Annual Report
for the year ended 30 June 2023
Saturn Metals Limited
ABN: 43 619 488 498
CORPORATE DIRECTORY
Directors
Brett Lambert
Ian Bamborough
Andrew Venn
Robert Tyson
Adrian Goldstone
Company Secretary
Natasha Santi
Non-Executive Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Registered Office &
Principal Place of Business
9 Havelock Street
WEST PERTH WA 6005
Telephone: + 61 (0)8 6234 1114
Email:
Website:
info@saturnmetals.com.au
www.saturnmetals.com.au
ABN:
ACN:
43 619 488 498
619 488 498
Auditors
BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
Share Registry
Link Market Services Limited
Level 12 QV1 Building
250 St Georges Terrace
PERTH WA 6000
Telephone:
Facsimile:
Website:
+61 1300 554 474
+61 (0)2 9287 0303
www.linkmarketservices.com
Stock Exchange Listing
Securities of Saturn Metals Limited are listed on the Australian Securities Exchange (ASX).
ASX Code: STN
Saturn Metals Limited is a Company registered under the Corporations Act 2001 in the State of
Western Australia on 2nd June 2017.
CONTENTS
CHAIRMAN’S LETTER ........................................................................................................................... 2
REVIEW OF OPERATIONS ................................................................................................................... 3
DIRECTORS’ REPORT ........................................................................................................................ 17
REMUNERATION REPORT (AUDITED) .............................................................................................. 21
AUDITOR’S INDEPENDENCE DECLARATION .................................................................................. 32
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
.............................................................................................................................................................. 33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................... 34
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................... 35
CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................................ 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ......................................................... 37
DIRECTOR’S DECLARATION.............................................................................................................. 56
INDEPENDENT AUDITOR’S REPORT ................................................................................................ 57
SCHEDULE OF TENEMENTS ............................................................................................................. 61
MINERAL RESOURCE ESTIMATION GOVERNANCE STATEMENT ................................................ 62
COMPETENT PERSONS STATEMENT .............................................................................................. 63
ADDITIONAL SHARHEOLDER INFORMATION .................................................................................. 64
SATURN METALS LIMITED – ANNUAL REPORT 2023
1
CHAIRMAN’S LETTER
Dear Shareholders,
I am very pleased to present to you the 2023 Annual Report for Saturn Metals Limited.
During Financial Year 2023, Saturn achieved significant resource growth and made substantial
progress towards development at its flagship Apollo Hill Gold Project, whilst continuing to methodically
explore the Company’s vast regional land holding in the north-eastern Goldfields of Western Australia.
After several successful resource orientated drilling campaigns, work focussed on updating the Apollo
Hill Mineral Resource and a new Resource estimate was released in June 2023. The Inferred, Indicated
and Measured Mineral Resource at Apollo Hill now totals 1.84 million ounces of contained gold,
constrained within a single simple pit shell. Importantly, the portion of the Mineral Resource assigned
the higher confidence Indicated and Measured classifications increased to over 994,000 ounces.
During the year, Saturn took significant steps towards establishing the pathway to gold production at
Apollo Hill. An important element of this work was the successful completion of a major heap leach
focussed metallurgical test work program, which confirmed the potential to employ this low cost, highly
scalable processing method at the Project. The metallurgical program, together with complementary
geotechnical, environmental, hydro-geological and process engineering studies, formed the basis of an
inaugural Preliminary Economic Assessment (PEA) of the Apollo Hill Project.
The PEA, published shortly after the end of the financial year, strongly supported the technical and
economic viability of the Project and demonstrated its potential to generate robust financial returns.
Higher level studies and test-work are now being progressed to further optimise and de-risk the Project
and ultimately provide the level of definition required for a final investment decision to be considered.
From a growth perspective, the Company highlighted the ongoing exploration potential at Apollo Hill
completing a step out diamond drill hole that intersected multiple zones of gold mineralisation up to
200m down dip from the Apollo Hill Mineral Resource.
Throughout the year the Company also maintained an active regional exploration campaign. Over
56,000 metres of drilling were completed across the broader Apollo Hill project area, further advancing
a number of previously defined targets and identifying several new satellite prospects. Exploration is
ongoing with some highly encouraging anomalies and geological patterns developing.
In order to sustain the high level of activity undertaken throughout the year, the Company raised
additional capital of $5.2 million (net of costs) through the combination of a Rights Issue to Saturn’s
shareholders and the placement of shares to sophisticated and institutional investors. At year end the
Company retained a cash balance of $3.5 million.
The substantial achievements of the Company in FY 2023 were a direct result of the hard work of our
Managing Director Ian Bamborough, the small but dedicated Saturn team and the consultants and
contractors who have provided vital assistance, and on behalf of all stakeholders I sincerely thank them
for their efforts.
I also wish to reiterate my thanks to Saturn’s shareholders for their continued support of the Company.
Yours sincerely,
Brett Lambert
Chairman
SATURN METALS LIMITED – ANNUAL REPORT 2023
2
REVIEW OF OPERATIONS
Company Profile
Saturn Metals Limited (“Saturn”) was incorporated on 2 June 2017 for the purposes of gold
exploration and development. Saturn listed on the Australian Securities Exchange on 9 March 2018.
Saturn’s primary objective is to focus on mineral exploration and resource opportunities that have
the potential to deliver growth for shareholders.
Saturn’s vision is to create superior value for its shareholders by discovering, developing and
monetising world-class gold deposits.
Saturn’s management strategy is to:
• advance the Apollo Hill Gold Project through development, towards production;
•
continue successful exploration programs in respect to the Apollo Hill camp towards rapidly
growing the Resource base;
conduct further exploration activities across the Apollo Hill strategic land package towards
identifying and growing new higher-grade gold lode/vein exploration targets; and
continue a cost-effective exploration program in respect to its other Australian opportunities
and ventures.
•
•
In addition, Saturn looks to expand its current project portfolio by seeking opportunities to:
• apply for additional tenements to complement the Project; or
• acquire, either by way of an asset, share purchase or joint venture, complementary projects.
As at 30 June 2023:
• Shares on Issue: 161,030,605
• Share Price: $0.18
• Market Capitalisation: $28.98M
• Cash: $3.504M
• 1.84Moz 2022 Mineral Resource 1
Plate 1 – Topographic aerial view of Apollo Hill, 2023 nominal constraining pit shell boundary and drill pads (looking
North); photograph taken on May 18, 2023.
1 Complete details of the Mineral Resource (105 Mt @ 0.54 g/t Au for 1,839,000 oz Au) and the associated Competent Persons Statement
were published in the ASX Announcement dated 28 June 2023 titled “Apollo Hill Gold Resource Upgraded to 1.84Moz”. Saturn reports
that it is not aware of any new information or data that materially affects the information included in that Mineral Resource announcement
and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to
apply and there have been no adverse material changes.
SATURN METALS LIMITED – ANNUAL REPORT 2023
3
REVIEW OF OPERATIONS (Cont.)
Growth at Apollo Hill
Our flagship Apollo Hill Gold Project covering approximately 1000km2 of contiguous exploration and
mining tenements is situated in the heart of the world-class Eastern Goldfields 650km NE of Perth,
Western Australia. The Project is located approximately 60km by road from the gold mining and
processing town of Leonora and sits in a central strategic position to established gold mining
infrastructure (Figure 1) .
Figure 1 – Saturn’s Apollo Hill Gold Project – Regional setting, Infrastructure and Landscape.
At the heart of our ground package, is the Company’s Apollo Hill deposit which occurs on a mineralised
structure associated with the 5km long and 500m wide Apollo-Ra Shear Zone. This shear zone is a
parallel component of the district prevalent, gold fertile, and highly prospective Keith-Kilkenny Fault
system, in the gold prolific Norseman-Wiluna Greenstone Belt (Figure 1).
The Apollo Hill deposit, which bears all the hallmarks of a major mineralised Archean lode gold system,
is characterised by simple metallurgy (free-milling coarse gold with low cyanidation characteristics) and
thick zones of mineralisation encompassed in a single, large deposit, with the potential for a low
stripping ratio, efficient bulk mining process and an efficient heap leach recovery circuit.
SATURN METALS LIMITED – ANNUAL REPORT 2023
4
REVIEW OF OPERATIONS (Cont.)
Work carried out at Apollo Hill during the year saw a
significant resource upgrade published in June 2023.
Apollo Hill Indicated and Inferred Mineral Resource of 105Mt @ 0.54g/t Au for
1,839,000oz1 reported above a cut-off grade of 0.20g/t Au and within a constraining shell
under a bulk tonnage heap leach processing scenario.
This resource upgrade delivered a significant addition of 370,000 oz from the previous Mineral
Resource, representing an increase of 25% in ounces.
•
The robust Mineral Resource update was based on:
o
An additional 142 reverse circulation (RC) and diamond (DD) holes totalling 11,765 m
completed by Saturn within the model area since the previous Mineral Resource in mid-
2022.
o Results from a heap leach focussed metallurgical testing program which contributed to
improving confidence in the mineral recovery.
o
Improvements in open pit cost factors including geotechnical parameters, selection of a
larger selective mining unit, and decreased lower cut-off grade.
• Considering additional drilling:
o
o
A total of 4.7 Mt @ 0.55g/t Au for 82 koz is classified for the first time as Measured Mineral
Resource representing 4% of the total Mineral Resource.
A total of 54 Mt @ 0.53 g/t Au for 912 koz is classified as Indicated Mineral Resource
representing 50% of the total Mineral Resource (a 152 koz addition to the Indicated Mineral
Resource from the previous model).
•
•
Saturn has added 1,334,000 oz to the Apollo Hill Mineral Resource in just over five years from
listing with 140,689 m of RC and diamond drilling. That is 9.5 ounces of gold added for every
metre drilled.
