 0.20% copper and 0.12% zinc from surface (SJWA0470) and 5 metres
@ 0.14% copper and 0.07% zinc from 12 metres to the end of hole (SJWA0454).
In addition, anomalous gold was intersected in one hole (12 metres @ 0.35 g/t gold from 12 metres in SJWA0502), in upper
saprolite clays above dolerite on the regional line, approximately 1200 metres south of the previous RC drilling at the
Woods prospect. This gold intercept represents a potentially new mineralised trend within the Jillewarra project
.
Subsequent to year end, S2 signed a Deed of Variation to the binding earn-in agreement, resulting in an extension of the
stage 1 and stage 2 earn-in periods by an extra year each as well as the removal of non-core mineral titles from the joint
venture, whilst retaining ground over the key 35 kilometres of strike length of the prospective Karbah shear zone. The new
project area is 443 square kilometres, representing a reduction of area by 44%.
Annual Report 2024
23
Figure 17. Regional aeromagnetic image of Murchison district showing the new outline of the Jillewarra project covering
the interpreted regional shear zone that extends south through Westgold’s Big Bell gold mine and Spartan Resources
recent discoveries at the Never Never – Pepper gold deposits
Annual Report 2024
24
Figure 18. S2 drillhole coverage over the Chesterfield region of Jillewarra, showing the results of recent drilling at Selga
King and south of the Woods base metal target.
West Murchison, Western Australia (S2 100%)
The West Murchison project comprises three Exploration Licences covering 693 square kilometres over interpreted
mafic-ultramafic intrusions prospective for magmatic nickel-copper-PGE mineralisation, within the West Yilgarn nickel-
copper-PGE province defined as a consequence of the discovery of the Julimar deposit by Chalice Mining.
The three EL’s contain five priority target areas identified on the basis of magnetic anomalies, the presence of mafic-
ultramafic rocks in outcrop, and anomalies in ultrafine soil sampling.
In August 2023, S2 signed a binding agreement to vend several projects, including the West Murchison tenements, into
Pacific State Metals (Holdings) Ltd (“Pacific State”). Pacific State is an unlisted Australian-incorporated public company
intended to list on the Australian Securities Exchange (“ASX”). S2 was advised in June 2024 that Pacific State was unable
to complete the listing and the companies agreed to terminate the agreement, so full ownership of the EL’s has reverted
back to S2.
Annual Report 2024
25
A review of results from the most recent program ultrafine soil sampling has extended the previously identified soil
anomaly at Woodrarung as well as identified broad nickel-copper-palladium-gold anomalies in three additional areas.
Each of these anomalies covers several square kilometres and is associated with unexplained structures (as seen in
magnetic data) close to the western edge of the Yilgarn craton.
At Woodrarung, sampling has identified a northwest-southeast trending semi-coincident copper-nickel-palladium-gold
anomaly that extends for over 3 kilometres which overlies a prominent northwest trending structural feature (see Figure
19). The new anomaly is located southeast of the partially drill tested area at Woodrarung where S2 drilling previously
intersected sulphide-related copper-nickel-gold-silver mineralisation in reverse circulation (RC) drilling (see S2 ASX
quarterly report of 28 April 2022).
Soil sampling at Yalgamine has identified a 3-kilometre-long zone of semi-coincident palladium-copper-nickel-gold
anomalism in a distinct corridor bound by two prominent northeast-southwest striking structures. The broader anomaly
contains a core of particularly strong copper anomalism associated with the margin of an “eye”-like feature in the
magnetics (see Figure 20).
Soil sampling at Aubrey South has identified an anomaly extending over a length of 4 kilometres consisting of semi-
coincident elevated copper, nickel, palladium and gold. The anomaly also coincides with a major north-south striking
structural discontinuity.
Soil sampling at Whitehurst has defined a cluster of copper, palladium, nickel and gold anomalies spanning several
structures of unknown significance.
Ground truthing of these anomalies is currently underway to determine the influence of landforms and regolith
conditions on their extent and magnitude, which will then assist in determining the nature of the next steps in exploration
within the project.
Annual Report 2024
26
Figure 19. Woodrarung area showing coincident nickel-copper-palladium-gold anomalism and associated structures as
seen in aeromagnetic data.
Annual Report 2024
27
Figure 20. Yalgamine area showing coincident nickel-copper-palladium-gold anomalism and associated structures as seen
in aeromagnetic data
Annual Report 2024
28
Polar Bear, Western Australia (S2 80 to 100% nickel rights)
S2 holds the nickel (and associated base metal and PGE) rights over an area of 435 square kilometres at the Polar Bear
project, which covers the southeast extension of the prolific Kambalda and Widgiemooltha nickel belts. The Company
retained these rights when it sold the Polar Bear project (comprising the Polar Bear and Norcott projects and the Eundynie
Joint Venture) to Higginsville Gold Operations (now owned by Westgold). The project area hosts three known zones of
nickel sulphide mineralisation, associated with cumulate facies ultramafic channels, at the Halls Knoll, Taipan and
Gwardar prospects.
No work was undertaken during the year.
Fraser Range project, Western Australia (S2 100%)
The Company has three exploration licenses covering 176 square kilometres of the Fraser Range nickel province. The
licenses are located 40 to 80 kilometres to the northeast of the Nova-Bollinger nickel-copper mine (discovered by S2’s
predecessor, Sirius Resources in 2012).
In August 2023, S2 signed a binding agreement to vend several projects, including the Fraser Range tenements, into
Pacific State Metals (Holdings) Ltd (“Pacific State”). Pacific State is an unlisted Australian-incorporated public company
intended to list on the Australian Securities Exchange (“ASX”). S2 was advised in June 2024 that Pacific State was unable
to complete the listing and the companies agreed to terminate the agreement, so full ownership of these tenements has
reverted back to S2.
No work was undertaken during the year, and subsequent to the reporting date, Exploration Licence E28/2794 was
surrendered.
FINLAND PROJECTS
Central Lapland Greenstone Belt, Finland (since sold for cash and equity)
During the year, S2 entered into a definitive Share Purchase Agreement (SPA) with Vancouver-based Outback Goldfields
Corporation (“Outback”, TSX.V: OZ), to sell its wholly owned Finnish subsidiary, Sakumpu Exploration Oy (“Sakumpu”) for
a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback, to be
completed concurrently with a capital raising of C$5 million by Outback.
The sale process was completed subsequent to years end, resulting in S2 owning a ~44% equity stake in Outback, now
renamed Valkea Resources Corp (“Valkea”) (OZ:TSX-V).
S2’s Executive Chairman, Mark Bennett, was also appointed to the board of Valkea as S2’s representative. S2 has rights
to two board seats and also non-dilution rights.
S2 will continue to be exposed to potential exploration success and value upside through its major holding in Valkea,
which, courtesy of its ownership of Sakumpu, owns a mix of granted Exploration Licences and Exploration Licence
applications covering approximately 355 square kilometres within the Central Lapland Greenstone Belt (CLGB) of Finland.
The licences cover areas that has not been extensively or effectively explored in the past, despite the CLGB hosting
“world-class” gold and nickel-copper-cobalt-PGE deposits, including Agnico Eagle’s 7.4-million-ounce Kittilä gold mine,
Boliden’s 298 million tonne Kevitsa copper-nickel-gold-PGE mine and Anglo American’s 44 million tonne Sakatti nickel-
copper–PGE deposit.
Valkea’s initial focus will be the continuation of drilling at the Aarnivalkea prospect, which has the potential to be another
significant discovery with approximately 1.3 kilometres strike of gold anomalism and high grade diamond drill intercepts
such as 6.8m at 11.8g/t gold from 223m (hole FAVD0062) and 20.4m at 4.0g/t gold from 193m (hole FAVD0064
Annual Report 2024
Directors Report
The Directors of S2 Resources Ltd ("Directors") present their report on the consolidated entity consisting of S2 Resources
Ltd (“the Company” or “S2”) and the entities it controlled at the end of, or during, the year ended 30 June 2024 (“Group”).
Directors
The names and details of the Directors in office during the financial year and until the date of this Report are as follows.
Directors were in office for the entire year unless otherwise stated.
Mark Bennett
Jeff Dowling
Anna Neuling
Principal Activities
The principal continuing activity of the Group is mineral exploration.
Dividends
No dividends were paid or proposed to be paid to members during the financial year.
Review of Operations
Operating Result
The loss from continuing operations for the year ended 30 June 2024 after providing for income tax amounted to
$8,190,632 (2023: loss of $6,755,677).
The loss results from $5,655,140 of exploration expenditure incurred and expensed, $1,239,643 of share-based payments
expenses, $997,130 of administration costs, $651,697 of business development costs including travel, $138,957 of
depreciation costs, $35,728 of gain on sale of tenement, $148,849 on sale of shares $264,262 interest income and
$43,096 of other gains including finance costs. The exploration expenditure incurred and expensed mainly relates to the
Company’s Australian projects.
Material Business Risks
The Group’s exploration operations will be subject to the normal risks of mineral exploration, and any revenues will
be subject to factors beyond the Group’s control. The material business risks that may affect the Group are
summarised below.
Key Personnel
In formulating its exploration programs, feasibility studies and development strategies, the Group relies to a significant
extent upon the experience and expertise of the directors and management. A number of key personnel are important
to attaining the business goals of the Group. One or more of these key employees could leave their employment, and
this may adversely affect the ability of the Group to conduct its business and, accordingly, affect the financial
performance of the Group and its share price. Recruiting and retaining qualified personnel is important to the Group’s
success.
Future Capital Raisings
The Group’s ongoing activities may require substantial further financing in the future. Any additional equity financing
may be dilutive to shareholders and may be undertaken at lower prices than the current market price. Although the
Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or
29
Annual Report 2024
Directors Report (cont)
30
funding, if and when needed, will be available on terms favourable to the Company or at all. If the Group is unable to
obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could
have a material adverse effect on the Group’s activities and could affect the Group’s ability to continue as a going
concern.
Exploration Risk
The success of the Group depends on the delineation of potentially economic mineral resources, securing and
maintaining title to the Group’s exploration and mining tenements, meeting joint venture earn-in commitments and
obtaining all consents and approvals necessary for the conduct of its exploration activities. Exploration on the Group’s
existing tenements may be unsuccessful, resulting in a reduction in the value of those tenements, diminution in the
cash reserves of the Group and possible relinquishment of the tenements. The exploration costs of the Group are
based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates
and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from
these estimates and assumptions.
Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in
practice, which may materially and adversely affect the Group’s viability. If the level of operating expenditure required
is higher than expected, the financial position of the Group may be adversely affected. The Group may also experience
unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.
Feasibility and Development Risks
It may not always be possible for the Group to exploit successful discoveries which may be made in areas in which the
Group has an interest. Such exploitation would involve obtaining the necessary licences or clearances from relevant
authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or
may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploitation may
require participation of other companies whose interests and objectives may not be the same as the Group’s. In the
event of the discovery of potentially economic mineral resources, there is a risk that a feasibility study and associated
technical works will not achieve the results expected. There is also a risk that, even if a positive feasibility study is
produced, the project may not be successfully developed for commercial or financial reasons.
Regulatory Risk
The Group’s operations are subject to various Commonwealth, State and Territory and local laws and plans, including
those relating to mining, prospecting, development permit and licence requirements, industrial relations,
environment, land use, land access, royalties, water, native title and cultural heritage, mine safety and occupational
health. Approvals, licences and permits required to comply with such rules are subject to the discretion of the
applicable government officials. No assurance can be given that the Group will be successful in maintaining such
authorisations in full force and effect without modification or revocation.
To the extent such approvals are required and not retained or obtained in a timely manner or at all, the Group may be
curtailed or prohibited from continuing or proceeding with exploration. The Group’s business and results of operations
could be adversely affected if applications lodged for exploration licences are not granted. Mining and exploration
tenements are subject to periodic renewal. The renewal of the term of a granted tenement may also be subject to the
discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or
compulsory relinquishment of areas of the tenements comprising the Group’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 the Group.
Annual Report 2024
Directors Report (cont)
31
Environmental Risk
The operations and activities of the Group are subject to the environmental laws and regulations of Australia and
Finland. As with most exploration projects and mining operations, there is potential for the Group’s operations and
activities to have an impact on the environment, particularly if mine development proceeds. The Group attempts to
conduct its operations and activities to the highest standard of environmental obligation, including compliance with
all environmental laws and regulations. The Group is unable to predict the effect of additional environmental laws and
regulations which may be adopted in the future, including whether any such laws or regulations would materially
increase the Group’s cost of doing business or affect its operations in any area. However, there can be no assurances
that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the
Group to incur significant expenses and undertake significant investments which could have a material adverse effect
on the Group’s business, financial condition and performance.
Climate Change Risk
We are an exploration company however we acknowledge that the operations and activities of the Group are subject
to changes to local or international compliance regulations related to climate change mitigation efforts, specific
taxation or penalties for carbon emissions or environmental damage, and other possible restraints on industry that
may further impact the Group and its profitability. While the Group will endeavour to manage these risks and limit any
consequential impacts, there can be no guarantee that the Group will not be impacted by these occurrences. Climate
change may also cause certain physical and environmental risks that cannot be predicted by the Group, including
events such as increased severity of weather patterns, incidence of extreme weather events and longer-term physical
risks such as shifting climate pattern.
Macro-Economic Risk
The operations and activities of the Group are exposed to a number of global external factors, including macro-
economic risks affecting profitability and business continuity, increasing interest rates, significant fluctuations in
foreign exchange, and ability to raise equity funding. While the Group has limited direct controls over these issues,
continued oversight is essential to ensuring the ongoing operations and activities of the Group.
