Silver Mines Limited
ABN 45 107 452 942
2024
ANNUAL REPORT
For personal use only
Chairman’s Letter ............................................................. 1
Review of Operations ....................................................... 3
Information on Board ...................................................... 30
Remuneration Report ...................................................... 32
Auditors Independence Declaration ................................. 44
Consolidated Statement of Profi t 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 ........................... 48
Notes to the Financial Statements ................................... 49
Consolidated Entity Disclosure Statement ....................... 84
Directors’ Declaration ..................................................... 85
Independent Auditor’s Report .......................................... 86
Additional Securities Exchange Information ..................... 91
Corporate Governance Statement ................................... 95
Corporate Directory ...................................................... 105
CONTENTS
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CHAIRMAN’S LETTER
Dear Shareholders,
I am pleased to present the Annual Report for Silver Mines Limited and its wholly owned subsidiaries for the year ended
30 June 2024.
This year we have made significant progress across our flagship Bowdens Silver Project. Our focus remains on
transitioning this project into full development, marking a critical step towards becoming a leading producer of silver and
polymetallic resources.
Who We Are and Our Purpose
Silver Mines is an Australian-based exploration and development company headlined by the Bowdens Silver Project, the
largest known undeveloped silver resource in Australia and one of the largest in the world. The Bowdens Silver Project is
located near Mudgee in the Central Tablelands Region of New South Wales, Australia. The Project comprises 2,115 km2
(521,000 acres) of titles covering approximately 80 kilometres of strike of the highly prospective Carboniferous Rylstone
Volcanics overlying Ordovician and Silurian formations.
Our strategy is to responsibly discover and develop our projects to generate value for our shareholders, local communities,
and all stakeholders while adhering to leading practices in sustainability and environmental stewardship.
Advancing the Bowdens Silver Project
The Bowdens Silver Project is our highest priority, and 2024 has been a year of substantial progress. We have advanced
pre-development works and have progressed optimisation of our feasibility study.
This optimisation program, currently underway, is focused on refining all aspects of the Bowdens Silver Project, including
ore reserves, mine design, metallurgy, and process design. This work aims to enhance the project’s economic viability and
reduce its environmental footprint, consistent with our objective of ensuring responsible mining.
The Company is also on track for release of an update to its Mineral Resource and Ore Reserves.
Despite the unfortunate decision of the New South Wales Court of Appeal in August, the Company continues to work
through the ramifications of this ruling and remains fully committed to the progression of the Bowdens Silver Project
through to production. We look forward to updating the market on this progress.
Our Values
Our values guide everything we do at Silver Mines. We are dedicated to:
• Integrity: Acting with honesty, transparency, and respect.
• Sustainability: Prioritising responsible resource management and responsible mining.
• Community Engagement: Building strong relationships and ensuring our operations align with community needs.
• Safety First: Upholding the highest standards of safety for our team and stakeholders.
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Commitment to Our People and Communities
Our people are our most valuable asset, and their commitment drives our success.
We have strengthened our team with key appointments, including Jonathan Battershill as Managing Director at the
beginning of this year, who brings decades of experience in the mineral resources sector.
We are building a culture of excellence, safety, and innovation as we prepare to move into the next phase of the
Bowdens Silver Project.
Community and stakeholder engagement remains a cornerstone of our approach. We continue to work closely with local
communities, providing employment opportunities, supporting local businesses, and engaging transparently about our
operations. Our recent Native Title Agreement with the Warrabinga-Wiradjuri people reflects our respect for Indigenous
rights and our dedication to inclusive development.
Looking Ahead
As we move forward, our focus is firmly on bringing the Bowdens Silver Project into development and positioning it as a
world-class mining operation. We are committed to meeting our milestones, advancing our other promising exploration
projects, and maintaining financial discipline to maximise shareholder value.
The next year promises to be transformative as we transition from planning to action, bringing us closer to realising our
vision of becoming a major player in the Australian mining industry.
Thank you for your continued support and belief in our journey.
Yours sincerely,
Keith Perrett
Non-Executive Chairman
Silver Mines Limited
CHAIRMAN’S LETTER
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REVIEW OF OPERATIONS
Figure 1.
Group Project
Locations.
During the 2024 Financial Year, Silver Mines Limited (‘Silver Mines’, the ‘Company’
or the ‘Group’) continued pre-development works and ongoing mineral exploration at
the Bowdens Silver Project (‘Project’) located near Mudgee in New South Wales.
In March 2023, the Company updated its Mineral Resource Estimate reporting a substantial increase across all categories
adding significant value and demonstrating confidence for further Project longevity. The Company also continued to
undertake substantial exploration works across its tenement holdings.
PROJECTS
During the 2024 Financial Year, the Group controlled the following projects, all of which are located in New South Wales, Australia:
Bowdens Silver Project (silver/polymetallic)
Barabolar Project (copper/gold/silver)
Tuena Project (gold/silver)
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Introduction
The Bowdens Silver Project is located near Mudgee in the Central Tablelands
Region of New South Wales, Australia.
Figure 2. Silver Mines Limited Tenement and Project locations in the Mudgee district.
Bowdens Silver Project
The Project comprises 2,115 km2 (521,000 acres) of titles
covering approximately 80 kilometres of strike of the highly
prospective Carboniferous Rylstone Volcanics overlying
Ordovician and Silurian formations. This area also hosts
the Company’s exploration prospects at Bara Creek,
Coomber and Barabolar.
The Company is advanced in an optimisation program
for the updating of the Bowdens Silver Feasibility Study
completed in 2018. The optimisation program is examining
all aspects of the development including Ore Reserves,
mine design, metallurgy, process design and economic
and market considerations.
The Optimisation study is demonstrating that the Project
can potentially be developed and operated with even
less environmental impact than the 2018 Feasibility
Study design, with current plans considering a reduced
development footprint across the open pit mine, waste
rock emplacement and the tailings storage facility.
The Group holds 100% of Exploration Licence EL5920
which contains the Bowdens Silver Deposit. In addition,
the Group holds exploration licences EL6354, EL8159,
EL8160, EL8168, EL8268, EL8403, EL8405, EL8480
and EL8682. During the 2024 Financial Year, EL9580 was
granted (Refer to Figure 2).
Description
The Bowdens Silver Project is the largest known
undeveloped silver Mineral Resource in Australia.
The tenement portfolio is situated on the eastern margin
of the Lachlan Orocline/Macquarie Arc. The Project
comprises the highly-mineralised Rylstone Volcanics and
the on-lapping later Permian, sedimentary units of the
Shoalhaven Group within the Sydney Basin. The Rylstone
Volcanics unconformably overlie the Ordovician Coomber
Formation and Silurian Dungeree Volcanics (Refer to
Figure 3). Several intrusions cross-cut Ordovician, Silurian
and Carboniferous units.
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Figure 3. Silver Mines Limited prospect locations in the Mudgee district.
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Mineral Resource and Ore Reserve Statement
Mineral Resources
During the 2023 Financial Year, the Company provided an updated Mineral Resource for the Bowdens Silver Project
(“2023 MRE”). The Bowdens Mineral Resource Estimate has been updated by H&S Consultants using both Multiple
Indicator Kriging, Ordinary Kriging and the reporting is compliant with the 2012 JORC Code and Guidelines. Please refer to
Tables 1, 2 and 3, for further details.
With the updated Mineral Resource as of March 2023, the Mineral Resource and Ore Reserve is expected to be updated
during the 2025 Financial Year.
Table 1 – Bowdens Silver Deposit Mineral Resource Estimate as at March 2023 (at a 30 g/t Ag Eq cut-off)
Category
Tonnes
(Mt)
Silver Eq.
(g/t)
Silver
(g/t)
Zinc
(%)
Lead
(%)
Gold
(g/t)
Million
Ounces
Silver
Million
Ounces
Silver Eq.
Measured
107
68
40
0.36
0.25
0.03
137
235
Indicated
50
55
20
0.38
0.26
0.09
33
88
M & I
157
64
33
0.36
0.25
0.05
169
323
Inferred
43
54
14
0.39
0.29
0.13
19
73
Total
200
62
29
0.37
0.26
0.07
189
396
Table 2 – Bowdens Silver Deposit Mineral Resource Estimate for Gold as at March 2023 (at a 0.2 g/t Au cut-off)
Category
Tonnes
(Mt)
Silver Eq.
(g/t)
Silver
(g/t)
Zinc
(%)
Lead
(%)
Gold
(g/t)
Thousand
Ounces
Gold
Million
Ounces
Silver Eq.
Measured
3.5
76
18
0.46
0.30
0.31
35
9
Indicated
6.0
71
12
0.46
0.31
0.31
61
14
Inferred
9.5
75
11
0.50
0.41
0.31
96
23
Total
19.0
74
13
0.48
0.36
0.31
190
45
Notes:
1. Refer to Appendix 1 for full details.
2. Bowdens silver equivalent: Ag Eq (g/t) = Ag (g/t) + 33.48*Pb (%) + 49.61*Zn (%) + 80*Au (g/t) calculated from prices of US$20/oz silver,
US$1.50/lb zinc, US$1.00/lb lead, US$1600/oz gold and metallurgical recoveries of 85% silver, 82% zinc and 83% lead, 85% gold estimated
from test work commissioned by Silver Mines Limited.
3. Bowdens Silver Mineral Resource Estimate reported to a 30g/t Ag Eq cut off extends from surface and is trimmed to above 300 metres RL,
approximately 320 metres below surface, representing a potential target volume for future open-pit mining and expansion.
4. In the Company’s opinion, the silver, zinc, gold and lead included in the metal equivalent calculations have a reasonable potential to be
recovered and sold.
5. Stated Mineral Resources are partially inclusive of areas of the total Underground Mineral Resource Estimate at 150 g/t Silver Equivalent (Ag Eq)
Cut-off Grade above 300mRL. See ASX announcement dated 5th September 2022.
6. Variability of summation may occur due to rounding.
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Table 3 – Bowdens Silver Deposit Grade-Tonnage Data for Estimation Results as at March 2023
Cut off
g/t Ag Eq.
Tonnes
(Mt)
Silver Eq.
(g/t)
Silver
(g/t)
Zinc
(%)
Lead
(%)
Gold
(g/t)
Million
Ounces
Silver
Million
Ounces
Silver Eq.
0
663
26
12
0.16
0.11
0.03
258
555
10
403
40
19
0.24
0.17
0.05
243
521
20
287
50
24
0.30
0.22
0.06
218
466
30
200
62
29
0.37
0.26
0.07
189
396
35
167
68
32
0.40
0.29
0.07
174
362
40
140
73
36
0.43
0.31
0.07
161
330
50
100
85
43
0.49
0.35
0.08
137
272
60
71
97
51
0.53
0.38
0.08
117
222
70
51
110
61
0.57
0.42
0.08
100
180
80
37
123
72
0.59
0.45
0.08
85
146
90
27
136
84
0.61
0.47
0.08
74
120
100
21
150
96
0.63
0.49
0.08
64
100
120
13
175
119
0.66
0.52
0.06
49
72
150
7
210
153
0.70
0.57
0.05
34
47
200
3
265
200
0.80
0.66
0.04
19
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The 2023 MRE is the result of additional drilling conducted by Silver Mines (132 drill holes for 53,190 metres) over the past five
and a half years. This additional information comprises 123 diamond core holes for 49,150 metres, 8 reverse circulation drill
holes with diamond tails for 3,867 metres and one reverse circulation drill hole for 173 metres.
Ore Reserve
The Bowdens Silver Ore Reserve is estimated at 29.9 million tonnes at 69.0 g/t silver, 0.44% zinc and 0.32% lead
containing 66.32 million ounces of silver, 130.8 kilotonnes of zinc and 95.3 kilotonnes of lead.
The Ore Reserve Estimate was prepared by mining engineering consultancy firm AMC Consultants Pty Ltd (“AMC
Consultants”) and is based on the September 2017 Mineral Resource Estimate generated for Silver Mines by H & S
Consultants Pty Ltd (“H & S Consultants”) (see ASX announcement 19 September 2017).
Measured and Indicated Mineral Resources were converted to Proved and Probable Ore Reserves respectively and are
subject to mine designs, modifying factors and economic evaluation. The Ore Reserve Estimate for the Bowdens Silver
Project as of May 2018 is outlined in Table 1 below.
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Table 5. Bowdens Silver Deposit Ore Reserve
Reserve
Category
Tonnes
(Mt)
Reserve Grades
Contained Metal
Ag
(g/t)
Zn
(%)
Pb
(%)
Ag Metal
Moz
Zn
(kt)
Pb
(kt)
Proved
28.6
69.75
0.44
0.32
64.05
125.11
91.43
Probable
1.3
53.15
0.43
0.29
2.27
5.74
3.91
Total
29.9
69.01
0.44
0.32
66.32
130.84
95.33
Notes:
1. Refer to ASX announcement 30 May 2018 for further details.
2. Calculations have been rounded to the nearest 100,000 t, 0.1 g/t silver and 0.01% zinc and lead grades respectively. The Ore Reserve is
reported by economic cut-off grade with appropriate consideration of modifying factors including costs, geotechnical considerations, mining
and process recoveries and metal pricing.
The Ore Reserve estimate was based on the Bowdens Silver Project Mineral Resource as of September 2017 (see ASX
announcement of 19 September 2017).
Governance and Quality Control
The Company ensures all resources calculations are undertaken and reviewed by independent, internationally recognised
industry consultants.
All drill hole data is stored in-house within a commercially available purpose designed database management system and
subjected to industry standard validation procedures. Quality control on resource drill programs have been undertaken
to industry standards with implementation of appropriate drilling type, survey data collection, assay standards, sample
duplicates and repeat analyses.
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Development Approval and Environmental
Impact Statement
In May 2020, the Company completed and submitted the
Bowdens Silver Development Application and associated
Environmental Impact Statement (“EIS”) to the New South
Wales Department of Planning, Housing and Infrastructure
(“DPE”) (see ASX announcement 25 May 2020).
In March 2021, the Company announced the submission
of its Mining Lease Application (“MLA 601”) (see ASX
announcement 24 March 2021).
In March 2022, the Company submitted a Water Supply
Amendment Report. The key detail of this report was
for the removal of a proposed water supply pipeline
with water self-sufficiency confirmed for the Bowdens
Silver Project.
In December 2022, the New South Wales DPE advised
that subsequent to their assessments of the Bowdens
Silver Project they had concluded that the Project was in
the public interest and approvable subject to conditions
of consent and referred it to the Independent Planning
Commission of New South Wales (“IPC”).
In April 2023, the IPC approved the Bowdens Silver
Project allowing the Project to proceed to development
and production subject to conditions of consent.
On 14 March 2024, the Company’s wholly owned
subsidiary Bowdens Silver Pty Ltd successfully defended
the original proceedings commenced by Bingman
Catchment Landcare Group Incorporated in the Land and
Environment Court of New South Wales (“Proceedings”)
which challenged the development consent for the
Bowdens Silver Project approved by the IPC on
3 April 2023 (“Development Consent”).
Subsequently, Bingman filed an appeal in the Court of
Appeal (“Appeal”). A hearing was held on 22 July 2024.
The Appeal challenged the decision by the Land
and Environment Court and it was upheld in a 2-1
majority decision by the Court of Appeal. The Bowdens
Development Consent has been declared void and
of no effect.
The Company is working through the ramifications of the
ruling and advises that it remains fully committed to the
progression of the Project through to production.
Summary points of the EIS and other documentation include:
• Considerable local economic benefits with substantial
local job creation;
• Minimal impacts on surface water and groundwater
during and after operations;
• No physical human health risk issues of concern
identified;
• A commitment to a progressive rehabilitation plan with
rehabilitation to occur throughout the life of the mine;
• No significant impacts upon migratory or threatened
species and a significant area of land to be conserved
in perpetuity as part of the Project’s biodiversity offset
program;
• Relocation of a local road around the mine site
resulting in the majority of traffic avoiding the local
township of Lue;
• Aboriginal Cultural Heritage assessment concluded in
conjunction with the local Aboriginal communities, with
agreement for ongoing management; and
• The potential for amenity-related impacts managed
over the life of the mine through a range of
management commitments, monitoring and reporting.
From the exhibition process of the EIS, the Company
received no objections to the Project from any of the
Government agencies and received resounding public
support with 79% of all public organisation and general
public submissions in favour of the Project.
The full Bowdens Silver Project EIS and other
documentation can be accessed at the New South Wales
Department of Planning and Environment website.
The proposed development comprises an open-cut
mine feeding a new processing plant with a conventional
milling circuit and differential flotation to produce two
concentrates that will be sold for smelting off site. Plant
capacity is designed for 2.0 million tonnes per annum with
a mine life of 16.5 years.
Silver Mines continues an extensive program of
consultation with relevant Government departments,
local communities, and other interested stakeholders.
Consultation processes focus on the current mine
development area and the wider area where the Company
is commencing or undertaking exploration programs.
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Figure 4: Bowdens Silver Mine Site Layout
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Bowdens Silver Completes Native Title Agreement
During the 2024 Financial Year, Bowdens Silver Pty Ltd
(a subsidiary of the Company), completed a native title
agreement with the Warrabinga-Wiradjuri #7 native title
claim relating to a parcel of Crown land within the area of
MLA 601 being the Bowden Silver Project.
In addition, the related Section 31 Deed has subsequently
been executed by the Minister for Natural Resources on
behalf of the State of New South Wales.
This completed the “Right to Negotiate” process in
accordance with Section 31 of the Native Title Act
1993 (Cth). The completion of this process enables the
continued processing of MLA 601 covering the Bowdens
Silver Project.
Bowdens Silver Exploration
Drilling
During the 2024 Financial Year, the Company announced
ongoing success in its exploration activities that yielded
exceptional high-grade silver intercepts (see ASX
announcements 29 September 2023, 14 December 2023,
19 March 2024, 18 June 2024 and 28 June 2024).
These results followed drilling success during the 2023
Financial Year and an updated Mineral Resource Estimate
released in March 2023.
Diamond drilling during the second half of 2023 was
aimed at testing for extensions to the Bowdens Silver
mineral system in many areas including to the south of
the Southern Gold Zone, north of both the Aegean and
Northwest Zones and west/southwest of the proposed
open pit. Additionally, drilling also targeted prospective
structures that are parallel to the Bowdens Silver Deposit
and target horizons indicated from the 2022 seismic
survey (see ASX announcements 29 September 2023 and
14 December 2023). Drilling of the 2022 targets generated
from seismic survey was supported by $100,000 of
funding from the NSW Government through the NSW New
Frontiers Exploration Program. Upon completion of these
programs, drilling targeted significant depth extensions
to the Mineral Resource Estimate with mineralisation
intercepted over 1.5 kilometres down dip from the
base of the planned open cut. A total of 16 holes for
9,344.6 metres were completed between June 2023 and
February 2024 under these programs.
Figure 5: Location of drill holes completed between June and September 2023, including the 2022 seismic survey lines.
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In March 2024, the Company announced that blast hole drilling was completed as part of an approved bulk sample
exploration program. Four bulk samples totalling 21 tonnes were taken from three sites for optimisation and mine
development studies. Two sites where mineralisation outcrops in the south of Main Zone were drilled and then blasted,
while one site in Main Zone was rock hammered. Assays from blast hole samples highlighted the potential for local zones
of high-grade mineralisation not yet modelled within the Bowdens Silver Mineral Resource Estimate. Blast-hole sampling
indicated averaged 43% higher than block model grades for the area sampled. Whilst the Company cannot necessarily
expect to always achieve a future positive reconciliation of the block model versus actual grades, this observation provides
encouragement for localised zones of high-grade between the current Mineral Resource drill holes.
Figure 6: bulk
sample locations at
the Bowdens Silver
Deposit.
Figure 7:bulk sample
blast site showing
mineralised fractures.
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Diamond drilling during 2024, was designed to infill zones of expected silver mineralisation in under sampled areas of
the Bowdens Silver 2023 Mineral Resource Estimate. These areas specifically targeted zones within and surrounding
the proposed open cut. Significant thicknesses of mineralisation were returned with extensions made around the
base of the planned open pit in the south of Main Zone. A total of 14 holes for 2,228.4 metres were completed
between March and May 2024.
Figure 8: Long section of eastern planned pit showing infill drilling results.
Figure 9: Long section of western planned pit showing infill drilling results.
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Geophysics and Regional Modelling
The Company completed a significant geophysical survey of 2D seismic reflection data totalling nearly 96 kilometres.
The survey was undertaken across the region including the Barabolar and Bowdens Silver Projects and regional Bara
Creek and Coomber Prospects. The survey follows on from the successful application of seismic surveying in 2022 across
the Bowdens Silver Deposit. The seismic surveying was conducted under dominant purpose of the Company’s on-going
research and development programs, though also proved a potential exploration targeting tool.
Interpretation of the 2D seismic survey highlighted multiple new caldera structures within the Rylstone Volcanics, analogous
to that which hosts the 396Moz AgEq Bowdens Silver deposit. Upcoming Exploration activities will focus on the five
separate calderas/vents modelled – three within the Bowdens Volcanic Complex, and two calderas within the Coomber
Volcanic Complex (including the Coomber Prospect and to the north of Rylstone).
The Bara Creek caldera measures 4km by 4km and includes distinct hydrothermal alteration including silicification.
CRA Exploration identified a gold-copper-silver association in stream sediment samples in 1989. Only limited historical
exploration work has been completed. The Three Hills caldera is 3.5km by 3.5km and completely covered by Sydney
Basin sediments. No exploration work has been completed historically. The Coomber caldera is 3.3km by 3.3km and has
silver-zinc-lead-gold mineralisation discovered by CRA Exploration in 1991. With historic drill results showing strong silver
mineralisation, the Coomber caldera has significant resource potential. The Armentum caldera is roughly 5.6km by 4.1km
and predominantly covered by Sydney Basin sediments. No exploration work has been completed historically.
Figure 10: View looking northeast across the Bowdens Volcanic Complex showing geology model and seismic lines. Oblique view
towards north east
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Figure 11: View looking northeast across the Coomber Volcanic Complex and the separate Coomber and Armentum calderas.
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The Barabolar Project located approximately 26 kilometres
east of Mudgee and 10 kilometres northwest of the
Company’s Bowdens Silver Project and is a high-quality
exploration project located within the highly prospective
Macquarie Arc, which also hosts world-class mineral
systems such as the Cadia-Ridgeway porphyry copper-
gold deposit. Barabolar consists of a corridor of gold,
copper, silver, zinc and lead soil and rock chip anomalies.
During the 2024 Financial Year, the results of the previous
year’s drilling activities completed at the Barabolar Project
were investigated with petrology studies and return of
downhole assays.
The drilling program to a depth of some 560 metres below
surface, targeted coincident anomalies from soil sampling,
gravity, and historic induced polarisation surveys (IP), as
well as the significant occurrence of pyrophyllite alteration
exposed at surface. The existence of pyrophyllite suggests
preservation of a large hydrothermal system and potential
connected porphyry system at depth.