Saturn’s updated Mineral Resource has produced an increase in tonnes, ounces, confidence,
classification, and quality.
The growth in the Apollo Hill Mineral Resource was driven by:
•
The discovery of additional shallow mineralisation through grade control style drilling in the central
area of the deposit and extensional drilling beneath the previous resource shell in the north and
central areas of the deposit and some infill drilling within the previous resource shell.
o
o
Broad resource extensional intersections returned during the year included 42m @ 1.25g/t
Au from 167m including 17m @ 1.60g/t Au from 189m – AHRC0961 and 16m @ 0.97g/t Au
from 158m – AHRC0246, Including 5m @ 2.84g/t Au from 167m.
A 5,800m, 120-hole Reverse Circulation (RC) grade control program was completed at
Saturn’s conceptual bulk sample pit location during the year, returning impressive results.
Significant from surface results included 55m @ 2.12g/t Au from 0m – AHRC0897 including
19 m @ 5.59g/t Au from 0m including 10m @ 10.40g/t Au from 6m and 36m @ 2.34g/t Au
from 0m – AHRC0896, including 9m @ 8.19/t Au from 0m. Grade control drill results have:
Provided definition of some of the deposits higher grade architecture;
Highlighted a positive reconciliation between the previous Mineral Resource model
and the new ‘grade control included’ Mineral Resource model in this area of the
deposit (+ 6% in tonnes and +5% in ounces in this localised area of the model);
SATURN METALS LIMITED – ANNUAL REPORT 2023
5
REVIEW OF OPERATIONS (Cont.)
Confirmed the target area as a suitable location for a low strip bulk sample pit;
Highlighted the potential for highly payable ores at surface across the deposit; and
Provided high confidence data for the implementation of a potential scale up test heap
plant and associated bulk sample pit operation.
The simplified cross section in Figure 2 shows some of the reported drill intersections relative
to the bulk sample pit design.
Plate 2 – RC grade control and geotechnical diamond drilling in progress at Saturn’s planned Apollo Hill bulk sample
pit location. Photo taken 21 February 2023.
Figure 2 – Simplified geological cross section of recent results, relative to planned bulk sample pit shell and Apollo Hill
Mineral Resource Shell. (a) Refer page 63
•
The results of metallurgical testing on high quality diamond core which have demonstrated clear
potential to achieve improved gold recoveries and low processing costs through simpler and
scalable heap leach treatment options. These low unit operating costs and improved mineral
recovery have effectively lowered the cut-off grade and brought additional mineralised material into
the larger Whittle pit shells improving continuity, strip ratios, and scale, enabling more efficient bulk
mining considerations and improving economies of scale.
SATURN METALS LIMITED – ANNUAL REPORT 2023
6
REVIEW OF OPERATIONS (Cont.)
o During the year Saturn Metals scaled up metallurgical test work via 11 column leach tests
to confirm the amenability of the Apollo Hill Mineral Resource to bulk tonnage gold mining
and mineral processing via heap leaching.
o
Excellent Recovery was achieved at targeted grades and commercial fresh rock crush sizes.
Specifically, four Apollo Hill composite column samples (grading between 0.32 g/t Au and
1.34 g/t Au) derived from drill core of the deposit’s dominant fresh basalt and dolerite rock
types gave an excellent average recovery of 79.1% using closed-circuit high pressure
grinding roll (HPGR) crushing to a P100 size of 8.0 mm. This recovery figure compares
positively to a global heap leach recovery figures which can range between 55% and
79%(a).
o Results highlighted predictable leach curves and results which have lead to efficiency in our
developments studies. Importantly, the HPGR 8 mm P100 size column leach recovery
curves demonstrate a narrow spread of overall gold extraction results (Figure 3). This is
interpreted to represent the low variability and high predictability of the leaching
characteristics of Apollo Hill mineralisation. This facilitates simple and cost-efficient
production scheduling in our current development studies.
Figure 3 – Column Leach Recovery Test Curves 8mm HPGR – strong leach kinetics – a predictable narrow
band of 100- day recovery results. (a) Refer page 63
o
o
These recovery results further validated the high recovery values reported from the 2022
column leach test work programmes where recovery under similar conditions was reported
at between 74.5% and 85.0% (See ASX Announcement dated 1 August 2022).
The metallurgical test work results have been utilised to derive important input information
to help improve Saturn’s recently upgraded Mineral Resource, inform its recently published
Preliminary Economic Assessment and will be the basis for our future Feasibility and
associated scale up studies.
• Saturn’s improving knowledge of the geological controls at the deposit and refinements in the
resource modelling techniques have continued to have a positive influence.
Improvements in the scale and quality of the Apollo Hill Resource and its modifying factors ultimately
lead to full evaluation of Mining options under the Company’s Preliminary Economic Assessment.
SATURN METALS LIMITED – ANNUAL REPORT 2023
7
REVIEW OF OPERATIONS (Cont.)
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SATURN METALS LIMITED – ANNUAL REPORT 2023
8
REVIEW OF OPERATIONS (Cont.)
Apollo Hill Resource Area – Development Studies
Studies undertaken during the year to support Saturn’s Preliminary Economic
Assessment (PEA), released after year end on 17 August 2023.
Other development study work undertaken during the year to 30 June 2023 towards the completion of
Saturn’s Preliminary Economic Assessment and other feasibility studies included:
• Metallurgical test work – Apollo Hill Resource area; additional comminution testing, bottle roll
and column leach test work focussing on process optimisation; work on a further 11
representative samples commenced (completed and reported 25 July 2023);
• Geotechnical assessment of the Apollo Hill Resource area; geotechnical logging of drilled core,
down hole televiewer survey data collection and interpretation of geotechnical parameters and
their application to open pit/Whittle shell design;
• Resource modelling was completed focussing on optimising selective mining unit size within
the model towards consideration of larger bench heights, larger more efficient mining
equipment, and further economies of scale. Work was underpinned by an upgraded 3D
geological model also completed during the year;
• Further open pit optimisations, design, and open pit scheduling studies to search for potential
areas of project and resource shell optimisation;
• Archaeological surveys – Detailed archaeological heritage survey of proposed Apollo Hill
project infrastructure locations was undertaken;
• Environmental surveys – detailed environmental, hydrological and hydrogeological surveys
commenced at Apollo Hill to inform the PEA and to provide a baseline for ongoing feasibility
studies; and
• Scale up metallurgical testing and associated bulk sample mining concept design work
commenced as part of the Apollo Hill’s feasibility study process.
Plate 3 – Column Leach test work towards optimising gold recovery on Apollo Hill mineralised samples.
SATURN METALS LIMITED – ANNUAL REPORT 2023
9
REVIEW OF OPERATIONS (Cont.)
Apollo Hill Resource Area – Deeper Diamond Drilling
Step out diamond drilling indicates the system is open.
Diamond drilling completed at Apollo Hill highlighted multiple zones of gold mineralisation.
Intersections returned up to 200m down dip from the Apollo Hill Mineral Resource included:
• 5.8m @ 2.7g/t Au from 322.4m (Hanging Wall Lode) – AHRCDD0482
• 11.6m @ 1.39g/t Au from 641.4m (Main Lode) – AHRCDD0482
Results (Figure 5) indicate that the gold system is open, and potential exists for step change discovery
with ongoing targeting.
Figure 5 – Section view of the Apollo Hill Deposit – step out diamond drilling has intersected mineralisation 200m below
the current mineral resource and 500m below the current pit shell. (a) Refer page 63
Apollo Hill Regional Exploration
The Regional Exploration Picture
Aircore (AC) results from systematic drilling of the 1000km2 Apollo Hill land package (687 holes
completed for 56,655m during the year) continue to highlight the scale, continuity and prospectivity of
a major gold system under largely covered terrain (Figure 4). The Company is recognising the potential
for either a long-life, large-scale set of gold assets centred around our initial Apollo Hill Mineral Resource
or the opportunity for another major discovery. Highlights include:
•
•
•
Evidence of a continuous gold system outlined in drill intersections over 60km of strike length
and a 20km wide corridor (Figure 6).
Fourteen Prospects identified to date centred around the current 1.84Moz1 Apollo Hill
Deposit (Figure 6).
Large parts of the corridor in Figure 6 remain untested and further work is required to follow
up around significant results at the prospect scale.
SATURN METALS LIMITED – ANNUAL REPORT 2023
10
REVIEW OF OPERATIONS (Cont.)
Figure 6 – Plan view of previously reported drill hole gold maximum assay contours (Apollo Hill Camp
Scale); also illustrated maximum gold intercepts at Saturn’s labelled prospects.
SATURN METALS LIMITED – ANNUAL REPORT 2023
11
REVIEW OF OPERATIONS (Cont.)
Accretive intersections returned during the year included:
• 4m @ 12.85g/t Au from 78m – AHAC1516 at the Pandora Prospect.
• 20m @ 1.44gt Au from 88m, including 8m @ 3.37g/t Au from 96m – AHAC1537 at Orcus.
• 5m @ 0.96g/t Au from 52m including 4m @ 1.06 g/t Au from 53m – AHAC1166 at Erebus.
• 9m @ 0.64g/t Au from 88m in AHAC1455 at Calypso.
• 1m @ 3.11g/t Au from 100m in AHAC1485 at Bob’s South.
West Wyalong Exploration – NSW
In the first half of year the Company commenced on ground activities and site preparation for planned
Aircore and RC drilling at the high-grade West Wyalong gold joint venture in New South Wales. Work
was postponed due to extremely wet weather conditions rendering many drill sites inaccessible. Work
is underway to obtain optimal land access agreements for drill sites prior to the commencement of
drilling now planned for mid to late 2023.