Foreign Currency Risk
Foreign exchange risks arise when future commercial transactions and recognised financial assets and financial
liabilities are denominated in a currency that is not the entity’s functional currency. The Group is primarily exposed to
the fluctuations in the Euro, as the Group holds Euro bank deposits however most of the Group’s exploration costs
and contracts are denominated in Australian dollars. The Group aims to reduce and manage its foreign exchange risk
by holding funds in a Euro account so that the exchange rate is crystallised early and future fluctuations in rates for
settlement of Euro denominated payables are avoided. The same applies to potential future expenditures in other
currencies such as the American and Canadian dollar. The Group does not currently undertake any hedging of foreign
currency items.
Annual Report 2024
Directors Report (cont)
32
Significant Changes in the State of Affairs
On 7 August 2023 the Group advised that it signed a binding agreement with Pacific State Metals (Holdings) Ltd (Pacific
State) to vend its West Murchison and Fraser Range tenements into Pacific State. Pacific State is an unlisted Australian-
incorporated public company that has indicated to S2 that it has an intention to list on the Australian Securities Exchange
(“ASX”) by 30 June 2024.
In return for the sale of its West Murchison and Fraser Range tenements to Pacific State, S2 will receive 7,000,000
ordinary fully paid shares in the issued capital of Pacific State, representing approximately 28.6% of Pacific State’s issued
capital (on a post-transaction basis). Based on the agreed proforma capital structure post the planned initial public
offering (IPO) on ASX, it is expected that S2 will hold approximately 13% of the issued capital in Pacific State post-
completion of the IPO.
As part of the sale agreement, Pacific State has undertaken to use its reasonable endeavours to seek to list on ASX as
soon as practicable. In the meantime, Pacific State is required to keep the tenements in good standing. Should Pacific
State not complete an ASX listing by 30 June 2024 (or such later date as the parties may otherwise agree), then each of
S2 and Pacific State must do all things necessary to unwind the transaction (such that the West Murchison and Fraser
Range tenements will be transferred back to S2 and S2 will surrender the shares it holds in Pacific State).
On 17 June the Group advised that it had received notice from Pacific State Metals (Holdings) Ltd (“Pacific State”) that
owing to adverse market conditions, Pacific State has been unable to complete an Initial Public Offering by the agreed
date of 30 June 2024. As a result of this, Pacific State and S2 agreed to terminate the agreement entered into in August
2023, effective immediately. Consequently, S2 will retain ownership of the tenements which comprise the West
Murchison and Fraser Range projects, and the Company’s equity ownership in Pacific State will cease, as per the terms
of the agreement.
On 4 December 2023 the Group reached an agreement with Oxley Resources Limited to earn a 70% interest in the
Warraweena project, which comprises Exploration Licence EL9269, covering an area of 932 square kilometres extending
75 kilometres northeast from Bourke in northern New South Wales. The Group issued Oxley with 590,000 fully paid
ordinary shares upon signing, representing a consideration of A$100,300 at an issue price of A$0.17 per share. The Group
will be required to spend A$2.7 million by 31 July 2027 to earn a 70% participating interest. This spend will include
minimum expenditure of A$350,000 by 31 December 2024 (before withdrawal), which will include minimum expenditure
of A$270,000 by 31 July 2024. As part of the agreement, at least A$750,000 of the overall earn-in to be spent on drilling.
On 20 December 2023, the Group completed a placement to institutional and sophisticated investors by issuing
41,176,471 shares at an issue price of $0.17, providing funds raised of $7,000,000 (less costs). Funds raised to be used
for ongoing exploration, other emerging opportunities and working capital. The placement was completed within the
Group’s 15% capacity pursuant to ASX Listing Rule 7.1 and accordingly no shareholder approval was required in
connection with the equity raising.
On 29 January 2024 the Group announced it had reached an agreement with ASX-listed company Legacy Minerals
Holdings Ltd (Legacy) to earn a 70% interest in the Glenlogan project, which comprises Exploration Licence EL9614,
covering an area of 85 square kilometres in the Lachlan Fold Belt of central New South Wales.
The Group issued Legacy with 1 million fully paid ordinary shares upon signing, representing consideration of
approximately A$150,000 at a deemed issue price of A$0.15 per share. The Group’s minimum commitment in the
agreement is to drill the Shellback magnetic anomaly within 12 months and to undertake 1,200 metres of diamond
drilling. As part of this agreement, the Group can spend A$2 million within 2 years of signing to earn a 51% participating
interest in the project, and following this the Group can elect to spend a further A$4 million within a further 3 year period
to earn an additional 19% interest for a total 70% participating interest. This will include a minimum of 8,000 metres of
diamond drilling.
Annual Report 2024
Directors Report (cont)
33
On 4 March 2024 the Group announced it had signed a letter of intent in which Outback Goldfields, a Vancouver based
TSX.V listed company would purchase Sakumpu Exploration Oy, the Group’s wholly owned Finnish subsidiary for a total
consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.
The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below.
• Outback to buy S2’s wholly owned subsidiary, Sakumpu Exploration Oy, which is the holder of S2’s Finnish exploration
assets, including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold
Corporation and Rupert Resources
• As consideration, S2 will receive C$1.5 million (approximately A$1.7 million) cash and C$5.5 million (approximately A$6.2
million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering (see below)
• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement
(the “Offering”) to continue exploring S2’sFinnish tenure.
• S2 will own a significant portion (possibly 35-45%) of Outback post-financing.
On 10 May the Group announced that further to the Letter Of Intent (LOI), it had entered into a definitive Share Purchase
Agreement (SPA) with Vancouver-based Outback Goldfields Corporation (“Outback”, TSX.V: OZ). The transaction remains
subject to the completion of a C$5 million financing, as described in S2’s ASX announcement of 4 March 2024, and
satisfaction of various other conditions which include: Toronto Venture Exchange (TSX.V) approval and Outback
shareholder approval.
After Balance Date Events
On 1 July 2024, the Group announced the following share-based payments arrangements as part of the annual issue of
options to all Company personnel and directors This is in line with the Company's policy to issue/propose options on a
consistent basis in terms of vesting conditions, term, and exercise price, and on a consistent and objective date that aligns
with other remuneration changes at the financial year end.
Options Series
Number Issued
Number at 01
July 2024
Grant Date
Expiry Date
Exercise
Price $
Fair value at
Grant Date
$
(22) Issued 1 July 2024
3,750,000
3,750,000
01/07/2024
01/07/2028
0.135
0.059
(22) Issued 1 July 2024*
10,000,000
10,000,000
-
01/07/2028
0.135
-
Total
13,750,000
13,750,000
*subject to approval by shareholders at the 2024 AGM
(22) The 3,750,000 options in series 22 comprised 3,250,000 options were issued to employees under the
Employee Share Option Plan which vest one year from grant date and 500,000 options were issued to service
providers which vest one year from grant date. For the service provider options, the value of services received
was unable to be measured reliably and therefore the value of services received was measured by reference
to the fair value of options issued.
The 10,000,000 options in series 22 which vest one year from proposed date were issued to directors and are subject to
approval at the AGM.
There has been no other matter or circumstance that has arisen since 30 June 2024 that has significantly affected, or may
significantly affect:
•
the Group’s operations in future financial years;
•
the result of those operations in future financial years; or
•
the Group’s state of affairs in future financial years.
Annual Report 2024
Directors Report (cont)
34
Likely Developments and Expected Results of Operations
The Group will continue its exploration activities in Australia for the foreseeable future. The Group will also seek other
exploration opportunities that will add value to the Group’s portfolio of assets.
Environmental Regulation
The Group’s operations are subject to environmental regulation under the laws of Finland, the Australian Commonwealth
and the States of Western Australia, Victoria, and New South Wales. The Board of Directors (“Board”) is of the view that
all relevant environmental regulation requirements have been met.
Information on Directors
Mark Bennett – Executive Chairman
Experience and Expertise
Dr Bennett was the managing director and CEO of Sirius Resources NL (“Sirius”) from its inception until its merger with
Independence Group NL and was non-executive director of Independence Group following the merger until June 2016.
He is a geologist with 30 plus years of experience in gold, nickel and base metal exploration and mining. He holds a BSc
in Mining Geology from the University of Leicester and a PhD from the University of Leeds and is a Member of the
Australasian Institute of Mining and Metallurgy, a Fellow of the Geological Society of London, a Fellow of the Australian
Institute of Geoscientists and a Member of the Australian Institute of Company Directors.
He has worked in Australia, West Africa, Canada, USA and Europe, initially for LionOre Mining International Limited and
WMC Resources Limited at various locations including Kalgoorlie, Kambalda, St.Ives, LionOre's nickel and gold mines
throughout Western Australia, the East Kimberley, and Stawell in Victoria. His more recent experience, as Managing
Director of Sirius, S2 Resources and as a director of private Canadian company True North Nickel, has been predominantly
in Western Australia (the Fraser Range including Nova-Bollinger, and the Polar Bear project in the Eastern Goldfields),
Quebec (the Raglan West nickel project), British Columbia, Sweden, Finland, and Nevada.
Positions held include various technical, operational, executive and board positions including Executive Chairman,
Managing Director, Chief Executive Officer, Executive Director, Non-Executive Director, Exploration Manager and Chief
Geologist.
Dr Bennett is a two times winner of the Association of Mining and Exploration Companies "Prospector Award" for his
discoveries which include the Thunderbox gold mine, the Waterloo nickel mine and most recently the world class Nova-
Bollinger nickel-copper mine.
In addition to his technical expertise, Dr Bennett is very experienced in corporate affairs, equity capital markets, investor
relations and community engagement and led Sirius from prior to the discovery of Nova through feasibility, financing,
permitting and construction, and through the schemes of arrangement to merge with Independence and to demerge S2.
Other Directorships
Chairman of Falcon Metals since September 2021.
Former Directorships in the Last Three Years
Non-Executive Director of Todd River Resources Ltd November 2018 to 22 September 2022
Number of interests in shares and options held in S2 Resources Ltd
Options
14,000,000
Shares
5,560,784
Annual Report 2024
Directors Report (cont)
35
Jeff Dowling – Non- Executive Director
Experience and Expertise
Mr Dowling was Sirius’ Non-Executive Chairman until 21 September 2015 and is a highly experienced corporate leader
with 36 years' experience in professional services with Ernst & Young. Mr Dowling held numerous leadership roles
within Ernst & Young which focused on the mining, oil and gas and other industries.
His professional expertise centres around audit, risk and financial management derived from acting as lead partner on
large public company audits, capital raisings and corporate transactions. Mr Dowling's career with Ernst & Young
culminated in his appointment as Managing Partner of the Ernst & Young Western Region for a period of 5 years.
Mr Dowling has a Bachelor of Commerce from the University of Western Australia and is a fellow of the Institute of
Chartered Accountants, the Australian Institute of Company Directors and the Financial Services Institute of Australasia.
Mr Dowling is the Chairman of the Group’s Audit & Risk Committee and Chairman of the Remuneration & Nomination
Committee which was formed on 19 July 2016.
Other Directorships
Non-Executive Director of NRW Holdings Ltd since 22 August 2013.
Non-Executive Director of Fleetwood Corporation Ltd since 1 July 2017.
Non-Executive Chairman of Arrow Minerals Ltd since 15 December 2023.
Former Directorships in the Last Three Years
Non-Executive Director of Battery Minerals since 21 June 2019 to 4 September 2023.
Number of interests in shares and options held in S2 Resources Ltd
Options
5,750,000
Shares
700,000
Anna Neuling – Non-Executive Director
Experience and Expertise
Ms Neuling was the Company Secretary and Chief Financial Officer of Sirius Resources NL from the company's inception
in 2009 until 22 September 2013 where she was appointed as Executive Director – Corporate and Commercial until its
merger with Independence Group that occurred on 21 September 2015.
Ms Neuling worked at Deloitte in London and Perth prior to joining LionOre Mining International Limited in 2005, until
its takeover by Norilsk Nickel. She holds a degree in mathematics from the University of Newcastle (UK).
She is a Fellow of the Institute of Chartered Accountants in England and Wales and has held a number of senior executive
positions in the resources industry, including CFO and Company Secretarial roles at several listed companies.
Ms Neuling is a member of the Group’s Audit & Risk Committee and Remuneration & Nomination Committee which was
formed on 19 July 2016.
Other Directorships
Non-Executive Director of MLG OZ Ltd since 23 March 2021, Interim Chair since 21 April 2023.
Non-Executive Chair of Tombador Iron Resources Ltd since 25 September 2020.
Former Directorships in the Last Three Years
Non-Executive Director of CZR Resources Ltd from 2 November 2020 to 10 September 2021.
Number of interests in shares and options held in S2 Resources Ltd
Options
6,250,000
Shares
799,875
Annual Report 2024
Directors Report (cont)
36
Meetings of Directors
The number of meetings of the Board and of each Board Committee held during the year ended 30 June 2024 and the
number of meetings attended by each Director were:
Directors’
Meetings
Audit & Risk Committee
Remuneration & Nomination
Committee
Director
Meeting
Held
Meetings
attended
Meeting
Held
Meetings
attended
Meeting
Held
Meetings
attended
Mark Bennett (i)
8
8
2
2
2
2
Anna Neuling
8
8
2
2
2
2
Jeff Dowling
8
8
2
2
2
2
(i)
Mark Bennett attended the Audit & Risk Committee meetings and the Remuneration & Nomination Committee Meetings by
invitation he is not a member of either committee.