Petrology has confirmed the prospectivity of the host
lithology which includes andesitic, dacitic and rhyolitic
tuffs. While not yet an economic discovery, the copper
enrichment along with significant amounts of pyrite
and elevated bismuth provide indications that a metal
bearing hydrothermal system is preserved. Alteration
and mineralisation observed is indicative of a broad
hydrothermal system with exploration to continue to focus
on areas of most intense veining and base metal sulphide
emplacement. Mineralisation intercepted within the Project
is consistent with the peripheral setting of the porphyry
environment with individual peak assays of 0.24% copper,
0.81g/t gold, 1.41% lead, 2.22% zinc and 22g/t silver.
These anomalous metals are synchronous with intensely
altered volcanics.
Barabolar Project
Figure 12. Prospect locations within the Barabolar Project area.
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Figure 13: Drill locations at the Barabolar Project from 2022.
Figure 14: Schematic model from drilling at Barabolar (geology outside drilling results is conceptual in nature).
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The Tuena Gold Project is located 80 kilometres south of
the city of Orange in New South Wales (refer to Figure 15).
The Company is planning further work in follow up to the
Tuena Gold Project drilling program and is also planning
an expanded regional exploration program extending from
immediately south of the McPhillamy’s Gold Project and
across EL8973, EL8974, EL8526, EL8975 and EL9588.
During the 2024 Financial Year, EL9588 was granted
in respect of Elsinora Prospect which is considered
prospective for orogenic-style gold mineralisation and
volcanic- hosted gold and base metal mineralisation.
The Tuena area was the scene of a historic gold rush, with
gold extracted from several narrow high-grade gold reefs
over a regional trend with greater than five kilometres of
strike length. The Company has completed reconnaissance
mapping, rock sampling and soil geochemistry as well as
flown a detailed magnetic survey.
The Company previously completed a 20
hole 4,000 metre drill program designed to
test beneath several of the historic hard-rock
gold workings and associated geochemistry
anomalies along an extensive 5.4 kilometre
by 1.5-kilometre shear complex within
EL8526. In addition, two targets were
identified with both gold and base-metal
pathfinder signatures. Both prospects
adjoin historic workings at Lucky Hit and
Markham’s Hill respectively and are defined by soil
chemistry and modelling using the Company’s propriety
R&D methodology with anomalism of silver, bismuth, lead,
tellurium and gold. These targets are being investigated for
bulk-tonnage gold mineral systems and have a comparable
signature and scale to the McPhillamy’s Gold Project
located north of the Tuena Gold Project.
Drilling encountered multiple mineralised structures beneath
historic workings comprising quartz and carbonate veins
with or without pyrite (iron sulphide).
This program represented the first modern drilling to be
completed in the Tuena project area. However, in recent
years there have been substantial gold discoveries made
along the strike of the Copperhannia Fault including the
McPhillamy’s deposit to the north of Tuena.
Figure 15: Map showing
the Tuena Gold Project.
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Tuena Project
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Research and Development
The Company has continued its commitment to research and development (“R&D”) programs to better map and understand
the Carboniferous Rylstone Volcanics and basement Palaeozoic (Ordovician and Silurian) rocks of the Company’s exploration
licences. These include technologies which are now being rolled out to the Company’s wider projects to enable better
targeting for regional exploration as well as on a local scale within the Bowdens Deposit.
The Company’s R&D programs over the past few years, have involved collaboration between Silver Mines’ researchers and
researchers from the University of Technology Sydney, the University of New South Wales and Macquarie University. Several
industry consultants and data collection contractors have also assisted in analysing and providing base datasets for the
R&D program.
The Company has commenced a new R&D project seeking to develop a framework using the technologies developed in
the first R&D project. Of particular focus is the transition of predictive geochemistry machine-learning algorithms into 3D.
In this project the Company aims to develop technologies whereby bulk-property models of chemical and physical
attributes can be used, in machine-learning algorithms, to predict volumes where there is an increased prospectivity or other
metallurgical factors.
The Company’s seismic survey collected during the year has enabled 3D modelling of the wider caldera as well as assisting
locally at the Bowdens Silver Deposit. Modelling within the Bowdens Silver Deposit involved the development of mineral
prediction activities. Of particular interest is the collection of illite (a clay/mica hydrothermal alteration indicator) crystallinity
data measured from spectral analysis of drill core. In combination with the bulk properties and chemical models of the
mineral system, illite crystallinity modelling has been shown to effective both economic mineralisation content and mechanical
properties of the rock including grindability. The research and development is making positive progress on enabling
geometallurgical studies to better predict priority areas for economic mineral extraction.
During the 2024 Financial Year, the Company’s R&D work continued work on the new R&D project engaging with several
research providers, as well as internal staff, to provide cutting edge technologies and processes that may have a positive
impact on future economic development and discovery.
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Tenement Information as at 30 June 2024
Tenement
Project Name
Location
Silver Mines Ownership
EL 5920
Bowdens Silver
NSW
100%
EL 6354
Bowdens Silver
NSW
100%
EL 8159
Bowdens Silver
NSW
100%
EL 8160
Bowdens Silver
NSW
100%
EL 8168
Bowdens Silver
NSW
100%
EL 8268
Bowdens Silver
NSW
100%
EL 8403
Bowdens Silver
NSW
100%
EL 8405
Bowdens Silver
NSW
100%
EL 8480
Bowdens Silver
NSW
100%
EL 8682
Bowdens Silver
NSW
100%
EL 9580
Bowdens Silver
NSW
100%
EL 8526
Tuena
NSW
100%
EL 8973
Tuena
NSW
100%
EL 8974
Tuena
NSW
100%
EL 8975
Tuena
NSW
100%
EL 9588
Tuena
NSW
100%
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Bowdens Silver Project
The information in this report that relates to Mineral
Resources is based on work compiled by Mr Arnold
van der Heyden who is a Director of H & S Consultants
Pty Ltd. Mr van der Heyden is a Member and Chartered
Professional (Geology) of The Australasian Institute of
Mining and Metallurgy and has sufficient experience
that is relevant to the style of mineralisation and type of
deposit under consideration, and to the activity being
undertaken, to qualify as a Competent Person as defined
in the 2012 edition of the ‘Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore
Reserves’ (JORC code). Mr van der Heyden consents to
the inclusion in this report of the matters based on the
information in the form and context in which it appears.
The information in this report that relates to Ore Reserves
within the Bowdens Silver Project is based on information
compiled or reviewed by Mr Adrian Jones of AMC
Consultants Pty Ltd who is a consultant to the Company.
Mr Jones is a member of The Australasian Institute of
Mining and Metallurgy and has sufficient experience that is
relevant to the style of mineralisation and type of deposit
under consideration, and to the activity being undertaken,
to qualify as a Competent Person as defined in the
2012 edition of the ‘Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves’
(JORC code). Mr Jones consents to the inclusion in this
report of the matters based on the information in the form
and context in which it appears.
Mr Jones visited the Bowdens mine site during April 2017
and August 2018 to review the operations, consider the
conditions of the site, and assess the data collection
methods and techniques used by site personnel.
The Ore Reserve has been prepared by Mr Adrian Jones,
AMC Consultants Pty Ltd, after peer review of the mining
section of the Feasibility Study. Other experts relied
upon include H & S Consultants Pty Ltd, GR Engineering
Services Limited, ATC Williams Pty Limited. and Jacobs
Australia Pty Limited, for Mineral Resources, Metallurgy
& Process Design and Tailing Storage Facility design.
Work on environmental, marketing and logistics and the
financial modelling were undertaken by other consultants
on behalf of the Company and certified by representatives
of Silver Mines.
The Company’s Mineral Resources Statement has been
compiled in accordance with the Australian Code for
Reporting of Exploration Results, Mineral Resources and
Ore Reserves (JORC Code 2012 Edition), Chapter 5 of the
ASX Listing Rules and ASX Guidance Note 31.
The Mineral Resources Statement is based on, and fairly
represents, information and supporting documentation
prepared by the respective competent person
named above.
Exploration and Drill Results
The information in this report that relates to mineral
exploration from Bowdens Silver and extensions, the
Barabolar Project and the Tuena Gold Project is based
on information compiled or reviewed by Dr Darren Holden
who is an advisor to the company. Dr Holden is a Fellow
of The Australasian Institute of Mining and Metallurgy and
has sufficient experience that is relevant to the style of
mineralisation and type of deposit under consideration,
and to the activity being undertaken, to qualify as a
Competent Person as defined in the 2012 edition of the
‘Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves’ (JORC code). Dr
Holden consents to the inclusion in this report of the
matters based on the information in the form and context
in which it appears.
COMPETENT PERSONS STATEMENTS
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CORPORATE
Placement
On 5 February 2024, the Company announced that
it had successfully completed a capital raising of $8
million (before costs) (“Placement”) to institutional,
professional and sophisticated investors resulting in the
issue of 59,259,260 fully paid ordinary shares to using the
Company’s capacity under ASX Listing Rule 7.1.
Canaccord Genuity and Jett Capital Advisors LLC acted
as Joint Lead Managers to the Placement.
Share Purchase Plan
On 5 February 2024, along with the Placement, the
Company announced a Share Purchase Plan (“SPP”)
to raise up to a further $2 million (before costs) to give
eligible shareholders an opportunity to participate in the
capital raising.
Under the SPP, eligible Silver Mines shareholders were
provided the opportunity to apply for up to A$30,000
of SPP Shares without incurring brokerage or other
transaction costs.
On 8 March 2024, the Company announced that it had
received applications from eligible shareholders totalling
$7.59 million which was well in excess of the original $2
million target raising. In accordance with the SPP Offer
Booklet and to minimise the scale-back of the SPP, the
Company exercised its discretion and increased the size
of the SPP to $6 million.
A total of 44,444,854 fully paid ordinary Silver Mines
shares were issued under the SPP.
After capital raising costs, the funds raised will be
used primarily for progression of and pre-development
expenses including exploration associated with the
Company’s flagship Bowdens Silver Project. Funding will
also be made available for exploration activities at the
Company’s other projects and for corporate and general
working capital purposes.
Retirement and Appointment of
Managing Director
During the 2024 Financial Year, the Company announced
that with the Company transitioning into its mine
development and production phase, and subsequent
to a thorough succession process, the appointment of
Mr Jonathan Battershill as the Managing Director of the
Company effective 1 January 2024.
Mr Battershill’s appointment followed a decision made
by Mr Anthony McClure, to retire at the end of 2023.
Mr McClure served as the Managing Director of the
Company since the Company’s recapitalisation and
acquisition of the Bowdens Silver Project in 2016.
Mr Battershill holds a Bachelor of Engineering (Geology)
(Hons) from the Camborne School of Mines, United
Kingdom and has a highly successful career spanning
more than 25 years in mining, business development
and finance both in Australia and internationally. His
industry experience includes senior operational and
business development roles with WMC Resources Limited
(Western Mining) as well as significant financial experience
at Citigroup, UBS and Canaccord both in Sydney and
London. Mr Battershill was consistently voted one of the
leading financial mining analysts in Australia between 2009
and 2015 by institutional investors. Mr Battershill was a
non-executive director of Silver Mines since 2017.
Appointment and Resignation of Auditor
During the 2024 Financial Year, the Company announced the
appointment of Ernst & Young as auditor of the Company.
The appointment was made by the Company’s
shareholders by ordinary resolution at the Annual General
Meeting held on 30 November 2023. The change followed
the resignation of the Company’s previous auditor, Crowe
Sydney and ASIC’s consent to the resignation.
Board Appointment
Subsequent to the 2024 Financial Year, the Company
announced the appointment of Mr Robert (Rob) Dennis
as a Non-Executive Director of the Company effective
1 July 2024.
Mr Dennis is a mining engineer with 50 years’ experience
in the nickel, copper, gold and alumina industries. Rob
is a skilled leader and has extensive base metals and
precious metals operational, technical and project
development experience.
Mr Dennis’ past experience includes Chief Executive
Officer and Managing Director of Poseidon Nickel
Limited, Chief Operating Officer for the Independence
Group (“IGO”) where he was responsible for IGO’s nickel,
copper, zinc and gold operations including overseeing
the development and commissioning of IGO’s Nova
Nickel Project.
Prior to that, Mr Dennis held positions including Chief
Executive Officer at Aditya Birla Minerals Ltd where he
managed the expansion and development of the Nifty
Copper Project in the North West of Western Australia and
the Mt Gordon operation in North Queensland, General
Manager Project Development for Lionore Australia,
General Manager Operations for Great Central Mines and
Chief Mining Engineer for Western Mining Corporation.
Mr Dennis is currently Non-Executive Director of Stavley
Minerals Ltd (ASX:SVY).
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Issue of Performance Rights
During the 2024 Financial Year, the following Performance Rights were issued to Mr Battershill the Managing Director under
the Company’s Incentive Plan and in connection with his appointment as Managing Director:
Item
First
Vesting
Performance
Rights
(Class 1)
Second
Vesting
Performance
Rights
(Class 2)
Third
Vesting
Performance
Rights
(Class 3)
Number of
Performance Rights
4,000,000
4,000,000
4,000,000
Vesting conditions
Vest upon the Company's
Shares achieving a 10 day
VWAP of $0.30 at any time
before the Expiry date
Vest upon the Company's
Shares achieving a 10 day
VWAP of $0.40 at any time
before the Expiry date and
provided commencement
of mine construction has
occurred.
Vest upon the Company's
Shares achieving a 10 day
VWAP of $0.50 at any
time before the Expiry date
and provided successful
mine commissioning has
occurred.
Term
3 years
3 years
3 years
Grant Date
1 January 2024
1 January 2024
1 January 2024
Expiry Date
31 December 2026
31 December 2026
31 December 2026
Fair value per PR at
grant date
$0.12
$0.11
$0.10
The Performance Rights issued to Mr Battershill under the Incentive Plan were issued on 17 January 2024 pursuant to
Shareholder Approval at a general meeting of shareholders of the Company on 30 November 2023 pursuant to ASX Listing
Rule 10.14.
Pursuant to the terms of the Incentive Plan, should Mr Battershill cease to be employed by the Group all unvested
Performance Rights will automatically be forfeited, unless the Board otherwise determines in its discretion to permit some
or all of the Performance Rights to vest.
RESULTS AND DIVIDENDS
The loss of the Group for the Financial Year after providing for income tax amounted to $2,217,610 compared to a loss of
$4,111,001 for the previous year.
The Group incurred exploration and development expenditure of $10,110,754 during the 2024 Financial Year (2023:
$13,704,582). The total net assets of the Group stand at $137,610,351 (2023: $125,924,789) of which investment in
exploration expenditure accounts for $92,624,423 (2023: $82,513,669).
The Group is a mineral exploration and development company and as such does not earn income from the sale of any
silver concentrate product at this stage. No dividends have been declared or paid during the year.
ENVIRONMENTAL REGULATIONS
The Group’s operations are subject to various environmental controls under State regulations. The directors are not aware
of any material breaches during the 2024 Financial Year.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS DURING THE FINANCIAL YEAR
The Group did not have any significant changes in the state of its affairs during the 2024 Financial Year and after the end of
the reporting period.
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MATERIAL BUSINESS RISKS
This section outlines the key risks and uncertainties that
could impact the Company and its ability to achieve its
operating and financial objectives.
Development
By its very nature, the development of a mining facility
contains significant risks with no guarantee of success.
The ultimate economic development of a mineral deposit
is dependent on many factors, including the ability
to access adequate capital for project development,
obtaining regulatory consents and approvals necessary
for the conduct of development and production, securing
access to equipment, materials and infrastructure,
securing access to competent operation management and
prudent financial administration, including the availability
and reliability of appropriately skilled and experienced
employees, contractors and consultants.
Further, once established, mining operations can be
impacted by a number of factors, including geological
and weather conditions causing delays and interference
to operations, access to necessary funding, metallurgical
issues, mechanical failure of plant and equipment,
shortages or increases in price of consumables and plant
and equipment, environmental hazards, fires, explosions
and other accidents.
Similarly, all production costs, particularly labour, fuel and
power, are a key risk and have the potential to adversely
affect the Company’s profitability. If the Company develops
mining operations and these are subject to cost over-
runs and/or higher than anticipated operating costs, this
would adversely affect the Company’s profitability, the
value of the Company’s projects and in turn, the value of
its Shares.
The Company’s financial performance will substantially
depend on the accuracy of the cost estimates for
the proposed development, other current and future
expansion, development, and infrastructure plans, working
capital requirements, the duration of relevant works
program, government approvals, heritage approvals and
clearances and personnel and equipment availability.
The cost and time forecast estimates are based on
assumptions including those in relation to study costs,
scope and duration, the approvals process and timeline
estimated, and operational issues, which are subject
to uncertainty.
Exploration
The mineral tenements of the Company are at various
stages of exploration, and potential investors should
understand that mineral exploration and development are
high-risk undertakings.
There can be no assurance that exploration of these
tenements, or any other tenements that may be acquired
in the future, will result in the discovery of an economic ore
deposit. Even if an apparently viable deposit is identified,
there is no guarantee that it can be economically exploited.
Exploration and drilling programs are designed to discover
new exploration targets for development, as well as
improve confidence in existing targets throughout the
development stages of exploration projects to feasibility
study level.
Exploration results that include drill results on wide
spacings may not be indicative of the occurrence of a
mineral deposit. Such results do not provide assurance
that further work will establish sufficient grade, continuity,
metallurgical characteristics, and economic potential to be
classed as a category of mineral resource. The potential
quantities and grades of drilling targets are conceptual
in nature and, there has been insufficient exploration to
define a mineral resource, and it is uncertain if further
exploration will result in the targets being delineated as
mineral resources.
Mineral Resources and Ore Reserve Estimates
The estimation of Mineral Resources and Ore Reserves
are expressions of judgement based on knowledge,
experience and industry practice. The reported estimates,
which were valid when originally estimated, may alter
significantly when new information or techniques become
available. As new information is obtained through
additional drilling and analysis, Mineral Resources and Ore
Reserve estimates are likely to change. This may result in
alterations to exploration, development and production
plans which may, in turn, positively or negatively affect the
Company’s operations and financial position. In addition,
by their very nature, Mineral Resources and Ore Reserves
estimates are imprecise and depend to some extent
on interpretations, which may prove to be inaccurate.
Resource and Reserve estimates may also be impacted
by material changes in the silver price, in costs and
changes to operations.
Mineral Resource and Ore Reserve estimates may also be
impacted by material changes in the silver, zinc, lead and
other commodity prices.
Community relations
A failure to adequately manage community and social
expectations within the communities in which the Silver
Mines operates may lead to local dissatisfaction which, in
turn, could lead to interruptions to production, permitting
and exploration operations. The Company has an
established stakeholder engagement framework to guide
the management of the Group’s community relations efforts.
The Company has dedicated community relations teams to
work closely with the local communities and government.
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Regulatory
The Company’s exploration and development activities
are subject to extensive laws and regulations relating to
numerous matters including resource licence consent,
conditions including environmental compliance and
rehabilitation, taxation, employee relations, health
and worker safety, waste disposal, protection of the
environment, native title and heritage matters, protection
of endangered and protected species and other matters.
The Company requires permits from regulatory authorities
to authorise the Company’s operations. These permits
relate to exploration, development, production, and
rehabilitation activities.
Obtaining necessary permits can be a time consuming
process and there is a risk that the Company will not
obtain these permits on acceptable terms, in a timely
manner or at all. The costs and delays associated with
obtaining necessary permits and complying with these
permits and applicable laws and regulations could
materially delay or restrict the Company from proceeding
with the development of a project or the operation
or development of a mine. Any failure to comply with
applicable laws and regulations or permits, even if
inadvertent, could result in material fines, penalties, or
other liabilities. In extreme cases, failure could result in
suspension of the Company’s activities or forfeiture of one
or more of the Company’s tenements.
Native Title and Aboriginal Heritage
In areas where native title exists or may exist, the ability of
the Company to acquire a valid mining lease may also be
subject to compliance with the ‘right to negotiate’ process
under the Native Title Act. Compliance with this process
can cause delays in obtaining the grant of a mining lease
and does not ultimately guarantee that a mining lease
will be granted. Attaining a negotiated agreement with
native title claimants or holders to facilitate the grant of a
valid mining lease can add significantly to the costs of any
development or mining operation.
The ability of the Company to conduct activities on
exploration or mining tenements is subject to compliance
with laws protecting Aboriginal heritage. Conduct of site
surveys to ensure compliance can be expensive and
subject to delays. If any Aboriginal sites are located within
areas of proposed exploration, mining or other activities,
the Company’s ability to conduct those activities may
be dependent on obtaining further regulatory consents
or approvals.
Tenement obligations
Tenements in New South Wales are governed by the
Mining Act 1992 (NSW). Each licence or lease is for a
specific term and carries with it annual expenditure and
reporting commitments, as well as other conditions
requiring compliance. Failure to meet these expenditure,
work and reporting commitments may render the
tenements subject to forfeiture or result in the tenement
holders being liable for penalties or fees. Further, if any
contractual obligations are not complied with when due,
in addition to any other remedies that may be available
to other parties, this could result in dilution or forfeiture of
Silver Mines’ interest in the projects.
Climate change and risks
There are a number of climate-related factors that may
affect the Company’s operations and proposed activities,
including:
• the emergence of new or expanded regulations
associated with the transitioning to a lower-carbon
economy and market changes related to climate
change mitigation. The Company may be impacted
by changes to local or international compliance
regulations related to climate change mitigation
efforts, or by specific taxation or penalties for
carbon emissions or environmental damage. These
examples sit amongst an array of possible restraints
on industry that may further impact the Company
and its profitability. While Silver Mines will endeavour
to manage these risks and limit any consequential
impacts, there can be no guarantee that the Company
will not be impacted by these occurrences; and
• climate change may cause certain physical and
environmental risks that cannot be predicted, including
events such as increased severity of weather patterns
and incidence of extreme weather events and longer-
term physical risks such as shifting climate patterns.
All these risks associated with climate change
may significantly change the industry in which the
Company operates.
Establishment of strong relationships with the
community and other stakeholders is fundamental to
the long term success of the business. Although the
Company endeavours to conduct its business in a
manner which respects those communities and ensures
mutually beneficial outcomes, its activities may have
or be perceived to have an adverse impact on local
communities, cultural heritage, the environment, or other
matters which may result in community concern, adverse
publicity, activism, litigation or other adverse actions taken
by community, environmental or other action groups.
Failure to maintain and build strong relationships and such
adverse actions could affect the Company’s social licence
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to operate, its reputation and lead to delays and increase
costs which may adversely impact on operations, financial
position and/or performance and the market price of Silver
Mines’ shares.
Land access and third party interests
The Company may be required to obtain the consent from
the holders of third-party interests which overlay areas
within its tenements, prior to accessing or commencing
any exploration or mining activities on the affected areas.
No assurance can be given that necessary access will be
obtained when required or on acceptable terms.
Work Health and Safety risk and
environmental liabilities
The Company’s activities are subject to potential risks
and liabilities associated with the potential pollution of the
environment and the necessary disposal of mining waste
products resulting from mineral exploration and mining.