Capital Raising and Share Issues
To support the Company’s activities Saturn raised additional capital during the year through the issue
of shares:
•
•
16 December 2022, the Group raised $3,772,022 (net of costs) by issuing 21,543,347 shares at
18 cents per share following the completion of a non-renounceable entitlement offer to existing
shareholders; and
16 May 2023, the Group raised $1,401,033 (net of costs) by issuing 9,482,081 shares at 16 cents
per share by placement to institutional and sophisticated investors.
Company Values
Saturn is committed to conducting its business activities in accordance with the below stated values.
SATURN METALS LIMITED – ANNUAL REPORT 2023
12
REVIEW OF OPERATIONS (Cont.)
Health and Safety
Safety
Saturn is focused on providing safe working environment for all its personnel.
Over the course of the year a total of 25,931 work hours were recorded at our Apollo Hill Gold Project.
Of this, Saturn employees contributed 13,246 work hours and Saturn contractors contributed 12,685
work hours. During the year there wa one lost time reportable injury, with an employee unable to work
for a 24-hour period due to lower back pain.
Employee Assistance Program
Saturn has engaged Lifeskills Australia to provide all personnel with access to an Employee Assistance
Program (EAP).
The aim of providing an EAP is to ensure all employees have access to a confidential counselling
service which can help individuals deal with personal or work-related issues that may otherwise
adversely affect their wellbeing.
Community Engagement
Heritage Surveys
Saturn conducted detailed archaeological and ethnographic heritage surveys of proposed Apollo Hill
project infrastructure locations with an anthropologist, archaeologist and representatives of traditional
owner’s Nyalpa Pirniku in October 2022 and January 2023. These surveys were conducted to provide
clearance to Saturn tenure for future work programs and project development.
Plate 4 – Archaeological and Ethnographic survey of proposed infrastructure locations at the Apollo Hill.
Local Suppliers
The Company endeavors to engage local suppliers of good and services where available to support
activities at its Apollo Hill Gold Project. During the year Saturn engaged with Menzies Mining Pty Ltd, a
local company with ties to the Nyalpa Pirniku Native Title Claimants to provide earthworks services at
Apollo Hill.
SATURN METALS LIMITED – ANNUAL REPORT 2023
13
REVIEW OF OPERATIONS (Cont.)
Corporate Governance
the
intent of
Saturn supports
the ASX Corporate Governance Council’s Principles and
Recommendations (4th Edition). Details of the corporate governance practices adopted by Saturn can
be
‘Corporate Governance Statement 2023’ available on our website at
www.saturnmetals.com.au/about/corporate-governance/
in our
found
Material Business Risks
Exploration and evaluation risks
Potential investors should understand that mineral exploration and development are high risk
undertakings. While the Company has attempted to reduce this risk by selecting projects that have
identified advanced mineral targets, there is still no guarantee of success. Even if an apparently viable
deposit is identified, there is no guarantee that it can be economically exploited.
Tenement risks
The rights to mineral tenements carry with them various obligations which the holder is required to
comply with in order to ensure the continued good standing of the tenement and, specifically, obligations
in regard to minimum expenditure levels and responsibilities in respect of the environment and safety.
Failure to observe these requirements could prejudice the right to maintain title to a given area and
result in government action to forfeit a permit or permits.
There is no guarantee that current or future exploration permit applications or existing permit renewals
will be granted, that they will be granted without undue delay, or that the Company can economically
comply with any conditions imposed on any granted exploration permits.
Title Risk
The exploration and prospecting permits and claims in which the Company has now, or may, in the
future, acquire an interest, are subject to applicable local laws and regulations. There is no guarantee
than any claims, applications or conversions in which the Company has a current or potential interest
will be granted.
All of the projects in which the Company has an interest will be subject to application for claim renewal
from time to time. Renewal of the term of each claim is subject to applicable legislation. If the claim is
not renewed for any reason, the Company may suffer significant damage through loss of the opportunity
to develop and discover any mineral resources on that claim.
Although the Company has taken steps to verify the title to the resource properties in which it has or
has a right to acquire an interest in accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee title. Title to resource properties
may be subject to unregistered prior agreements or transfers and may also be affected by undetected
defects or the rights of indigenous peoples.
Contractual risks
The Company’s interests in many of the tenements described in this Offer are by virtue of contractual
arrangements. Accordingly, as in any contractual relationship, the ability for the Company to ultimately
be registered as a holder of an interest in the tenements is dependent upon the relevant vendor
complying with its contractual obligations to deliver title. To the extent that such third parties default in
their obligations under the option contracts, it may be necessary for the Company to approach a Court
to seek a legal remedy. Such legal action may be costly, and no guarantee can be given by the
Company that a legal remedy will ultimately be granted on appropriate terms.
SATURN METALS LIMITED – ANNUAL REPORT 2023
14
REVIEW OF OPERATIONS (Cont.)
Environmental risks
The operations and activities of the Company are subject to State and Commonwealth laws and
regulations concerning the environment. As with most exploration projects and mining operations, the
Company’s activities are expected to have an impact on the environment, particularly if advanced
exploration or mine development proceeds. Such impacts can give rise to substantial costs for
environmental rehabilitation, damage, control and losses. Further, where there are environmental
rehabilitation conditions attaching to the mining tenements of the Company, failure to meet such
conditions could lead to forfeiture of these tenements.
Climate Change
Climate change effects have the potential to impact our business. The highest priority climate related
risks include reduced water availability, extreme weather events, changes to legislation and regulation,
reputational risk, and technological and market changes. The group is committed to understanding and
proactively managing the impact of climate related risks to our business. This includes integrating
climate related risks, as well as energy considerations, into our strategic planning and decision making.
Tenure, native title and heritage risks
Interests in exploration and mining tenements in Australia are governed by State legislation and are
evidenced by the granting of leases or licences. Each lease or licence is for a specific term and carries
with it annual expenditure and reporting conditions as well as other conditions requiring compliance.
These conditions include the requirement, for exploration licences, for reduction in the area held under
licence from time to time unless it is considered that special circumstances apply. Consequently, the
Company could lose title to, or its interest in, its tenements if licence conditions are not met or if
expenditure commitments are not met.
It is possible that, in relation to tenements in which the Company has an interest or may acquire such
an interest, there may be areas over which legitimate native title rights of Aboriginal Australians exist.
If native title rights do exist, the ability of the Company to obtain the consent of any relevant land owner,
or to progress from the exploration phase to the development and mining phases of the operation, may
be adversely affected.
It is possible that there will exist on the Company’s mining tenements, areas containing sacred sites or
sites of significance to Aboriginal people subject to the provisions of the Aboriginal Heritage Act 1972
(WA), or areas subject to the Native Title Act 1993 (Cth) in Australia. As a result, land within the
tenements may be subject to exploration, mining or other restrictions as a result of claims of Aboriginal
heritage sites or native title.
Financing
The Company’s ability to effectively implement its business strategy over time may depend in part on
its ability to raise additional funds. There can be no assurance that any such equity or debt funding will
be available to the Company on favourable terms or at all. If adequate funds are not available on
acceptable terms, the Company may not be able to take advantage of opportunities or otherwise
respond to competitive pressures.
Sovereign Risk
Any future material adverse changes in government policies or legislation in Australia or any other
jurisdiction in which the Company undertakes or may undertake operations that affect foreign
ownership, mineral exploration, development or mining activities, may affect the viability and profitability
of the Company and its projects.
Operational risk
If the Company decides to develop and commission a mine, the operations of the Company including
mining and processing may be affected by a range of factors. These include failure to achieve the
predicted grade in exploration, mining and processing, technical difficulties encountered in
SATURN METALS LIMITED – ANNUAL REPORT 2023
15
REVIEW OF OPERATIONS (Cont.)
commissioning and operating plant and equipment, mechanical failure, metallurgical problems which
affect extraction rates and costs, adverse weather conditions, industrial and environmental accidents,
industrial disputes, unexpected shortages or increase in the costs of consumables, spare parts, plant
and equipment.
Management actions
Directors of the Company will, to the best of their knowledge, experience and ability (in conjunction with
their management) endeavour to anticipate, identify and manage the risks inherent in the activities of
the Company, but without assuming any personal liability for the same, with the aim of eliminating,
avoiding and mitigating the impact of risks on the performance of the Company and its security.
Insurance arrangements
The Company intends to ensure that insurance is maintained within ranges of coverage that the
Company believes to be consistent with industry practice and having regard to the nature of activities
being conducted. No assurance, however, can be given that the Company will be able to continue to
maintain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate
and available to cover any such claims.
Land access risk
Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of
prospective tenements is a competitive business, in which propriety knowledge or information is critical
and the ability to negotiate satisfactory commercial arrangements with other parties is often essential.
Access to land for exploration purposes can be affected by land ownership, including private (freehold)
land, pastoral lease and regulatory requirements within the jurisdictions where the Company operates.
Government policy
Changes in relevant taxation, interest rates, other legal, legislative and administrative regimes, and
Government policies in Australia or any other jurisdiction in which the Company undertakes or may
undertake operations, may have an adverse effect on the assets, operations and ultimately the financial
performance of the Company. These factors may ultimately affect the financial performance of the
Company and the market price of its securities.
In addition to the normal level of income tax imposed on all industries, the Company may be required
to pay government royalties, indirect taxes, GST and other imposts which generally relate to revenue
or cash flows. Industry profitability can be affected by changes in government taxation policies.
Changing attitudes to environmental, land care, cultural heritage and indigenous land rights’ issues,
together with the nature of the political process, provide the possibility for future policy changes. There
is a risk that such changes may affect the Company’s exploration plans or, indeed, its rights and/or
obligations with respect to the tenements.