Indemnifying of Officers or Auditor
During the year the Group paid a premium in respect of insuring Directors and Officers of the Group against liabilities
incurred as a Director or Officer. The insurer shall pay on behalf of the Group or each Director or Officer all losses for
which the Director or Officer is not indemnified by the Group arising from a claim against a Director or Officer individually
or collectively.
The Group had not, during or since the financial year, indemnified or agreed to indemnify the auditor of the Group against
a liability incurred as an auditor.
Options & Rights
Unissued ordinary shares of the Company under options or rights at 30 June 2024 are as follows:
Options
Number
Grant Date
Expiry Date
Exercise Price $
200,000
27/08/2020
26/08/2024
0.30
2,000,000
05/10/2020
04/10/2024
0.39
7,350,000
17/11/2020
16/11/2024
0.38
10,300,000
12/11/2021
11/11/2025
0.29
300,000
19/04/2022
18/04/2026
0.25
200,000
28/04/2022
27/04/2026
0.23
8,100,000
21/10/2022
20/10/2026
0.20
3,350,000
09/09/2023
08/09/2027
0.25
10,000,000
15/11/2023
08/09/2027
0.25
There were no shares issued since the end of the financial year on the exercise of options. No person entitled to exercise
an option had or has any rights by virtue of the option to participate in any share issue of any other body corporate.
Annual Report 2024
Directors Report (cont)
Remuneration Report (audited)
This Remuneration Report, which has been audited, outlines the Key Management Personnel (as defined in AASB 124
Related Party Disclosures) (“KMP”) remuneration arrangements for the Group, in accordance with the requirements of
the section 308 (3c) of the Corporations Act 2001 and its Regulations.
The KMP covered in this remuneration report are:
•
Mark Bennett – Executive Chairman
•
Anna Neuling – Non-Executive Director
•
Jeff Dowling – Non-Executive Director
The principles adopted have been approved by the Board and have been set out in this Remuneration Report. This
audited Remuneration Report is set out under the following main headings:
1.
Principles used to determine the nature and amount of remuneration
2.
Details of remuneration
3.
Service agreements
4.
Share-based compensation
The information provided under headings 1 to 4 above includes remuneration disclosures that are required under
Accounting Standard AASB 124, Related Party Disclosures.
1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and
appropriate for the results delivered. The framework which has been set out in detail under the remuneration structure
in this Remuneration Report aligns executive reward with achievement of strategic objectives and the creation of value
for shareholders, it conforms to market best practice for delivery of reward. The Board ensures that executive reward
satisfies the following key criteria for good reward governance practices:
competitiveness and reasonableness;
aligns shareholders and executive interests;
performance based and aligned to the successful achievement of strategic and tactical business objectives;
and
transparency.
Executive Directors
Remuneration to Executive Directors reflects the demands which are made on, and the responsibilities of, the Executive
Directors. Executive Directors’ remuneration is reviewed annually to ensure it is appropriate and in line with the market.
There are no retirement allowances or other benefits paid to Executive Directors other than superannuation guarantee
amounts as required.
The executive remuneration and reward framework has three components:
base pay;
share-based payments; and
other remuneration such as superannuation and long service leave.
The combination of these comprises the Executive Director's total remuneration.
37
Annual Report 2024
Directors Report (cont)
Remuneration Report (audited) (cont)
38
1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION (CONT)
Fixed remuneration, consisting of base salary and superannuation will be reviewed annually by the Remuneration &
Nomination Committee, based on individual contribution to corporate performance and the overall relative position of
the Group to its market peers.
Non - Executive Directors
Remuneration to Non-Executive Directors reflects the demands which are made on, and the responsibilities of, the Non-
Executive Directors. Non-Executive Directors’ remuneration is reviewed annually. The maximum aggregate for annual
cash remuneration of Non-Executive Directors is $300,000 and was approved by shareholders prior to the demerger of
the Company from Independence Group NL (formerly Sirius Resources NL) on 21 September 2015.
From 1 July 2023 to 30 June 2024, exclusive of superannuation guarantee the annual cash remuneration for the Non-
Executive Directors was $148,250 per annum.
Company Performance
As an exploration company, the Board does not consider the operating loss after tax as one of the performance indicators
when implementing an incentive based remuneration policy. The Board considers that identification and securing of new
business growth opportunities, the success of exploration and, if appropriate, feasibility activities, safety and
environmental performance, the securing of funding arrangements and responsible management of cash resources and
the Company’s other assets are more appropriate performance indicators to assess the performance of management at
this stage of the company’s development.
Short-term incentives
To align the remuneration of employees with the company aim of responsible management of cash resources, there were
no short-term incentives paid or proposed to be paid for the year ended 30 June 2024. The company’s approach with
regard to the use of short-term cash incentives will be assessed by the Remuneration & Nomination Committee on an
ongoing basis as the company evolves.
Long-term incentives
To align the board and management with shareholder’s interests and with market practices of peer companies and to
provide a competitive total remuneration package, the Board introduced a long-term incentive (“LTI”) plan to motivate
and reward Executives and Non-Executive Directors. The LTI is provided as options over ordinary shares of the Company
under the rules of the Employee Share Option Plan.
The table below shows the losses and earnings per share of the Company for the last five financial years.
2024
2023
2022
2021
2020
Net loss
(8,190,632)
(6,755,677)
(7,365,625)
(7,234,407)
(7,475,048)
Share price at year end
(cents)
9
13
14
13
9.3
Loss per share (cents)
(1.89)
(1.81)
(2.11)
(2.34)
(3.02)
Annual Report 2024
Directors Report (cont)
Remuneration Report (audited) (cont)
39
2. DETAILS OF REMUNERATION
The amount of remuneration paid and entitlements owed to KMP is set out below.
Year Ended 30 June 2024
CASH REMUNERATION AND ENTITLEMENTS
Cash remuneration
2024
Salary
Termination
payment
Post–
employment
benefits
(superannuation)
Movement in
annual leave
entitlement
owing
Movement in
long service
leave
entitlement
Total cash
payments and
entitlements
$
$
$
$
$
$
Directors
M Bennett
325,000
27,399
6,250
6,330
364,979
A Neuling
65,000
7,150
-
-
72,150
J Dowling (i)
83,250
-
-
-
83,250
473,250
-
34,549
6,250
6,330
520,379
(i)
Salary paid in lieu of superannuation as employer shortfall exception certificate in place.
Year Ended 30 June 2023
CASH REMUNERATION AND ENTITLEMENTS
Cash remuneration
2023
Salary
Termination
payment
Post–
employment
benefits
(superannuation)
Movement in
annual leave
entitlement
owing
Movement in
long service
leave
entitlement
Total cash
payments and
entitlements
$
$
$
$
$
$
Directors
M Bennett (i)
318,125
25,292
(18,030)
33,255
358,642
A Neuling
69,229
7,226
(4,175)
-
72,280
J Dowling (ii)
82,875
-
-
-
82,875
Other Key
Management
Personnel
M Keane (iii)
33,478
324,767
6,323
(20,653)
-
343,915
503,707
324,767
38,841
(42,858)
33,255
857,712
(i)
Dr Bennett has taken unpaid leave in the financial year. His remuneration package is still as per the summary of his
service agreement provided below.
(ii)
Salary paid in lieu of superannuation as employer shortfall exception certificate in place.
(iii) Redundant 12 August 2022 with 12 months payment in lieu of notice as per service agreement below.
Annual Report 2024
Directors Report (cont)
Remuneration Report (audited) (cont)
40
DETAILS OF REMUNERATION (CONT)
2024 TOTAL REMUNERATION
Total cash
payments and
entitlements
Options
issued
Total
LTI
% of
remuneration
$
$
$
Directors
M Bennett
364,979
445,097
810,076
55%
A Neuling
72,150
206,171
278,321
74%
J Dowling
83,250
206,171
289,421
71%
520,379
857,439
1,377,818
2023 TOTAL REMUNERATION
Total cash
payments and
entitlements
Options
issued
Total
LTI
% of
remuneration
$
$
$
Directors
M Bennett
358,642
219,136
577,778
40%
A Neuling
72,279
73,045
145,324
50%
J Dowling
82,875
73,045
155,920
47%
Other Key Management Personnel
M Keane
343,916
-
343,916
-
857,712
365,226
1,222,938
There were no non-monetary benefits other than options paid to the Directors or KMP for the year ended 30 June 2024.
3. SERVICE AGREEMENTS
For the year ended 30 June 2024, the following service agreements were in place with the Directors and KMP of S2:
On 4 September 2015, an Executive Services Agreement was entered into between the Company and Managing Director
and Chief Executive Officer Mark Bennett. Under the terms of the Agreement:
•
Dr Bennett was paid a remuneration package of $325,000 per annum base salary plus statutory superannuation.
•
Under the general termination of employment provision, the Company may terminate the Agreement by giving
Dr Bennett twelve months’ notice or payment in lieu of notice.
•
Under the general termination of employment provision, Dr Bennett may terminate the Agreement by giving
the Company three months’ notice.
•
The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On
termination with cause, the Executive is not entitled to any payment.
On 3 April 2020, a Change of Role letter was entered into between the Company and Mark Bennett which changed his
role from Managing Director and Chief Executive Officer to Executive Chairman. All other terms remained in line with his
Executive Services Agreement.
Annual Report 2024
Directors Report (cont)
Remuneration Report (audited) (cont)
41
3. SERVICE AGREEMENTS (CONT)
On 10 September 2015, a letter of appointment was entered into between the Company and Non-Executive Chairman
Jeff Dowling. Under the terms of the Agreement:
•
Mr Dowling was paid a remuneration package of $75,000 per annum base salary plus statutory superannuation.
•
Under the general termination of employment provision, either party may terminate the Agreement by the
giving of written notice.
On 3 April 2020, a Change of Role Letter was entered into between the Company and Jeff Dowling which changed his role
from Non-Executive Chairman to Non-Executive Director. All other terms remained in line with his letter of appointment.
On 4 September 2015, an Executive Services Agreement was entered into between the Company and Executive Director
Anna Neuling. Under the terms of the Agreement as Executive Director:
•
Ms Neuling was appointed as Executive Director, including the role of Company Secretary.
•
Ms Neuling was paid a remuneration package of $120,000 per annum comprising a base salary plus statutory
superannuation for work on a part time basis (based on $300,000 full time equivalent).
•
Under the general termination of employment provision, the Company may terminate the Agreement by giving
Ms Neuling twelve months’ notice or payment in lieu of notice.
•
Under the general termination of employment provision, Ms Neuling may terminate the Agreement by giving
the Company three months’ notice.
•
The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On
termination with cause, the Executive is not entitled to any payment.
Ms Neuling resigned in line with the terms of the Agreement on 31 July 2022.
On 1 August 2022, a letter of appointment was entered into between the Company and Non-Executive Director Anna
Neuling. Under the terms of the Agreement:
•
Ms Neuling was paid a remuneration package of $65,000 per annum base salary plus statutory superannuation.
•
Under the general termination of employment provision, either party may terminate the Agreement by the
giving of written notice.
4. SHARE-BASED COMPENSATION
Option holdings
The numbers of options in the Company held during the year ended by each KMP of S2, including their related parties,
are set out below:
2024
Balance at
the start
of the year
Granted
during the
year
Expired
during the
year
Balance at
year end
vested &
exercisable
Balance at
the year
ended
unvested
Total
balance at
the year
end
Director
M Bennett
15,000,000
5,000,000
6,000,000
9,000,000
5,000,000
14,000,000
A Neuling
8,250,000
2,500,000
4,500,000
3,750,000
2,500,000
6,250,000
J Dowling
6,250,000
2,500,000
3,000,000
3,250,000
2,500,000
5,750,000
29,500,000
10,000,000
13,500,000
16,000,000
10,000,000
26,000,000
As at 30 June 2024, the number of options that have vested and exercisable were 18,500,000.
The option terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and
other KMP in the year ended or future reporting years are as follows:
Annual Report 2024
Directors Report (cont)
Remuneration Report (audited) (cont)
42
Series
Grant Date
Expiry date
Exercise
price
$
Fair value per
option
$
Vested
%
15
05 Oct 2020
4 Oct 2024
0.39
0.14
100%
16
17 Nov 2020
16 Nov 2024
0.38
0.14
100%
17
12 Nov 2021
11 Nov 2025
0.29
0.13
100%
20
16 Nov 2022
20 Oct 2026
0.20
0.11
100%
21
15 Nov 2023
09 Sep 2023
0.25
0.11
*
*Options vest a year after grant date.
Options issued in the year were priced using a Black-Scholes option pricing model using the inputs below:
Series 21
Grant date share price
0.18
Exercise price
0.25
Expected volatility
100%
Option life
4 years
Dividend yield
0.00%
Fair Value
0.111
Interest rate
4.17%
5. SHARE-BASED COMPENSATION (CONT)
Shareholdings
The numbers of shares in the Company held during the year ended by each KMP of S2, including their related parties, are
set out below:
2024
Balance at the
start of the year
Other changes during
the year
Balance for
the year
ended
Directors
M Bennett
5,560,784
-
5,560,784
A Neuling
799,875
-
799,875
J Dowling
700,000
-
700,000
7,060,659
-
7,060,659
There were no shares granted to KMP’s during the reporting year as remuneration.
Use of remuneration consultants
No remuneration consultants were engaged or used for the Group during the year ended 30 June 2024.