Insurance against environmental risk (including potential
liability for pollution or other hazards as a result of the
disposal of waste products occurring from exploration)
is not generally available to Silver Mines (or to other
companies in the minerals industry) at a reasonable
price. To the extent that the Company becomes subject
to environmental liabilities, the satisfaction of any such
liabilities would reduce funds otherwise available and could
have a material adverse effect on the Company. Laws
and regulations intended to ensure the protection of the
environment are constantly changing and are generally
becoming more restrictive.
The mining industry has become subject to increasing
occupational health and safety responsibility and
liability. The potential for liability is a constant risk. If
the Company fails to comply with necessary OH&S
legislative requirements, it could result in fines, penalties
and compensation for damages as well as reputational
damage. Safety legislation may also change in a manner
that may include requirements, in addition to those now
in effect, and a heightened degree of responsibility for
companies and their Directors and employees.
Commodity and currency price risk
It is anticipated that any future revenues derived from
mining will primarily be derived from the sale of silver
and other metals. Consequently, any future earnings are
likely to be closely related to the price of gold and other
mined commodities.
Commodity prices fluctuate and are affected by
numerous factors beyond the control of the Company.
These factors include world demand for metals, forward
selling by producers and production cost levels in major
metal- producing regions.
Commodity prices are also affected by macroeconomic
factors such as expectations regarding inflation, interest
rates and global and regional demand for, and supply
of, the commodity as well as general global economic
conditions. These factors may have an adverse effect on
the Company’s exploration, development, and production
activities, as well as on its ability to fund those activities.
Furthermore, international prices of various commodities
are denominated in United States dollars, whereas the
income and expenditure of the Company are and will be
taken into account in Australian currency. As a result, the
Company is exposed to the fluctuations and volatility of
the rate of exchange between the United States dollar
and the Australian dollar as determined in international
markets, which could have a material effect on the
Company’s operations, financial position (including revenue
and profitability) and performance. The Company may
undertake measures, where deemed necessary by the
Board, to mitigate such risks.
Economic Risks
The operating and financial performance of the Company
will be influenced by a variety of general economic
and business conditions, including levels of consumer
spending, commodity and metal prices inflation, interest
rates and exchange rates, supply and demand, industrial
disruption, access to debt and capital markets and
government fiscal, monetary and regulatory policies. More
generally, changes in general economic conditions may
result from many factors including government policy,
international economic conditions, significant acts of
terrorism, hostilities, war, pandemics or natural disasters.
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A prolonged deterioration in general economic conditions,
including an increase in interest rates or a decrease in
consumer and business demand, could be expected to
have an adverse impact on the Company’s operating and
financial performance and financial position.
Cyber Risks
As with all organisations, the Company is reliant on
information technology for the effective operation of its
business. Any failure, unauthorised or erroneous use of
the Company’s information and/or information systems
may result in financial loss, disruption or damage to
its reputation.
Litigation Risk
The Company is exposed to possible litigation risks
including, without limitation, intellectual property claims,
contractual disputes, occupational health and safety
claims and employee claims. Further, the Company may
be involved in disputes with other parties in the future
which may result in litigation. Any such claim or dispute
if proven, may impact adversely on the Company’s
operations, financial performance, and financial position.
Insurance risks
Insurance against all risks associated with the
Company’s business is not always available or affordable.
The Company maintains insurance where it is considered
appropriate for its needs however it will not be insured
against all risks either because appropriate cover is not
available or because the Directors consider the required
premiums to be excessive having regard to the benefits
that would accrue.
RISK MANAGEMENT
The Group manages the risks listed above, and other
day to day risks through an established risk management
framework. The Group’s risk reporting and control
mechanisms are designed to ensure strategic, safety,
environment, operational, legal, financial, tax, reputational
and other risks are identified, assessed and appropriately
managed.
The financial reporting and control mechanisms are
reviewed during the year by management, the Board,
the internal audit function and the external auditor.
Senior management and the Board regularly review the
risk portfolio of the business and the effectiveness of the
Group’s management of those risks.
FUTURE DEVELOPMENTS, PROSPECTS AND
BUSINESS STRATEGIES
The directors believe, on reasonable grounds, that it
would unreasonably prejudice the interests of the Group
if any further information on likely developments, future
prospects and business strategies in the operations of the
Group and the expected results of these operations, were
included in this report.
FORWARD LOOKING STATEMENTS
This Annual Report may contain forward-looking
information and statements that are subject to risk factors
associated with mineral exploration, mining, processing
and production businesses.
It is believed that the expectations reflected in these
statements are reasonable however such information
is not a guarantee of future performance and involve
unknown risks and uncertainties, as well as other factors,
many of which are beyond the control of the Company.
Actual results and developments may differ materially
from those expressed or implied by these forward-looking
statements depending on a variety of factors including
but not limited to price fluctuations, commodity demand,
currency fluctuations, drilling and production results,
Mineral Resource and Ore Reserve estimations, loss of
market, competition, environmental risks, physical risks,
legislative, fiscal and regulatory changes, economic and
financial market conditions, political risks, project delay or
advancement, approvals and cost estimates.
Forward-looking information and statements, including
projections, forecasts and estimates, are provided as
a general guide only and should not be relied on as
an indication or guarantee of future performance. No
representation or warranty, expressed or implied, is
made or given by or on behalf of the Company, any of
the Company’s directors, or any other person as to the
accuracy or completeness or fairness of the information
or opinions contained in this announcement and no
responsibility or liability is accepted by any of them for
such information or opinions or for any errors, omissions,
misstatements, negligent or otherwise, or for any
communication written or otherwise, contained or referred
to in this report.
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Directors’ Report
INFORMATION ON BOARD
DIRECTORS
The Directors of Silver Mines Limited during the financial year and until the date of this report are:
Keith Perrett
Non-Executive Chairman
Anthony McClure
Managing Director (resigned 31 December 2023)
Jonathan Battershill
Managing Director (appointed 01 January 2024, previously Non-Executive Director)
Kristen Podagiel
Non-Executive Director
Robert Dennis
Non-Executive Director (appointed 01July 2024)
Mr Keith Perrett
Non-Executive Chairman
Mr Perrett has had a long involvement in agriculture as a producer and industry leader at local, state, national and
international levels. He was formerly Chairman of the Grains Research and Development Corporation (GRDC), the National
Rural Advisory Council (NRAC), the Wheat Research Foundation, and President of the Grains Council of Australia.
Mr Perrett is Chairman of Acumentis Group Limited (ASX:ACU) (director since February 2018).
Mr Anthony McClure
Managing Director (resigned 31 December 2023)
Mr McClure graduated with a Bachelor of Science (Geology) degree from Macquarie University in 1986. He has had 35
years technical, management and financial experience in the resource sector worldwide in project management and
executive development roles. He has also worked in the financial services sector within the mineral and energy sectors.
Mr McClure is currently a director of listed company Strickland Metals Limited (since April 2021). He is also a past director
of Bolnisi Gold NL, Nickel Mines Limited, Santana Minerals Limited and European Gas Limited.
Mr Jonathan Battershill
Managing Director (appointed 01 January 2024, previously Non-Executive Director)
Mr Battershill graduated with a Bachelor of Engineering (Geology) degree (Hons) from the Camborne School of Mines,
United Kingdom in 1995. His career spans over 25 years in mining, business development and finance both in Australia
and internationally. His industry experience includes senior operational and business development roles with WMC
Resources Limited as well as significant stockbroking experience at Hartleys, Citigroup and UBS both in Sydney and
London. Mr Battershill was consistently voted one of the leading mining analysts in Australia between 2009 and 2015 by
institutional investors.
Ms Kristen Podagiel
Non-Executive Director
Ms Podagiel has a distinguished legal background and over the past 20 years has worked as a commercial lawyer
on major projects and developments including those in the mineral resources, technology, agriculture, energy and
defence industries.
Ms Podagiel has extensive senior executive-level experience including her prior role as Chief Executive Officer and Managing
Partner of McCullough Robertson, a leading Australian independent law firm. Ms Podagiel is a current director and chair of the
Nomination and Remuneration Committee of PWR Holdings Limited (ASX:PWH), a global designer and manufacturer of high
performative cooling solutions for elite motorsports, defence and automative applications. She is also a Chair of ADG Capital
Pty Ltd, a company involved in a range of engineering disciplines across various industry sectors including mining. She was
a founding director of UNIQ You Ltd, a charity supporting women in mining and STEM related areas, and was previously the
Interim Chief Executive Officer of Women’s Legal Service Queensland which provides free legal and social work services to
over 5,000 women every year.
Silver Mines Limited Annual Report 2024
30
For personal use only
Directors’ Report
Mr Robert Dennis
Non-Executive Director (appointed 01 July 2024)
Mr Dennis is a mining engineer with 50 years’ experience in the nickel, copper, gold and alumina industries. Rob is a skilled
leader and has extensive base metals and precious metals operational, technical and project development experience.
Mr Dennis’ past experience includes Chief Executive Officer and Managing Director of Poseidon Nickel Limited, Chief
Operating Officer for the Independence Group (“IGO”) where he was responsible for IGO’s nickel, copper, zinc and gold
operations including overseeing the development and commissioning of IGO’s Nova Nickel Project.
Prior to that, Mr Dennis held positions including Chief Executive Officer at Aditya Birla Minerals Ltd where he managed
the expansion and development of the Nifty Copper Project in the North West of Western Australia and the Mt Gordon
operation in North Queensland, General Manager Project Development for Lionore Australia, General Manager Operations
for Great Central Mines and Chief Mining Engineer for Western Mining Corporation.
COMPANY SECRETARY
Mr Trent Franklin
Company Secretary
Mr Franklin holds qualifications in Finance, Financial Planning and Insurance Broking. He has a Bachelor of Science
(Geology/Geophysics) from the University of Sydney and is a Graduate of the Australia Institute of Company Directors.
Mr Franklin is currently the Managing Director of Enrizen Financial Group, Non-Executive Director of Gateway Mining
Limited (since February 2013) and Director of Strickland Metals Limited (since April 2021). Mr Franklin is formerly a director
of the Australian Olympic Committee Inc and Australian Water Polo Inc. He is also a Fellow of the Australian Institute of
Company Directors.
MEETINGS OF DIRECTORS
Meetings eligible to attend
Meetings attended
A McClure
7
7
K Perrett
12
12
J Battershill
12
12
K Podagiel
12
12
R Dennis1
0
0
1. Appointed 1 July 2024.
31
Silver Mines Limited Annual Report 2024
For personal use only
REMUNERATION REPORT (AUDITED)
Remuneration policy
The remuneration policy of the Group has been designed
to align director and executive objectives with shareholder
and business objectives by providing a fixed remuneration
component and for executives offering specific long-term
incentives based on key performance indicators affecting
the Group’s financial results. The Board of Silver Mines
Limited believes the remuneration policy to be appropriate
and effective in its ability to attract and retain the best
executives and directors to run and manage the Group.
The Board’s policy for determining the nature and amount
of remuneration for board members and senior executives
of the Group is as follows:
The remuneration policy, setting the terms and conditions
for the executive directors and other senior executives,
was developed by the Board. All executives receive a
base salary (which is based on factors such as length of
service and experience) and superannuation. The Board
reviews executive packages annually by reference to
the Group’s performance, executive performance and
comparable information from industry sectors and other
listed companies in similar industries.
The Board may exercise discretion in relation to approving
incentives, bonuses and options. The policy is designed
to attract the highest calibre of executives and reward
them for performance that results in long-term growth in
shareholder wealth.
Executives are also entitled to participate in the employee
share and option arrangements. The executive directors
and executives receive a superannuation guarantee
contribution required by the government, which is currently
11%, and do not receive any other retirement benefits. All
remuneration paid to directors and executives is valued at
the cost to the Group and expensed. Options are valued
using the Black & Scholes methodology.
The Board policy is to remunerate non-executive directors
at market rates for comparable companies for time,
commitment and responsibilities. The Board determines
payments to the non-executive directors and reviews their
remuneration annually, based on market practice, duties
and accountability. Independent external advice is sought
when required. The maximum aggregate amount of fees
that can be paid to non-executive directors is subject
to approval by shareholders at a general meeting of
shareholders (currently $500,000). Fees for non-executive
directors are not linked to the performance of the Group.
However, to align directors’ interests with shareholder
interests, the directors are encouraged to hold shares
in the Group and are able to participate in employee
incentive plans.
Group performance, shareholder wealth and
directors’ and executives’ remuneration
The remuneration policy has been tailored to increase
goal congruence between shareholders and directors and
executives. The Group believes this policy will be effective
in increasing shareholder wealth. At commencement of
mine production, performance-based bonuses based on
key performance indicators are expected to be introduced.
The Group has not employed any executive officers, other
than directors, and a general manager, who were involved
in, concerned in, or who took part in the management of
the Group’s affairs.
The Group has a termination benefits policy approved
by the Shareholders at Annual General Meeting of the
Company held on 30 November 2023 (2023 AGM) and
the approval grants discretion to the Board to determine
the most appropriate leaving entitlements for holders
of Managerial or Executive Office under their relevant
employment agreements and incentive plans.
The termination benefits approved by the Shareholders at
the 2023 AGM are as follows (Termination Benefits):
(i) Employment Agreements
The executive members of the Group and other
Company employees are employed under service
agreements which are capable of termination by the
Company or the executive giving notice of a specified
period. The Company may make a payment in lieu
of some or all of the notice period in accordance
with the terms of the employment agreement. In
certain circumstances, incentives granted or issued
but not yet vested may be vested and exercisable (if
applicable) on termination by notice.
(ii) Diminution of Role
Depending on the individual employment agreement,
certain executives may be entitled to resign from
their employment with the Group in the event of a
material diminution of their authority, duties status or
responsibilities in their role, a change in their direct
reporting relationship with the Group, or a permanent
change to location of their employment.
If the Group receives such notice, the Group will
provide the executive with 6 months’ payment in lieu
of notice of termination of employment from the end
of the notice period and in certain circumstances,
incentives granted or issued (but not yet vested) may
be vested and exercisable.
Directors’ Report
Silver Mines Limited Annual Report 2024
32
For personal use only
(iii) Incentive Plan
Under the Silver Mines Limited Securities Incentive
Plan approved at the 2023 AGM (Incentive Plan),
participants may have an opportunity to be granted
incentives in the form of Equity Securities. Any Equity
Securities granted to eligible participants will be issued
in accordance with the Incentive Plan. The Board has
discretion to approve the retention of Equity Securities
to employees on cessation of employment with the
Group in circumstances which it deems fit.
Key Service Agreements
Mr Keith Perrett. The service agreement with Lehavo
Pty Ltd provides non-executive chairman services to the
Group for non-executive chairman’s fees of $120,000
per annum. Mr Perrett provides services to the Group
on behalf of Lehavo Pty Ltd. The agreement is ongoing
on a month-to-month basis and Mr Perrett is required to
provide 90 days’ written notice if he wishes to resign from
the Group.
Ms Kristen Podagiel has entered into a non-executive
director service agreement with the Group whereby
she receives non-executive director fees of $95,000
per annum. The agreement between Ms Podagiel and
the Group is ongoing on a month-to-month basis.
Ms Podagiel is required to provide 90 days’ written notice
if she wishes to resign from the Group.
Mr Trent Franklin The service agreement with Enrizen
Accounting Pty Ltd provides company secretarial and
accounting services to the Group for a fee of $12,000
per month. Mr Franklin acts as Company Secretary to
the Group on behalf of Enrizen Accounting Pty Ltd. Mr
Franklin was no longer considered key management
personnel from November 2022, as from that point in
time Mr Franklin’s roles and responsibilities were amended
so such that he did not have control over financial,
operational or human resources within the Group and
does not direct or manage resources.
Mr Robert Dennis has entered into a non-executive
director service agreement with the Group whereby he
receives non-executive director fees of $95,000 per
annum. The agreement between Mr Dennis and the Group
is ongoing on a month-to-month basis.
Mr Jonathan Battershill had entered into a non-executive
director service agreement with the Group whereby he
received non-executive director fees of $95,000 per
annum until 31 December 2023. On 4 October 2023, Mr
Battershill entered into executive services agreement with
the Company for his appointment as the Managing Director
of the Company effective 1 January 2024. The details of his
remuneration are as follows:
• Total Fixed Remuneration: $650,000 per annum
(TFR) plus statutory superannuation, subject to review
from time to time.
• Short Term Incentives: Mr Battershill will be eligible
for annual Short Term Incentives (STIs) of up to 50% of
TFR. The STIs will be payable at the Board’s discretion
and upon achievement by Mr Battershill of Key
Performance Indicators (KPIs) primarily related to HSE
(Health, Safety and Environmental) performance and
other criteria as agreed by the Board from time to time.
The Board may decide to pay the STIs in cash,
shares or in a combination of cash and shares. Any
decision by the Board to pay any STIs in shares in
the Company will be subject to shareholder approval
in accordance with the ASX Listing Rules and other
applicable law.
With respect to STIs, no KPIs were agreed by the
Board and Mr Battershill in the 2024 Financial Year,
and therefore no STIs were granted during this period.
• Long Term Incentives: 12,000,000
Performance Rights.
Additionally, as part of his remuneration on his
appointment as a non-executive director in 2017,
Mr Battershill was granted 5,000,000 unlisted options with
an exercise price of $0.20 per option which expire 3 years
from the date of achievement of financing milestones.
Directors’ Report
33
Silver Mines Limited Annual Report 2024
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Voting and comments made at the Group’s 2023 Annual General Meeting
At the 2023 AGM, 95.29% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration:
Short-term benefits
Post-
employ-
ment
benefits
Long-
term
benefits
Share-based
payments
Total
Cash
salary
and fees
Termin-
ation Pay
Cash
bonus
Non-
monetary
Super-
annuation
Long
service
leave
Equity-
settled
shares/
Perfrom-
ance
rights
Equity-
settled
options
2024
$
$
$
$
$
$
$
$
Non-
Executive
Directors:
K.Perrett
(Chairman)
120,000
-
-
-
-
-
-
-
120,000
J Battershill
47,500
-
-
-
-
-
-
-
47,500
K Podagiel
95,000
-
-
-
-
-
-
-
95,000
R Dennis1
-
-
-
-
-
-
-
-
-
Executive
Directors:
J Battershill
325,000
-
-
-
27,500
-
203,877
-
556,377
A McClure2
202,703
185,007
-
-
22,297
-
-
-
410,007
Total
790,203
185,007
-
-
49,797
-
203,877
-
1,228,884
1. Mr Dennis was appointed as the non-executive director of the Company effective 01 July 2024.
2. Mr McClure resigned as the Managing Director of the Company effective 31 December 2023.
Directors’ Report
Silver Mines Limited Annual Report 2024
34
For personal use only
Short-term benefits
Post-
employ-
ment
benefits
Long-term
benefits
Share-based payments
Total
Cash
salary and
fees
Cash
bonus
Non-
monetary
Super-
annuation
Long
service
leave
Equity-
settled
shares
Equity-
settled
options
2023
$
$
$
$
$
$
$
$
Non-
Executive
Directors:
K.Perrett
(Chairman)
100,000
-
-
-
-
-
-
100,000
J Battershill
75,000
-
-
-
-
-
-
75,000
K Podagiel
75,000
-
-
-
-
-
-
75,000
Executive
Directors:
A McClure
409,092
300,000
-
42,955
-
-
-
752,047
Other Key
Management
Personnel:
T Franklin1
124,070
-
-
-
-
29,388
153,458
783,162
300,000
-
42,955
-
-
29,388
1,155,505
1. Fees payable to Mr Franklin are paid to Enrizen Accounting Pty Ltd and encompass Company Secretarial as well as accounting services
to the Group.
Additional disclosures relating to key management personnel
Share-based compensation
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this Financial Year or future reporting years are as follows:
Name
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price
Fair value
per option
at grant
date
Jonathan
Battershill
5,000,000
13/12/2017
expiry 3 years from the
date of achievement of financing
milestones (Milestone Options)
$0.20
$Nil (Note)
Note: Due to the uncertainty in timing of milestone achievement and thus the life of option, the fair value was estimated based on the intrinsic value
at grant date which is $Nil.
Options granted carry no dividend or voting rights.
Directors’ Report
35
Silver Mines Limited Annual Report 2024
For personal use only
All options were granted over unissued fully paid ordinary shares in the company. The number of options granted was
determined having regard to the satisfaction of the vesting conditions attaching to the options. Options vest based on the
provision of service over the vesting period whereby the holder becomes beneficially entitled to the option on vesting date.
Options are exercisable by the holder as from the vesting date. There has not been any alteration to the terms or conditions
of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such
options other than on their potential exercise. Should Mr Battershill cease to be employed by the Group all unvested
Options will automatically be forfeited, unless the Board otherwise determines in its discretion to permit some or all of the
Options to vest.
None of the options disclosed above vested or lapsed during the 2024 Financial Year.
Performance Rights
Item
First Vesting
Performance Rights
(Class 1)
Second Vesting
Performance Rights
(Class 2)
Third Vesting
Performance Rights
(Class 3)
Number of Performance
Rights
4,000,000
4,000,000
4,000,000
Vesting conditions
Vest upon the Company's
Shares achieving a 10 day
VWAP of $0.30 at any time
before the Expiry date
Vest upon the Company's
Shares achieving a 10 day
VWAP of $0.40 at any time
before the Expiry date and
provided commencement
of mine construction has
occurred.
Vest upon the Company's
Shares achieving a 10 day
VWAP of $0.50 at any
time before the Expiry date
and provided successful
mine commissioning has
occurred.
Term
3 years
3 years
3 years
Grant Date
1 January 2024
1 January 2024
1 January 2024
Expiry Date
31 December 2026
31 December 2026
31 December 2026
Fair value per PR at
grant date
$0.12
$0.11
$0.10
Pursuant to the terms of the Incentive Plan, should Mr Battershill cease to be employed by the Group all unvested
Performance Rights will automatically be forfeited, unless the Board otherwise determines in its discretion to permit some
or all of the Performance Rights to vest.
None of the performance rights disclosed above vested or lapsed during the 2024 Financial Year.
Directors’ Report
Silver Mines Limited Annual Report 2024
36
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Directors’ Report
Shareholding
The number of shares in the Company held during the Financial Year by each director and other members of key management
personnel of the consolidated entity, directly and indirectly, including their personally related parties, is set out below:
Ordinary shares
Balance
30 June 2023
Net change
Balance
30 June 2024
Granted
during the
year as
compensation
Received
during the
year on the
exercise of an
option
Other
changes
Directors
A McClure1
49,078,128
-
-
(18,445,313)
30,632,815
K Perrett
4,630,434
-
-
-
4,630,434
K Podagiel
312,500
-
-
-
312,500
J Battershill
1,687,500
-
-
-
1,687,500
1. Mr McClure resigned as the Managing Director of the Company effective 31 December 2023.
The number of options over ordinary shares in the Company held during 2024 Financial Year by each director and other
members of key management personnel of the consolidated entity, including related parties, is set out below:
Option holding
Options
Balance
30 June
2023
Net change
Balance
30 June
2024
Options
vested at
the end
of the
reporting
period
Options
vested
and
exercis-
able at the
end of the
reporting
period
Options
vested
and not
exercis-
able at the
end of the
reporting
period
Granted
during the
year as
compen-
sation
Exercise
during the
year
Other
changes
Directors
A McClure1
-
-
-
-
-
-
-
-
K Podagiel
-
-
-
-
-
-
-
-
K Perrett
-
-
-
-
-
-
-
-
J Battershill
5,000,000
-
-
-
5,000,000
-
-
-
1. Mr McClure resigned as the Managing Director of the Company effective 31 December 2023.
There were no options or performance rights that have vested or lapsed during the 2024 Financial Year.