Key Personnel
Whilst the Company has just a few executives and senior personnel, its progress in pursuing its
exploration and evaluation programmes within the time frames and within the costs structure as
currently envisaged could be dramatically influenced by the loss of existing key personnel a failure to
secure and retain additional key personnel as the Company’s exploration programme develops. The
resulting impact from such loss would be dependent upon the quality and timing of the employee’s
replacement.
Although the key personnel of the Company have a considerable amount of experience and have
previously been successful in their pursuits of acquiring, exploring and evaluating mineral projects, there
is no guarantee or assurance that they will be successful in their objectives pursuant to this Offer.
SATURN METALS LIMITED – ANNUAL REPORT 2023
16
DIRECTORS’ REPORT
The Directors present their report together with the consolidated financial statements of the Group
comprising of Saturn Metals Limited (“Saturn” the “Group” or the “Company”) and its subsidiary for the
financial year ended 30 June 2023 and the auditor’s report thereon.
Directors and Company Secretary
The following persons were directors of Saturn during the whole of the financial year and up to the date
of this report.
Brett Lambert – Non-Executive Chairman
Ian Bamborough – Managing Director
Andrew Venn – Non-Executive Director
Robert Tyson – Non-Executive Director
Adrian Goldstone – Non-Executive Director
The Company Secretary is Mrs Natasha Santi. Mrs Santi was appointed Company Secretary on 3 May
2021.
Mrs Santi previously had 9 years’ experience, as an employee of Boden Corporate Services Pty Ltd,
providing company secretarial and accounting services to a range of ASX listed and unlisted
companies, including serving as Company Secretary at Capricorn Metals Ltd from July 2012. In
addition, from April 2017, Mrs Santi was a full-time employee at Capricorn Metals Ltd until her
resignation as Company Secretary, February 2020.
Principal Activities
The principal activity of the Group is the exploration for economic deposits of precious metals. For the
period of this report, the emphasis has been gold focused exploration and project development near
Leonora, in Western Australia.
Dividends Paid or Recommended
No dividends were paid or proposed to be paid during the financial year (2022: Nil).
Operating Results
The loss for the Group for the financial year after providing for income tax amounted to $3,590,514
(2022: $2,283,191). Loss per share $0.03 (2022: $0.02).
Financial Position
The net assets of the Group for the year ended 30 June 2023 were $37,527,580 (2022: $35,227,571).
Net assets have increased due to share issues completed during the year which raised $5,173,055, net
of costs for further exploration activities. In addition, a further $7,331,528 was capitalised as exploration
and evaluation costs. At 30 June 2023 the closing cash balance of the Group was $3,504,209 (2022:
$7,108,560).
Significant Changes in the State of Affairs
Other than as set out elsewhere in the report, there were no significant changes to the state of affairs.
Changes to Contributed Equity
During the year the Group increased contributed equity by $5,173,055 through the issue of 31,025,428
shares in the Group as part of placements to institutional and sophisticated investors. The details and
timing of each raising were as follows:
SATURN METALS LIMITED – ANNUAL REPORT 2023
17
DIRECTORS’ REPORT (Cont.)
•
•
16 December 2022, the Group raised $3,772,022 (net of costs) by issuing 21,543,347 shares at
18 cents per share following the completion of a non-renounceable entitlement offer to existing
shareholders.
16 May 2023, the Group raised $1,401,033 (net of costs) by issuing 9,482,081 shares at 16 cents
per share by placement to institutional and sophisticated investors.
Details of changes in contributed equity is disclosed in Note 11 in the consolidated financial statements.
The Directors are not aware of any other significant changes in the state of affairs of the Company
occurring during the financial year, other than as disclosed in this report.
Events Occurring Subsequent to Balance Date
There were no other matters or circumstances that have arisen since the end of the financial period
which significantly affected or may significantly affect the operations of the Group, the results of those
operations or the state of affairs of the Group in future financial years.
Likely Developments and Expected Results
It is the Board’s current intention that the Group will progress exploration and development on current
projects. Exploration and development is inherently risky and there are no certainties that the Group
will successfully achieve its objectives.
Information on Directors
The names and particulars of the Group’s Directors during the financial year, and as at the date of this
report are as follows:
IAN BAMBOROUGH BSc(Hons), MSc, MBA, MAIG, GAICD
Managing Director
Experience and Expertise:
Mr Bamborough is a geologist with more than 25 years leadership experience in the mining industry.
Mr Bamborough developed his career with Newmont Mining Corporation and was previously
Managing Director of ASX listed Spectrum Rare Earths Limited. Mr Bamborough is currently Vice
Chair of the Gold Industry Group of Australia and has previously served as a Director of the Northern
Territory Mining Board. Mr Bamborough holds a directorship with private exploration and mining
company, Reef Mining Pty Ltd.
The Board does not consider Mr Bamborough to be an independent Director.
Other current ASX listed company directorships:
None.
Former ASX listed company directorships in the last three years:
None.
First appointed as a Director:
19 September 2017.
Interests in Shares, Rights and Options: Shares:
Performance Rights:
Options:
6,253,730
1,750,000
-
SATURN METALS LIMITED – ANNUAL REPORT 2023
18
DIRECTORS’ REPORT (Cont.)
BRETT LAMBERT BAppSc (Mining Engineering)
Non-Executive Chairman
Experience and Expertise:
Mr Lambert is a mining engineer and experienced company director. He has over 40 years’
involvement in the Australian and international resources industry encompassing exploration, mining
operations, project development, business development and corporate administration. Mr Lambert
commenced his professional career with Western Mining Corporation in Kalgoorlie and progressed
to a Senior Management role. Since leaving WMC, Mr Lambert has held executive positions with a
number of junior and mid-tier resource companies, including more than 10 years at CEO/managing
director level.
The Board considers that Mr Lambert is an independent Director.
Other current ASX listed company directorships:
Nil.
Former ASX listed company directorships in the last three years:
Non-Executive Chairman of Metal Hawk Limited (3 July 2019 to 9 September 2023).
Non-Executive Director of Musgrave Minerals Ltd (4 February 2021 to 4 September 2023).
Non-Executive Chairman of Mincor Resources NL (1 January 2017 to 6 July 2023).
Non-Executive Director of Australian Potash Limited (9 May 2017 to 27 June 2023).
Non-Executive Director of Metals X Limited (24 October 2019 10 July 2020).
First appointed as a Director:
9 April 2020.
Interests in Shares, Rights and Options: Shares:
Performance Rights:
Options:
-
-
1,400,000
ROBERT TYSON B.App Sc(Geol), GradDip Applied Finance(SIA) MAusIMM
Non-Executive Director
Experience and Expertise:
Mr Tyson is a geologist with more than 25 years resources industry experience having worked in
exploration and mining-related roles for companies including Cyprus Exploration Pty Ltd, Queensland
Metals Corporation NL, Murchison Zinc Pty Ltd, Normandy Mining Ltd and Equigold NL. Mr Tyson is
an Executive Director and founder of Peel Mining Limited.
The Board considers that Mr Tyson is an independent Director.
Other current ASX listed company directorships:
Executive Director – Technical of Peel Mining Limited (from 3 March 2022),
Managing Director of Peel Mining Limited (20 April 2006 to 3 March 2022).
Former ASX listed company directorships in the last three years:
None.
First appointed as a Director:
2 June 2017
Interests in Shares, Rights and Options: Shares:
Performance Rights:
Options:
1,360,000
-
1,000,000
SATURN METALS LIMITED – ANNUAL REPORT 2023
19
DIRECTORS’ REPORT (Cont.)
ANDREW VENN BBus, GradDip Applied Finance, FFin
Non-Executive Director
Experience and Expertise:
Mr Venn has over 20 years mining industry experience. Mr Venn has previously held senior positions
across financing and operations for Argonaut Limited, Orica Mining Services, ICI Explosives and
DDH1 Limited and is a Fellow of the Financial Services Institute of Australia.
The Board considers that Mr Venn is an independent Director.
Other current ASX listed company directorships:
None.
Former ASX listed company directorships in the last three years:
None.
First appointed as a Director:
29 September 2017.
Interests in Shares, Rights and Options: Shares:
Performance Rights:
Options:
1,040,000
-
1,000,000
ADRIAN GOLDSTONE BSc, MSc (Hons)
Non-Executive Director
Experience and Expertise:
Mr Goldstone has in excess of 35 years’ experience in the resources industry holding executive roles
over much of that time and has more recently become involved in specialist investment and financing
for the resources industry. He currently holds the position of Managing Director, Technical at Dundee
Corporation. He brings expertise and successful experience in Project Management and associated
governance processes, environmental management, and social licence in the industry and has a
strong focus on creative business solutions meeting the expectations of multiple stakeholders.
The Board considers that Mr Goldstone is an independent Director.
Other current ASX listed company directorships:
None.
Former ASX listed company directorships in the last three years:
Non-Executive Director of Zinc of Ireland NL (29 January 2019 to 30 November 2021).
Non-Executive Director of Big River Gold Limited (26 May 2021 to 21 September 2022 (removal from
official list)).
First appointed as a Director:
20 May 2021.
Interests in Shares, Rights and Options: Shares:
Performance Rights:
Options:
70,239
-
1,000,000
SATURN METALS LIMITED – ANNUAL REPORT 2023
20
DIRECTORS’ REPORT (Cont.)
Meetings of Directors
The number of meetings of Director’s (including committees of Directors) held during the year ended
30 June 2023, and the number of meetings attended by each director was as follows:
Director
I Bamborough
B Lambert
R Tyson
A Venn
A Goldstone
Directors Meetings
B
A
8
8
8
8
8
8
8
8
8
8
Audit & Risk Committee
A
3
3
3
3
3
B
3
3
3
3
3
A = Number of meetings attended.