Annual Report 2024
Directors Report (cont)
Remuneration Report (audited) (cont)
43
Voting and comments made at the Company's Annual General Meeting
At the 2023 Annual General Meeting, the resolution to adopt the Remuneration Report for the year ended 30 June 2023
was passed on a poll with 99.52% of votes cast on the poll voting “For” the resolution to adopt the Remuneration Report.
The Company did not receive any specific feedback at the Annual General Meeting regarding its remuneration practices.
Share trading policy
The trading of shares issued to participants under any of the Group’s employee equity plans is subject to, and conditional
upon, compliance with the Group’s employee share trading policy as per the Group’s Corporate Governance Policy.
Directors and executives are prohibited from entering into any hedging arrangements over options under the Group’s
employee option plan. The Group would consider a breach of this policy as gross misconduct which may lead to
disciplinary action and potentially dismissal.
This concludes the Remuneration Report, which has been audited.
Annual Report 2024
Directors Report (cont)
Proceedings on behalf of the Group
No person had applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking
responsibility on behalf of the Group for all or part of those proceedings. No proceedings had been brought or intervened
in on behalf of the Group with leave of the court under section 237 of the Corporations Act 2001.
Audit Services
During the year ended 30 June 2024, $46,000 was paid or is payable for audit services provided by the auditors. There
were no non-audit services performed during the financial year.
Auditor’s Independence Declaration
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out
on page 77 of this report.
Corporate Governance
The Directors support and adhere to the principles of corporate governance, recognising the need for the highest
standard of corporate behaviour and accountability.
Signed in accordance with a resolution of the Board of Directors.
Mark Bennett
Executive Chairman
Melbourne
06 September 2024
44
Annual Report 2024
Annual Financial Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 30 June 2024
Notes
30 June
2024
$
30 June
2023
*Restated
$
Other income
469,037
129,554
Corporate salaries and wages
(534,589)
(836,092)
Consulting and legal fees
(213,875)
(254,791)
Share and company registry
(129,289)
(129,889)
Rent, insurance and variable outgoings
(119,377)
(93,391)
Business development
(510,116)
(182,075)
Travel expenditure
(141,581)
(81,352)
Depreciation expense
(138,957)
(147,734)
Share-based payments
12
(1,239,643)
(779,846)
Gain on sale of exploration permit
35,728
179,421
Foreign exchange (losses)/gains and bank charges
(7,128)
51,089
Finance cost of Lease Liability
(5,702)
(5,784)
Exploration expenditure expensed as incurred
(5,184,662)
(4,066,519)
Loss before income tax from continuing operations
(7,720,154)
(6,217,409)
Income tax benefit/(expense)
4
-
-
Loss after income tax from continuing operations
(7,720,154)
(6,217,409)
Loss after income tax from discontinued operations
(470,478)
(538,268)
Loss for the year
(8,190,632)
(6,755,677)
Other comprehensive income
Items that will not be reclassified to profit or loss
Changes in the fair value of Investments at fair value through other
comprehensive income
6
(676,455)
(1,182,178)
Items that may be classified to profit or loss
Exchange differences on translation of foreign operations
21,682
20,090
Total comprehensive (loss) for the year attributable to the members
of S2 Resources Ltd
(8,845,405)
(7,917,765)
Loss per share for loss attributable to the members of S2 Resources
Ltd
Basic loss per share (cents) from continuing operations
(1.78)
(1.78)
Basic loss per share (cents) from discontinued operations
(0.11)
(0.11)
Basic loss per share (cents)
(1.89)
(1.81)
*Restated to include discontinued operations
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
45
Annual Report 2024
Annual Financial Report (cont)
46
Consolidated Statement of Financial Position
as at 30 June 2024
Notes
30 June
2024
$
30 June
2023
$
CURRENT ASSETS
Cash and cash equivalents
5
5,322,413
5,767,312
Restricted cash
5
399,358
340,389
Trade and other receivables
304,201
129,685
Financial assets held at fair value through other comprehensive income
6
76,083
752,539
Asset Held for Sale
7
990,962
-
TOTAL CURRENT ASSETS
7,093,017
6,989,925
NON-CURRENT ASSETS
Exploration and evaluation
7
1,709,898
2,426,570
Property, plant and equipment
104,570
119,743
Right-of-use assets
79,618
148,840
TOTAL NON-CURRENT ASSETS
1,894,086
2,695,153
TOTAL ASSETS
8,987,103
9,685,078
CURRENT LIABILITIES
Trade and other payables
9
615,428
503,482
Liabilities associated with Asset Held for Sale
9
26,700
-
Lease liabilities
46,516
74,672
Provisions
82,911
68,013
TOTAL CURRENT LIABILITIES
771,555
646,167
NON CURRENT LIABILITIES
Lease liabilities
43,705
85,139
Provision for long service leave
82,798
73,437
TOTAL NON CURRENT LIABILITIES
126,503
158,576
TOTAL LIABILITIES
898,058
804,743
NET ASSETS
8,089,045
8,880,335
EQUITY
Share capital
10
78,725,836
71,911,364
Reserves
11
2,382,563
2,599,278
Accumulated losses
(73,019,354)
(65,630,307)
TOTAL EQUITY
8,089,045
8,880,335
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
Annual Report 2024
Annual Financial Report (cont)
47
Consolidated Statement of Changes in Equity
for the year ended 30 June 2024
Attributable to equity holders of the Group
in $ dollars
Share
capital
Share based
payment
Reserves
Other
Reserve
Foreign
Currency
Translation
Reserve
Fair Value Other
Comprehensive Income
(“FVOCI”) Reserve
Accumulated
losses
Total
Balance at 1 July 2023
71,911,364
4,069,570
144,517
341,792
(1,956,601)
(65,630,307)
8,880,335
Loss for the year
-
-
-
-
-
(8,190,632)
(8,190,632)
Other comprehensive income
-
-
-
21,682
(676,455)
-
(654,773)
Total comprehensive loss for the period
-
-
-
21,682
(676,455)
(8,190,632)
(8,845,405)
Transactions with owners, recorded directly in
equity
Contributions by and distributions to owners
Issue of share capital
7,250,300
-
-
-
-
-
7,250,300
Capital raising costs
(435,828)
-
-
-
-
-
(435,828)
Share-based payment transactions
-
1,239,643
-
-
-
-
1,239,643
Transfer of lapsed and expired options value to
accumulated losses
-
(801,585)
-
-
-
801,585
-
Total contributions by and distributions to owners
6,814,472
438,058
-
-
-
801,585
8,054,115
Balance at 30 June 2024
78,725,836
4,507,628
144,517
363,474
(2,633,056)
(73,019,354)
8,089,045
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Annual Report 2024
Annual Financial Report (cont)
48
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
Attributable to equity holders of the Group
in $ dollars
Share
capital
Share based
payment
Reserves
Other
Reserve
Foreign
Currency
Translation
Reserve
Fair Value Other
Comprehensive
Income (“FVOCI”)
Reserve
Accumulated
losses
Total
Balance at 1 July 2022
65,831,625
3,388,852
144,517
321,702
(774,423)
(58,973,759)
9,938,514
Loss for the year
-
-
-
-
-
(6,755,677)
(6,755,677)
Other comprehensive income
-
-
-
20,090
(1,182,178)
-
(1,162,088)
Total comprehensive loss for the period
-
-
-
20,090
(1,182,178)
(6,755,677)
(7,917,765)
Transactions with owners, recorded directly in
equity
Contributions by and distributions to owners
Issue of share capital
6,455,500
-
-
-
-
-
6,455,500
Capital raising costs
(375,761)
-
-
-
-
-
(375,761)
Share-based payment transactions
-
779,847
-
-
-
-
779,847
Transfer of lapsed and expired options value to
accumulated losses
-
(99,129)
-
-
-
99,129
-
Total contributions by and distributions to owners
6,079,739
680,718
-
-
-
99,129
6,859,586
Balance at 30 June 2023
71,911,364
4,069,570
144,517
341,792
(1,956,601)
(65,630,307)
8,880,335
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Annual Report 2024
Annual Financial Report (cont)
49
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
Notes
30 June
2024
$
30 June
2023
$
Cash flows from operating activities
Cash paid to suppliers and employees for corporate activities
(1,546,061)
(1,602,026)
Cash paid to suppliers and employees for exploration activities
(5,670,987)
(4,404,447)
Interest received
266,066
80,704
Interest and other finance costs paid
(11,401)
(10,063)
Net cash used in operating activities
15
(6,962,383)
(5,935,832)
Cash flows from investing activities
Payment of property, plant and equipment
(53,888)
(74,491)
Payments of exploration activities capitalised
(59,597)
-
Proceeds from sale of assets
1,199
51,932
Proceeds from sale of tenement
35,728
179,421
Proceeds from sale of investments
147,360
172,700
Net cash (used in)/derived from investing activities
70,802
329,562
Cash flows from financing activities
Proceeds from issue of shares
7,000,000
6,413,500
Share issue transaction costs
(435,828)
(375,761)
Repayment of Borrowings
(74,249)
(95,572)
Receipts/(Payments) for cash backed guarantees
(43,300)
(33,546)
Cash from financing activities
6,446,623
5,908,621
Net increase in cash and cash equivalents
(444,958)
302,351
Effects of exchange rate changes on cash and cash equivalents
59
53,346
Cash and cash equivalents at 1 July 2023
5,767,312
5,411,615
Cash and cash equivalents at 30 June 2024
5
5,322,413
5,767,312
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Annual Report 2024
50
Notes to the Consolidated Financial Statements
for the year ended 30 June 2024
S2 Resources Ltd (“Company” or “S2”) is a company incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange. The consolidated financial statements of the Group as at and for the year ended to 30
June 2024 comprise the Company and its subsidiaries (together referred to as the “Group” or “consolidated entity” and
individually as a “Group entity”).
The separate financial statements of the parent entity, S2 Resources Ltd, have not been presented within this financial
report. Summary parent information has been included in Note 20.
The financial statements were authorised for issue on 19 September 2024 by the Directors of the Company.
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES
(a)
Basis of preparation
The financial report is a general-purpose financial report that has been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian
Accounting Standards Board (“AASB”) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions, events and conditions to which they apply. The financial
statements and notes also comply with International Financial Reporting Standards as issued by the International
Accounting Standard Board (IASB). Material accounting policies adopted in the preparation of this financial report are
presented below. They have been consistently applied unless otherwise stated.
The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. The consolidated
financial statements have been prepared on a going concern basis which contemplates the continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or OCI.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in Note 1(a)(iii).
(i)
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments and assessing their performance.
(ii)
Adoption of new and revised Accounting Standards
The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the AASB
that are mandatory for the current reporting year. The adoption of these Accounting Standards and Interpretations did
not have any material impact on the financial performance or position of the consolidated entity.
Annual Report 2024
51
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONT)
(a)
Basis of preparation (cont)
(iii)
Use of estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates
in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates
and assumptions on historical experience and on other various factors, including expectations of future events, that it
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year
are discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the
terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to
equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the
next annual reporting period but may impact profit or loss and equity. Refer to Note 12.
Exploration and evaluation costs
Exploration and evaluation costs for each area of interest in the early stages of the project life are expensed as they are
incurred except for acquisition costs, until they satisfy the requirements that are stated below.
Exploration and evaluation costs are capitalised in an identifiable area of interest upon announcement of a JORC 2012
compliant resource and costs will be amortised in proportion to the depletion of the mineral resources at the
commencement of production. Key judgements are applied in considering costs to be capitalised which includes
determining expenditures directly related to these activities and allocating overheads between those that are expensed
and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful
development or sale of the relevant mining interest. Factors that could impact the future commercial production at the
mine include the level of reserves and resources, future technology changes, which could impact the cost of mining,
future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be
recoverable in the future, they will be written off in the period in which this determination is made.
(iv)
Principles of consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by S2 at the end
of the reporting year. A controlled entity is any entity over which S2 has the ability and right to govern the financial and
operating policies to obtain benefits from the entity’s activities.
Where controlled entities have entered or left the Group during the year, the financial performance of those entities is
included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 21 to
the financial statements.
In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the
consolidated Group have been eliminated in full on consolidation.
Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported
separately within the equity section of the Consolidated Statement of Financial Position and the Consolidated Statement
of Profit or Loss and Other Comprehensive Income. The non-controlling interests in the net assets comprise their
interests at the date of the original business combination and their share of changes in equity since that date.
Annual Report 2024
52
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONT)
(b)
Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). The consolidated financial statements
are presented in the Australian dollar ($), which is the Company’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally
recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net
investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within
finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis
within other income or other expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchanges rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are
reported as part of the fair value gain or loss. For example, translation difference on non-monetary assets and liabilities
such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss
and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are
recognised in other comprehensive income.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency
as follows:
•
assets and liabilities for each statement of financial position presented are translated at the closing rate at the
date of that statement of financial position,
•
income and expenses for each statement of profit or loss and statement of comprehensive income are translated
at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the dates of the
transactions), and
•
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of
borrowings and other financial instruments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are
repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rate.
(c)
Revenue Recognition
Interest income is recognised on a time proportion basis using the effective interest method.
Annual Report 2024
53
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONT)
(d)
Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial
statements, and to unused tax losses.
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial
statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the
assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for
each jurisdiction.
The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure
the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial
recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary
differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not
affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities
are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in
equity.