The were no share-based payments issued to non-executive directors during the 2024 Financial Year in line with their
service agreements.
There were no loans extended by the Group to any key management personnel.
Other transactions with key management personnel and their related parties
During the Financial Year, the Company employed a family member of a key management person with a total remuneration
package of $70,650 (2023: $145,659). This amount has been recorded as part of expenses and all has been paid during
the year. This family member is no longer employed with the Group.
This concludes the remuneration report, which has been audited.
37
Silver Mines Limited Annual Report 2024
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CORPORATE GOVERNANCE
The Company’s Corporate Governance Statement is attached to this report and located on the Company’s website.
The Company has mostly complied with the applicable principles of corporate governance, and if it has not, it has
explained why that is so.
Additionally, during the 2023 Financial Year, Silver Mines signed to the Digbee ESG Platform (Digbee), an industry leading
environmental, social and governance (ESG) disclosure framework to report Silver Mines’ ESG performance across all
operational and corporate activities. Digbee offers standardised disclosure for mining companies at all stages of maturity.
Their independent, third party assessment of ESG performance enables benchmarking against peers and other mining
companies which produces scores ranging from A (maximum) to CCC (minimum). Silver Mines’ approach to ESG shapes
its values and underpins its philosophy. Silver Mines is committed to the highest level of integrity and ethical standards in all
its business practices.
During the Financial Year, Digbee awarded Silver Mines an inaugural overall ESG rating of BBB on both corporate and the
Bowdens Silver Project. This Digbee rating is a credible foundation for Silver Mines to build on, and demonstrates Silver
Mines’ commitment to ESG integration, reporting transparency and continuous improvement.
The Digbee ESG report is available to view in full on the Company’s website.
Proceedings on behalf of the Group
On 28 June 2023, the Bingman Catchment Landcare Group Incorporated (“Bingman”) had commenced proceedings in
the Land and Environment Court of New South Wales (“Proceedings”) against the State Government’s IPC and Bowdens
Silver Pty Ltd challenging the development consent for the Bowdens Silver Project approved by the IPC on 3 April 2023
(“Development Consent”).
On 14 March 2024, the Company’s wholly owned subsidiary Bowdens Silver Pty Ltd successfully defended the original
Proceedings commenced by Bingman Catchment Landcare Group Incorporated in the Land and Environment Court of
New South Wales.
Subsequently, Bingman filed an appeal in the Court of Appeal (“Appeal”). A hearing was held on 22 July 2024. The Appeal
challenged the decision by the Land and Environment Court and it was upheld in a 2-1 majority decision by the Court of
Appeal. The Bowdens Development Consent has been declared void and of no effect.
The Company is working through the ramifications of the ruling and advises that it remains fully committed to the
progression of the Project through to production.
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or part of those proceedings.
Non-audit services
There were no non-audit services performed by the external auditor during the 2024 Financial Year.
Directors and officers’ indemnification
The Group has paid a premium to insure the directors and officers of the Group. The insurance agreement limits disclosure
of premium details. The insurance premiums relate to:
• Costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever
their outcome; and
• Other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or
improper use of information or position to gain a personal advantage.
Directors’ Report
Silver Mines Limited Annual Report 2024
38
For personal use only
Shares under option
Unissued ordinary shares of Silver Mines Limited under option at the date of this report as follows:
Grant date
Expiry date
Exercise price
Number under
option
28 November 2017
3 years from milestone achievement1
$0.20
5,000,000
21 December 2021
21 December 2024
$0.30
9,000,000
01 March 2023
01 March 2026
$0.30
2,500,000
01 March 2023
01 March 2028
$0.50
2,500,000
Total
19,000,000
1. Expiry which is three years from the date of achievement of Project Financing, which must achieve a minimum of $150 million. This was set out in
the Company’s Notice of Annual General Meeting dated 30 October 2017.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Silver Mines Limited issued during the year ended 30 June 2024 on the exercise of options.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
Indemnity and insurance of auditor
The Company has not, during or since the end of the Financial Year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the 2024 Financial Year, the Company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
Rounding
All values are rounded to the nearest dollar except when otherwise indicated under the option available to the company
under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to
which this legislative instrument applies.
Directors’ Report
39
Silver Mines Limited Annual Report 2024
For personal use only
AUDITORS INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is
enclosed and forms part of this annual report.
EVENTS SUBSEQUENT TO REPORTING DATE
$30.2 Million Convertible Debenture Funding
Subsequent to the 2024 Financial Year, the Company announced it had entered into a binding interim convertible
debenture (“Convertible Debentures”) agreement (“Interim Debenture Agreement”) with Bromma Asset Management
Inc. a specialised investment firm led by Harry Lundin, Rick Rule and MMCAP International Inc. SPC (each, a “Holder”),
securing A$30.2 million in funding (before costs).
In connection with the transaction, Silver Mines has appointed SCP Resource Finance as its adviser.
After costs, the funds raised under the Convertible Debentures will be used predominantly for the following:
• drilling;
• engineering studies for the Definitive Feasibility Study;
• pre-construction activities; and
• general & administrative costs for the Bowdens Silver Project.
Bromma Asset Management Inc., through its Bromma Resource Master Fund Inc., is a Canadian investment firm with a
focus on the resource sector, particularly in precious metals.
The material terms of the Interim Debenture Agreement are as follows:
Principal Sum
The Company will raise a maximum of A$30,200,000 (Principal Sum).
Face Value
30,200 Convertible Debentures each with a face value of A$1,000.00.
Original Issue
Discount
2%
Conversion
The Holders shall have the right (but not the obligation) at any time prior to redemption or the
Maturity Date to convert all or any part of the Principal Sum into fully paid ordinary shares in the
capital of the Company (Shares) at a conversion price of A$0.22 per Share (Conversion Shares).
Conversion Price
A$0.22 per Share (Conversion Price).
The Conversion Price is a 33% premium to the Company’s last trading price of $0.165.
Mandatory
Conversion
Provided that the Shares issuable upon the conversion of the Convertible Debentures are free
trading and not subject to any restrictions on resale, the Company may elect to convert of all of the
Principal Sum of the then outstanding Convertible Debentures at the Conversion Price prior to the
Maturity Date, if the price of Shares on ASX is greater than A$0.375 for any 15 consecutive trading
days during any period of 30 consecutive trading days, subject to a minimum trading volume of
4,000,000 average Shares over the measurement period.
Additional Debt
Prior to the Maturity Date, the Company shall not issue any additional debt without the prior
approval of the Holders (Negative Pledge), until project financing is committed, thereafter; (i)
at the option of the Holders, the Negative Pledge will be terminated; or (ii) at the option of the
Company, the outstanding Convertible Debentures owing to the Holders can be either redeemed
at 102% of the Principal Sum thereof plus unpaid interest to the Maturity Date, payable in cash
(upon which the Negative Pledge will terminate automatically).
Directors’ Report
Silver Mines Limited Annual Report 2024
40
For personal use only
Maturity
The Convertible Debentures will mature after 48 months from the Issue Date (Maturity Date).
On the Maturity Date, the Company must repay the outstanding balance of the Principal Sum (plus
any interest accrued thereon) to the Holders:
(a) in cash; or
(b) with the mutual consent of both the Company and the Holders, and to the extent required
under Listing Rule 7.1, shareholder approval, in Shares with the price per Share based on a
10% discount to the volume weighted average price (VWAP) of the Shares on the Exchange
(as defined below) for 10 trading days preceding the Maturity Date, subject to a minimum daily
trading volume of 4,000,000 Shares; or
(c) with the mutual consent of both the Company and the Holders a combination of both (a) and (b).
Interest
Interest will accrue on the Convertible Debentures at the rate of 10% per annum, payable quarterly
in arrears in each year until the Maturity Date, as follows:
(a) (Initial Period): during a period commencing the date of issue (the Issue Date) and ending on
the second quarterly interest payment date, in cash;
(b) (Second Period): for a further period of 30 months from the Issue Date, at the option of the
Company, by either:
(i) the issue of 1/3 the equivalent value of the interest in Shares (Interest Shares), at a price per
Interest Share equal to a 10% discount to the volume weighted average trading price (the
VWAP) of the Shares on the ASX for the 10 trading days preceding the applicable interest
payment date, provided that the Interest Shares are free trading and listed and not subject
to any restrictions on resale; and
(ii) the payment of 2/3 the value of the interest in cash; or
(iii) the payment of the entire value of interest in cash;
(c) (Third Period): after the expiry of the Second Period, in cash.
Conditions
Precedent
The issue of the Convertible Debentures will be subject to the following conditions precedent:
(a) (Definitive Agreements): the entry into fuller form binding documentation in respect of the
Convertible Debentures; and
(b) (FIRB Approval): the Holders obtaining:
(i) a written notice, by or on behalf of the Treasurer of the Commonwealth of Australia, stating
that the Commonwealth Government does not object to the issue of the Convertible
Debentures (and any document executed in connection with the Convertible Debentures)
under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA); or
(ii) professional advice from its legal advisers that the issue of the Convertible Debentures
does not require approval under FATA and the Holders provides a copy of that advice to
the Company.
Directors’ Report
41
Silver Mines Limited Annual Report 2024
For personal use only
Security and
ranking
The Convertible Debentures will be senior secured obligations of the Company, and shall rank
senior in right of payment of principal and interest to all other previously existing or hereafter issued
indebtedness of the Company.
The Convertible Debentures will be secured by a general security interest over the assets of the
Company. The Company will enter into a general security agreement under which the Company
will have negative covenants not to pledge, sell, lease or otherwise dispose of its assets, other
than in the normal course or as permitted pursuant to the Definitive Agreements, without the
Holders’ prior written consent.
The Convertible Debentures shall have the benefit of a guarantee of the subsidiaries of
the Company of all indebtedness and liabilities of the Company to the Holders under the
Convertible Debentures.
Unquoted
The Convertible Debentures will be unquoted. The Company will apply for quotation of all Shares
issued pursuant to the Interim Debenture Agreement.
Redemption
on Change of
Control
In the event of a Change of Control of the Company, the Holders shall have the right to require the
Company to either:
(a) purchase the Convertible Debentures at 105% of the Principal Sum thereof plus unpaid interest
to the Maturity Date; or
(b) if:
(i)
the Change of Control results in a new or successor issuer (or equivalent in any foreign
jurisdiction); or
(ii) the Company is acquired by a reporting issuer or its equivalent in any foreign jurisdiction,
convert the Debenture into a replacement debenture of the new or successor issuer or the
acquiring reporting issuer, as applicable, in the aggregate principal amount of 105% of the
aggregate Principal Sum of the Convertible Debentures; or
(c) convert the Convertible Debentures at the Conversion Price.
Change of Control means:
(a) any transaction (whether by purchase, merge or otherwise) whereby a person or persons
acting jointly or in concert directly or indirectly acquire(s) the right to cast, at a general meeting
of shareholders of the Company more than 50% of the votes that may be ordinarily cast at a
general meeting;
(b) the Company’s amalgamation, consolidation or merger with or into any other person, any
merger of another person into the Company unless the holders of voting securities of the
Company immediately prior to such amalgamation, consolidation or merger hold securities
representing 50% or more of the voting control or direction in the Company or the successor
entity upon completion of the amalgamation, consolidation or merger; or
(c) any conveyance, transfer, sale lease or other disposition of all or substantially all of the
Company’s and its subsidiaries’ assets and properties, taken as a whole, to another arm’s
length person.
Covenants
In addition to customary positive and negative covenants contained in the Convertible Debentures,
the Company will be required to maintain a minimum positive working capital of not less than
A$3,000,000.
Events of Default
The Definitive Agreements will contain certain market standard events of default for an agreement
of this nature.
Directors’ Report
Silver Mines Limited Annual Report 2024
42
For personal use only
An Original Issue Discount of 2% will be deducted from the Principal Sum as agreed with the Holders. The Company will
also pay SCP Resource Finance a fee of USD$200,000.
The Company will keep the market updated as the transaction progresses.
Appeal Proceedings
As detailed further earlier in this report, Bingman filed an appeal in the Court of Appeal (“Appeal”). A hearing was held on
22 July 2024. The Appeal challenged the decision by the Land and Environment Court and it was upheld in a 2-1 majority
decision by the Court of Appeal. The Bowdens Development Consent has been declared void and of no effect.
The Company is working through the ramifications of the ruling and advises that it remains fully committed to the
progression of the Project through to production.
No other matter or circumstance has arisen since the reporting date that has significantly affected or may significantly affect
the consolidated entity’s operations, the results of those operations or the consolidated entity’s state of affairs in future
financial years.
This report is made in accordance with a resolution of the Directors.
Jonathan Battershill
Managing Director
Directors’ Report
43
Silver Mines Limited Annual Report 2024
For personal use only
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Auditor’s independence declaration to the directors of Silver Mines Limited
As lead auditor for the audit of the financial report of Silver Mines Limited for the year ended 30 June
2024, I declare to the best of my knowledge and belief, there have been:
a.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b.
No contraventions of any applicable code of professional conduct in relation to the audit; and
c.
No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Silver Mines Limited and the entities it controlled during the financial
year.
Ernst & Young
James Johnson
Partner
30 September 2024
For personal use only
Notes
2024
$
2023
$
Revenue
2/3
263,129
172,214
Cost of sales
(205,293)
(163,098)
Gross profit from continuing operations
57,836
9,116
Other income
3
943,381
95,890
Fair value measurement of livestock
233,207
(295,499)
Fair value movement of financial assets at fair value through profit and loss
-
(705,860)
Share registry and exchange fees
(235,835)
(245,300)
Auditors remuneration
(96,352)
(53,726)
Marketing expenses
(256,304)
(149,654)
Office expenses
(59,108)
(49,483)
IT and communication expenses
(20,656)
(23,114)
Depreciation expenses
(233,855)
(277,903)
Accounting services fees
(60,000)
(115,000)
Professional and technical advisors expenses
(827,994)
(675,261)
Employee benefits expenses
(662,403)
(906,694)
Travel and accommodation expenses
(191,238)
(31,836)
Share based payment
(452,302)
(434,791)
Farm operations
(198,638)
(137,161)
Other expenses
(363,722)
(269,816)
Profit / (Loss) from continuing operations before interest and income tax
(2,423,983)
(4,266,092)
Interest income
217,534
249,232
Finance costs
(11,161)
(94,141)
Profit / (Loss) from continuing operations before income tax
(2,217,610)
(4,111,001)
Income tax
4
-
-
Profit / (Loss) from continuing operations after income tax
(2,217,610)
(4,111,001)
Other comprehensive income
-
-
Total comprehensive income / (loss) (attributable to owners of the company)
(2,217,610)
(4,111,001)
Earnings per share (cents per share)
Basic earnings per share
21
(0.15)
(0.30)
Diluted earnings per share
21
(0.15)
(0.30)
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to
the financial statements.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024
45
Silver Mines Limited Annual Report 2024
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
Notes
2024
$
2023
$
Current assets
Cash and cash equivalent
5
10,805,188
8,051,445
Trade and other receivables
6
275,007
442,115
Inventory – livestock
7
389,411
333,831
Financial assets
8
264,532
5,592,011
Other assets
-
1,705
Total current assets
11,734,138
14,421,107
Non-current assets
Prepayment
6
66,215
-
Financial assets
8
391,867
381,867
Deferred exploration and development expenditures
9
92,624,423
82,513,669
Intangible assets
10
1,846,992
415,663
Land and buildings
11
31,141,855
29,549,339
Property, plant and equipment
12
931,392
3,475,998
Total non-current assets
127,002,744
116,336,536
Total assets
138,736,882
130,757,643
Current liabilities
Trade and other payables
13
873,865
827,081
Employee benefits provisions
14
252,666
431,656
Total current liabilities
1,126,531
1,258,737
Non-Current liabilities
Lease liability
15
-
3,574,117
Total non-current liabilities
-
3,574,117
Total liabilities
1,126,531
4,832,854
Net assets
137,610,351
125,924,789
Equity
Contributed equity
16
179,118,526
165,667,656
Reserves
16
3,274,209
2,821,907
Accumulated losses
(44,782,384)
(42,564,774)
Total Equity
137,610,351
125,924,789
The consolidated statement of financial position is to be read in conjunction with the notes to the financial statements.
Silver Mines Limited Annual Report 2024
46
For personal use only
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary
Shares
$
(Note 16)
Share capital
reserve
$
(Note 16)
Share based
payment
reserve
(Note 16)
Accumulated
losses
$
Total
$
As at 1 July 2022
148,747,656
2,000,000
387,117
(38,453,773)
112,681,000
Loss for the period
-
-
-
(4,111,001)
(4,111,001)
Total comprehensive income
-
-
-
(4,111,001)
(4,111,001)
Equity funds received, issue
of shares
18,000,000
-
-
-
18,000,000
Share base payments
-
-
434,790
-
434,790
Costs of funds raised
(1,080,000)
-
-
-
(1,080,000)
At 30 June 2023
165,667,656
2,000,000
821,907
(42,564,774)
125,924,789
As at 1 July 2023
165,667,656
2,000,000
821,907
(42,564,774)
125,924,789
Loss for the period
-
-
-
(2,217,610)
(2,217,610)
Total comprehensive income
-
-
-
(2,217,610)
(2,217,610)
Equity funds received, issue
of shares
14,000,003
-
-
-
14,000,003
Share base payments
-
-
452,302
-
452,302
Costs of funds raised
(549,133)
-
-
-
(549,133)
At 30 June 2024
179,118,526
2,000,000
1,274,209
(44,782,384)
137,610,351
The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements.
47
Silver Mines Limited Annual Report 2024
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FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
2024
$
2023
$
Cash flows from operating activities
Receipts from customers
322,710
267,194
Payments to suppliers & employees
(2,682,292)
(2,475,469)
Payments to farm operational expenses
(309,138)
(366,228)
Interest received
217,534
83,241
Grant received
150,000
-
Finance costs
(535)
-
Net cash outflows from operating activities
19
(2,301,721)
(2,491,262)
Cash flows from investing activities
Payments for deferred exploration
(10,141,969)
(13,783,977)
Bank guarantee
(10,000)
-
Payment to acquire intangible
(3,062,079)
(290,455)
Payment for property, plant and equipment
(528,838)
(8,894,012)
Redemption/(Investment) on preference shares
5,327,479
(1,300,000)
Redemption of preference shares investment
-
1,000,000
Proceeds from sale of property, plant and equipment
20,000
909
Net cash outflows from investing activities
(8,395,407)
(23,267,535)
Cash flows from financing activities
Proceeds from issues of shares
14,000,003
18,000,000
Payments for capital raising costs
(549,132)
(1,080,000)
Net cash inflows from financing activities
13,450,871
16,920,000
Net (decrease)/increase in cash and cash equivalent
2,753,743
(8,838,797)
Cash and cash equivalent at the beginning of the financial year
8,051,445
16,890,242
Cash and cash equivalent at the end of the financial year
5
10,805,188
8,051,445
The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements.
Silver Mines Limited Annual Report 2024
48
For personal use only
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: MATERIAL ACCOUNTING POLICIES
a. Corporate Information
The consolidated financial statements of Silver Mines
Limited (the Company or parent) and its subsidiaries
(collectively, the Group) for the year ended 30 June 2024
were authorised for issue in accordance with a resolution
of the directors on 30 September 2024.
Silver Mines Limited is company limited by shares
incorporated in Australia and is a public resource company
listed on the Australian Securities Exchange (ASX: SVL).
The registered office is located at Level 28, 88 Philip
Street, Sydney NSW 2000.
Silver Mines is engaged in pre-development works and
ongoing mineral exploration at its flagship Bowdens Silver
Project located near Mudgee in New South Wales.
The Groups’ strategy has been to consolidate quality silver
deposits in New South Wales and to form Australia’s pre-
eminent silver company.
The Company’s goal is to provide exceptional returns
to shareholders through the acquisition, exploration and
development of quality silver projects maximising leverage
to an accretive silver price.
b. Basis of Preparation
The financial statements are general purpose financial
statements that have been prepared in accordance
with Australian Accounting Standards (AASB) and the
requirements of Corporations Act 2001 and International
Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board as
applicable to a for-profit entity. The Group is a for-profit
entity for financial reporting purposes under Australian
Accounting Standards.
Except for the cash flow information, the financial
statements have been prepared on an accruals basis and
are based on historical costs, modified, where applicable,
by the measurement at fair value of selected non-current
assets, financial assets and financial liabilities. The financial
statements are presented in Australian dollars which is the
Group’s presentation and functional currency.
All values are rounded to the nearest dollar except when
otherwise indicated under the option available to the
company under ASIC Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191. The Company is
an entity to which this legislative instrument applies.
c. Going Concern
The Directors believe that the going concern basis is
appropriate for the preparation and presentation of the
financial statements, notwithstanding continued operating
losses, negative operating cash flows, and no ongoing
revenue streams, as the directors believe that the Group
will raise sufficient cash and liquid assets.
The Group currently has sufficient cash reserves to
support this Going Concern position and is confident of
its ability to raise further funds, should this be required.
The Group has a strong fund-raising track record.
As announced on 18 July 2024, the Company signed a
binding agreement for A$30.2 million in funding through a
convertible debenture agreement which provides capital
to fund ongoing exploration and development activities.
The agreement remains conditional upon fulfillment of
certain conditions precedent as disclosed in Note 24.
d. Principles of consolidation
The consolidated financial statements incorporate
the assets and liabilities of all subsidiaries of Silver
Mines Limited as at 30 June 2024 and the results of
its subsidiaries for the year then ended. Silver Mines
Limited and its subsidiaries together are referred to in
these financial statements as the ‘consolidated entity’
or ‘the Group’.
Subsidiaries are all those entities over which the
consolidated entity has control. The consolidated entity
controls an entity when the consolidated entity is exposed
to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns
through its power to direct the activities of the entity.
Intercompany transactions, balances and unrealised gains
on transactions between entities in the consolidated entity
are eliminated.
The acquisition of subsidiaries is accounted for using the
acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as
an equity transaction, where the difference between the
consideration transferred and the book value of the share
of the non-controlling interest acquired is recognised
directly in equity attributable to the parent.
Non-controlling interest in the results and equity of
subsidiaries are shown separately in the statement of profit
or loss and other comprehensive income, statement of
financial position and statement of changes in equity of the
consolidated entity. Losses incurred by the consolidated
entity are attributed to the non-controlling interest in full,
even if that results in a deficit balance.