B = Number of meetings held during the time the director held office or was a member of the committee.
REMUNERATION REPORT (AUDITED)
The Directors present the Saturn Metals Limited 2023 remuneration report, outlining key details of the
nature and amount of remuneration for each Key Management Personnel (“KMP”) awarded this year.
The remuneration report is structured as follows:
a) Key management personnel covered in this report
b) Principles used to determine the nature and amount of remuneration
c) Key personnel remuneration
d) Service agreements
e) Equity issued as part of remuneration
f) Option holdings of key management personnel
g) Performance rights holdings of key management personnel
h) Share holdings of directors and key management personnel
i) Additional information
a) Key Management Personnel Covered In This Report
Key Management Personnel
Ian Bamborough
Brett Lambert
Robert Tyson
Andrew Venn
Adrian Goldstone
Position
Managing Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Changes during the year
-
-
-
-
-
Note:
Details of each director are set out on pages 16 – 18.
There have been no changes to KMP since 30 June 2023 and to the date of this report.
SATURN METALS LIMITED – ANNUAL REPORT 2023
21
REMUNERATION REPORT (AUDITED) (Cont.)
Principles Used To Determine The Nature And Amount Of Remuneration
The objective of the remuneration framework of Saturn Metals Limited is to ensure reward for
performance is competitive and appropriate for the results delivered. The framework aligns executive
reward with achievement of strategic objectives and the creation of value for shareholders. The Board
believes that executive remuneration satisfies the following key criteria:
competitiveness and reasonableness
•
• acceptability to shareholders
• performance linkage / alignment of executive compensation
•
•
transparency
capital management
These criteria result in a framework which can be used to provide a mix of fixed and variable
remuneration, and a blend of short and long-term incentives in line with the Group’s remuneration policy.
Board and senior management
The remuneration of the Managing Director will be decided by the Board, without the affected Executive
Director participating in that decision-making process.
The total maximum remuneration of Non-Executive Directors was initially set by the Constitution and
subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with
the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The current amount
has been set at an amount not to exceed $300,000 per annum. The determination of Non-Executive
Directors’ remuneration within that maximum is made by the Board having regard to the inputs and
value to the Group of the respective contributions by each Non-Executive Director.
In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder
approval, non-cash remuneration such as Options) as the Directors determine where a Director
performs special duties or otherwise performs services outside the scope of the ordinary duties of a
Director.
Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them
respectively incurred in the performance of their duties as Directors.
The Board reviews and approves the remuneration policy to enable the Group to attract and retain
executives and Directors who will create value for Shareholders having consideration to the amount
considered to be commensurate for a company of its size and level of activity as well as the relevant
Directors’ time, commitment, and responsibility. The Board is also responsible for reviewing any
employee incentive and equity-based plans including the appropriateness of performance hurdles and
total payments proposed. Senior management are paid based on applicable market rates.
Company Performance
The following table shows the gross revenue, profits, dividends and share price at the end of the
financial year for the past 5 years, ending 30 June:
Revenue
Net profit/(loss)
Share price at year end
Dividends paid
2019
$
80,126
(1,187,119)
0.300
-
2020
$
74,974
(1,476,067)
0.715
-
2021
$
72,592
(1,959,350)
0.410
-
2022
$
15,777
(2,283,191)
0.280
-
2023
$
56,354
(3,590,514)
0.180
-
Remuneration is not linked to past Group performance but rather towards generating future shareholder
wealth through share price performance. The Board and management may be issued share options in
the company on a periodic basis as a means to link executive rewards to shareholder value.
SATURN METALS LIMITED – ANNUAL REPORT 2023
22
REMUNERATION REPORT (AUDITED) (Cont.)
b) Key Management Personnel Remuneration
Details of the remuneration expense recognized for each key management person of the Group during
the current and previous financial year ending 30 June, is set out in the following table:
Fixed Remuneration
Variable Remuneration
Short-Term
Employment
Benefits
Cash salary
& fees
$
Post-
Employment
Benefits
Super-
annuation
$
Long-Term
Benefits
Leave
benefits
$
Share-based
Payments
Options
$
Performance
Rights
$
Total
$
Perform-
ance
Related
%
298,799
293,267
26,589
23,723
16,154
22,572
-
11,867
127,363
142,350
468,905
493,779
77,000
70,000
55,000
50,000
55,000
50,000
55,000
50,000
540,799
513,267
8,085
7,000
5,775
5,000
5,775
5,000
5,775
5,000
51,999
45,723
-
-
-
-
-
-
-
16,154
22,572
86,522
62,715
61,802
56,664
61,802
56,664
61,802
44,796
271,928
232,706
(69,082)
- 171,607
-
139,715
- 122,577
42,582
- 122,577
42,582
- 122,577
99,796
-
127,363 1,008,243
818,454
(69,082)
4,186
27%
31%
50%
45%
50%
Nil
50%
Nil
50%
45%
Key
Management
Person
Year
Executive Director
I Bamborough 2023
2022
Directors
B Lambert
R Tyson
A Venn
A Goldstone
Total
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Note:
• Options issued during the year are designed provide long-term incentives for Eligible Participants to deliver
long-term shareholder returns (as disclosed on page 25).
• Performance rights issued during the year are designed to provide short-term incentives to Directors to deliver
short- and long-term shareholder returns (as disclosed on page 26).
c) Service agreements
Remuneration and other terms of employment for the Directors and key management personnel, except
those of non-executive Directors are formalised in Employment Agreements or Letters of Offer. Details
of the employment conditions for Directors and Key Management Personnel are set out below.
The Company has entered into an Executive Service Agreement with Mr Ian Bamborough pursuant to
which Mr Bamborough was appointed Managing Director of the Company on the following terms:
a) The Managing Director is employed on a full time basis;
b) The Company will pay to the Managing Director for services rendered a salary of $300,000
(excluding superannuation) per annum;
c) The Company will reimburse the Managing Director for all reasonable expenses (including
travel and accommodation) incurred in the performance of his duties;
d) The Company may terminate the executive services agreement without reason on three (3)
months’ notice thereafter and immediately without notice in the event of serious misconduct;
e) The Managing Director may terminate the executive services agreement at any time and
without notice if the Company commits a serious breach of the executive service agreement or
by giving three (3) months’ notice to the Company; and
f) The Company has entered into a deed of insurance, indemnity and access with Mr
Bamborough. The Company has taken out and will use its best endeavours to maintain
appropriate directors’ and officers’ liability insurance.
The above Executive Service Agreement otherwise contains terms and conditions which are considered
standard for agreements of their nature, including those relating to confidentiality, non-disclosure and
assignment.
SATURN METALS LIMITED – ANNUAL REPORT 2023
23
REMUNERATION REPORT (AUDITED) (Cont.)
The Company has entered into an appointment letter with Mr Brett Lambert pursuant to which Mr
Lambert was appointed Non-Executive Chairman of the Company on the following terms:
a) Mr Lambert’s appointment commenced on 9 April 2020 and automatically ceases at the end of
any meeting at which he is not re-elected as a Director by the shareholders of the Company or
otherwise ceases in accordance with the Constitution;
b) The Company will pay $77,000 per annum (excluding superannuation) to the Non-Executive
Chairman monthly in arrears. Remuneration shall be subject to annual review by the Board of
the Company and approval by the shareholders of the Company (if required);
c) The Company will reimburse Mr Lambert for all reasonable expenses (including travel and
accommodation) incurred in the performance of his duties where agreed by the Board; and
d) The Company has entered into a deed of insurance, indemnity and access with Mr Lambert.
The Company has taken out and will use its best endeavours to maintain appropriate directors’
and officers’ liability insurance.
The appointment letter otherwise contains terms and conditions that are considered standard for
agreements of this nature.
The Company has entered into an appointment letter with Robert Tyson pursuant to which Mr Tyson
was appointed Non-Executive Director of the Company on the following terms:
a) Mr Tyson’s appointment commenced on 9 April 2020 and automatically ceases at the end of
any meeting at which he is not re-elected as a Director by the shareholders of the Company or
otherwise ceases in accordance with the Constitution;
b) The Company will pay $55,000 per annum (excluding superannuation) to the Non-Executive
Director monthly in arrears. Remuneration shall be subject to annual review by the Board of the
Company and approval by the shareholders of the Company (if required);
c) The Company will reimburse Mr Tyson for all reasonable expenses (including travel and
accommodation) incurred in the performance of his duties where agreed by the Board; and
d) The Company has entered into a deed of insurance, indemnity and access with Mr Tyson. The
Company has taken out and will use its best endeavours to maintain appropriate directors’ and
officers’ liability insurance.
The appointment letter otherwise contains terms and conditions that are considered standard for
agreements of this nature.
The Company has entered into an appointment letter with Andrew Venn pursuant to which Mr Venn
was appointed Non-Executive Director of the Company on the following terms:
a) Mr Venn’s appointment commenced on 21 September 2017 and automatically ceases at the
end of any meeting at which he is not re-elected as a Director by the shareholders of the
Company or otherwise ceases in accordance with the Constitution;
b) The Company will pay $55,000 per annum (excluding superannuation) to the Non-Executive
Director monthly in arrears. Remuneration shall be subject to annual review by the Board of the
Company and approval by the shareholders of the Company (if required);
c) The Company will reimburse Mr Venn for all reasonable expenses (including travel and
accommodation) incurred in the performance of his duties where agreed by the Board; and
d) The Company has entered into a deed of insurance, indemnity and access with Mr Venn. The
Company has also taken out and will use its best endeavours to maintain appropriate directors’
and officers’ liability insurance.
The appointment letter otherwise contains terms and conditions that are considered standard for
agreements of this nature.