(e)
Impairment of Assets
At each reporting date, the Group reviews the carrying values of its tangible assets to determine whether there is any
indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset being
the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value.
Any excess of the asset’s carrying value over its recoverable amount is expensed to the Consolidated Statement of Profit
or Loss and Other Comprehensive Income. Where it is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.
(f)
Cash and Cash Equivalents
For the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term, highly liquid investments that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value.
Annual Report 2024
54
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONT)
(g)
Exploration and Evaluation
(i) Exploration and evaluation assets acquired
Exploration and evaluation assets comprise of acquisition of mineral rights (such as joint ventures) and fair value (at
acquisition date) of exploration and expenditure assets from other entities. As the assets are not yet ready for use they
are not depreciated. Exploration and evaluation assets are assessed for impairment if:
•
the period for which the Group has the right to explore in the specific area has expired during the period or will
expire in the near future, and is not expected to be renewed; or
•
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is
neither budgeted nor planned; or
•
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of
commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in
the specific area; or
•
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying
amount of the exploration and evaluation asset is unlikely to be recovered in full, from successful development
or by sale; or
•
other facts and circumstances suggest that the carrying amount exceeds the recoverable amount.
Once the technical feasibility and commercial viability of the assets are demonstrable, exploration and evaluation
assets are first tested for impairment and then reclassified to mine properties as development assets.
(ii) Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred is expensed in respect of each identifiable area of interest until such a
time where a JORC 2012 compliant resource is announced in relation to the identifiable area of interest. These costs are
only carried forward to the extent that they are expected to be recouped through the successful development of the area
or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of
economically recoverable reserves.
When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then
any capitalised exploration and evaluation expenditure is reclassified as capitalised mine development.
Prior to reclassification, capitalised exploration and evaluation expenditure is assessed for impairment annually in
accordance with AASB 6. Where impairment indicators exist, recoverable amounts of these assets will be estimated
based on discounted cash flows from their associated cash generating units.
The Statement of Profit or Loss and Other Comprehensive Income will recognise expenses arising from excess of the
carrying values of exploration and evaluation assets over the recoverable amounts of these assets.
In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value,
accumulated costs carried forward are written off in the period in which that assessment is made. Each area of interest
is reviewed at the end of each accounting period and accumulated costs are written off to the extent that they will not
be recoverable in the future.
(h)
Interest in Joint Ventures
The Group accounts for 100% of the assets, liabilities and expenses of joint venture activity. These have been
incorporated in the financial statements.
Annual Report 2024
55
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONT)
(i)
Employee Benefits
(i) Equity Settled Compensation
The Group operates equity-settled share-based payment employee share and option schemes. The fair value of the equity
to which employees become entitled is measured at grant date and recognised as an expense over the vesting period,
with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The
fair value of options is ascertained using a Black–Scholes pricing model which incorporates all market vesting conditions.
The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount
recognised for services received as consideration for the equity instruments granted shall be based on the number of
equity instruments that eventually vest.
(ii) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to
be settled within 12 months after the end of the period in which the employees render the related service are recognised
in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be
paid when the liabilities are settled.
The liability for annual leave and accumulating sick leave is recognised in the provision for employee benefits. All other
short-term employee benefit obligations are presented as payables.
(iii) Other long-term employee benefit obligations
The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of
the period in which the employees render the related service is recognised in the provision for employee benefits and
measured as the present value of expected future payments to be made in respect of services provided by employees up
to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage
and salary levels, experience of employee departures and periods of service. Expected future payments are discounted
using market yields at the end of the reporting period on national government bonds with terms to maturity and currency
that match, as closely as possible, the estimated future cash outflows.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Employee Option Plan.
The fair value of options granted under the Employee Option Plan is recognised as an employee benefits expense with a
corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the
options granted, which includes any market performance conditions and the impact of any non-vesting conditions but
excludes the impact of any service and non-market performance vesting conditions.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The
total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected
to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any,
in profit or loss, with a corresponding adjustment to equity.
When the options are exercised, the Company transfers the appropriate amount of shares to the employee. The proceeds
received net of any directly attributable transaction costs are credited directly to equity.
(v) Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or when an
employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when
it is demonstrably committed to either terminating the employment of current employees according to a detailed formal
Annual Report 2024
56
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONT)
plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage
voluntary redundancy.
Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.
(j)
Issued Capital
Ordinary shares are classified as equity. Costs associated with capital raisings (exclusive of GST) directly attributable to
the issue of new shares or options are shown in equity as a deduction from the proceeds. If the entity reacquires its own
equity instruments, e.g. as the result of a share buy-back, those instruments are deducted from equity and the associated
shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly
attributable costs associated with capital raisings (net of income taxes) is recognised directly in equity.
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit / (loss) attributable to equity holders of the Group, excluding
during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and
the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
(k)
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as
part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.
(l)
Investments and other financial assets
Investments and other financial assets are recognised and derecognised on settlement date where the purchase or sale
of an investment is under a contract whose terms require delivery of the investment within the time frame established
by the market concerned. They are initially measured at fair value, net of transaction costs, except for those financial
assets classified as fair value through profit or loss, which are initially measured at fair value.
The Group classifies its financial assets in the following measurement categories:
•
Those to be measured subsequently at fair value (either through other comprehensive income (OCI), or
through profit or loss); or
•
Those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of
the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in
equity instruments that are not held for trading, the classification will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account for the equity investment at FVOCI.
Annual Report 2024
57
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONT)
(i) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded
derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal
and interest.
The Group subsequently measures all equity investments at fair value. The fair values of quoted investments are based
on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes
fair value by using valuation techniques. These include reference to the fair values of recent arm’s length transactions,
involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and
pricing models to reflect the issuer’s specific circumstances.
Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is
no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.
Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to
receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported
separately from other changes in fair value.
(ii) Impairment
The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial
assets is impaired. For trade and other receivables, the Group applies the simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables. The expected credit losses
on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience.
(m)
New Accounting Standards and Interpretations not yet mandatory or early adopted
The Group has adopted all standards which became effective for the first time for the year ended 30 June 2024. The
adoption of any new accounting standards applicable to the Group has not had a material impact on the financial
statements.
The Group has chosen not to early-adopt any accounting standards that have been issued but are not yet effective. The
impact of accounting standards that have been issued, but are not yet effective, is not material to these financial
statements.
(n)
Discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for
sale and that represents a separate major line of business or geographical area of operations, is part of a single co-
ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a
view to resale. The results of discontinued operations are presented separately on the face of the statement of profit or
loss and other comprehensive income.
Annual Report 2024
58
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 2. FINANCIAL RISK MANAGEMENT
The Group’s financial instruments consist mainly of deposits with banks, lease liabilities and accounts receivable and
payable.
The Group's activities expose it to a variety of financial risks; market risk (including fair value interest rate risk and price
risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management program focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of
the Group. Risk management is carried out by the Board of Directors under policies approved by the Board. The Board
identifies and evaluates financial risks and provides written principles for overall risk management.
The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, and
liquidity risk, credit risk and price risk.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of
changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily
to the Group’s Australian Dollar current and non-current debt obligations with floating interest rates. The Group is also
exposed to interest rate risk on its cash and short term deposits.
2024
Financial Instruments
Floating
interest rate
Fixed interest
rate maturing in
1 year or less
Fixed interest
rate maturing
between 1 and
2 years
Non-interest
bearing
Total
Weighted
average
effective
interest rate
$
$
$
$
$
%
(i) Financial assets
Available cash on hand
2,048,676
3,000,000
-
273,737
5,322,413
4.60
Restricted cash
-
245,000
-
154,358
399,358
4.85
Total financial assets
2,048,676
3,245,000
-
428,095
5,721,771
(ii) Financial liabilities
Trade and other payables
-
-
-
615,428
615,428
Lease liabilities – current
-
46,516
-
-
46,516
Lease liabilities – non current
-
-
43,705
-
43,705
Total financial liabilities
-
46,516
43,705
615,428
705,649
2023
Financial Instruments
Floating
interest rate
Fixed interest
rate maturing in
1 year or less
Fixed interest
rate maturing
between 1 and
2 years
Non-interest
bearing
Total
Weighted
average
effective
interest rate
$
$
$
$
$
%
(i) Financial assets
Available cash on hand
1,805,758
3,000,000
-
961,554
5,767,312
4.18
Restricted cash
-
195,000
-
145,389
340,389
4.38
Total financial assets
1,805,758
3,195,000
-
1,106,943
6,107,701
(ii) Financial liabilities
Trade and other payables
-
-
-
503,482
503,482
Lease liabilities – current
-
74,672
-
-
74,672
Lease liabilities – non current
-
-
85,139
-
85,139
Total financial liabilities
-
74,672
85,139
503,482
663,293
Annual Report 2024
59
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 2. FINANCIAL RISK MANAGEMENT (CONT)
Net Fair Values
The net fair value of financial assets and liabilities approximate carrying values due to their short-term nature.
Sensitivity Analysis – Interest Rate Risk
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at the reporting date. This
sensitivity analysis demonstrates the effect on the current period results and equity which could result from a change in
interest rates.
30 June
2024
$
30 June
2023
$
Change in loss:
Increase by 1%
(20,487)
(18,058)
Decrease by 1%
20,487
18,058
Change in equity:
Increase by 1%
(20,487)
(18,058)
Decrease by 1%
20,487
18,058
Foreign exchange risk
Exposure
The Group holds foreign currency cash in Euro and US Dollar to operate in Finland and the United States. It also has
foreign currency receivables and payables in these countries which are exposed to foreign currency fluctuations. The
Group manages its foreign exchange risk and exposure by purchasing foreign currency for the following budget year and
reviews forecasted exchange rates by various banks on a monthly basis. The Group’s exposure to foreign currency risk
at the end of the reporting year, expressed in Australian dollar, was as follows:
Year ended 30 June 2024
EUR
$
USD
$
Total
$
Cash on hand
109,340
164,142
273,482
Restricted cash
67,519
46,839
114,358
Other receivables
1,972
6,300
8,272
Trade and other payables
(27,849)
(8,966)
(36,815)
150,982
208,315
359,297
Year ended 30 June 2023
EUR
$
USD
$
Total
$
Cash on hand
510,665
450,817
961,482
Restricted cash
68,593
46,796
115,389
Other receivables
10,596
-
10,596
Trade and other payables
(78,391)
(6,700)
(85,091)
511,463
490,913
1,002,376
Amounts recognised in profit or loss and other comprehensive income
Annual Report 2024
60
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 2. FINANCIAL RISK MANAGEMENT (CONT)
During the year ended, the following foreign-exchange related amounts were recognised in profit or loss and other
comprehensive income:
2024
2023
$
$
Amounts recognised in profit or loss
Net foreign exchange gain/(loss) included in other income/other
expenses
(59)
(55,368)
Total net foreign exchange (losses) recognised in loss before income tax
for the year
(59)
(55,368)
Net gains/(losses) recognised in other comprehensive income
Translation of foreign operations
(21,682)
(20,090)
Sensitivity
As shown in the table above, the Group is primarily exposed to changes in EUR/$exchange rates. The sensitivity of profit
or loss to changes in the exchange rates arises mainly from Euro and US dollar denominated financial instruments and
the impact on other components of equity arises from translation of foreign operations.
Impact on
post tax loss
Impact on
other
components
of equity
$
$
EUR/$ exchange rate – increase 10%*
(47,048)
(24,199)
EUR/$ exchange rate – decrease (10%)*
47,048
24,199
USD/$ exchange rate – increase 10%*
(232)
(5,649)
USD/$ exchange rate – decrease (10%)*
232 5,649
*Holding all other variables constant
LIQUIDITY RISK
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting
its obligations related to financial liabilities. Management monitors rolling forecasts of the Group’s cash reserves on the
basis of expected development, exploration and corporate cash flows. This ensures that the Group complies with prudent
liquidity risk management by maintaining sufficient cash and marketable securities and the availability of funding through
the equity markets to meet obligations when due.
Credit Risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and other receivables.
The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal
to the carrying amount of these instruments. The cash and cash equivalents are held with bank and financial institution
counterparties, which are rated AA- based on Standard and Poor’s rating agency.
The credit risk on other receivables is limited as it is comprised of prepayments and GST recoverable from the Australian
Taxation Office and tax authorities in Finland. The credit risk on liquid funds is limited because the counter party is a bank
with high credit rating. There are no receivable balances which are past due or impaired.
Annual Report 2024
61
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 2. FINANCIAL RISK MANAGEMENT (CONT)
Price risk
Exposure
The Group’s exposure to equity securities price risk arises from investments held by the Group and classified in the
statement of financial position as investments (see Note 6). The Group’s investment is publicly traded on the Australian
Stock Exchange (“ASX”).
The Group is not currently exposed to commodity price risk.
Sensitivity
The table below summarises the impact of increases/decreases of the investment’s share price on the Group’s equity
and post-tax loss for the year. The analysis is based on the assumption that the investment’s share price had increased
or decreased by 10% with all other variables held constant, and that the Group’s equity instrument moved in line with
the indexes.
Impact on
post tax loss
Impact on
post tax loss
Impact on
other
components
of equity
Impact on
other
components
of equity
2024
2023
2024
2023
$
$
$
$
ASX index – increase 10%
-
-
(7,608)
(75,254)
ASX index – decrease (10%)
-
-
7,608
75,254
There would be no impact on post tax loss as the Group does not recognise any financial assets at fair value through
profit or loss. Other components of equity would increase/decrease as a result of gains/losses on equity securities
classified as investments. As the fair value of investments would still be above cost, no impairment loss would be
recognised in profit or loss as a result of the decrease in the index.