Where the consolidated entity loses control over a
subsidiary, it derecognises the assets including goodwill,
liabilities and non-controlling interest in the subsidiary
together with any cumulative translation differences
recognised in equity. The consolidated entity recognises
the fair value of the consideration received and the fair
value of any investment retained together with any gain or
loss in profit or loss.
49
Silver Mines Limited Annual Report 2024
For personal use only
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
NOTE 1: MATERIAL ACCOUNTING POLICIES (cont.)
e. New accounting standards and Interpretations
i. Changes in accounting policy and disclosures
The accounting policies adopted are consistent with those
of the previous financial year except for the adoption
of new standards and interpretations effective as of
1 January 2023. The new standards and interpretations that
were adopted by the Group had no impact.
ii. Accounting standards and interpretations issued but not
yet effective
Australian Accounting Standards and Interpretations that
have recently been issued or amended but are not yet
effective have not been adopted by the Group for the
annual reporting period ended 30 June 2024.
The applicable new standards or amendments are
outlined below:
IFRS 17 Insurance Contracts
IFRS 17 Insurance Contracts is a comprehensive new
accounting standard for insurance contracts covering
recognition and measurement, presentation and disclosure.
IFRS 17 replaces IFRS 4 Insurance Contracts. IFRS 17
applies to all types of insurance contracts (i.e., life, non-life,
direct insurance and re-insurance), regardless of the type
of entities that issue them as well as to certain guarantees
and financial instruments with discretionary participation
features; a few scope exceptions will apply. The overall
objective of IFRS 17 is to provide a comprehensive
accounting model for insurance contracts that is more
useful and consistent for insurers, covering all relevant
accounting aspects. IFRS 17 is based on a general model,
supplemented by:
• a specific adaptation for contracts with direct
participation features (the variable fee approach); and
• a simplified approach (the premium allocation approach)
mainly for short-duration contracts.
The new standard had no impact on the Group’s
consolidated financial statements.
Definition of Accounting Estimates -
Amendments to IAS 8
The amendments to IAS 8 clarify the distinction between
changes in accounting estimates, changes in accounting
policies and the correction of errors. They also clarify how
entities use measurement techniques and inputs to develop
accounting estimates.
The amendments had no impact on the Group’s
consolidated financial statements.
Disclosure of Accounting Policies - Amendments to
IAS 1 and IFRS Practice Statement 2
The amendments to IAS 1 and IFRS Practice Statement 2
Making Materiality Judgements provide guidance and
examples to help entities apply materiality judgements to
accounting policy disclosures. The amendments aim to help
entities provide accounting policy disclosures that are more
useful by replacing the requirement for entities to disclose
their ‘significant’ accounting policies with a requirement
to disclose their ‘material’ accounting policies and adding
guidance on how entities apply the concept of materiality in
making decisions about accounting policy disclosures.
The amendments have had an impact on the Group’s
disclosures of accounting policies, but not on the
measurement, recognition or presentation of any items in
the Group’s financial statements.
Deferred Tax related to Assets and Liabilities arising
from a Single Transaction – Amendments to IAS 12
Income Tax
The amendments to IAS 12 Income Taxes narrow the
scope of the initial recognition exception, so that it no
longer applies to transactions that give rise to equal taxable
and deductible temporary differences such as leases and
decommissioning liabilities.
The amendments had no impact on the Group’s
consolidated financial statements.
International Tax Reform—Pillar Two Model Rules –
Amendments to IAS 12 Income Taxes
The amendments to IAS 12 have been introduced in
response to the OECD’s BEPS Pillar Two rules and include:
• A mandatory temporary exception to the recognition
and disclosure of deferred taxes arising from the
jurisdictional implementation of the Pillar Two model
rules; and
• Disclosure requirements for affected entities to help
users of the financial statements better understand an
entity’s exposure to Pillar Two income taxes arising from
that legislation, particularly before its effective date.
The mandatory temporary exception – the use of which
is required to be disclosed – applies immediately. The
remaining disclosure requirements apply for annual
reporting periods beginning on or after 1 January 2023,
but not for any interim periods ending on or before
31 December 2023.
The amendments had no impact on the Group’s
consolidated financial statements as the Group is not in
scope of the Pillar Two model rules as its revenue is less
than €750 million/year.
Silver Mines Limited Annual Report 2024
50
For personal use only
NOTE 1: MATERIAL ACCOUNTING POLICIES (cont.)
f. 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.
g. Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the
amount of GST, except:
• when the GST incurred on a sale or purchase of assets
or services is not payable to or recoverable from the
taxation authority, in which case the GST is recognised
as part of the revenue or the expense item or as part
of the cost of acquisition of the asset, as applicable;
• when receivables and payables are stated with the
amount of GST included.
The net amount of GST recoverable from, or payable to,
the taxation authority is included as part of receivables
or payables in the statement of financial position.
Commitments and contingencies are disclosed net of
the amount of GST recoverable from, or payable to, the
taxation authority.
Cash flows are included in the statement of cash flows
on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is
recoverable from, or payable to, the taxation authority is
classified as part of operating cash flows.
h. Comparatives
The consolidated financial statements provide comparative
information in respect of the previous period. In addition,
the Consolidated Entity presents an additional statement
of financial position at the beginning of the preceding
period when there is a retrospective application of
an accounting policy, a retrospective restatement,
or a reclassification of items in financial statements.
The consolidated financial statements present reclassified
comparative information where required for consistency
with the current year’s presentation.
i. Critical accounting estimates and significant
judgments used in applying accounting policies
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its
judgements and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses. Management
bases its judgements, estimates and assumptions
on historical experience and on other various factors,
including expectations of future events, management
believes to be reasonable under the circumstances.
The resulting accounting judgements and estimates will
seldom equal the related actual results. The judgements,
estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are
discussed below.
Impairment of non-financial assets other than
goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-
financial assets other than goodwill and other indefinite
life intangible assets at each reporting date by evaluating
conditions specific to the consolidated entity and to
the particular asset that may lead to impairment. If an
impairment trigger exists, the recoverable amount of the
asset is determined. This involves fair value less costs of
disposal or value-in-use calculations, which incorporate a
number of key estimates and assumptions.
Exploration and evaluation costs
Exploration and evaluation costs have been capitalised
on the basis that the consolidated entity will commence
commercial production in the future, from which time
the costs will be amortised in proportion to the depletion
of the mineral resources. Key judgements are applied
in considering costs to be capitalised which includes
determining expenditures 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. The Group incurred exploration
and development expenditure of $10,110,754 during the
2024 Financial Year (2023: $13,704,582). The carrying
value of exploration and exploration assets is $92,624,423
as at 30 June 2024. (2023: $82,513,669).
In respect of impairment indicators, a high degree of
management judgement is required. This judgment
includes the Group’s plan and ability to renew the
tenements and continue the exploration activities, the
Group’s capacity to fund the exploration activities and the
assessment on the impact of factors such as changes in
the industry, geography of project, committed expenditure
and tenement expiry date.
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
51
Silver Mines Limited Annual Report 2024
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NOTE 1: MATERIAL ACCOUNTING POLICIES (cont.)
Share-based payments
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by using the using the Binomial or
Black-Scholes for share options issued and Hoadley Parisian Barrier model for performance rights.
NOTE 2: OPERATING SEGMENTS
Identification of reportable operating segments
The consolidated entity is organised into two operating segments, being mining and exploration operations and
agricultural operations. These operating segments are based on the internal reports that are reviewed and used by the
Board of Directors (who are identified as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in
determining the allocation of resources.
Operating segments have been aggregated where the segments have similar economic characteristics in respect of the
nature of the products and services, the product processes, the type or class of customers, the distribution methods and, if
applicable, the nature of the regulatory environment.
(a) Segment performance continuing operations
For the year ended 30 June 2024
Mining and
Exploration
Operations
Agricultural
Operations
Total
$
$
$
Revenue
-
263,129
263,129
Rental income
-
60,797
60,797
Total segment revenue and other income
-
323,926
323,926
Inter-segment elimination
-
Total group revenue and other income
323,926
EBITDA
(2,342,565)
152,437
(2,190,128)
Unallocated expense
Depreciation
(233,855)
Interest income
217,534
Finance costs
(11,161)
Loss before income tax expense
(2,217,610)
Income tax expense
-
Loss after income tax expense
(2,217,610)
Material items include:
Fair value movement of financial assets at fair value through profit
and loss
-
-
-
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Silver Mines Limited Annual Report 2024
52
For personal use only
NOTE 2: OPERATING SEGMENTS (cont.)
For the year ended 30 June 2023
Mining and
Exploration
Operations
Agricultural
Operations
Total
$
$
$
Revenue
-
172,214
172,214
Government grants
-
94,981
94,981
Total segment revenue and other income
-
267,195
267,195
Inter-segment elimination
-
Total group revenue and other income
267,195
EBITDA
(3,648,314)
(339,875)
(3,988,189)
Unallocated expense
Depreciation
(277,903)
Interest income
249,232
Finance costs
(94,141)
Profit before income tax
(4,111,001)
Income tax expense
-
Loss before income tax expense
(4,111,001)
Material items include:
Fair value movement of financial assets at fair value through profit
and loss
(705,860)
-
(705,860)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
53
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NOTE 2: OPERATING SEGMENTS (cont.)
(b) Segment assets
As at 30 June 2024
Mining and
Exploration
Operations
Agricultural
Operations
Total
$
$
$
Segment assets
101,284,355
1,356,013
102,640,368
Inter-segment eliminations
(8,695,142)
93,945,226
Unallocated assets
Cash and cash equivalent
10,805,188
Receivables
275,007
Financial assets
391,867
Intangible assets
1,846,992
Investment in listed shares
263,500
Investment in unlisted options
1,032
Prepayment
66,215
Land and buildings
31,141,855
Total assets
138,736,882
As at 30 June 2023
Mining and
Exploration
Operations
Agricultural
Operations
Total
$
$
$
Segment assets
90,789,225
1,316,458
92,105,683
Inter-segment eliminations
(8,666,235)
83,439,448
Unallocated assets
Cash and cash equivalent
8,051,445
Receivables
442,115
Other assets
1,705
Financial assets
5,709,346
Right of use assets
2,884,050
Intangible assets
415,663
Investment in listed shares
263,500
Investment in unlisted options
1,032
Land and buildings
29,549,339
Total assets
130,757,643
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
54
For personal use only
NOTE 2: OPERATING SEGMENTS (cont.)
(c) Segment liabilities
As at 30 June 2024
Mining and
Exploration
Operations
Agricultural
Operations
Total
$
$
$
Segment liabilities
1,770,615
7,798,392
9,569,007
Inter-segment eliminations
(8,695,142)
873,865
Unallocated liabilities
Employee benefits provisions
252,666
Lease liability
-
Total liabilities
1,126,531
As at 30 June 2023
Mining and
Exploration
Operations
Agricultural
Operations
Total
$
$
$
Segment liabilities
1,730,438
7,762,878
9,493,316
Inter-segment eliminations
(8,666,235)
827,081
Unallocated liabilities
Employee benefits provisions
431,656
Lease liability
3,574,117
Total liabilities
4,832,854
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
55
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NOTE 3: REVENUE AND OTHER INCOME
2024
2023
$
$
Revenue
Sales of Livestock
179,439
76,623
Sales of Wool
83,690
94,241
Others
-
1,350
263,129
172,214
Other Income
Grant
150,000
-
Gain on sales of property, plant and equipment (Note 12)
17,011
909
Other income (Note 12)
715,573
-
Rental income
60,797
94,981
943,381
95,890
Revenue Recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in
exchange for transferring goods or services to a customer.
For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance
obligations in the contract; determines the transaction price which takes into account estimates of variable consideration
and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the
relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events.
Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of
variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is
highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement
constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts
received that are subject to the constraining principle are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is
generally at the time of delivery.
Rent
Rent revenue from investment properties is recognised on a straight-line basis over the lease term. Lease incentives granted
are recognised as part of the rental revenue. Contingent rentals are recognised as income in the period when earned.
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
56
For personal use only
NOTE 4: INCOME TAX
(a) Reconciliation of income tax expense to prima facie tax payable
2024
2023
$
$
Operating loss before income tax
(2,217,610)
(4,111,001)
Prima facie income tax benefit/(expense) at 25% (2023: 25%) on operating profit/(loss)
(554,402)
(1,027,750)
Add tax effect of:
Tax losses and temporary differences not recognised
554,402
1,027,750
Non temporary differences
-
-
Income tax attributable to operating (loss)/profit
-
-
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to
temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
• When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
nor taxable profits; or
• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and
the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
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.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for
the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is
probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
57
Silver Mines Limited Annual Report 2024
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NOTE 4: INCOME TAX (cont.)
Silver Mines Limited (the ‘head entity’) and its wholly owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated
group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the
‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the
tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets)
and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax
consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts
receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the
intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a
contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.
Directors are of the view that it is not probable that taxable profit will be available against which the unused tax losses or
unused tax credits can be utilised, the deferred tax asset is not recognised.
2024
2023
$
$
(b) Deferred tax assets and (liabilities) are attributable to the following:
Exploration expenditure
(15,175,913)
(12,648,224)
Tax losses
15,175,913
12,648,224
-
-
(c) Tax losses
Unused tax losses for which no tax loss has been booked as a deferred tax asset
adjusted for non-temporary differences
43,748,338
42,400,902
Potential tax benefit at 25% (2023: 25%)
10,937,084
10,600,226
Potential effect on future tax expense
10,937,084
10,600,226
The Group’s ability to recover unrecognised tax losses depends on the Group’s earnings as well as the Group meeting the
Same Business Test or the Continuity of Ownership Test.
NOTE 5: CASH AND CASH EQUIVALENTS
2024
2023
$
$
Current
Cash and cash equivalent
10,805,188
8,051,445
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
58
For personal use only
NOTE 6: TRADE AND OTHER RECEIVABLES
2024
2023
$
$
Current
GST
101,675
215,619
Prepayment
93,332
157,979
Other receivables
80,000
68,517
275,007
442,115
Non-Current
Prepayment
66,215
-
66,215
-
NOTE 7: INVENTORY – LIVESTOCK
2024
2023
$
$
Current
Livestock
389,411
333,831
Livestock is measured at fair value less cost to sell, with any change recognised in the income statement. Costs to sell
include all costs that would be necessary to sell the assets, including freight and direct selling costs.
The fair value of livestock is based on its present location and condition. If an active or other effective market exists for
livestock in its present location and condition, the quoted price in that market is the appropriate basis for determining
the fair value of that asset. Where the Group has access to different markets, then the most relevant market is used to
determine fair value. The relevant market is defined as the market “that access is available to the entity” to be used at the
time the fair value is established.
If an active market does not exist, then one of the following is used in determining fair value in the following order:
• the most recent market transaction price, provided that there has not been a significant change in economic
circumstances between the date of that transaction and the end of the reporting period
• market prices, in markets accessible to us, for similar assets with adjustments to reflect differences
• sector benchmarks
In the event that market determined prices or values are not available for livestock in its present condition, the present value of the
expected net cash flows from the asset discounted at a current market determined rate may be used in determining fair value.
At the end of each reporting period, the Group measures livestock at fair value. The fair value is determined through price
movements, natural increase and natural death.
The net increments or decrements in the market value of livestock are recognised as either revenue or expense in the
income statement, determined as:
• The difference between the total fair value of livestock recognised at the beginning of the financial year and the total fair
value of livestock recognised as at the reporting date; less
• Costs expected to be incurred in realising the market value (including freight and selling costs).
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
59
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NOTE 8: FINANCIAL ASSETS
2024
2023
$
$
Current
Financial assets at fair value through profit or loss
Investment in Listed Shares
263,500
263,500
Investment in Unlisted Options
1,032
1,032
Financial assets measured at amortised cost
Redeemable preference shares (Note 17(b))
-
5,327,479
Total
264,532
5,592,011
Non-current
Performance guarantee bonds
391,867
381,867
Total
391,867
381,867
Financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except
for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or
fair value depending on their classification. Classification is determined based on both the business model within which
such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is
being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it’s carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where
they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii)
designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance
depends upon the consolidated entity’s assessment at the end of each reporting period as to whether the financial
instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information
that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable
to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where
it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected
credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present
value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
The total interest revenue for financial assets that are measured at amortised cost was $21,877 (FY2023 $165,992).
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
60
For personal use only
NOTE 9: DEFERRED EXPLORATION AND DEVELOPMENT EXPENDITURES
2024
2023
$
$
Non-current
Exploration expenditures
Costs carried forward in respect of areas of interest in:
Exploration and evaluation phase
Opening balance
82,513,669
68,809,087
Expenditure in the year
10,110,754
13,704,582
Closing balance
92,624,423
82,513,669
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs
include directly attributable employee remuneration, materials and fuel used, surveying costs, drilling costs and payments
made to contractors. In evaluating whether the expenditures meet the criteria to be capitalised, several different sources of
information are used.
Accumulated costs in relation to an abandoned area are written off in full against profits in the year in which the decision to
abandon the area is made.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from where exploration commences and are included in
the costs of that stage. Site restoration costs include the dismantling and removal of mining plant equipment and building
structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have
been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site
restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and
future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within
one year of abandoning the site.
Exploration and evaluation assets are tested for impairment each year in accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources. When the facts and circumstances suggest that the carrying amount exceeds the
recoverable amount, the carrying amount is written down to its likely recoverable amount.
As detailed in the Directors report, Bingman filed an appeal in the Court of Appeal (“Appeal”). A hearing was held on
22 July 2024. The Appeal challenged the decision by the Land and Environment Court and it was upheld in a 2-1 majority
decision by the Court of Appeal. The Bowdens Development Consent has been declared void and of no effect.
The Company is working through the ramifications of the ruling and advises that it remains fully committed to the
progression of the Project through to production.
Silver Mines does not consider the decision of the Court of Appeal an indicator of impairment.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
61
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NOTE 10: INTANGIBLE ASSETS
2024
2023
$
$
Non-current
Opening balance
415,663
1,183,947
Additions
3,062,508
290,455
Utilisation
(1,631,179)
(1,058,739)
Closing balance
1,846,992
415,663
The Group has entered into a number of option agreements to purchase properties attaching to the tenements. As consideration
for these agreements, the Group has paid total option fees of $3,062,507 (June 2023: $290,455) during the year.
NOTE 11: LAND AND BUILDINGS
2024
2023
$
$
Non-current
Properties at cost
32,055,912
30,371,164
Accumulated Depreciation
(914,057)
(821,825)
31,141,855
29,549,339
Land
Buildings
Buildings
improvements
Total
$
$
$
$
Cost or valuation
Balance at 1 July 2022
18,371,314
1,166,083
708,023
20,245,420
Additions
7,763,163
1,275,000
28,842
9,067,005
Transfers from intangible assets
1,058,739
-
-
1,058,739
Balance at 30 June 2023
27,193,216
2,441,083
736,865
30,371,164
Additions
-
-
53,569
53,569
Transfers from intangible assets
1,631,179
-
-
1,631,179
Balance at 30 June 2024
28,824,395
2,441,083
790,434
32,055,912
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
62
For personal use only
NOTE 11: LAND AND BUILDINGS (cont.)
Land
Buildings
Buildings
improvements
Total
$
$
$
$
Depreciation and impairment
Balance at 1 July 2022
-
100,776
684,070
784,846
Depreciation charge for the year
-
29,152
7,827
36,979
Balance at 30 June 2023
-
129,928
691,897
821,825
Depreciation charge for the year
-
80,090
12,142
92,232
Balance at 30 June 2024
-
210,018
704,039
914,057
Net book value
At 1 July 2022
18,371,314
1,065,307
23,953
19,460,574
At 30 June 2023
27,193,216
2,311,155
44,968
29,549,339
At 30 June 2024
28,824,395
2,231,065
86,395
31,141,855
There are no fully depreciated buildings still in use. All buildings currently in use have either been partially depreciated or
have not reached full depreciation.
Depreciation is calculated on a straight‑line basis to write off the net cost of each item of buildings and building
improvements (excluding land) over their expected useful lives as follows:
Buildings 40 years
Building improvements 4‑8 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Items of land and buildings are derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
63
Silver Mines Limited Annual Report 2024
For personal use only
NOTE 12: PROPERTY, PLANT AND EQUIPMENT
2024
2023
$
$
Plant and equipment - at cost
2,042,639
4,893,658
Less: accumulated depreciation
(1,111,247)
(1,417,660)
931,392
3,475,998
Reconciliations
Plant &
Mining
Equip-
ment
Office &
Camp
Equip-
ment
Road
Motor
Vehicles
Other
Assets -
Farming
Right
of use
Assets
Computer
Equip-
ment
Total
$
$
$
$
$
$
$
$
Cost or valuation
Balance
at 1 July
2022
429,722
269,373
-
525,824
94,388
3,302,347
75,307
4,696,961
Additions
-
24,115
-
143,208
22,982
6,392
196,697
Balance at
30 June
2023
429,722
293,488
-
669,032
117,370
3,302,347
81,699
4,893,658
Reversals
-
-
-
-
- (3,227,347)1
-
(3,227,347)
Disposal
-
-
-
(32,727)
-
-
-
(32,727)
Additions
13,299
14,234
100,938
264,065
13,495
-
3,024
409,055
Balance at
30 June
2024
443,021
307,722
100,938
900,370
130,865
75,000
84,723
2,042,639
1 During the period the Company reassessed its obligations under the existing Lease arrangement resulting in derecognition of lease liability and
right-of-use asset. As a result, a net gain of $715K has been recognized as other income in profit and loss.
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
64
For personal use only
NOTE 12: PROPERTY, PLANT AND EQUIPMENT (cont.)
Plant &
Mining
Equip-
ment
Office &
Camp
Equip-
ment
Road
Motor
Vehicles
Other
Assets -
Farming
Right
of use
Assets
Computer
Equip-
ment
Total
$
$
$
$
$
$
$
$
Depreciation and impairment
Balance at
1 July 2022
315,777
269,373
-
200,841
32,831
286,203
71,712
1,176,737
Depreciation
charge for
the year
27,083
4,451
-
62,794
11,082
132,094
3,419
240,923
Balance at
30 June 2023
342,860
273,824
-
263,635
43,913
418,297
75,131
1,417,660
Depreciation
charge for the
year
20,054
7,058
-
55,016
10,782
12,500
6,474
111,884
Reversal of
depreciation
-
-
-
-
-
(418,297)
-
(418,297)
Balance at
30 June 2024
362,914
280,882
-
318,651
54,695
12,500
81,605
1,111,247
Net book value
At 1 July 2022
113,945
-
-
324,983
61,557
3,016,144
3,595
3,520,224
At 30 June
2023
86,862
19,664
-
405,397
73,457
2,884,050
6,568
3,475,998
At 30 June
2024
80,107
26,840
100,938
581,719
76,170
62,500
3,118
931,392
The gross carrying amount of fully depreciated property, plant and equipment that is still in use $57,993 related to motor
vehicles, $253,889 related to plant and equipment, $269,373 related to office & camp equipment, $21,737 related to other
assets-farming and $11,845 related to computer equipment.