The Company has entered into an appointment letter with Adrian Goldstone pursuant to which Mr
Goldstone was appointed Non-Executive Director of the Company on the following terms:
SATURN METALS LIMITED – ANNUAL REPORT 2023
24
REMUNERATION REPORT (AUDITED) (Cont.)
a) Mr Goldstone’s appointment commenced on 20 May 2021 and automatically ceases at the end
of any meeting at which he is not re-elected as a Director by the shareholders of the Company
or otherwise ceases in accordance with the Constitution;
b) The Company will pay $55,000 per annum (excluding superannuation) to the Non-Executive
Director monthly in arrears. Remuneration shall be subject to annual review by the Board of the
Company and approval by the shareholders of the Company (if required);
c) The Company will reimburse Mr Goldstone for all reasonable expenses (including travel and
accommodation) incurred in the performance of his duties where agreed by the Board; and
d) The Company has entered into a deed of insurance, indemnity and access with Mr Goldstone.
The Company has taken out and will use its best endeavours to maintain appropriate directors’
and officers’ liability insurance.
The appointment letter otherwise contains terms and conditions that are considered standard for
agreements of this nature.
d) Equity issued as part of remuneration
(i) Options
Options over shares in Saturn may be granted under the Company’s Incentive Option Plan which was
created in September 2017 and approved by shareholders again in November 2021. The Incentive
Option Plan is designed to provide long-term incentives for Eligible Participants to deliver long-term
shareholder returns. Under the plan, the Board may from time to time, in its absolute discretion, make
a written offer to any Eligible Participant to apply for Options, upon the terms set out in the Plan and
upon such additional terms and conditions as the Board determines. An Option may be made subject
to vesting conditions as determined by the Board in its discretion and as specified in the offer for the
Option.
Details of options over ordinary shares in the Company provided as remuneration to key management
personnel of Saturn are set out below. When exercisable, each option is convertible into one ordinary
share of Saturn. Further information on the options is set out in Note 20(a) to the consolidated financial
statements.
Key management
person
Executive Director
I Bamborough
Directors
B Lambert
R Tyson
A Venn
A Goldstone
Fair Value
at Grant Date
Options Granted
During Year
Options Vested
During Year
2023
$
2022
$
2023
Number
2022
Number
2023
Number
2022
Number
-
-
-
-
-
250,000
40,699
29,071
29,071
29,071
139,366
99,547
99,547
99,547
700,000
500,000
500,000
500,000
700,000
500,000
500,000
500,000
350,000
250,000
250,000
250,000
-
250,000
250,000
-
The assessed fair value at grant date of options granted to the individuals is allocated equally over the
period from grant date to vesting date.
Shares under option, provided as remuneration to key management personnel, and on issue as at the
date of this report are set out in the following table.
SATURN METALS LIMITED – ANNUAL REPORT 2023
25
REMUNERATION REPORT (AUDITED) (Cont.)
Grant
Date
Total on
Issue to Key
Management
Personnel
24 Nov
2021
2,200,000
Date Vested & Number Exercisable
Class A – Vesting measurement date 24 Nov
2022, Vesting Condition of continuous service
to 24 Nov 2022, 1,100,000
Class B – Vesting measurement date 24 Nov
2023, Vesting Condition of continuous service
to 24 Nov 2023, 1,100,000
Expiry
Date
Exercise
Price
Value per
Option at
Grant Date
80.0 cents
19.90 cents
22 Nov
2024
80.0 cents
19.90 cents
29 Nov
2022
2,200,000
Class A – Vesting measurement date 29 Nov
2023, Vesting Condition of continuous service
to 29 Nov 2023, 2,200,000
27 Nov
2025
28.0 cents
5.81 cents
Fair value of options granted during the period
The fair value at grant date stated in the table above, for options granted during the year, was
determined using the Black-Scholes valuation methodology and takes into account the following inputs:
Exercise price
Grant date
Expiry date
Share price at issue date
Expected price volatility
Expected dividend yield
Risk-free interest rate
(ii) Performance Rights
$0.28
29 November 2022
27 November 2025
$0.18
64%
0%
3.235%
Performance Rights in Saturn may be granted under the Incentive Performance Rights Plan which was
approved by Shareholders at the 2021 Annual General Meeting. The Incentive Performance Rights
Plan is designed to provide short-term incentives for Eligible Participants to deliver short- and long-term
shareholder returns. A Performance Right may be made subject to vesting conditions as determined by
the Board in its discretion and as specified in the offer for the Performance Right. A Performance Right
will lapse upon the earlier to occur of:
(i) an unauthorised dealing in the Performance Right;
(ii) a vesting condition in relation to the Performance Right is not satisfied by its due date, or becomes
incapable of satisfaction, unless the Board exercises its discretion to waive the vesting conditions
and vest the Performance Right in the circumstances set out in paragraph; and
(iii) unless the Board resolves, in its absolute discretion, to allow the unvested Performance Rights
to remain unvested after the Relevant Person ceases to be an Eligible Participant.
Details of performance rights provided as remuneration to key management personnel during the year,
are set out below. When conditions attaching to the right are met, each performance right is convertible
into one ordinary share of Saturn Metals Limited. Further information on the performance rights is set
out in Note 20(b) to the consolidated financial statements.
Key management
person
Executive Directors
I Bamborough
Directors
B Lambert
R Tyson
A Venn
A Goldstone
Fair Value at Grant Date
2023
$
2022
$
Performance rights
granted during year
2022
2023
Number
Number
Performance rights
vested during year
2022
2023
Number
Number
180,000
330,989
1,000,000
750,000
97,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
SATURN METALS LIMITED – ANNUAL REPORT 2023
-
-
-
-
-
26
REMUNERATION REPORT (AUDITED) (Cont.)
Performance rights provided as remuneration to key management personnel and on issue as at the
date of this report are set out in the following table.
Grant
Date
Total on
Issue to Key
Management
Personnel
24 Nov
2021
750,000
29 Nov
2022
1,000,000
Date Vested &
Number Exercisable
Expiry
Date
Exercise
Price
Class A – Vesting measurement date 13 Dec
2024: 70% vest of achievement of a market-
based performance hurdle.
Class B – Vesting measurement date 13 Dec
2024: 30% vest of achievement of a
performance hurdle.
Class A – Vesting measurement date 29 Nov
2024: 20% vest on achievement of a
performance hurdle.
Class B – Vesting measurement date 29 Nov
2024: 40% vest on achievement of
continuous employment hurdle.
Class C – Vesting measurement date 29 Nov
2024: 20% vest on achievement of a
performance hurdle.
Class D – Vesting measurement date 29 Nov
2024: 20% vest on achievement of a
performance hurdle.
Fair value
per Right at
Grant Date
36.8 cents
23 Nov
2024
Nil
56.0 cents
18.0 cents
18.0 cents
29 Nov
2025
Nil
18.0 cents
18.0 cents
Fair value of performance rights granted during the period
The fair value of the rights is determined on the market price of the company’s shares at grant date,
with an adjustment made to take into account the two-year vesting period. The Directors do not receive
any dividends and are not entitled to vote in relation to the performance rights during the vesting period.
Performance Rights
(Class A) The Company to publish a positive Preliminary Economic Assessment for the development
of the Apollo Hill Gold Project by 29 November 2024.
(Class B) The holder must have remained in continuous employment with the Company from the Issue
Date as either Saturn staff, under an Executive Services Agreement or, Non-Executive Director or as
an officially appointed officer. Testing of the measure will be on 29 November 2024.
(Class C) The Company to achieve a 2Moz published Gold Mineral Resource base by 29 November
2024.
(Class D) The Company to publish a positive Pre- Feasibility Study for the development of the Apollo
Hill Gold Project by 29 November 2024.
The fair value of the Performance Rights is determined to be 18.0 cents per performance right issued.
They were valued on a prorated basis as a result of the vesting conditions attached to these performance
rights. The fair value at grant date is independently determined using a Black-Scholes option model that
takes into account the exercise price, the term of the performance right, the share price at grant date.
SATURN METALS LIMITED – ANNUAL REPORT 2023
27
REMUNERATION REPORT (AUDITED) (Cont.)
The model inputs were:
Exercise price
Grant date
Performance measurement date
Expiry date
Share price at issue date
Expected price volatility
Expected dividend yield
Risk-free interest rate
Class A, B, C & D
Nil
29 November 2022
29 November 2024
29 November 2025
$0.18
64%
0%
3.235%
e) Option holdings of key management personnel
The following table shows a reconciliation of movements in options held by key management personnel
during the year ended 30 June 2023.
Key management
person &
Grant Date
Executive Director
I Bamborough
Balance at the start
of the year
Vested Unvested
Granted
Vested
Number %
Movements during the year
Balance at the end
of the year
Expired
Vested &
exercisable
Unvested
9 Dec 19 250,000
-
-
-
-
(250,000)
-
-
Directors
B Lambert
24 Nov 21
29 Nov 22
-
-
700,000
-
-
700,000
350,000 50
-
-
-
-
350,000
-
350,000
700,000
R Tyson
A Venn
9 Dec 19 250,000
-
-
24 Nov 21
29 Nov 22
-
500,000
-
-
-
500,000
9 Dec 19 250,000
-
-
24 Nov 21
29 Nov 22
-
500,000
-
-
-
500,000
-
-
250,000 50
-
-
-
-
250,000 50
-
-
A Goldstone
24 Nov 21
29 Nov 22
-
-
500,000
-
-
500,000
-
750,000 2,200,000 2,200,000 1,100,000
250,000 50
-
(250,000)
-
-
(250,000)
-
-
-
250,000
-
-
250,000
-
-
250,000
500,000
-
250,000
500,000
250,000
-
(750,000) 1,100,000
-
-
250,000
500,000
3,300,000
f) Performance rights holdings of key management personnel
Movements in performance rights held by key management personnel during the year ended 30 June
2023, are set out in the following table.