Amounts recognised in statement of profit or loss and other comprehensive income
The amounts recognised in profit or loss and other comprehensive income in relation to the investments held by the
Group are disclosed in Note 6.
NOTE 3. SEGMENT INFORMATION
For management purposes, the Group has three reportable segments as follows:
•
Finland exploration activities, which includes exploration and evaluation of mineral tenements in Central
Lapland.
•
Australia exploration activities, which includes exploration and evaluation of mineral tenements in Western
Australia, New South Wales and Victoria.
•
Unallocated, which includes all other expenses that cannot be directly attributed to any of the segments above,
this includes the cost of storage of exploration equipment in the US.
Segment information that is evaluated by the Chief Operating Decision Marker (as defined by AASB 8 Operating
Segments) is prepared in conformity with the accounting policies adopted for preparing the financial statements of the
Group.
Annual Report 2024
62
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 3. SEGMENT INFORMATION (CONT)
SEGMENT RESULTS
Statement of profit or loss for the year ended 30 June 2024
Finland
exploration
activities
Australia
exploration
activities
Unallocated
Total
Other income
-
-
469,037
469,037
Corporate expenses
-
-
(997,130)
(997,130)
Business Development
-
-
(510,116)
(510,116)
Travel
-
-
(141,581)
(141,581)
Depreciation expense
-
-
(138,957)
(138,957)
Share-based payments
-
-
(1,239,643)
(1,239,643)
Other gain/(losses) - net
-
-
(7,128)
(7,128)
Gain on disposal of tenement
35,728
35,728
Finance Cost of Right of Use asset
-
-
(5,702)
(5,702)
Exploration expenditure expensed as incurred
(470,478)
(5,182,339)
(2,323)
(5,655,140)
Loss before income tax
(470,478)
(5,182,339)
(2,537,815)
(8,190,632)
Income tax expense
-
-
-
-
Loss after income tax for the year
(470,478)
(5,182,339)
(2,537,815)
(8,190,632)
Statement of profit or loss for the year ended 30 June 2023
Finland
exploration
activities
Australia
exploration
activities
Unallocated
Total
Other income
-
-
129,554
129,554
Corporate expenses
-
-
(1,314,163)
(1,314,163)
Business Development
-
-
(182,075)
(182,075)
Travel
-
-
(81,352)
(81,352)
Depreciation expense
-
-
(147,734)
(147,734)
Share-based payments
-
-
(779,847)
(779,847)
Other gain/(losses) - net
-
-
51,089
51,089
Gain on disposal of tenement
179,421
179,421
Finance Cost of Right of Use asset
-
-
(5,784)
(5,784)
Exploration expenditure expensed as incurred
(538,268)
(4,054,911)
(11,608)
(4,604,787)
Loss before income tax
(538,268)
(4,054,911)
(2,162,499)
(6,755,678)
Income tax expense
-
-
-
-
Loss after income tax for the year
(538,268)
(4,054,911)
(2,162,499)
(6,755,678)
Finland
exploration activities
Australia exploration
activities
Total
Exploration assets 2024
990,962
1,709,898
2,700,860
Exploration assets 2023
966,972
1,459,598
2,426,570
SEGMENT ASSETS AND LIABILITIES
The Group’s other assets (excluding exploration assets) are mostly attributable to the unallocated segment therefore
assets attributable to exploration in Finland and Australia is immaterial for disclosure.
Annual Report 2024
63
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 4. INCOME TAX
30 June
2024
$
30 June
2023
$
Recognised in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income
Current tax
-
-
Deferred tax
-
-
Under (over) provided in prior years
-
-
Total income tax benefit/(expense) per Consolidated Statement of Profit or
Loss and Other Comprehensive Income
-
-
Numerical reconciliation between tax expense and pre-tax net loss
Net loss before tax
(8,190,632)
(6,755,677)
Income tax benefit at 30% (2023: 30%)
(2,342,525)
(1,971,740)
Income tax expense / (benefit) for overseas entities (at various rates)
(76,480)
125,509
Increase in income tax due to:
Non-deductible expenses
327,238
238,916
Current year tax losses not recognised
2,168,427
1,670,070
Decrease in income tax due to:
Movement in unrecognised temporary differences
(76,660)
67,705
Capital losses recognised during the year
-
-
Capital losses utilised during the year
-
-
Tax losses utilised during the year
-
-
-
-
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following:
Previous year tax losses brought forward (1)
11,727,181
9,909,266
Tax revenue losses (2)
2,168,427
1,705,607
13,895,608
11,614,873
(1) Tax losses have been adjusted to reflect 2023 actual tax return.
(2) Net deferred tax assets have not been brought to account as it is not probable that within the immediate future tax profits
will be available against which deductible temporary differences and tax losses can be utilised.
NOTE 5. CASH AND CASH EQUIVALENTS
30 June
2024
$
30 June
2023
$
Current
Cash at bank and in hand
5,322,413
5,767,312
Restricted cash
399,358
340,389
5,721,771
6,107,701
Annual Report 2024
64
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 6. INVESTMENTS AND OTHER FINANCIAL ASSETS
(i) Classification of financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income (FVOCI) comprise of equity securities which are not
held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this category.
(ii) Equity investments at fair value through other comprehensive income
Equity investments at FVOCI comprise the following individual investments:
30 June
30 June
2024
2023
$
$
Investments
Balance at beginning of the year
Trinex Minerals Ltd
Aurion Resources Ltd
752,539
-
1,956,601
150,816
Movement during the year
Trinex Minerals change in fair value of investment
(527,607)
(1,204,062)
Trinex Minerals shares disposal of shares
(148,849)
(150,816)
Balance as at 30 June
76,083
752,539
(iii) Fair values of other financial assets at amortised cost
Financial assets at amortised cost include the following:
Current – Trade and other receivables
30 June
2024
30 June
2023
$
$
Trade and other receivables
304,201
129,685
304,201
129,685
Due to the short term nature of the trade and other receivables and prepayments, their carrying amount is considered
to be the same as their fair value.
Annual Report 2024
65
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 7. EXPLORATION AND EVALUATION
30 June
2024
$
30 June
2023
$
Exploration asset held for sale (iii)
990,962
-
Exploration costs
1,709,898
2,426,570
Movement during the year
Balance at beginning of the year
2,426,570
2,366,972
Exploration expenditure incurred during the year
5,655,140
4,604,786
Exploration expenditure incurred during the year and expensed (i)
(5,655,140)
(4,604,786)
Exploration expenditure relating to acquisitions (ii)
250,300
59,598
Foreign currency translation difference
23,990
Balance at end of the year
2,700,860
2,426,570
(i) During the year ended 30 June 2024 the exploration expenditure incurred pertains to the following:
Australian Projects
Exploration expenditure incurred and expensed for Australia was $5,182,339.
Finland Projects
Exploration expenditure incurred and expensed for Finland was $470,478.
US Projects
Exploration expenditure incurred and expensed for the in the US was $2,323
(ii)
On 29 January 2024 S2 entered into an agreement with Legacy Minerals. The agreement comprises an earn-in
and joint venture phase, with key terms as follows:
• S2 to issue Legacy with 1 million ordinary shares on signing, representing a consideration of approximately
A$150,000 at a deemed price of A$0.15 per share
• S2’s minimum commitment is to drill the Shellback magnetic anomaly within 12 months and to undertake
1,200 metres of diamond drilling
• S2 can spend A$2 million within 2 years of signing to earn a 51% participating interest
• Following this, S2 can elect to spend a further A$4 million within a further 3 years to earn an additional 19%
interest for a 70% participating interest, including a minimum of 8,000 metres of diamond drilling.
On 04 December 2023 S2 entered into an agreement with Oxley Resources. The agreement comprises an earn-
in and joint venture phase, with the key terms as follows:
• S2 to issue Oxley with 590,000 ordinary shares on signing, representing a consideration of approximately
A$100,000 at a deemed price of A$0.17 per share
• S2 to spend A$2.7 million by end July 2027 to earn a 70% participating interest
• This includes a minimum expenditure of A$350,000 by end December 2024 before withdrawal, itself including
a minimum expenditure of A$270,000 by end July 2024
• At least A$750,000 of the overall earn-in spend to be spent on drilling
At earn-in point
• A joint venture will be formed with S2 having a 70% participating interest and Oxley having a 30% participating
interest
• Oxley will have a one-time choice to retain its 30% participating interest or to convert this to a 15% carried
interest
Annual Report 2024
66
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 7. EXPLORATION AND EVALUATION (CONT)
• In the circumstance of a 30% participating interest, Oxley must contribute or dilute
• Should Oxley’s interest drop below 10%, its interest will revert to a 2% net smelter return (NSR) royalty
• S2 can buy down half of this royalty (ie, 1%) for A$1.5 million
• In the circumstance of a carried interest, S2 will have an 85% interest and Oxley’ 15% interest will be funded
by S2 up to the commencement of commercial production
• Oxley will repay this carried amount from 80% of the production revenue attributable to its 15% interest in a
mining operation
(iii)
On 4 March 2024 the Group announced it had signed a letter of intent in which Outback Goldfields, a Vancouver
based TSX.V listed company would purchase Sakumpu Exploration Oy, the Group’s wholly owned Finnish
subsidiary for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares
in Outback.
The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised
below.
• Outback to buy S2’s wholly owned subsidiary, Sakumpu Exploration Oy, which is the holder of S2’s Finnish
exploration assets, including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals
with Kinross Gold Corporation and Rupert Resources
• As consideration, S2 will receive C$1.5 million (approximately A$1.7 million) cash and C$5.5 million
(approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued
pursuant to the Offering (see below)
• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private
placement (the “Offering”) to continue exploring S2’sFinnish tenure.
• S2 will own a significant portion (possibly 35-45%) of Outback post-financing.
On 10 May the Group announced that further to the Letter Of Intent (LOI), it had entered into a definitive Share
Purchase Agreement (SPA) with Vancouver-based Outback Goldfields Corporation (“Outback”, TSX.V: OZ). The
transaction remains subject to the completion of a C$5 million financing, as described in S2’s ASX announcement
of 4 March 2024, and satisfaction of various other conditions which include: Toronto Venture Exchange (TSX.V)
approval and Outback shareholder approval.
NOTE 8. DISCONTINUED OPERATIONS
On 10 May 2024 the Group entered into a Share Purchase Agreement (SPA) with Vancouver based Outback Goldfields
Corporate agreement to sell Sakumpu exploration Oy, the Group’s wholly owned Finnish subsidiary for a total
consideration of C$7 million comprising C$1.5million in cash and C$5.5 million in shares in Outback. This transaction is
expected to complete by 30 September 2024.
Financial Performance information
30 June
2024
$
30 June
2023
$
Exploration expenditure expensed
(470,478)
(538,268)
Loss before income tax
(470,478)
(538,268)
Income tax benefit/(expense)
-
-
Loss after income tax for the year
(470,478)
(538,268)
Total comprehensive (loss) for the year
(470,478)
(538,268)
Annual Report 2024
67
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 8. DISCONTINUED OPERATIONS (CONT)
Cash flow information
30 June
2024
$
30 June
2023
$
Net cash from discontinued activities
(521,963)
(521,963)
Net decrease in cash and cash equivalents from discontinued operations
(521,963)
(521,963)
NOTE 9. TRADE AND OTHER PAYABLES
30 June
2024
$
30 June
2023
$
Trade and other payables (i)
615,428
503,482
Trade and other payables relating to assets held for sale
26,700
-
642,128
503,482
(i)
These amounts generally arise from the usual operating activities of the Group and are expected to be settled within 12
months. Collateral is not normally obtained.
NOTE 10. SHARE CAPITAL
30 June
2024
No. of Shares
30 June
2024
$
30 June
2023
No. of Shares
30 June
2023
$
Ordinary shares fully paid
452,857,993
78,725,836
410,091,522
71,911,364
Movement in Share Capital
Share Placement
41,176,471
6,567,477
53,166,667
6,007,989
Share issue to Oxley Resources
590,000
98,798
Share issue to Legacy Minerals
1,000,000
148,197
Share issue for consulting services
-
-
300,000
40,750
Options exercised
-
-
250,000
31,000
Ordinary shares fully paid
Balance at beginning of year
410,091,522
71,911,364
356,374,855
65,831,625
Balance at year end
452,857,993
78,725,836
410,091,522
71,911,364
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion
to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
NOTE 11. RESERVES
30 June 2024
$
30 June 2023
$
Share-based payments reserve (i)
4,507,628
4,069,570
Other reserve (ii)
144,517
144,517
Foreign currency translation reserve (iii)
363,474
341,792
Revaluation reserve (iv)
(2,633,056)
(1,956,601)
2,382,563
2,599,278
Annual Report 2024
68
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 11. RESERVES (CONT)
(i) The share-based payments reserve recognises the fair value of the options issued to Directors, employees, and service
providers. Each share option converts into one ordinary share of the Company on exercise. No amounts are paid or
payable by the recipient on receipt of the option. The options carry neither right to dividends or voting rights. Options
may be exercised at any time from the date of vesting to the date of their expiry.
In the year ended 30 June 2024, $801,585 in relation to the fair value of options which has lapsed or expired was
transferred to accumulated losses.
(ii) The other reserve recognises the remaining non-controlling interest (33%) that was purchased from the Sakumpu
vendors on 30 November 2015. Sakumpu Exploration Oy is a registered entity in Finland.