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying assets,
and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
65
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NOTE 12: PROPERTY, PLANT AND EQUIPMENT (cont.)
During the period the Company reassessed its obligations under the existing Lease arrangement resulting in derecognition
of lease liability and right-of-use asset. As a result, a net gain of $715,000 has been recognised as other income in
profit and loss.
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
over their expected useful lives as follows:
Plant & Mining Equipment
4-20 years
Office & Camp Equipment
3-8 years
Motor Vehicles
6-8 years
Other Assets - Farming
5 years
Computer Equipment
2 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
NOTE 13: TRADE AND OTHER PAYABLES
2024
2023
$
$
Current
Trade creditors and accruals
873,865
827,081
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the
financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
NOTE 14: EMPLOYEE BENEFITS PROVISIONS
2024
2023
$
$
Current
Employee benefits provisions
252,666
413,656
Short-term employee benefits
Liabilities for wages and salaries, including annual leave to be settled wholly within 12 months of the reporting date are
measured at the amounts expected to be paid when the liabilities are settled.
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
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66
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NOTE 15: LEASE LIABILITY
2024
2023
$
$
Non-current
Lease liabilities
-
3,574,117
Total
-
3,574,117
During the period the Company reassessed its obligations under the existing Lease arrangement resulting in derecognition
of lease liability and right-of-use asset. As a result, a net gain of $715,000 has been recognised as other income in profit
and loss.
The consolidated statement of profit or loss and other comprehensive income shows the following amounts relating to leases:
2024
2023
$
$
Interest expenses
-
88,155
Depreciation expenses
12,500
132,094
12,500
220,249
NOTE 16: CAPITAL AND RESERVES
(a) Ordinary shares issued and fully paid
Date
Details
Number of
shares
Issue price
$
01-July-22
1,291,832,143
148,747,656
Feb-23
Capital raising
112,500,000
0.160
18,000,000
Feb-23
Capital raising fee
-
-
(1,080,000)
30-Jun-23
1,404,332,143
165,667,656
Feb-24
Capital raising
59,259,260
0.135
8,000,000
Mar-24
Capital raising
44,444,854
0.135
6,000,002
Mar-24
Capital raising fee
-
-
(549,132)
30-Jun-24
1,508,036,257
179,118,526
(b) Issued and paid-up capital
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 fully paid 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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
67
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NOTE 16: CAPITAL AND RESERVES (cont.)
(c) Share options
At 30 June 2024 details of Listed and Unlisted Options are as follows:
Details
Number
Exercise price
Expiry date
Unlisted options
9,000,000
$0.30
21-Dec-2024
Unlisted options
5,000,000
$0.20
3 years from
milestone
achievement
Unlisted options
2,500,000
$0.30
1-Mar-2026
Unlisted options
2,500,000
$0.50
1-Mar-2028
Total
19,000,000
2024
2023
Number
Number
Movements in options
Balance at the beginning of the financial year
19,000,000
14,000,000
Options lapsed
-
-
Options exercised
-
-
Options issued
-
5,000,000
Balance at the end of the financial year
19,000,000
19,000,000
2024
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Lapsed
Balance at
the end of
the year
21-Dec-17
3 years from
milestone
achievement1
$0.20
5,000,000
-
-
-
5,000,000
12-Dec-21
21-Dec-24
$0.30
9,000,000
-
-
-
9,000,000
01-Mar-23
01-Mar-26
$0.30
2,500,000
-
-
-
2,500,000
01-Mar-23
01-Mar-28
$0.50
2,500,000
-
-
-
2,500,000
19,000,000
-
-
-
19,000,000
Weighted average exercise price
0.300
-
-
-
0.300
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
68
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NOTE 16: CAPITAL AND RESERVES (cont.)
2023
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Lapsed
Balance at
the end of
the year
21-Dec-17
3 years from
milestone
achievement1
$0.20
5,000,000
-
-
-
5,000,000
12-Dec-21
21-Dec-24
$0.30
9,000,000
-
-
-
9,000,000
01-Mar-23
01-Mar-26
$0.30
-
2,500,000
-
-
2,500,000
01-Mar-23
01-Mar-28
$0.50
-
2,500,000
-
-
2,500,000
14,000,000
5,000,000
-
-
19,000,000
Weighted average exercise price
0.264
0.400
-
-
0.300
1. Expiry which is three years from the date of achievement of Project Financing, which must achieve a minimum of $150 million (Financing
Milestone). This was set out in the Company’s Notice of Annual General Meeting dated 30 October 2017.
The weighted average share price during the financial year was $0.16 (2023: $0.19).
The weighted average remaining contractual life of the options, except for the 5,000,000 options’ expiry date is 3 years
from the achievement of milestone, outstanding at the end of the financial year was 1.67 years (2023: 2.67 years).
(d) Reserves
In June 2016, the Company completed the acquisition of Silver Investment Holdings Australia Ltd (SIHA) and Bowdens
Silver Pty Ltd. As part of the consideration for the purchase of SIHA, 40,000,000 ordinary shares in the capital of the Group
are to be issued as a deferred consideration.
In May 2016, the Company entered into a share sale and purchase deed (“Deed”) which effectuated the purchase of the
Bowdens Silver Project (“Project”) pursuant to which 40,000,000 fully paid ordinary shares in the Company was to be
issued as deferred consideration (“Deferred Consideration Shares”). The Company issued 20,000,000 of the Deferred
Consideration Shares to non-related and related parties (following shareholder approval) of the Company after Silver Mines
lodged its Environmental Impact Statement and Development Application (announced 25 May 2020).
A further 20,000,000 of the Deferred Consideration Shares (“Remaining Deferred Consideration”) will be issued to
non-related and related parties of the Company upon lodgment of a mining lease granted in respect of the Project in
accordance with a waiver granted by the ASX on 23 September 2022 and approved by shareholders of Silver Mines at
the Annual General Meeting of the Company on 9 November 2022. The Remaining Deferred Consideration is valued at
$2,000,000.
2024
2023
$
$
Movements in reserves
Balance at the beginning of the financial year
2,821,907
2,387,117
Share based payment reserve movement
248,425
434,790
Performance rights movement
203,877
-
Balance at the end of the financial year
3,274,209
2,821,907
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
69
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NOTE 16: CAPITAL AND RESERVES (cont.)
(e) Capital risk management
For the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity
reserves attributable to the equity holders of the parent.
The Group’s objectives when managing capital is to safeguard the ability to continue as a going concern, so that it can
continue to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. There have been no changes in the strategy adopted by
management to control the capital of the Group since the prior year.
(f) Share based payments
A share option plan has been established by the Group and approved by shareholders at a general meeting, whereby the
consolidated entity may, at the discretion of the Board of Directors, grant options over ordinary shares in the company
to certain key management personnel of the Group. The options are issued for nil consideration and are granted in
accordance with performance guidelines established by the Board of Directors.
For the options granted during the year ended 30 June 2022, the valuation model inputs used to determine the fair value at
the grant date, are as follows:
Grant Date
Expiry Date
Number of
options
Share price
at grant
date
Exercise
price
Expected
volatility
Risk-free
interest
rate
Fair value
at grant
date
21/12/2021
21/12/2024
9,000,000
$0.205
$0.30
77.44%
0.15%
$0.082
For the options granted during the year ended 30 June 2023, the valuation model inputs used to determine the fair value at
the grant date, are as follows:
Grant Date
Expiry Date
Number of
options
Share price
at grant
date
Exercise
price
Expected
volatility
Risk-free
interest
rate
Fair value
at grant
date
01/03/2023
01/03/2026
2,500,000
$0.18
$0.30
125.55%
3.81%
$0.112
01/03/2023
01/03/2026
2,500,000
$0.18
$0.30
179.63%
3.78%
$0.165
For the performance rights granted during the year ended 30 June 2024, the valuation model inputs used to determine the
fair value at the grant date, are as follows:
Grant Date
Expiry Date
Number of
performance
rights
Share price
at grant
date
Exercise
price
Expected
volatility
Risk-free
interest
rate
Fair value
at grant
date
01/01/2024
31/12/2026
4,000,000
$0.16
Nil
84.40%
3.80%
$0.12
01/01/2024
31/12/2026
4,000,000
$0.16
Nil
84.40%
3.80%
$0.11
01/01/2024
31/12/2026
4,000,000
$0.16
Nil
84.40%
3.80%
$0.10
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
70
For personal use only
NOTE 17: RELATED PARTY TRANSACTIONS
(a) Key Management Personnel
The names and positions held of Group key personnel are:
Key Management Personnel
Position
Keith Perrett
Non-Executive Chairman
Anthony McClure
Managing Director (resigned 31 December 2023)
Kristen Podagiel
Non-Executive Director
Jonathan Battershill
Managing Director (appointed 01 January 2024, previously Non-Executive Director)
Robert Dennis
Non-Executive Director (appointed 01 July 2024)
Trent Franklin, the Company Secretary of the Company was no longer considered key management personnel from
November 2022, as from that point in time Mr Franklin’s roles and responsibilities were amended such that he did not have
control over financial, operational or human resources within the Group and does not direct or manage resources.
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
2024
2023
$
$
Short-term employee benefits
975,210
1,083,162
Post-employment benefits
49,797
42,955
Share based payment
203,877
29,388
1,228,884
1,155,505
(b) Related party transactions
During the Financial Year, the Company had employed a family member of a key management person with a total
remuneration package of $70,650 (2023: $145,659). This family member is no longer employed with the Group.
(c) Consolidated Entities
The Group operates in the exploration industry in Australia only. The Group has the following wholly owned subsidiaries
whose transactions have been consolidated into the Group accounts:
Entity name
Entity type
Country of
incorporation
Percentage of
capital held
Country of tax
residence
Silver Investment Holdings Australia Pty Ltd
Body Corporate
Australia
100%
Australia
Bowdens Silver Pty Ltd
Body Corporate
Australia
100%
Australia
Tuena Resources Pty Ltd
Body Corporate
Australia
100%
Australia
Bowdens Agriculture Pty Ltd
Body Corporate
Australia
100%
Australia
Asia Metals Holdings 3 Pty Ltd
Body Corporate
Australia
100%
Australia
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
71
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NOTE 18: PARENT ENTITY INFORMATION
Parent
2024
2023
$
$
Statement of profit or loss and other comprehensive income
Profit / (loss) after income tax
(2,516,312)
(2,879,687)
Total comprehensive income/(loss)
(2,516,312)
(2879,687)
2024
2023
$
$
Statement of financial position
Total current assets
10,653,094
13,285,846
Total assets
144,173,658
132,999,875
Total current liabilities
355,338
568,416
Total liabilities
355,338
568,416
Equity
Issued capital
179,322,404
165,667,656
Reserves
3,070,333
2,821,907
Accumulated losses
(38,574,416)
(36,058,104)
Total equity
143,818,320
132,431,459
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
There are no such guarantees arrangements during the years ended 30 June 2024 and 30 June 2023.
Deed of Cross Guarantee
Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, Silver Mines Limited, Silver Investment
Holdings Pty Limited and Bowdens Silver Pty Ltd have entered into a deed of cross guarantee on 23 April 2024. The effect
of the deed is that Silver Mines Limited has guaranteed to pay any deficiency in the event of winding up of any controlled
entity or if they do not meet their obligations under the terms of overdrafts, loans, leases or other liabilities subject to the
guarantee. The controlled entities have also given a similar guarantee in the event that Silver Mines Limited is wound up or
if it does not meet its obligations under the terms of overdrafts, loans, leases or other liabilities subject to the guarantee.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
Material accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for
the following:
• Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
• Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
72
For personal use only
NOTE 19: RECONCILIATION OF OPERATING PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH
FLOWS FROM OPERATING ACTIVITIES
2024
2023
$
$
Operating profit/(loss) after income tax
(2,217,610)
(4,111,001)
Depreciation
233,855
277,903
Fair value measurement of livestock
(233,207)
295,499
Borrowing cost amortisation
1,812
3,111
Interest expense on AASB 16 lease accounting
-
88,155
Gain on sales of non-current assets
(17,011)
(909)
Fair value movement of financial assets at fair value through profit and loss
-
705,860
Reverse previous year depreciation and interest expense
(690,066)
-
Transfer initial payment sitting in prepayment to ROU Asset and reverse the
deprecation on record of share issued
(25,000)
-
Share based payment
452,302
434,791
(2,494,925)
(2,306,591)
Movements in working capital:
(Increase)/decrease in receivables and prepayments
107,751
52,086
(Increase)/decrease in inventory
(54,336)
(231,963)
Increase/(decrease) in payables and provision
133,772
(46,599)
(Increase)/decrease in employee provisions
6,017
41,805
Net cash outflows from operating activities
(2,301,721)
(2,491,262)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
73
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NOTE 20: FINANCIAL INSTRUMENT DISCLOSURES
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit
risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets
and seeks to minimise adverse effects on the financial performance of the Group. The Group uses different methods to
measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rates
and other price risks and aging analysis for credit risk.
Risk management is carried out by the Company Secretary under policies approved by the Board of Silver Mines Limited.
The Company Secretary identifies and evaluates the risks in close cooperation with the Group’s management and Board.
(a) Market risk
(i) Foreign exchange risk
The Group does not have any significant exposure to foreign exchange risk.
(ii) Price risk
The Group in the current year did not have any significant exposure to commodity price risk. The Group will have exposure
to silver price risk if and when mining operations begin. Directors have not made any determination at this stage as to
whether they will consider commodity price hedge arrangements.
The Group’s investment in listed shares and unlisted options that listed on the ASX are exposed to price risk. The sensitivity
analysis of the Group’s exposure to price risk is as follows:
Average price increase
Average price decrease
% Change
Effect on
profit
Effect on
net assets
% Change
Effect on
profit
Effect on
net assets
Consolidated - 2024
Financial assets at fair value
through profit or loss
- Investment in listed shares
10%
26,350
26,350
8%
(21,080)
(21,080)
- Investment in unlisted options
10%
103
103
8%
(83)
(83)
(iii) Cash flow and fair value interest rate risk
The Group has exposure to interest rate risk which is the risk that a financial instrument’s value will fluctuate as a result
of changes in market interest rates and the effective weighted average interest rates on those financial assets and the
financial liabilities.
The Group’s policy is to ensure that the best interest rate is received for the short-term deposits. The Group uses a number
of banking institutions, with a mixture of fixed and variable interest rates. Interest rates are reviewed prior to deposits
maturing and the fund is re-invested at the best rate.
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
74
For personal use only
NOTE 20: FINANCIAL INSTRUMENT DISCLOSURES (cont.)
(iii) Cash flow and fair value interest rate risk (continued)
Floating
interest rate
Fixed interest rate maturing
Non-interest
bearing
Total
Within 1 year
Over 1 year
$
$
$
$
$
2024
FINANCIAL ASSETS
Cash assets
10,805,188
-
-
-
10,805,188
Performance guarantee
bonds
-
-
-
391,867
391,867
Financial assets at fair value
through Profit and Loss
-
-
-
264,532
264,532
Financial assets measured at
amortised cost
-
-
-
-
Other financial assets
-
-
-
181,675
181,675
10,805,188
-
-
838,074
11,643,262
FINANCIAL LIABILITIES
Payables (current)
-
-
-
(873,865)
(873,865)
Lease liabilities
-
-
-
-
-
-
-
-
(873,865)
(873,865)
NET FINANCIAL ASSETS/
(LIABILITIES)
10,805,188
-
-
(35,791)
10,769,397
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
75
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NOTE 20: FINANCIAL INSTRUMENT DISCLOSURES (cont.)
Floating
interest rate
Fixed interest rate maturing
Non-interest
bearing
Total
Within 1 year
Over 1 year
$
$
$
$
$
2023
FINANCIAL ASSETS
Cash assets
8,051,445
-
-
-
8,051,445
Performance guarantee
bonds
-
-
-
381,867
381,867
Financial assets at fair value
through Profit and Loss
-
-
-
264,532
264,532
Financial assets measured at
amortised cost
-
5,327,479
-
-
5,327,479
Other financial assets
-
-
-
442,115
442,115
8,051,445
5,327,479
-
1,088,514
14,467,438
FINANCIAL LIABILITIES
Payables (current)
-
-
-
(827,081)
(827,081)
Lease liabilities
-
(3,574,117)
-
(3,574,117)
-
-
(3,574,117)
(827,081)
(4,401,198)
NET FINANCIAL ASSETS/
(LIABILITIES)
8,051,445
5,327,479
(3,574,117)
261,433
10,066,240
(b) Credit risk
The Company is exposed to credit risk from its financial assets, which include cash and cash equivalents held with financial
institutions. The company’s risk management policy involves placing these assets with institutions that are deemed to have
high creditworthiness to mitigate the risk of financial loss. The company regularly assesses the credit risk associated with
its financial assets and takes appropriate measures to manage this risk, including monitoring the credit standing of the
financial institutions where its funds are held.
While the company diversifies its cash holdings across various financial institutions, there are balances maintained to meet
operational liquidity requirements. These balances are managed in accordance with the Company’s treasury policy, which
aims to minimise credit risk while ensuring sufficient liquidity for the Company’s operations.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through adequate amount
of capital rising and the ability to close out market positions. The Group manages liquidity risk by continuously monitoring
forecast and actual cash flows matching maturity profiles of financial assets and liabilities. Surplus funds are generally only
invested in instruments that are tradable in highly liquid markets.
The Group at trading date had deposits which mature within three months and cash at bank. Due to the cash available to
the Group there is no use of any credit facilities at balance date.
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
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76
For personal use only
NOTE 20: FINANCIAL INSTRUMENT DISCLOSURES (cont.)
(d) Fair values
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure
purposes. The net fair values of the financial assets and financial liabilities approximate their carrying values.
Except for the investment in listed shares, no other financial assets and financial liabilities are readily traded on
organised markets.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statements
of financial position and in the notes to the financial statements.
(e) Sensitivity analysis
The Group has not performed a sensitivity analysis on interest rate risk and price risk and its impact on current year results
and equity which could result from a change in this risk as the likely impact is insignificant given the minimal revenue
generated from sales during the year, and minimal balances with interest.
(f) Fair value hierarchy
The following tables detail the group’s assets and liabilities, measured or disclosed at fair value, using a three-level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly
• Level 3: Unobservable inputs for the asset or liability
Level 1
Level 2
Level 3
Total
$
$
$
$
Consolidated - 2024
Assets
Financial assets at fair value through profit or loss
- Investment in listed shares
263,500
-
-
263,500
- Investment in unlisted options
-
1,032
-
1,032
Total assets
263,500
1,032
-
264,532
Consolidated - 2023
Assets
Financial assets at fair value through profit or loss
- Investment in listed shares
263,500
-
-
263,500
- Investment in unlisted options
-
1,032
-
1,032
Total assets
263,500
1,032
-
264,532
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
77
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NOTE 21: EARNING PER SHARE
30-Jun-24
30-Jun-23
Cents
Cents
Basic earnings per share
(0.15)
(0.30)
Diluted earnings per share
(0.15)
(0.30)
Number
Number
Basic earnings per share
Weighted average number of shares used as the denominator
Weighted average number of ordinary shares and potential ordinary shares used as
the denominator in calculating basic and diluted earnings per share and alternative
diluted earnings per share
1,440,843,094
1,335,599,266
Diluted earnings per share
Weighted average number of shares used as the denominator
1,440,843,094
1,335,599,266
Weighted average number of shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares
-
-
Contingent issuable shares
-
-
Weighted average number of ordinary shares used in calculating diluted
earnings per share
1,440,843,094
1,335,599,266
The potential ordinary shares are anti-dilutive as the conversion of them to ordinary shares would decrease the loss per
share. Therefore, they are not included in the calculation of diluted earnings per share.19,000,000 options and 12,000,000
performance rights are deemed to be anti-dilutive.
2024
2023
$
$
Reconciliation of earnings used in calculating basic and diluted earnings
per share
Earnings used in calculating basic and diluted earnings per share
(2,217,610)
(4,111,001)
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
Silver Mines Limited Annual Report 2024
78
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NOTE 22: REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by Ernst & Young Sydney,
the auditor of the company:
2024
2023
$
$
Audit services - Ernst & Young Sydney1
Audit or review of the financial statements
84,000
66,500
1. Ernst & Young was not the auditor for PY comparative.
NOTE 23: COMMITMENTS
2024
2023
$
$
Capital commitments
Committed at the reporting date but not recognised as liabilities, payable:
Intangible assets
Option Purchase
5,275,000
6,350,000
Land Purchase
576,000
-
5,851,000
6,350,000
Proposed expenditure on tenements for a year
3,571,500
3,985,000
Proposed expenditure on native title
250,000
350,000
3,821,500
4,335,000
Capital commitments include contracted amounts for options agreement for the right to purchase properties at the
execution date. However, if the company chooses not to execute the agreements, the rights will be forfeited and the
amount paid, which are recognised as intangible assets in note 10, will be written off through the Profit and Loss statement.
Less than 1
year
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Total
contractual
cash flows
Carrying
amount
$
$
$
$
$
$
Capital
Commitment
5,656,000
195,000
-
5,851,000
5,851,000
Proposed expenditure on tenements for a year represented the average yearly expenditures expected to be spent
on the exploration, environmental management and rehabilitation and community consultation activities during the
tenement period.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE
Convertible Debentures
Subsequent to the 2024 Financial Year, the Company announced it had entered into a binding interim convertible
debenture (“Convertible Debentures”) agreement (“Interim Debenture Agreement”) with Bromma Asset Management
Inc. a specialised investment firm led by Harry Lundin, Rick Rule and MMCAP International Inc. SPC (each, a “Holder”),
securing A$30.2 million in funding (before costs).
In connection with the transaction, Silver Mines has appointed SCP Resource Finance as its adviser.
After costs, the funds raised under the Convertible Debentures will be used predominantly for the following:
• drilling;
• engineering studies for the Definitive Feasibility Study;
• pre-construction activities; and
• general & administrative costs for the Bowdens Silver Project.
The material terms of the Interim Debenture Agreement are as follows:
Principal Sum
The Company will raise a maximum of A$30,200,000 (Principal Sum).
Face Value
30,200 Convertible Debentures each with a face value of A$1,000.00.
Original Issue
Discount
2%
Conversion
The Holders shall have the right (but not the obligation) at any time prior to redemption or the Maturity
Date to convert all or any part of the Principal Sum into fully paid ordinary shares in the capital of the
Company (Shares) at a conversion price of A$0.22 per Share (Conversion Shares).
Conversion
Price
A$0.22 per Share (Conversion Price).
The Conversion Price is a 33% premium to the Company’s last trading price of $0.165.
Mandatory
Conversion
Provided that the Shares issuable upon the conversion of the Convertible Debentures are free trading
and not subject to any restrictions on resale, the Company may elect to convert of all of the Principal
Sum of the then outstanding Convertible Debentures at the Conversion Price prior to the Maturity Date,
if the price of Shares on ASX is greater than A$0.375 for any 15 consecutive trading days during any
period of 30 consecutive trading days, subject to a minimum trading volume of 4,000,000 average
Shares over the measurement period.