Key management
person
Balance at
the start of
the year
Granted
Lapsed
Exercised
Balance at
end of the
year
Vested &
exercisable
Unvested
Executive
Director
I Bamborough
Directors
B Lambert
R Tyson
A Venn
A Goldstone
1,138,000 1,000,000
(291,000)
(97,000)
1,750,000
- 1,750,000
-
-
-
-
1,138,000 1,000,000
-
-
-
-
-
-
-
-
(291,000)
-
-
-
-
(97,000)
-
-
-
-
1,750,000
-
-
-
-
-
-
-
-
- 1,750,000
SATURN METALS LIMITED – ANNUAL REPORT 2023
28
REMUNERATION REPORT (AUDITED) (Cont.)
g) Share holdings of key management personnel
Movements in shares held by key management personnel during the year ended 30 June 2023, are set
out in the following table.
Key management
personnel
Executive Director
I Bamborough
Directors
B Lambert
R Tyson
A Venn
A Goldstone
Balance at
The start of the
year
Received during
the year exercise of
performance rights
Other changes
during the year
Closing balance
4,713,941
-
1,360,000
968,000
14,500
7,056,441
97,000
-
-
-
-
97,000
1,442,789
6,253,730
-
-
72,000
55,739
1,570,528
-
1,360,000
1,040,000
70,239
8,723,969
h) Additional information
Other transactions with key management personnel
Loans with key management personnel:
There are no loans between the Company and any key management personnel (2022: Nil).
Cash bonuses
No cash bonuses have been paid by the Group to directors during the financial year (2022: Nil).
Share-based compensation: options & performance rights
Other than options and performance rights granted under the Incentive Option & Performance Rights
Plan as described in (d) above, there were no other options issued to, or exercised by Directors of
Saturn or key management personnel during the year.
Use of remuneration consultants
During the year ended 30 June 2023, the Group did not employ the services of a remuneration
consultant to review its existing remuneration policies and to provide recommendations in respect of
both executive short-term and long-term incentive plan design.
Voting and comments made at the Company’s Annual General Meeting
Saturn Metals Limited received 99.89% of “yes” votes from votes received on its remuneration report
for the 2022 financial year. The Company did not receive any specific feedback at the AGM or
throughout the year on its remuneration practices.
End of Audited Remuneration Report
SATURN METALS LIMITED – ANNUAL REPORT 2023
29
DIRECTORS’ REPORT (Cont.)
Shares under option
Unissued ordinary shares of the Company under option at the date of this report are as follows:
Grant date
24 November 2021
13 December 2021
29 November 2022
2 February 2023
Expiry date
22 November 2024
9 December 2025
27 November 2026
2 February 2023
Exercise price of options Number under option
80.0 cents
63.0 cents
28.0 cents
25.0 cents
2,200,000
1,200,000
2,200,000
1,000,000
No option holder has any right under the options to participate in any other share issue of the Company.
Shares issued on the exercise of options
There were no shares issued on the conversion of options in the year ended 2023 (2022: 768,000).
Date of Exercise
6 July 2021
15 November 2021
6 December 2021
Issue price of shares
2022
2023
cents
cents
26.4
-
26.4
-
26.4
-
Number of shares issued
2023
Number
-
-
-
2022
Number
150,000
468,000
150,000
Shares issued on the conversion of performance rights
There were 106,000 shares issued on the conversion of performance rights in the year ended 2023
(2022: Nil).
Date of Exercise
31 January 2023
Issue price of shares
2022
2023
cents
cents
-
17.0
Number of shares issued
2023
Number
106,000
2022
Number
-
Indemnification and Insurance of Directors and Officers
During the financial year the Group paid a premium of $17,280 (2022: $18,880) to insure the Directors
and officers of the Group. The policy indemnifies each Director and officer of the Group against certain
liabilities arising in the course of their duties.
Proceedings on behalf of the Group
No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in
any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the
Group for all or any part of those proceedings. The Group was not a party to any such proceedings
during the year.
Environmental Regulation
The Group holds exploration licences and mining leases in Australia. These licences specify guidelines
for environmental impacts in relation to exploration activities. The licence conditions provide for the full
rehabilitation of the areas of exploration in accordance with the respective jurisdiction’s guidelines and
standards. The Group is not aware of any significant breaches of the licence condition.
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
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.
SATURN METALS LIMITED – ANNUAL REPORT 2023
30
DIRECTORS’ REPORT (Cont.)
Corporate Governance
A summary of the Company’s corporate governance policies, practices and compliance with the ASX
Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition)
will be provided at the same time as the 2023 Annual Report.
Auditor
BDO Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act
2001.
Auditor’s Independence Declaration
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations
Act 2001 is included at Page 32.
Non-Audit Services
The Group may decide to employ the auditor on assignments additional to their statutory audit duties
where the auditor’s expertise and experience with the Group are important. The Board would ensure
none of the services undermine the general principles relating to the auditor independence as set out
in APES 110 Code of Ethics for Professional Accountants (including Independence Standards).
Fees paid, and payable to the auditor for the year ended 30 June 2023 were $45,589 (2021: $43,556).
This report is made in accordance with a resolution of the Board of Directors and signed for on behalf
of the Board by:
Ian Bamborough
Managing Director
Perth, Western Australia
29 September 2023
SATURN METALS LIMITED – ANNUAL REPORT 2023
31
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY DEAN JUST THE DIRECTORS OF SATURN METALS LIMITED
As lead auditor of Saturn Metals Limited for the year ended 30 June 2023, I declare that, to the best of
my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Saturn Metals Limited and the entities it controlled during the period.
Dean Just
Director
BDO Audit (WA) Pty Ltd
Perth
29 September 2023
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2023
Interest and other income
Interest and other income
Share-based remuneration
Employee and Directors’ benefit expenses
Administration expenses
Finance costs
Capitalised exploration expenditure expensed
Impairment expense
Expenses
Note
2023
$
2022
$
56,354
56,354
15,777
15,777
(717,468)
(400,325)
(1,135,278)
(1,045,504)
(659,494)
(749,051)
(6,070)
(112,980)
(1,015,578)
(8,035)
(96,053)
-
(3,646,868)
(2,298,968)
20
13
13
9
9
Loss before income tax
(3,590,514)
(2,283,191)
Income tax benefit (expense)
14
-
-
Loss after income tax
(3,590,514)
(2,283,191)
Other comprehensive income
-
-
Total comprehensive loss for the year attributable to the
members of Saturn Metals Limited
(3,590,514)
(2,283,191)
Earnings per share:
Basic and diluted loss per share for the year attributable to
the members of Saturn Metals Limited
22
(0.03)
(0.02)
The above statement should be read in conjunction with the accompanying notes.
SATURN METALS LIMITED – ANNUAL REPORT 2023
33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Current Assets
Cash and cash equivalents
Trade and other receivables
Other Current Assets
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant & equipment
Exploration & evaluation assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Lease liabilities
Total Current Liabilities
Non-Current Liabilities
Lease Liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Accumulated losses
Share-based payment reserve
Option reserve
Total Equity
Note
2023
$
2022
$
5
6
7
9
10
8
8
11
12
12
12
3,504,209
7,108,560
79,538
276,841
62,610
112,652
3,860,588
7,283,822
42,974
261,637
42,974
355,520
34,695,433
28,379,483
35,000,044
28,777,977
38,860,632
36,061,799
1,238,544
94,508
1,333,052
622,808
117,870
740,678
-
-
93,550
93,550
1,333,052
834,228
37,527,580
35,227,571
46,096,011
40,922,956
(11,353,561)
(7,763,047)
2,376,230
408,900
1,658,762
408,900
37,527,580
35,227,571
The above statement should be read in conjunction with the accompanying notes.
SATURN METALS LIMITED – ANNUAL REPORT 2023
34
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Contributed
Equity
$
Accumulated
Losses
$
Not
e
Share-
based
Payment
Reserve
$
Option
Reserve
$
Total
Equity
$
33,265,409
(5,479,856)
1,258,437
408,900 29,452,890
-
-
(2,283,191)
(2,283,191)
8,202,752
(545,205)
-
-
-
-
-
-
-
-
400,325
-
-
-
-
-
(2,283,191)
(2,283,191)
8,202,752
(545,205)
400,325
40,922,956
(7,763,047)
1,658,762
408,900 35,227,571
-
(3,590,514)
-
- (3,590,514)
Balance at
30 June 2021
Loss for the year
Total comprehensive
loss for the year
12
Issue of share capital
Share issue costs
Share-based payments 12
11
11
Balance at
30 June 2022
Loss for the year
Total comprehensive
loss for the year
Issue of share capital
Share issue costs
12
11
11
- (3,590,514)
5,394,922
(221,867)
-
-
-
717,468
- (3,590,514)
- 5,394,922
-
-
(221,867)
717,468
-
-
-
Share-based payments 12
-
Balance at
30 June 2023
46,096,011 (11,353,561)
2,376,230
408,900 37,527,580
The above statement should be read in conjunction with the accompanying notes.
SATURN METALS LIMITED – ANNUAL REPORT 2023
35
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Cash flows from operating activities
Payments to suppliers and employees
Note
2023
$
2022
$
(1,651,629)
(1,684,685)
Net cash outflow from operating activities
15
(1,651,629)
(1,684,685)
Cash flows from investing activities
Payments for purchase of plant and equipment
Payments for exploration expenditure
Interest received
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs of issue of shares
Payments for lease liabilities
Net cash inflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the start of year
Cash and cash equivalents at the end of year
5
(66,209)
(46,178)
(6,992,940)
(6,908,596)
56,354
15,777
(7,002,795)
(6,938,997)
5,394,922
(221,867)
(122,982)
5,050,073
8,202,752
(545,205)
(80,449)
7,577,098
(3,604,351)
(1,046,584)
7,108,560
3,504,209
8,155,144
7,108,560
The above statement should be read in conjunction with the accompanying notes.