(iii) Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive
income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss
when the net investment is disposed of.
(iv) The revaluation reserve recognises the change in fair value of investments. Please refer to Note 6 of these
financials.
NOTE 12. SHARE-BASED PAYMENTS
The following share-based payments arrangements were in existence during the current reporting year:
Options Series
Number
Issued
Number at 30
June 2024
Grant Date
Expiry Date
Exercise
Price
$
Fair value at
Grant Date
$
(14) Issued 27 August 2020
200,000
200,000
27/08/2020
26/08/2024
0.30
0.10
(15) Issued 5 October 2020
2,000,000
2,000,000
05/10/2020
04/10/2024
0.39
0.14
(16) Issued 17 November
7,350,000
7,350,000
17/11/2020
16/11/2024
0.38
0.14
(17) Issued 12 November
11,050,000
10,300,000
12/11/2021
11/11/2025
0.29
0.13
(18) Issued 19 April 2022
300,000
300,000
19/04/2022
18/04/2026
0.25
0.11
(19) Issued 28 April 2022
200,000
200,000
28/04/2022
27/04/2026
0.23
0.10
(20) Issued 21 October
3,100,000
3,100,000
21/10/2022
20/10/2026
0.20
0.09
(20) Issued 21 October
5,000,000
5,000,000
16/11/2022
20/10/2026
0.20
0.11
(21) Issued 9 September
3,350,000
3,350,000
09/09/2023
08/09/2027
0.25
0.11
(21) Issued 9 September
10,000,000
10,000,000
15/11/2023
08/09/2027
0.25
0.11
Total
42,550,000
41,800,000
(14) The 200,000 options in series 14 which vest one year from grant date were issued to a service provider under the
Service Provider Option Plan. For these options, the value of services received was unable to be measured reliably
therefore the value of services received was measured by reference to the fair value of options issued.
(15) The 2,000,000 options in series 15 which vests one year from grant date was issued to an employee under the
Employee Share Option Plan.
(16) The 7,350,000 options in series 16 comprised 4,500,000 options issued to the Directors of the Group which vested
immediately, 2,450,000 options were issued to employees under the Employee Share Option Plan which vest one
year from grant date and 400,000 options were issued to service providers which vest one year from grant date. For
the service provider options, the value of services received was unable to be measured reliably and therefore the
value of services received was measured by reference to the fair value of options issued.
(17) The 11,050,000 options in series 17 comprised 6,500,000 options issued to the Directors of the Group which vested
immediately, 4,450,000 options were issued to employees under the Employee Share Option Plan which vest one
year form grant date and 100,000 options were issued to service providers which vest one year from grant date. For
Annual Report 2024
69
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 12. SHARE-BASED PAYMENTS (CONT)
the service provider options, the value of services received was unable to be measured reliably and therefore the
value of services received was measured by reference to the fair value of options issued.
(18) The 300,000 options in series 18 which vests one year from grant date was issued to an employee under the
Employee Share Option Plan.
(19) The 200,000 options in series 19 which vests one year from grant date was issued to an employee under the
Employee Share Option Plan.
(20) The 3,100,000 options in series 20 which vest one year from grant date comprised 2,900,000 issued to employees
under the Employee Share Option Plan and 200,000 issued to service providers. For the service provider options, the
value of services received was unable to be measured reliably and therefore the value of services received was
measured by reference to the fair value of options issued. The 5,000,000 options in series 20 which vest one year
from proposed date were issued to directors.
(21) The 3,350,000 options in series 21 which vest one year from grant date comprised 2,850,000 issued to employees
under the Employee Share Option Plan and 500,000 issued to service providers. For the service provider options, the
value of services received was unable to be measured reliably and therefore the value of services received was
measured by reference to the fair value of options issued. The 10,000,000 options in series 21 which vest one year
from proposed date were issued to directors.
The weighted average fair value of the share options granted during the year is $0.25.
The total expense of the share based payments for the year was:
30 June
2024
$
30 June
2023
$
Options issued to Directors
857,439
365,226
Options issued under Employee Share Plan
324,104
397,361
Options issued under Service Provider Plan
58,100
17,259
1,239,643
779,846
The weighted average contractual life for options outstanding at the end of the year was 2.44 years.
Options were priced using a Black-Scholes option pricing model using the inputs below:
Series 20
Series 20
Series 21
Series 21
Grant date share price
0.14
0.16
0.175
0.18
Exercise price
0.20
0.20
0.25
0.25
Expected volatility
100%
100%
94%
95%
Option life
4 years
4 years
4 years
4 years
Dividend yield
0.00%
0.00%
0.00%
0.00%
Interest rate
3.75%
3.20%
3.78%
4.17%
Annual Report 2024
70
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 12. SHARE-BASED PAYMENTS (CONT)
The following reconciles the outstanding share options granted in the year ended 30 June 2024:
30 June
2024
30 June
2024
30 June
2023
30 June
2023
No. of Options
Weighted average
exercise price $
No. of Options
Weighted average
exercise price $
Balance at the beginning of the year
46,650,000
0.30
41,000,000
0.31
Granted during the year
13,350,000
0.25
8,100,000
0.20
Exercised during the year
-
-
(250,000)
0.13
Expired during the year (i)
(18,200,000)
0.30
(2,200,000)
0.14
Balance at the end of the year
41,800,000
0.28
46,650,000
0.30
Un-exercisable at the end of the year
13,350,000
0.25
8,100,000
0.20
Exercisable at end of the year
28,450,000
0.29
38,550,000
0.31
(i)
Options expired or cancelled during the year
For the year ended 30 June 2024, 18,200,000 employee, director and service provider share options were lapsed or
expired.
No amounts are unpaid on any of the shares. No person entitled to exercise an option had or has any rights by virtue of
the option to participate in any share issue of any other body corporate.
NOTE 13. DIVIDENDS
There were no dividends recommended or paid during the year ended 30 June 2024.
NOTE 14. KEY MANAGEMENT PERSONNEL DISCLOSURES
30 June
2024
$
30 June
2023
$
Short term employee benefits
473,250
828,474
Post-employment benefits
34,549
38,841
Short term benefits
6,250
(43,962)
Long term benefits
6,330
-
Share-based payment (i)
857,439
365,226
1,377,818
1,188,579
(i)
Share payment payments expensed in the period.
Detailed remuneration disclosures are provided in the Remuneration Report.
Annual Report 2024
71
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 15. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES
30 June
2024
$
30 June
2023
$
Loss for the year
(8,190,632)
(6,755,677)
Depreciation
138,957
147,734
Equity Settled share-based payment transaction
1,239,643
779,847
Income tax benefit/(expense)
-
-
Other (gain)/losses – net
1,429
(55,368)
Gain on disposal of asset
(1,199)
(51,932)
Gain on disposal of exploration permit
(35,728)
(179,421)
Gain on disposal of shares
(148,849)
-
Increase/(Decrease) in trade and other payables
138,646
221,567
Increase/(Decrease) in provisions Increase
(5,537)
(27,597)
(Increase)/Decrease in other assets
138,812
-
(Increase)/Decrease in receivables
(237,925)
(14,985)
Net cash outflow from operating activities
(6,962,383)
(5,935,832)
NOTE 16. BASIC LOSS PER SHARE
30 June
2024
30 June
2023
$
$
(a)
Reconciliation of loss used in calculating loss per share
Basic loss per share
Loss attributable to the ordinary equity holders in calculating basic loss per share
(8,190,632)
(6,755,677)
(b) Weighted average number of shares used as the Denominator
Number
Number
Ordinary shares used as the denominator in calculating basic loss per share
433,523,798
373,655,991
(c) Basic loss per share
Cents
Cents
Basic loss per share
(1.89)
(1.81)
Where loss per share is non-dilutive, it is not disclosed.
NOTE 17. COMMITMENTS
The Group must meet the following tenement expenditure commitments to maintain them in good standing until they
are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of.
These commitments, net of farm outs, are not provided for in the financial statements and are:
30 June
2024
$
30 June
2023
$
Not later than one year
2,589,152
1,727,196
After one year but less than two years
2,455,834
2,065,360
After two years but less than five years
9,491,533
2,080,054
After five years*
-
1,003,318
14,536,519
6,875,928
* Per annum
Annual Report 2024
72
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 18. RELATED PARTY TRANSACTIONS
Other than the Directors and key management personnel salaries and options described in Note 14 and the Remuneration
Report, there were no related party transactions for the year ended 30 June 2024.
NOTE 19. JOINT VENTURES
The Group has interests in the following joint venture operations:
Tenement Area
Activities
2024
2023
Eundynie
Nickel
80%
80%
NOTE 20. PARENT ENTITY DISCLOSURES
Financial position
30 June
2024
$
30 June
2023
$
Assets
Current assets
5,728,457
5,762,862
Non-current assets
2,804,044
3,404,398
Total assets
8,532,501
9,167,260
Liabilities
Current liabilities
484,355
365,634
Non-current liabilities
126,503
158,576
Total liabilities
610,858
524,210
Net assets
7,921,633
8,643,050
Equity
Issued capital
78,725,836
71,911,365
Share-based payments reserve
4,507,628
4,069,570
Accumulated losses
(75,311,831)
(67,337,885)
Total equity
7,921,633
8,643,050
Financial performance
30 June
2024
$
30 June
2023
$
Loss for the year
(8,734,252)
(8,019,340)
Other comprehensive income
-
-
Total comprehensive income
(8,734,252)
(8,019,340)
Annual Report 2024
73
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 21. SUBSIDIARIES
Name of entity
Country of incorporation
Class of Shares
Equity Holding
2024
2023
Third Eye Pty Ltd
Australia
Ordinary
100%
100%
Red Star Exploration Pty Ltd
Australia
Ordinary
100%
-
Dark Star Exploration Pty Ltd
Australia
Ordinary
100%
100%
Southern Star Exploration Pty Ltd
Australia
Ordinary
100%
100%
Sirius Europa Pty Ltd
Australia
Ordinary
100%
100%
Norse Exploration Pty Ltd
Australia
Ordinary
100%
100%
Sakumpu Exploration Oy
Finland
Ordinary
100%
100%
S2 Exploration Quebec Inc.
Canada
Ordinary
100%
100%
S2RUS Pty Ltd
Australia
Ordinary
100%
100%
S2RUS LLC
United States
Ordinary
100%
100%
Nevada Star Exploration LLC
United States
Ordinary
100%
100%
NOTE 22. EVENTS OCCURRING AFTER THE REPORTING YEAR
On 1 July 2024, the Group announced the following share-based payments arrangements as part of the annual issue of
options to all Company personnel and directors. This is in line with the Company's policy to issue/propose options on a
consistent basis in terms of vesting conditions, term, and exercise price, and on a consistent and objective date that aligns
with other remuneration changes at the financial year end.
Options Series
Number Issued
Number at 01
July 2024
Grant Date
Expiry Date
Exercise
Price $
Fair value at
Grant Date $
(22) Issued 1 July 2024
3,750,000
3,750,000
01/07/2024
01/07/2028
0.135
0.059
(22) Issued 1 July 2024*
10,000,000
10,000,000
-
01/07/2028
0.135
-
Total
13,750,000
13,750,000
*subject to approval by shareholders at the 2024 AGM
(22) The 3,750,000 options in series 22 comprised 3,250,000 options were issued to employees under the
Employee Share Option Plan which vest one year from grant date and 500,000 options were issued to service
providers which vest one year from grant date. For the service provider options, the value of services received
was unable to be measured reliably and therefore the value of services received was measured by reference
to the fair value of options issued.
(22) The 10,000,000 options in series 22 which vest one year from proposed date were issued to directors and are
subject to approval at the AGM.
NOTE 23. REMUNERATION OF AUDITORS
30 June
2024
$
30 June
2023
$
During the year the following fees were paid or payable for services
provided by the auditor of the Group:
Audit services
46,000
48,000
Total remuneration for audit services
46,000
48,000
Annual Report 2024
74
Annual Financial Report (cont)
Notes to the Consolidated Financial Statements
NOTE 24. FAIR VALUE MEASUREMENT
This note provides an update on the judgements and estimates in determining the fair values of the financial instruments
since the last annual financial report.
Fair Value Hierarchy
To provide an indication about the reliability of the inputs used in determining fair value. The Group classifies its financial
instruments into the three levels prescribed under accounting standards. An explanation of each level follows
underneath the table.
The following table presents the Group’s financial assets and financial liabilities measured and recognised at fair value.
As at 30 June 2024
Level 1
$
Level 2
$
Level 3
$
Total
$
Financial assets as FVOCI –
Equity Securities
76,083
-
-
76,083
As at 30 June 2023
Level 1
$
Level 2
$
Level 3
$
Total
$
Financial assets as FVOCI –
Equity Securities
752,539
-
-
752,539
There were no transfers between levels during the year. The Group’s policy is to recognise transfers into and out of the
fair value hierarchy levels at balance date.
The fair value of the financial assets and liabilities held by the Group must be estimated for recognition, measurement
and /or disclosure purposes. The Group measures fair value by level, per the following fair value measurement
hierarchy:
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
•
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or the liability,
either directly (as prices) or indirectly (derived from prices); and
•
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Valuation techniques used to determine fair values
The Group did not have any financial instruments that are recognised in the financial statements where their carrying
value differed from the fair value. The fair value of assets and liabilities are included at an amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The
carrying value of amounts of cash and short-term trade and other receivables, trade payables and other current liabilities
approximate their fair value largely due to the short-term maturities of these payments.