Additional
Debt
Prior to the Maturity Date, the Company shall not issue any additional debt without the prior approval of
the Holders (Negative Pledge), until project financing is committed, thereafter; (i) at the option of the
Holders, the Negative Pledge will be terminated; or (ii) at the option of the Company, the outstanding
Convertible Debentures owing to the Holders can be either redeemed at 102% of the Principal Sum
thereof plus unpaid interest to the Maturity Date, payable in cash (upon which the Negative Pledge will
terminate automatically).
FOR THE YEAR ENDED 30 JUNE 2024
NOTES TO THE FINANCIAL STATEMENTS
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80
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Maturity
The Convertible Debentures will mature after 48 months from the Issue Date (Maturity Date).
On the Maturity Date, the Company must repay the outstanding balance of the Principal Sum (plus any
interest accrued thereon) to the Holders:
(a) in cash; or
(b) with the mutual consent of both the Company and the Holders, and to the extent required under
Listing Rule 7.1, shareholder approval, in Shares with the price per Share based on a 10% discount
to the volume weighted average price (VWAP) of the Shares on the Exchange (as defined below)
for 10 trading days preceding the Maturity Date, subject to a minimum daily trading volume of
4,000,000 Shares; or
(c) with the mutual consent of both the Company and the Holders a combination of both (a) and (b).
Interest
Interest will accrue on the Convertible Debentures at the rate of 10% per annum, payable quarterly in
arrears in each year until the Maturity Date, as follows:
(a) (Initial Period): during a period commencing the date of issue (the Issue Date) and ending on the
second quarterly interest payment date, in cash;
(b) (Second Period): for a further period of 30 months from the Issue Date, at the option of the
Company, by either:
(i) the issue of 1/3 the equivalent value of the interest in Shares (Interest Shares), at a price per
Interest Share equal to a 10% discount to the volume weighted average trading price (the
VWAP) of the Shares on the ASX for the 10 trading days preceding the applicable interest
payment date, provided that the Interest Shares are free trading and listed and not subject to
any restrictions on resale; and
(ii) the payment of 2/3 the value of the interest in cash; or
(iii) the payment of the entire value of interest in cash;
(c) (Third Period): after the expiry of the Second Period, in cash.
Conditions
Precedent
The issue of the Convertible Debentures will be subject to the following conditions precedent:
(a) (Definitive Agreements): the entry into fuller form binding documentation in respect of the
Convertible Debentures; and
(b) (FIRB Approval): the Holders obtaining:
(i) a written notice, by or on behalf of the Treasurer of the Commonwealth of Australia, stating that
the Commonwealth Government does not object to the issue of the Convertible Debentures
(and any document executed in connection with the Convertible Debentures) under the Foreign
Acquisitions and Takeovers Act 1975 (Cth) (FATA); or
(ii) professional advice from its legal advisers that the issue of the Convertible Debentures does not
require approval under FATA and the Holders provides a copy of that advice to the Company.
NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE (cont.)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Security and
ranking
The Convertible Debentures will be senior secured obligations of the Company, and shall rank
senior in right of payment of principal and interest to all other previously existing or hereafter issued
indebtedness of the Company.
The Convertible Debentures will be secured by a general security interest over the assets of the
Company. The Company will enter into a general security agreement under which the Company will
have negative covenants not to pledge, sell, lease or otherwise dispose of its assets, other than in
the normal course or as permitted pursuant to the Definitive Agreements, without the Holders’ prior
written consent.
The Convertible Debentures shall have the benefit of a guarantee of the subsidiaries of the Company of
all indebtedness and liabilities of the Company to the Holders under the Convertible Debentures.
Unquoted
The Convertible Debentures will be unquoted. The Company will apply for quotation of all Shares
issued pursuant to the Interim Debenture Agreement.
Redemption
on Change of
Control
In the event of a Change of Control of the Company, the Holders shall have the right to require the
Company to either:
(a) purchase the Convertible Debentures at 105% of the Principal Sum thereof plus unpaid interest to
the Maturity Date; or
(b) if:
(i) the Change of Control results in a new or successor issuer (or equivalent in any foreign
jurisdiction); or
(ii) the Company is acquired by a reporting issuer or its equivalent in any foreign jurisdiction,
convert the Debenture into a replacement debenture of the new or successor issuer or the
acquiring reporting issuer, as applicable, in the aggregate principal amount of 105% of the
aggregate Principal Sum of the Convertible Debentures; or
(c) convert the Convertible Debentures at the Conversion Price.
Change of Control means:
(a) any transaction (whether by purchase, merge or otherwise) whereby a person or persons acting
jointly or in concert directly or indirectly acquire(s) the right to cast, at a general meeting of
shareholders of the Company more than 50% of the votes that may be ordinarily cast at a general
meeting;
(b) the Company’s amalgamation, consolidation or merger with or into any other person, any merger
of another person into the Company unless the holders of voting securities of the Company
immediately prior to such amalgamation, consolidation or merger hold securities representing 50%
or more of the voting control or direction in the Company or the successor entity upon completion
of the amalgamation, consolidation or merger; or
(c) any conveyance, transfer, sale lease or other disposition of all or substantially all of the Company’s
and its subsidiaries’ assets and properties, taken as a whole, to another arm’s length person.
Covenants
In addition to customary positive and negative covenants contained in the Convertible Debentures, the
Company will be required to maintain a minimum positive working capital of not less than A$3,000,000.
Events of
Default
The Definitive Agreements will contain certain market standard events of default for an agreement of
this nature.
NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE (cont.)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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82
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NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE (cont.)
An Original Issue Discount of 2% will be deducted from the Principal Sum as agreed with the Holders. The Company will
also pay SCP Resource Finance a fee of USD$200,000.
The Company will keep the market updated as the transaction progresses.
Appeal Proceedings
As detailed further earlier in this report, Bingman filed an appeal in the Court of Appeal (“Appeal”). A hearing was held on
22 July 2024. The Appeal challenged the decision by the Land and Environment Court and it was upheld in a 2-1 majority
decision by the Court of Appeal. The Bowdens Development Consent has been declared void and of no effect.
The Company is working through the ramifications of the ruling and advises that it remains fully committed to the
progression of the Project through to production.
No other matter or circumstance has arisen since the reporting date that has significantly affected or may significantly affect
the consolidated entity’s operations, the results of those operations or the consolidated entity’s state of affairs in future
financial years.
NOTE 25: COMPANY DETAILS
The registered office and principal place of business of the Group is:
Silver Mines Limited
Level 28
88 Phillip Street,
Sydney NSW 2000
Australia
Tel: +61 2 8316 3997
Fax: +61 2 8316 3999
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Entity name
Entity type
Country of
incorporation
Country of
tax residence
2024
Percentage
of capital
held
2023
Percentage
of capital
held
Silver Investment Holdings
Australia Pty Ltd
Body Corporate
Australia
Australia
100%
100%
Bowdens Silver Pty Ltd
Body Corporate
Australia
Australia
100%
100%
Tuena Resources Pty Ltd
Body Corporate
Australia
Australia
100%
100%
Bowdens Agriculture Pty Ltd
Body Corporate
Australia
Australia
100%
100%
Asia Metals Holdings 3 Pty Ltd
Body Corporate
Australia
Australia
100%
100%
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Silver Mines Limited Annual Report 2024
84
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DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Silver Mines Limited, we state that:
1. in the opinion of the directors:
(a) The financial statements and notes of the Company and its subsidiaries (collectively the Group) are in accordance
with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in
note 1.b;
(c) the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act is true
and correct;
(d) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable; and
(e) as at the date of this declaration, there are reasonable grounds to believe that the Company and the subsidiaries
identified in Note 18 will be able to meet any obligations or liabilities to which they are or may become subject to,
by virtue of the Deed of Cross Guarantee between the Company and those subsidiaries.
2. This declaration has been made after receiving the declarations required to be made to the directors by the managing
director and Company secretary (who serve as the chief executive officer and chief financial officer functions
respectively) in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024.
Keith Perrett
Jonathan Battershill
Chairman
Managing Director
30 September 2024
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A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent auditor’s report to the members of Silver Mines Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Silver Mines Limited (the Company and its subsidiaries)
(collectively “the Group”), which comprises the consolidated statement of financial position as at 30
June 2024, the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year
then ended, notes to the financial statements, including material accounting policy information, the
consolidated entity disclosure statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a.
Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2024
and of its consolidated financial performance for the year ended on that date; and
b.
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
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Capitalization and recoverability of Deferred Exploration and Development Expenditures
Why significant
How our audit addressed the key audit matter
As at 30 June 2024, the Group’s deferred
exploration and development expenditures of
$92.6m represent 67% of the total assets of the
Group as disclosed in Note 9.
Exploration assets are initially recognised at
cost and any additional expenditure is
capitalised to the exploration asset in
accordance with the Group’s accounting policy
as disclosed in Note 9.
At each reporting date the Directors assess the
Group’s exploration assets for indicators of
impairment. The decision as to whether there
are indicators that require the Group’s
exploration assets to be assessed for
impairment in accordance with the requirements
of Australian Accounting Standards involved
judgment, including whether, the rights to
tenure for the areas of interest are current, the
Group’s ability and intention to continue to
evaluate and develop the area of interest and
whether the results of the Group’s exploration
and evaluation work to date are sufficiently
progressed for a decision to be made as to the
commercial viability or otherwise of the area of
interest.
We considered this to be a key audit matter due
to the value of the exploration assets relative to
total assets and the significant judgments
involved in the assessment of indicators of
impairment.
Our audit procedures to address the Group’s
capitalisation and assessment of impairment
indicators for exploration assets included:
Understanding the entity's internal controls
and accounting policies to ensure they align
with the requirements of Australian
Accounting Standards (AASB) 6 for
capitalising exploration costs.
Evaluated the Group’s right to explore in
the relevant exploration area, which
included obtaining and assessing
supporting documentation such as license
agreements.
Evaluated the Group’s cash-flow forecast
models, discussions with senior
management and Directors as to the
intentions and strategy of the Group.
Inspected a sample of capitalised costs for
the financial period to supporting
documentation and assessing whether
these costs meet the requirements of
Australian Accounting Standards and the
Group’s accounting policy.
Reviewed the allocation methods for
indirect costs and ensure consistent
application across different exploration
projects.
Assessed the entity's procedures for
detecting indicators of impairment, which
involves engaging in discussions with
management and reviewing both internal
and external sources, to ensure compliance
with AASB 6.
Assessed the adequacy of the related
disclosures included in the Notes to the
financial report.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2024 annual report but does not include the financial report
and our auditor’s report thereon.
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Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report, or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
►
The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001; and
►
The consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
►
The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
►
The consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
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►
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
►
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
►
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
►
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
►
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 32 to 37 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Silver Mines Limited for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
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Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
James Johnson
Partner
Sydney
30 September 2024
For personal use only
Additional securities exchange information
At 16 September 2024 the issued capital in the Company was comprised of:
• 1,508,036,257 fully paid ordinary shares held by 12,461 holders;
• 9,000,000 unlisted options held by 26 holders, with an exercise price of $0.30 and an expiry date 21 December 2024;
• 5,000,000 unlisted options held by one holder, with an exercise price of $0.20 and an expiry date which is three years
from the date of achievement of certain milestones, set out in the Company’s Notice of Annual General Meeting dated
31 October 2017.
• 2,500,000 unlisted options held by 1 holder, with an exercise price of $0.30 and an expiry date 01 March 2026; and
• 2,500,000 unlisted options held by 1 holder, with an exercise price of $0.50 and an expiry date 01 March 2028;
• 4,000,000 performance rights held by one holder, which vest upon the Company’s Shares achieving a 10 day VWAP of
$0.30 at any time prior to 31 December 2026;
• 4,000,000 performance rights held by one holder, which vest upon the Company’s Shares achieving a 10 day VWAP of
$0.40 at any time prior to 31 December 2026, provided commencement of mine construction has occurred; and
• 4,000,000 performance rights held by one holder, which vest upon the Company’s Shares achieving a 10 day VWAP of
$0.50 at any time prior to 31 December 2026, provided commencement of mine commissioning has occurred.
Each fully paid ordinary share in the Company entitles the holder to one vote at a meeting of shareholders when a poll is
called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. Options do not carry
voting rights.
At 16 September 2024, the Company has 3,309 shareholders whose holdings are less than a marketable parcel of shares
(total value of A$500, assuming a share price of $0.092).
There is no on-market buy back currently being undertaken.
There are currently no listed options on issue.
Substantial shareholders at 16 September 2024
Silver Mines Limited has the following substantial shareholders:
Holder
Shares
%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
206,647,058
13.70%
91
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Additional securities exchange information
20 Largest Holders of Ordinary Shares and their holdings at 16 September 2024
Position
Holder Name
Holding
% IC
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
206,647,058
13.70%
2
CITICORP NOMINEES PTY LIMITED
52,716,341
3.50%
3
BNP PARIBAS NOMINEES PTY LTD
28,389,544
1.88%
4
BNP PARIBAS NOMINEES PTY LTD
26,430,327
1.75%
5
BNP PARIBAS NOMS PTY LTD
25,822,496
1.71%
6
PROV1322 GLOBAL PTY LTD
12,850,000
0.85%
7
MCCLURE FAMILY SUPERANNUATION PTY LTD
10,000,001
0.66%
8
MR ANTHONY MCCLURE
9,500,000
0.63%
9
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
9,081,875
0.60%
10
SANDHURST TRUSTEES LTD
9,076,666
0.60%
11
ALDON FINANCE PTY LTD
8,500,000
0.56%
12
COOLHAND NOMINEES PTY LIMITED
7,266,667
0.48%
13
MURANA PTY LTD
6,633,201
0.44%
14
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
6,340,509
0.42%
15
MR PHILLIP RICHARD PERRY
5,922,001
0.39%
16
MRS GEORGINA SUSAN KING
5,354,688
0.36%
17
MR JINHUA GUAN
5,089,100
0.34%
18
BLOOMVALE INVESTMENTS PTY LTD
5,001,334
0.33%
19
MIEI RAGAZZI PTY LTD
4,950,000
0.33%
20
MR GREGORY DONALD RANSOM
4,900,000
0.32%
Total issued capital -
1,508,036,257
100.00%
Distribution of shareholders and option holdings at 16 September 2024
Fully paid ordinary shares:
Holdings Ranges
Holders
Total Units
%
1-1,000
319
64,875
0.00%
1,001-5,000
2,548
8,451,138
0.56%
5,001-10,000
2,007
15,960,905
1.06%
10,001-100,000
5,539
215,230,289
14.27%
100,001-9,999,999,999
2,048
1,268,329,050
84.10%
Totals
12,461
1,508,036,257
100.00%
Silver Mines Limited Annual Report 2024
92
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Additional securities exchange information
Unlisted options, exercise price $0.30 expiry 21 December 2024:
Holdings Ranges
Holders
Total Units
%
1-1,000
-
-
-
1,001-5,000
-
-
-
5,001-10,000
-
-
-
10,001-100,000
2
150,000
1.67%
100,001-9,999,999,999
24
8,850,000
98.33%
Totals
26
9,000,000
100.00%
Unlisted options, exercise price of $0.20, expiry 3 years and an expiry date which is three years from the
date of achievement of certain milestones, set out in the Company’s Notice of Annual General Meeting
dated 31 October 2017:
Holdings Ranges
Holders
Total Units
%
1-1,000
-
-
-
1,001-5,000
-
-
-
5,001-10,000
-
-
-
10,001-100,000
-
-
-
100,001-9,999,999,999
1
5,000,000
100.00%
Totals
1
5,000,000
100.00%
Unlisted options, exercise price $0.30 expiry 01 March 2026:
Holdings Ranges
Holders
Total Units
%
1-1,000
-
-
-
1,001-5,000
-
-
-
5,001-10,000
-
-
-
10,001-100,000
-
-
-
100,001-9,999,999,999
1
2,500,000
100.00%
Totals
1
2,500,000
100.00%
Unlisted options, exercise price $0.50 expiry 01 March 2028:
Holdings Ranges
Holders
Total Units
%
1-1,000
-
-
-
1,001-5,000
-
-
-
5,001-10,000
-
-
-
10,001-100,000
-
-
-
100,001-9,999,999,999
1
2,500,000
100.00%
Totals
1
2,500,000
100.00%
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Additional securities exchange information
Performance rights which vest upon the Company’s Shares achieving a 10 day VWAP of $0.30 at any time
prior to 31 December 2026
Holdings Ranges
Holders
Total Units
%
1-1,000
-
-
-
1,001-5,000
-
-
-
5,001-10,000
-
-
-
10,001-100,000
-
-
-
100,001-9,999,999,999
1
4,000,000
100.00%
Totals
1
4,000,000
100.00%
Performance rights which vest upon the Company’s Shares achieving a 10 day VWAP of $0.40 at any time
prior to 31 December 2026
Holdings Ranges
Holders
Total Units
%
1-1,000
-
-
-
1,001-5,000
-
-
-
5,001-10,000
-
-
-
10,001-100,000
-
-
-
100,001-9,999,999,999
1
4,000,000
100.00%
Totals
1
4,000,000
100.00%
Performance rights which vest upon the Company’s Shares achieving a 10 day VWAP of $0.50 at any time
prior to 31 December 2026
Holdings Ranges
Holders
Total Units
%
1-1,000
-
-
-
1,001-5,000
-
-
-
5,001-10,000
-
-
-
10,001-100,000
-
-
-
100,001-9,999,999,999
1
4,000,000
100.00%
Totals
1
4,000,000
100.00%
Unquoted Equity Securities Holdings as at 16 September 2024
The following persons hold 20% or more of unquoted equity securities (excluding those issued under an employee
incentive scheme):
Position
Holder Name
Class
Holding
%
1
JJB ADVISORY LIMITED
Unlisted Options, exercise price $0.20 and
expiry dates various
5,000,000
100%
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CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement of Silver Mines
Limited (the ‘Group’) has been prepared in accordance
with the 4th Edition of the Australian Securities
Exchange’s (‘ASX’) Corporate Governance Principles and
Recommendations of the ASX Corporate Governance
Council (‘ASX Principles and Recommendations’).
The Group is required to disclose the extent to which it
has followed the recommendations during the financial
year, including reasons where the Group has not followed
a recommendation and any related alternative governance
practice adopted.
Both this Corporate Governance Statement and the
ASX Appendix 4G have been lodged with the ASX.
This statement has been approved by the Group’s
Board of Directors (‘Board’) and is current as at
30 September 2024.
The following governance related documents
can be found on the Group’s website at
http://www.silvermines.com.au, under the
section marked ‘About’, ‘Corporate Governance’.
Charters:
Board
Audit Committee
Nomination Committee
Remuneration Committee
Health, Safety, Community and Sustainability
Committee Charter
Policies and Procedures:
Code of Conduct
Continuous Disclosure
Selection and Appointment of New Directors
Trading in Company Securities
Assessing the Independence of Directors
Independent Professional Advice
Selection, Appointment and Rotation of External Auditor
Performance Evaluation of the Board, Board Committees,
Individual Directors and Key Executives
Compliance Strategy (summary)
Shareholder Communication Strategy
Risk Management Policy
Whistleblower Policy
Environmental Policy
Policy on Health and Safety
Policy on Community Relations and Indigenous Peoples
Policy on Equal Employment Opportunity
Policy on Fitness for Work
Policy on Suppliers
Diversity Policy
Anti-Bribery and Corruption Policy
The ASX Principles and Recommendations and the
Group’s response as to how and whether it follows those
recommendations are set out below.
Principle 1: Lay solid foundations for
management and oversight
Recommendation 1.1 - A listed entity should have
and disclose a board charter setting out:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management.
The Group has established the functions reserved to the
Board, and those delegated to senior executives and
has set out these functions in its Board Charter, which is
disclosed on the Group’s website.
The Board is collectively responsible for promoting
the success of the Group through its key functions of
overseeing the management of the Group, providing
overall corporate governance of the Group, monitoring
the financial performance of the Group, engaging
appropriate management commensurate with the
Group’s structure and objectives, involvement in the
development of corporate strategy and performance
objectives, involvement in the development of corporate
strategy and performance objectives, and reviewing,
ratifying and monitoring systems of risk management and
internal control, codes of conduct and legal compliance.
Senior executives are responsible for supporting the
Managing Director and assisting the Managing Director
in implementing the running of the general operations
and financial business of the Group in accordance with
the delegated authority of the Board. Senior executives
are responsible for reporting all matters which fall within
the Group’s materiality thresholds at first instance to the
Managing Director, or, if the matter concerns the Managing
Director, directly to the chairman or the lead independent
director, as appropriate.
Recommendation 1.2 - A listed entity should:
(a) undertake appropriate checks before appointing
a director or senior executive or putting someone
forward for election, as a director; and
(b) provide security holders with all material
information in its possession relevant to a decision
on whether or not to elect or re-elect a director.
Before appointing a director, or putting forward to
shareholders a director for appointment, the Group
undertakes comprehensive reference checks that cover
elements such as the person’s character, experience,
employment history and qualifications. Directors are
required to declare each year that they have not been
disqualified from holding the office of director by the
Australian Securities and Investments Commission (‘ASIC’).
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CORPORATE GOVERNANCE STATEMENT
An election of directors is held each year. A director
that has been appointed during the year must stand for
election at the next Annual General Meeting (‘AGM’).
Retiring directors are not automatically re-appointed.
The Group has provided in the Director’s Report (in the
Annual Report) information about each candidate standing
for election or re-election as a director that the Board
considers necessary for shareholders to make a fully
informed decision. Such information includes the person’s
biography, which includes experience and qualifications,
details of other directorships, and any material information
which may affect the person’s ability to act independently
on matters before the Board, and whether the Board
supports the appointment or re-election.
Recommendation 1.3 - A listed entity should
have a written agreement with each director
and senior executive setting out the terms of
their appointment.
The terms of the appointment of a non-executive director
are set out in writing and cover matters such as the
term of appointment, required committee work, notice
requirements and other special duties and remuneration
entitlements.
Executive directors and senior executives are issued
with service contracts which detail the above matters as
well as the circumstances in which their service may be
terminated (with or without notice) and any entitlements
upon termination.
Recommendation 1.4 - The company secretary of
a listed entity should be accountable directly to the
Board, through the chair, on all matters to do with
the proper functioning of the Board.
The Company Secretary reports directly to the Board
through the Chairman and is accessible to all Directors.
The Company Secretary’s role, in respect of matters
relating to the proper functioning of the Board, includes:
(a) advising the Board and its committees on
governance matters;
(b) monitoring compliance of the Board and associated
committees with policies and procedures;
(c) coordinating all Board business;
(d) retaining independent professional advisors;
(e) ensuring that the business at Board and committee
meetings is accurately minuted; and
(f) assisting with the induction and development
of directors.
Recommendation 1.5 - A listed entity should:
(a) have and disclose diversity policy;
(b) through its board or a committee of the board
set measurable objectives for achieving gender
diversity in the composition of its board, senior
executives and workforce generally;
(c) disclose in relation to each reporting period:
(i). the measuring objectives set for that period
to achieve gender diversity;
(ii). the entity’s progress towards achieving those
objectives; and
(iii). either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent ‘Gender Equality Indicators’, as defined in
and published under that Act.
If the entity was in the S&P/ASX 300 Index at
the commencement of the reporting period,
the measurable objective for achieving gender
diversity in the composition of its board should
be to have not less than 30% of its directors of
each gender within a specified period.
The Board has implemented a Diversity Policy in line with
Corporate Governance guidelines. The Group believes
that the promotion of diversity on its Board, in senior
management and within the organisation generally is good
practice and adds to the strength of the Group.
The policy affirms existing employment arrangements
which seek to attract and retain people by promoting an
environment where employees are treated with fairness
and respect and have equal access to opportunities as
they arise. Diversity within the workforce includes such
factors as religion, race, ethnicity, language, gender,
disability and age.
The Board has adopted a diversity policy that details
the purpose of the policy and the employee selection
and appointment guidelines, consistent with the
recommendations of the Corporate Governance Council.
The Board believes that the adoption of an efficient
diversity policy has the effect of broadening the employee
recruitment pool, supporting employee retention, including
different perspectives and is socially and economically
responsible governance practice.
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The Company employs new employees and promotes
current employees on the basis of performance, ability and
attitude. The Board is continually reviewing its practices
with a focus on ensuring that the selection process at all
levels within the organisation is formal and transparent and
that the workplace environment is open, fair and tolerant.
Historically, the Board has not set measurable objectives
for achieving gender diversity. It is the Board’s policy that
gender discrimination has no position in the workplace
and that men and women must be treated equally and
without any discrimination.
The respective proportion of women employees in the
whole organisation, women in senior executive positions
and women on the Board as at the date of this statement
are set out in the following table:
Description
Proportion of women
On the Board
1 out of 4 (25%)
In management positions
1 out of 6 (17%)
Across the whole organisation
7 out of 26 (27%)
Silver Mines acknowledges the recommendation that
measurable objectives should be set to achieve gender
diversity in the composition of a board if such an
entity was in the S&P/ASX 300, which should not be
less than 30% of its directors. Silver Mines notes the
recommendation and will consider same in the context of
the size and composition of the Board.
The Group is not a “relevant employer” under the
Workplace Gender Equality Act.
Recommendation 1.6 - A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose for each reporting period, whether a
performance evaluation has been undertaken
in accordance with that process during or in
respect of that period.
The Chairman is responsible for evaluation of the Board
and individual directors. The Board has not established
any independent committees.
The Chairman evaluates the performance of the Board
and individual directors by way of ongoing review with
reference to the composition of the Board and its
suitability to carry out the Group’s objectives.
An evaluation of the performance of the Board and
individual directors took place in the 2024 financial period.
The evaluation determined that the Board was satisfied with
the performance of each Director and itself as a whole.
Recommendation 1.7 - A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior executives
at least once every reporting period; and
(b) disclose for each reporting period, whether a
performance evaluation has been undertaken
in accordance with that process during or in
respect of that period.
The Chairman in consultation with the Board reviews the
performance of the senior executives. The current size
and structure of the Group allows the Managing Director
to conduct informal evaluations of the senior executives
regularly. Open and regular communication with senior
executives allows the Chairman to ensure that senior
executives meet their responsibilities as outlined in their
contracts with the Group, and to provide feedback
and guidance, particularly where any performance
issues are evident. Annually, individual performance
may be more formally assessed in conjunction with a
remuneration review.
During the 2024 Financial Year, the Group conducted an
evaluation of senior executives within the Group who were
employed during the period.
Principle 2: Structure the board to be effective
and add value.
Recommendation 2.1 - The board of a listed
entity should:
(a) have a nomination committee which:
(i). has at least three members, a majority of
whom are independent directors; and
(ii). is chaired by an independent director,
(b) and disclose:
(i). the charter of the committee;
(ii). the members of the committee; and
(iii). as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(c) if it does not have a nomination committee,
disclose that fact and the processes it employs to
address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.
CORPORATE GOVERNANCE STATEMENT
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The Board has not established a separate nomination
committee other than as set out in accordance with the
charter published on its website. Given the current size
and composition of the Board, the Board believes that
there would be no efficiencies gained by establishing a
separate nomination committee. Accordingly, the Board
performs the role of the nomination committee.
Items that are usually required to be discussed by a
nomination committee are marked as separate agenda
items at Board meetings when required. When the Board
convenes as the nomination committee it carries out
those functions which are delegated to it by the Group’s
Nomination Committee Charter, which is available on the
Group’s website.
The Board deals with any conflicts of interest that may
occur when convening as the nomination committee by
ensuring that the Director with the conflicting interests is
not party to the relevant discussions.
An evaluation of the performance of the Board and
individual directors took place in the 2024 financial
period. The evaluation determined that the Board was
satisfied with the performance of each Director and itself
as a whole.
Recommendation 2.2 - A listed entity should have
and disclose a board skills matrix setting out the
mix of skills that the board currently has or is
looking to achieve in its membership.
The Board’s skills matrix which it is looking to achieve
in its membership includes technical experience, public
company experience and financial experience.
The Board considers that this composition is appropriate
for the effective execution of the Board’s responsibilities
and the size and operations of the Group.
During the 2024 Financial Year, the Group, considered
the composition of the Board. The Board determined to
appoint Mr Robert Dennis as an additional director to the
Board and the relevant expertise was met from a Board
perspective. Should further technical advice be required
the Board would seek to appoint a Board member with
such experience.
Recommendation 2.3 - A listed entity
should disclose:
(a) the names of the directors considered by the
Board to be independent directors;
(b) if a director has an interest, position or
relationship of the type described in Box 2.3
but the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position or relationship
in question and an explanation of why the board
is of that opinion; and
(c) the length of service of each director.
The Board considers that Keith Perrett, Kristen Podagiel
and Robert Dennis are independent directors. These
directors are independent as they are non-executive
directors who are not members of management and
who were free of any business or other relationship that
could materially interfere with or could be reasonably
perceived to interfere with, the independent exercise of
their judgment.
When considering the independence of a director, the
Board considers whether the director:
(a) is a substantial shareholder of the Group or an officer
of, or otherwise;
(b) associated directly with a substantial shareholder of
the Group;
(c) is employed, or has previously been employed in an
executive capacity by the Group or another group
member, and there has not been a period of at least
three years between ceasing such employment and
serving on the Board;
(d) has within the last three years been a principal of a
material professional adviser or a material consultant to
the Group or another group member, or an employee
materially associated with the service provided;
(e) receives performance-based remuneration (including
options or performance rights) from, or participates in
an employee incentive scheme of the Group;
(f) has close personal ties with any person who falls
within any of the categories described above;
(g) is a material supplier or customer of the Group or
other group member, or an officer of or otherwise
associated directly or indirectly with a material supplier
or customer;
(h) has been a director of the Group for such a period that
their independence from management and substantial
holders may have been compromised; or
(i) has a material contractual relationship with the Group
or another group member other than as a director.
Family ties and cross-directorships may be relevant in
considering interests and relationships which may affect
independence, and should be disclosed to the Board.
CORPORATE GOVERNANCE STATEMENT
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Details of the Board of directors, their appointment dated, length of service as independence status is as follows:
Director’s name
Appointment date
Length of service (approx.)
Independence status
Keith Perrett
20th June 2016
8 years
Independent Non-Executive
Jonathan Battershill
16th June 2017
7 years (appointed as Managing Director
effective 01 January 2024)
Executive
Kristen Podagiel
19th April 2022
2 years
Independent Non-Executive
Robert Dennis
01 July 2024
3 months
Independent Non-Executive
Where it is determined that a non-executive director should no longer be considered independent, the Group shall make an
announcement to the market.
Recommendation 2.4 - A majority of the board of a listed entity should be independent directors.
Three quarters of the Board are considered independent. The Board considers that the current size and composition of
the Board is appropriate for the execution of the Board’s responsibilities. To assist directors with independent judgement,
it is the Board’s policy (set out on the Group’s website) that if a director considers it necessary to obtain independent
professional advice to properly discharge the responsibility of their office as a director then, provided the director first
obtains approval from the Chairman for incurring such expense, the Group will pay the reasonable expenses with obtaining
such advice.
Recommendation 2.5 - The chair of the board of a listed entity should be an independent director and, in
particular, should not be the same person as the CEO/ managing director of the entity.
Keith Perrett is the Chairman of the Board and is considered an independent director.
Recommendation 2.6 - A listed entity should have a program for inducting new directors and for
periodically reviewing whether there is a need for existing directors to undertake professional development
opportunities to maintain the skills and knowledge needed to perform their role as directors effectively.
The Board in its capacity as nomination committee has a responsibility to ensure all new directors are provided with an
induction into the Group and that directors have access to ongoing education relevant to their position in the Group.
Given the current size and composition of the Board, the Board members are expected to advise the Group when further
professional development is required, however, the Board considers the current skill matrix of the Board is sufficient for the
Group’s purposes as at the date of this annual report.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 - A listed entity should articulate and disclose its values
The Group is committed to providing shareholders with exceptional returns via the acquisition, exploration and
development of assets containing silver and other metals.
The Group’s core values include:
• Integrity and Accountability
• Excellence in Performance
• Safety
• Collaboration
• Community
• Education and Research & Development
The Group is committed to working by its core values.
CORPORATE GOVERNANCE STATEMENT
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Recommendation 3.2 - A listed entity should:
(a) have and disclose a code of conduct for its
directors, senior executives and employees; and
(b) ensure that the board or a committee of the
board disclose is informed of any material
breaches to that code.
The Group has established a Code of Conduct as to the
practices necessary to maintain confidence in the Group’s
integrity, the practices necessary to take into account its
legal obligations and the reasonable expectations of its
stakeholders and the responsibility and accountability
of individuals for reporting and investigating reports of
unethical practices.
The Code of Conduct is available on the Group’s website.
It is a requirement under the Code of Conduct that the
board be informed of any material incident reported under
that policy, as soon as practicable following such a report.
Recommendation 3.3 - A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee is informed
of any material incidents reported under
that policy.
The Group has a whistleblower policy. The whistleblower
policy is to ensure the Group is living up to its values and
meets legislated requirements. This policy is available on
the Group’s website.
The Board is informed of any material incident reported
under that policy, in accordance with the policy, as soon
as practicable following such a report.
Recommendation 3.4 - A listed entity should:
(a) have and disclose an anti-bribery and corruption
policy; and
(b) ensure that the board or a committee of the
board disclose is informed of any material
breaches to that policy.
The Group has established an anti-bribery and corruption
policy as a part of its Code of Conduct. The Code of
Conduct policy is available on the Group’s website.
Principle 4: Safeguard the integrity in corporate
reporting
Recommendation 4.1 - The board of a listed
entity should:
(a) have an audit committee which:
(i). has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(ii). is chaired by an independent director, who is
not the chair of the board,
and disclose:
(i). the charter of the committee;
(ii). the relevant qualifications and experience of
the members of the committee; and
(iii). in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the
processes for the appointment and removal of
the external auditor and the rotation of the audit
engagement partner.
The Board has not established a separate audit
committee and therefore it is not structured in compliance
with recommendation 4.1. Given the current size and
composition of the Board, the Board believes there would
be no efficiencies gained by establishing a separate
audit committee. The Board performs the role of audit
committee. Items required to be discussed by an audit
committee are marked as separate agenda items at Board
meetings as required. When the Board convenes as the
audit committee it carries out those functions which are
delegated to it in the Group’s Audit Committee Charter,
which is available on the Group’s website.
The Board deals with any conflicts of interest and
corporate reporting issues that may occur when
convening in the capacity of the audit committee ensuring
that the director with conflicting interests is not party to
the relevant discussions (if applicable). Such matters
are treated as a board minuted item and appropriately
recorded and considered.
CORPORATE GOVERNANCE STATEMENT
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The Group has adopted an Audit Committee Charter
which describes the role, compositions, functions and
responsibilities of the audit committee.
The qualifications of the Board and company secretary
are set out on the Group’s website or set out in the Annual
Report of the Company.
Recommendation 4.2 - The board of a listed entity
should, before it approves the entity’s financial
statements for a financial period, receive from
its CEO/managing director and CFO/company
secretary a declaration that, in their opinion, the
financial records of the entity have been properly
maintained and that the financial statements
comply with the appropriate accounting standards
and give a true and fair view of the financial
position and performance of the entity and that the
opinion has been formed on the basis of a sound
system of risk management and internal control
which is operating effectively.
For the 2024 Financial Year, the Board received a
statement from its Managing Director and Company
Secretary, who perform the functions of CEO and CFO
respectively, declaring that in their opinion, the financial
records of the Group have been properly maintained and
comply with the appropriate accounting standards.
Recommendation 4.3 - A listed entity should
disclose its process to verify the integrity of any
periodic corporate report it releases to the market
that is not audited or reviewed by an external
auditor.
The Group engages an external accounting firm to
maintain its financial records and assist with the collation
of periodic cash flow reports which are released to the
market. Such reports are provided by the Company’s
accountants to the Group for consideration prior to
release and are finally reviewed and signed off by the
Board. The completion of periodic reports by external
professionals assists the Group to ensure the integrity of
its financial reporting.
The Group’s activity reports are prepared by employees
of the Group in conjunction with external consultants and
professional advisers who provide assistance with respect
to compliance with ASX Listing Rules and Joint Ore
Reserve Committee standards, thus assisting the Group to
ensure the integrity of those reports.
Principle 5: Make timely and balanced
disclosure
Recommendation 5.1 - A listed entity should have
and disclose a written policy for complying with
its continuous disclosure obligations under listing
rule 3.1
The Group has established written policies and
procedures designed to ensure compliance with ASX
Listing Rule disclosure requirements and accountability at
a senior executive level for that compliance.
A summary of the Group’s Policy on Continuous
Disclosure and Compliance Procedure is disclosed on the
Group’s website.
Recommendation 5.2 - A listed entity should
ensure that its board receives copies of all material
market announcements promptly after they have
been made.
All ASX announcements are approved by the Managing
Director of the Group or by resolution of the Board prior to
release and are provided to the board promptly after they
have been made.
Recommendation 5.3 - A listed entity that
gives a new and substantive investor or
analyst presentation should release a copy of
the presentation materials on the ASX Market
Announcements ahead of the Presentation
The Group ensures that investor or analyst presentation
materials are released on the ASX Market Announcements
Platform prior to the presentation.
Principle 6: Respect the rights of
security holders
Recommendation 6.1 - A listed entity should
provide information about itself and its governance
to investors via its website.
The Group maintains information in relation to governance
documents, directors and senior executives, Board and
committee charters, annual reports, ASX announcements
and contact details on the Group’s website.
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Recommendations 6.2 and 6.3
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors (6.2).
A listed entity should disclose how it facilitates and
encourages participation at meetings of security
holders (6.3).
The Group has designed a communications policy for
promoting effective communication with shareholders and
encouraging shareholder participation at general meetings.
The Shareholder Communication Policy is disclosed on
the Group’s website.
Recommendation 6.4 - A listed entity should
ensure that all substantive resolutions at a meeting
of security holders are decided by a poll rather
than by a show of hands.
All resolutions put to a meeting of security holders in the
Group are decided by poll rather than by a show of hands
in accordance with Guidance Note 35 Security Holder
Resolutions. This is to support the principle of “one share,
one vote” and also supports the ASX stance on voting at
general meetings of security holders.
Recommendation 6.5 - A listed entity should
give security holders the option to receive
communications from, and send communications
to, the entity and its security registry electronically.
The Group’s website allows security holders to receive
communications from and send communications to the
entity electronically. Investors may elect to receive email
alerts from the Group.
Principle 7: Recognise and manage risk
Recommendations 7.1 and 7.2
The board of a listed entity should:
(a) have a committee or committees to oversee risk,
each of which:
(i). has at least three members, a majority of
whom are independent directors; and
(ii). is chaired by an independent director,
and disclose:
(i). the charter of the committee;
(ii). the members of the committee; and
(iii). as at the end of each reporting period, the
number of times the committee met throughout
the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose that
fact and the processes it employs for overseeing
the entity’s risk management framework (7.1).
The board or a committee of the board should: (a)
review the entity’s risk management framework at
least annually to satisfy itself that it continues to
be sound and that the entity is operating with due
regard to the risk appetite set by the board; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place (7.2).
The Board does not have a specific risk management
committee. The Board’s audit committee as referred
to in recommendation 4 above assists with monitoring
and reviewing the Group’s risk management processes
and systems.
The Risk Management Policy, disclosed on the Group
website, demonstrates the measures taken and policies
implemented to manage risks associated with the
Group’s business.
The Board regularly considers and discusses the risks
posed to it and the procedures in place to manage that
risk to ensure that the Group is adequately protected
against such risks. Annually, the Group receives and
reviews recommendations from management and senior
executives as to the effectiveness of the management of
material business risks.
During the 2024 Financial Year, the Board received and
reviewed recommendations from management and senior
executives as to the effectiveness of the management of
material business risks.
Recommendation 7.3 - A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it performs; or
(b) if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of
its governance, risk management and internal
control processes.
Given the size and composition of the Group, the Board
has not established an internal audit function, other than
the audit committee function which the Board serves as
disclosed in recommendation 4 above and in the Audit
Committee Charter disclosed on the website. The Board
may from time to time engage an external auditor to
conduct additional reviews of Group processes.
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Recommendation 7.4 - A listed entity should
disclose whether it has any material exposure to
environmental or social risks and, if it does, how it
manages or intends to manage those risks.
The risk profile of the Group is as follows:
Market-related.
Financial reporting.
Operational.
Environmental.
Economic cycle/marketing.
Legal and compliance.
These risks are managed using the Risk Management
Policy disclosed on the Group’s website. Under the policy,
the Board is responsible for updating the Group’s material
business risks. In addition, the following risk management
measures have been adopted by the Board to manage the
Group’s material business risks:
(a) the Board has established authority limits for
management, which, if proposed to be exceeded,
requires prior Board approval;
(b) the Board has adopted a compliance procedure for
the purpose of ensuring compliance with the Group’s
continuous disclosure obligations; and
(c) the Board has adopted a corporate governance manual
which contains other policies to assist the Group to
establish and maintain its governance practices.
Additionally as per the Group’s policy on the environment
(which is disclosed on the Group’s website), the Group
views environmental management as essential to its
own future and to the future of the mining industry in
general. The Group considers that sound environmental
management benefits all stakeholders, including
shareholders, employees, contractors, the communities
within which it works and the broader community as
a whole. All employees will be active towards sound
environmental management and as a minimum, ensure
compliance with all statutory requirements associated with
the Group’s activities, from mineral exploration, mining and
processing through to the sale of mineral products.
The Group has also implemented an Environmental
Management System that incorporates elements to
achieve and maintain high environmental standards, the
Group and its employees undertake to identify, control,
monitor and as appropriate rehabilitate environmental
impacts from all stages of the Group’s activities ultimately
managing and mitigating environmental risks.
The Group also has a dedicated policy on community
relations and indigenous peoples (as disclosed on the
Group’s website) to deal with social risks and to develop
mutually beneficial relationships with the communities in
which the Group works and proposes to work.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 - The board of a listed
entity should:
(a) have a remuneration committee which:
(i). has at least three members, a majority of
whom are independent directors; and
(ii). is chaired by an independent director,
and disclose:
(i). the charter of the committee;
(ii). the members of the committee; and
(iii). as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a remuneration committee,
disclose that fact and the processes it employs
for setting the level and composition of
remuneration for directors and senior executives
and ensuring that such remuneration is
appropriate and not excessive.
The Board has not established a separate remuneration
committee and accordingly it is not structured in
accordance with recommendation 8.1. Given the current
size and composition of the Board, the Board believes that
there would be no efficiencies gained by establishing a
separate remuneration committee. Accordingly, the Board
performs the role of the remuneration committee.
Items usually required of a remuneration committee are
marked as separate agenda items at Board meetings
when required. When the Board convenes as the
remuneration committee, it carries out those functions
which are delegated to it by the Remuneration Committee
Charter which is disclosed on the Group’s website.
The Board deals with any conflicts of interest that may
occur when convening in the capacity of the remuneration
committee by ensuring that the director with conflicting
interests is not party to the relevant discussions.
The full Board in its capacity as remuneration committee
did not meet during the 2024 financial year however,
remuneration related items were tabled and considered
during a number of Board meetings during that period.
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Recommendation 8.2 - A listed entity should
separately disclose its policies and practices
regarding the remuneration of non-executive
directors and the remuneration of executive
directors and other senior executives.
Details of remuneration are set out in the remuneration
report which forms part of the directors report (in the Annual
Report) and is set out in the Remuneration Charter on
the Group’s website. The policy on remuneration clearly
distinguishes the structure of non-executive director’s
remuneration from that of executive directors. Executive
directors are offered a competitive level of base pay at
market rates and are periodically reviewed to ensure market
competitiveness.
There are no termination or retirement benefits for non-
executive directors.
The Group’s Remuneration Committee Charter includes a
statement of the Group’s policy on prohibiting transactions
in associated products which limits the risk of participating
in unvested entitlements under any equity based
remuneration schemes.
Recommendation 8.3 - A listed entity which has an
equity-based remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise) which
limit the economic risk of participating in the
scheme; and
(b) disclose that policy or a summary of it.
The Company’s Remuneration Charter Committee sets out
the Board’s approach and policy with respect to equity-
based remuneration. Specifically, such remuneration is only
available where such schemes are made with sufficient
disclosure to shareholders and in accordance with the
Listing Rules.
Additional Recommendations
Recommendation 9.1 – A listed entity with a
director who does not speak the language in
which board or security holder meetings are held
or key corporate documents are written should
disclose the processes it has in place to ensure
the director understands and can contribute to the
discussions at those meetings and understands and
can discharge their obligations in relation to those
documents.
This recommendation is not applicable to the Group.
Recommendation 9.2 – A listed entity established
outside Australia should ensure that meetings of
security holders are held at a reasonable place and
time.
This recommendation is not applicable to the Group.
Recommendation 9.3 – A listed entity established
outside Australia, and an externally managed listed
entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to
the audit.
This recommendation is not applicable to the Group.
CORPORATE GOVERNANCE STATEMENT
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Directors
Keith Perrett – Non-Executive Chairman
Jonathan Battershill – Managing Director
(appointed 01 January 2024,
previously Non-Executive Director)
Kristen Podagiel – Non-Executive Director
Robert Dennis – Non-Executive Director
(appointed 01 July 2024)
Company Secretary
Trent Franklin
Australian Company Number
107 452 942
Registered Offi ce
Silver Mines Limited
Level 28
88 Phillip Street
Sydney NSW 2000
Australia
Tel:
+61 2 8316 3997
Fax:
+61 2 8316 3999
E-mail: info@silvermines.com.au
Website: www.silvermines.com.au
Share Registry
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000
Australia
Tel:
+61 2 8072 1400
E-mail: hello@automic.com.au
Auditors
Ernst & Young
200 George St,
Sydney NSW 2000
Tel: +61 2 9248 5555
CORPORATE
DIRECTORY
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www.silvermines.com.au
For personal use only