Financial assets at fair value through other comprehensive income – equity securities
The fair value of the equity holdings held in ASX companies are based on the quoted market prices from the ASX on the
last trading day prior to the period end.
Annual Report 2024
75
Consolidated Entity Disclosure Statement
Name of entity
Country
of
incorporation
Entity type
Ownership Tax Foreign
Interest Residency Jurisdiction
Third Eye Pty Ltd
Australia
Body Corporate
100%
Australia N/A
Red Star Exploration Pty Ltd
Australia
Body Corporate
100%
Australia N/A
Dark Star Exploration Pty Ltd
Australia
Body Corporate
100%
Australia N/A
Southern Star Exploration Pty Ltd
Australia
Body Corporate
100%
Australia N/A
Sirius Europa Pty Ltd
Australia
Body Corporate
100%
Australia N/A
Norse Exploration Pty Ltd
Australia
Body Corporate
100%
Australia N/A
Sakumpu Exploration Oy
Finland
Body Corporate
100%
Foreign Finland
S2 Exploration Quebec Inc.
Canada
Body Corporate
100%
Australia N/A
S2RUS Pty Ltd
Australia
Body Corporate
100%
Australia N/A
S2RUS LLC
United States
Body Corporate
100%
Australia N/A
Nevada Star Exploration LLC
United States
Body Corporate
100%
Australia N/A
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 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of tax residency involves judgement as there are 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 Tax
Commissioner’s public guidance in Tax Ruling TR 2018/5
•
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its
determination of tax residency to ensure applicable foreign tax legislation has been complied with (see section
295(3A)(vii) of the Corporations Act 2001).
Annual Report 2024
76
Directors’ Declaration
The Directors of the Group declare that:
1. The financial statements and notes as set out on pages 18 to 47 are in accordance with the Corporations Act 2001,
and
(a) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(b) give a true and fair view of the financial position of the Group as at 30 June 2024 and of its performance for the
year ended on that date.
2. The financial report also complies with International Financial Reporting Standards as disclosed in note 1 to the
financial statements.
3. The Director acting in the capacity of Chief Executive Officer has declared that:
(a) the financial records of the Company for the financial year have been properly maintained in accordance with
section 286 of the Corporations Act 2001;
(b) the financial statements and notes for the financial year comply with the accounting standards; and
(c)
the financial statements and notes for the financial year give a true and fair view.
4. In the opinion of the Directors there are reasonable grounds to believe that the Group will be able to pay its debts as
and when they become due and payable.
5. The information disclosed in the consolidated entity disclosure statement on page 48 is true and correct.
6. The remuneration disclosures that are contained in the Remuneration Report in the Directors’ Report comply with
Australian Accounting Standards AASB 124 Related Party Disclosures, the Corporations Act 2001 and the Corporations
Regulations 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Mark Bennett
Executive Chairman
Melbourne
06 September 2024
Annual Report 2024
77
Auditor’s Independence Declaration
Annual Report 2024
78
Annual Report 2024
79
Independent Auditor’s Report
Annual Report 2024
80
Independent Auditor’s Report
Annual Report 2024
81
Independent Auditor’s Report
Annual Report 2024
82
Additional ASX Information
The shareholder information set out below was applicable as at the dates specified.
Unlisted Securities
Options (Current as at 24 October 2024)
Number on issue
Number of holders
Options expiring 16 November 2024 at an exercise price of $0.38
7,350,000
11
Options expiring 11 November 2025 at an exercise price of $0.29
10,300,000
14
Options expiring 18 April 2026 at an exercise price of $0.25
300,000
1
Options expiring 27 April 2026 at an exercise price of $0.23
200,000
1
Options expiring 21 October 2026 at an exercise price of $0.20
8,100,000
14
Options expiring 8 September 2027 at an exercise price of $0.25
13,350,000
14
Options expiring 1 July 2028 at an exercise price of $0.135
3,750,000
13
Holders of over 20% of unlisted securities
These are the following holders of more than 20% of unlisted securities as at 24 October 2024:
Number held
Mark Bennett
14,000,000
Distribution of Equity Securities
Analysis of numbers of ordinary shareholders by size of holding:
Number of Shareholders
1 – 1,000
1,932
1,001 – 5,000
1,145
5,001 – 10,000
525
10,001 – 100,000
1,086
100,001 and over
438
5,126
There are 3,221 holders holding less than a marketable parcel of ordinary shares based on the closing market price as at 24
October 2024.
Ordinary Shares Subject to Escrow
There are zero ordinary shares subject to either regulatory or voluntary escrow.
On-Market Buy-Back
There is no current on-market buy-back.
Voting Rights
The voting rights attaching to each class of equity securities are set out below:
(a) Ordinary Shares: On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote.
(b) Options: These securities have no voting rights.
Annual Report 2024
83
Additional ASX Information (cont)
Substantial Holders (Current as at 24 October 2024)
Ordinary Shares
Number held
Percentage of issued shares
Mark Gareth Creasy, Yandal Investments Pty Ltd, Ponton Minerals Pty Ltd,
Lake Rivers Gold Pty Ltd and Free CI Pty Ltd
67,419,935
14.89%
Jupiter Asset Management
66,186,987
14.62%
Paradice Investment Management Pty ltd
40,077,522
8.85%
Equity Security Holders (Current as at 24 October 2024)
The names of the twenty largest holders of quoted equity securities (ordinary shares) are listed below:
Rank
Name
Units
% of Units
1
CITICORP NOMINEES PTY LIMITED
75,110,988
16.59
2
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
43,233,017
9.55
3
YANDAL INVESTMENTS PTY LTD
42,482,707
9.38
4
BNP PARIBAS NOMINEES PTY LTD
10,729,273
2.37
5
BT PORTFOLIO SERVICES LIMITED
9,000,000
1.99
6
PONTON MINERALS PTY LTD
8,312,410
1.84
7
FREE CI PTY LTD
8,312,409
1.84
7
LAKE RIVERS GOLD PTY LTD
8,312,409
1.84
9
MARTINI 29 PTY LTD
6,492,895
1.43
10
DR MARK ANTHONY BENNETT
4,619,916
1.02
11
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
4,395,362
0.97
12
MR CHRIS RETZOS
4,000,000
0.88
13
BLACK RAVEN MINING PTY LTD
3,933,905
0.87
14
BOND STREET CUSTODIANS LIMITED
3,750,000
0.83
15
MR ROBERT MACFADYEN PTY LTD
3,650,000
0.81
16
BNP PARIBAS NOMS PTY LTD
3,581,201
0.79
17
MR GRAEME BRUCE HATHWAY
3,565,000
0.79
18
CITITEL PTY LTD
3,340,174
0.74
19
PALM BEACH NOMINEES PTY LIMITED
3,000,000
0.66
19
MR ANTHONY MARK SAIA + MRS CARMEN SAIA
3,000,000
0.66
Total of Top 20
252,821,666
55.83
Total Remaining Holders Balance
200,036,327
44.17
Annual Report 2024
Additional ASX Information (cont)
Tenement Schedule as at 30 June 2024
84
Project
Tenement ID
Registered Holder
Location
S2 Ownership
%
Status
Western Australia
Jillewarra
E 51/1603
Tanzi Pty Ltd
Mingah Range
earning 51%
Granted
Jillewarra
E 51/1906
Black Raven Mining Pty Ltd
Mingah Range
earning 51%
Granted
Jillewarra
E 51/1915
Black Raven Mining Pty Ltd
Mingah Range
earning 51%
Granted
Jillewarra
E 51/1955
Black Raven Mining Pty Ltd
Mingah Range
earning 51%
when granted
Pending
Jillewarra
E 51/1956
Black Raven Mining Pty Ltd
Mingah Range
earning 51%
when granted
Pending
Jillewarra
E 51/2050
Third Eye Exploration Pty Ltd
Mingah Range
earning 51%
Granted
Jillewarra
E 51/2051
Third Eye Exploration Pty Ltd
Mingah Range
earning 51%
Granted
Jillewarra
E 51/2052
Third Eye Exploration Pty Ltd
Mingah Range
earning 51%
Granted
Jillewarra
E 51/2053
Third Eye Exploration Pty Ltd
Mingah Range
earning 51%
Granted
Polar Bear
E15/1298
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
E15/1461
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
E15/1541
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
E63/1142
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
E63/1712
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
E63/1725
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
E63/1756
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M15/651
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M15/710
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M15/1814
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M63/230
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M63/255
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M63/269
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M63/279
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P15/5958
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P15/5959
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1587
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1588
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1589
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1590
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1591
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1592
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1593
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
P63/1594
Polar Metals Pty Ltd
Lake Cowan
100% nickel
Granted
Polar Bear
M63/662
Polar Metals Pty Ltd
Lake Cowan
100% nickel
when granted
Application
Eundynie JV
E15/1458
Polar Metals Pty Ltd / Shumwari Pty Ltd
Lake Cowan
80% nickel
Granted
Eundynie JV
E15/1459
Polar Metals Pty Ltd / Shumwari Pty Ltd
Lake Cowan
80% nickel
Granted
Eundynie JV
E15/1464
Polar Metals Pty Ltd / Shumwari Pty Ltd
Lake Cowan
80% nickel
Granted
Eundynie JV
E63/1726
Polar Metals Pty Ltd / Shumwari Pty Ltd
Lake Cowan
80% nickel
Granted
Eundynie JV
E63/1727
Polar Metals Pty Ltd / Shumwari Pty Ltd
Lake Cowan
80% nickel
Granted
Eundynie JV
E63/1738
Polar Metals Pty Ltd / Shumwari Pty Ltd
Lake Cowan
80% nickel
Granted
Norcott
E15/1487
Polar Metals Pty Ltd
Mt Norcott
100% nickel
Granted
Norcott
E63/1728
Polar Metals Pty Ltd
Mt Norcott
100% nickel
Granted
Victoria
Greater
Fosterville
EL7795
Southern Star Pty Ltd
Fosterville
100%
Granted
85
New South Wales
Glenlogan
EL 9614
Legacy Mineral Ltd
Cowra
Earning up to
70%
Granted
Koonenberry
EL 9574
Dark Star Exploration Pty Ltd
Koonenberry
100%
Granted
Koonenberry
EL 9575
Dark Star Exploration Pty Ltd
Koonenberry
100%
Granted
Koonenberry
EL 9576
Dark Star Exploration Pty Ltd
Koonenberry
100%
Granted
Warraweena
EL 9269
Oxley Resources Ltd
Darling Catchment
earning 70%
Granted
Warraweena
EL 9646
Dark Star Exploration Pty Ltd
Darling Catchment
100%
Granted
Warraweena
EL 9647
Dark Star Exploration Pty Ltd
Darling Catchment
100%
Granted
Finland
Exploration Licenses
Central Lapland
Paana Central
ML2018:0081
Sakumpu Exploration Oy
Central Lapland
100%
Granted
Central Lapland
Putaanperä
ML2016:0063
Sakumpu Exploration Oy
Central Lapland
100%
Granted
Central Lapland
Paana West
ML2017:0028
Sakumpu Exploration Oy
Central Lapland
100%
Granted
Central Lapland
Paana W2
ML2018:0107
Sakumpu Exploration Oy
Central Lapland
100% upon
renewal
Renewal
Pending
Central Lapland
Pahasvuoma
ML2019:0085
Sakumpu Exploration Oy
Central Lapland
100% when
granted
Application
Central Lapland
Rova
ML2019:0086
Sakumpu Exploration Oy
Central Lapland
100% when
granted
Application
Central Lapland
Ruopas
ML2020:0043
Sakumpu Exploration Oy
Central Lapland
100% when
granted
Application
Central Lapland
Paanapyytö
ML2021:0058
Sakumpu Exploration Oy
Central Lapland
100% when
granted
Application
Kinross JV
Palvanen
ML2016:0062
Sakumpu Exploration Oy
Central Lapland
100% (Kinross
earning 70%)
Granted
Kinross JV
Mesi
ML2017:0034
Sakumpu Exploration Oy
Central Lapland
100% (Kinross
earning 70%)
Granted
Kinross JV
Kehrävarsi
ML2022:0064
KG Finland Exploration Oy
Central Lapland
100% (Kinross
earning 70%)
Granted
Kinross JV
Kevuvuoma
ML2022:0089
KG Finland Exploration Oy
Central Lapland
100% (Kinross
earning 70%)
Granted
Rupert JV
Sikavaara E
ML2016:0056
Sakumpu Exploration Oy
Central Lapland
100% (Rupert
earning 70%)
Granted
Rupert JV
Sikavaara W
ML2019:0107
Sakumpu Exploration Oy
Central Lapland
100% (Rupert
earning 70%)
Granted
Annual Report 2024
Competent Persons Statement
Information in this report that relates to exploration results from Western Australia, New South Wales and Finland is
based on information compiled by John Bartlett who is an employee and equity holder of the company. Mr Bartlett is a
member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and has sufficient experience of relevance to
the style of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as
Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bartlett consents to the inclusion in this report
of the matters based on information in the form and context in which it appears.
Information in this report that relates to exploration results from Victoria is based on information compiled by Rohan
Worland who is an employee and equity holder of the company. Mr Worland is a member of the Australian Institute of
Geoscientists (AIG) and has sufficient experience of relevance to the style of mineralisation and the types of deposits
under consideration, and to the activities undertaken, to qualify as Competent Person as defined in the 2012 Edition of
the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves. Mr Worland consents to the inclusion in this report of the matters based on information in the form and
context in which it appears.
86