SATURN METALS LIMITED – ANNUAL REPORT 2023
36
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
1. Significant changes during the year
There were no significant changes to adopted accounting policies during the year.
The principal accounting policies adopted in the preparation of the financial report are set out in the
notes below, including Note 24. These policies have been consistently applied to all the years
presented, unless otherwise stated. The financial report includes the consolidated financial statements
for the Group at the end of, or during the financial year ended 30 June 2023 and the comparative period.
2. Subsidiary companies
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiary in accordance with the accounting policy described in Note 24(b):
Name
Titan Metals Pty Ltd
3.
Interests in other entities
Country of
Incorporation
Australia
Class of
Shares
Ordinary
2023
%
100
2022
%
100
Equity holding
In April 2020 Saturn entered into an unincorporated joint venture arrangement, through its wholly owned
subsidiary Titan Metals Pty Ltd, with Mr Peter Goldner and Dr Angus Collins.
Saturn can earn up to 85% in the project through four farm-in stages by spending a total of $1.9 million
on exploration over approximately 4 years and by making a total of $195,000 in staged progress
payments (cash and or shares). Saturn must keep the tenements in good standing. On Saturn earning
an 85% interest an Incorporated Joint Venture will be formed, and the Joint Venture Partners have the
option to contribute or dilute (subject to the pre-negotiated dilution formula in line with previous earn in
stages) to a combined 1.5% royalty. On the Joint Venture Partners reverting to a royalty position Saturn
must make an additional $50,000 progress payment. Saturn earns a transferrable interest in the
tenement during the first three stages but does not maintain full commercial rights until having earned
a 60% interest by spending a minimum of $900,000 on exploration and notifying the completion of each
of the first three stages of the farm-in agreement.
As at the time of this report, Titan Metals Pty Ltd has earnt a 20% interest (2022: 20%) in the tenements
under the agreement. The agreement does not constitute a Joint Arrangement under the Australian
Accounting Standards. The Company accounts for its project expenditure through its wholly owned
subsidiary and capitalises any appropriate expenditure in line with its policy on exploration and
evaluation assets (Note 9).
4. Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief decision maker has been identified as the Board of Directors.
Management has determined that Saturn only has one segment, being exploration for precious metals
at its tenement package, south of Leonora, Western Australia. Whilst the Company’s 100% owned
subsidiary, Titan Metals Pty Ltd, has entered into a farm-in arrangement for the exploration of precious
metals at West Wyalong, NSW, at this early stage of the arrangement Management does not feel the
transactions are material enough to qualify as an additional segment.
SATURN METALS LIMITED – ANNUAL REPORT 2023
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
5. Cash & Cash Equivalents
For statement of cash flows preparation purposes, cash and cash equivalents includes cash on hand
and short-term deposits held at call (other than deposits used as cash backing for performance bonds)
with financial institutions. Any bank overdrafts are shown within borrowings in the current liabilities on
the consolidated statement of financial position.
Cash at bank and in hand
Refer to Note 16 for the policy on financial risk management.
6. Other Current Assets
Prepaid insurance
Other prepayments
Other current assets
7. Property, Plant & Equipment
Plant and equipment
2023
$
2022
$
3,504,209
3,504,209
7,108,560
7,108,560
2023
$
36,651
237,714
2,476
276,841
2022
$
26,965
85,687
-
112,652
All assets acquired, including plant and equipment are initially recorded at their cost of acquisition, being
the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.
Plant and equipment include right-of use assets depreciated over the shorter of the asset’s useful life
and the lease term on a straight-line basis as set out in Note 0. Depreciation on general plant and
equipment is calculated using the straight-line method to allocate their cost or revalued amounts over their
estimated useful lives from the time the asset is held ready for use as follows:
3-10 years
- Plant
3-8 years
- Vehicles
- Office equipment
3-5 years
- Computer software 3-5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the
asset’s carrying amount is impaired.
An item of plant and equipment is de-recognised upon disposal or when no future economic benefits are
expected from its use or disposal.
Any gain or loss arising on de-recognition of the asset (calculated as the difference between net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is
derecognised.
Impairment of assets
At each reporting date, the Group assesses whether there is any indication that an asset may be
impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable
amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is
considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs of disposal and value in use. It is determined
for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value
less costs of disposal and it does not generate cash inflows that are largely independent of those from
SATURN METALS LIMITED – ANNUAL REPORT 2023
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
other assets or groups of assets, in which case, the recoverable amount is determined for the cash-
generating unit to which the asset belongs.
No impairment losses have been recognised for the year ending 30 June 2023 (2022: $nil).
As at 30 June 2023
Equipment Software
Plant &
Cost or fair value
Accumulated depreciation
Net carrying amount
$
80,665
(38,991)
41,674
$
94,267
(42,362)
51,905
Plant &
Reconciliation for the year
ended 30 June 2023
Equipment Software
$
$
Furniture &
Equipment
$
435,862
(283,382)
152,480
Furniture &
Equipment
$
Vehicles
$
44,991
(29,413)
15,578
Total
$
655,785
(394,148)
261,637
Vehicles
$
Total
$
Carrying amount at 1 July
Additions
Depreciation expense
Net carrying amount at 30 June
50,819
3,155
(12,300)
41,674
5,710
53,755
(7,560)
51,905
277,788
9,300
(134,608)
152,480
21,202
-
(5,624)
15,578
355,519
66,210
(160,092)
261,637
As at 30 June 2022
Equipment Software
Plant &
Cost or fair value
Accumulated depreciation
Net carrying amount
$
77,510
(26,691)
50,819
$
40,512
(34,802)
5,710
Reconciliation for the year
ended 30 June 2022
Equipment Software
$
$
Plant &
Furniture &
Equipment
$
426,562
(148,773)
277,789
Furniture &
Equipment
$
Vehicles
$
44,991
(23,789)
21,202
Total
$
589,575
(234,055)
355,520
Vehicles
$
Total
$
Carrying amount at 1 July
Additions
Depreciation expense
Net carrying amount at 30 June
26,763
34,664
(10,608)
50,819
13,812
-
(8,102)
5,710
281,213
98,948
(102,372)
277,789
26,826
-
(5,624)
21,202
348,614
133,612
(126,706)
355,520
8. Leases
Except for short-term leases and leases of low-value assets, rights-of-use assets, capitalised in
Property, Plant & Equipment (Note 7) and corresponding lease liabilities are recognised in the statement
of financial position. The right-of-use asset is depreciated over the shorter of the asset’s useful life and
the lease term on a straight-line basis, while the lease liability is reduced by an allocation of each lease
payment. Payments associated with short-term leases and leases of low-value assets are recognised
on a straight-line basis as an expense in profit or loss.
(a) Amounts recognised in the statement of financial position:
Right-of-use assets:
Furniture & Equipment:
Office space
Equipment
Station house accommodation
Lease liabilities:
Current
Non-current
SATURN METALS LIMITED – ANNUAL REPORT 2023
2023
$
2022
$
210,739
8,017
86,202
304,958
94,508
-
94,508
210,739
8,017
86,202
304,958
117,870
93,550
211,420
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
There were no additions to the right-of-use assets during the year (2022: $86,202).
Saturn did not enter into any new lease arrangements during the year.
(b) Amounts recognised in the statement of profit or loss:
Depreciation charge of right-of-use assets:
Office space
Equipment
Station house accommodation
Interest expenses (included in finance costs)
2023
$
68,352
2,676
43,101
114,129
6,070
6,070
2022
$
68,352
2,676
10,775
81,803
8,035
8,035
The total cash outflow relating to leases during the year was $122,982 (2022: $80,449).
9. Exploration and evaluation assets
All exploration and evaluation expenditure is capitalised under AASB 6 Exploration for and Evaluation
of Mineral Resources. Mineral interest acquisition costs and exploration and evaluation expenditure
incurred is accumulated and capitalised in relation to each identifiable area of interest. These costs are
only carried forward to the extent that the Group’s right to tenure to that area of interest are current and
either the costs are expected to be recouped through successful development and exploitation of the
area of interest (alternatively by sale) or where areas of interest have not at reporting date reached a
stage which permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves, and active, and significant operations are being undertaken in relation to the area of interest.
Amortisation is not charged on costs carried forward in respect of areas of interest in the exploration and
evaluation phase or development phase until production commences.
Details of critical accounting estimates and judgements in relation to exploration and evaluation assets
are detailed in Note 24(f).
At cost
Reconciliation:
Opening balance
Exploration expenditure
Exploration expenditure expensed
Impairment expense
Closing balance
2023
$
2022
$
34,695,433
28,379,483
28,379,483
7,444,508
(112,980)
(1,015,578)
34,695,433
22,255,694
6,219,842
(96,053)
-
28,379,483
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the
successful development and commercial exploitation, or alternatively the sale, of the respective areas
of interest.
A regular review of each area of interest is undertaken to determine the appropriateness of the carrying
value in relation to that area of interest, as well to determine if events of changes in circumstances
indicate that the carrying value may not be recoverable, in which case an impairment expense may be
recorded.
During the year ended 30 June 2023 Saturn has recorded an impairment expense of $1,015,578 against
the capitalised carrying value of its exploration assets. $207,480 of this impairment expense directly
relates to the carrying value of tenure relinquished by the Company during period. Impairment expense
of $808,098 relates to capitalised exploration activities undertaken across regional tenure within
Saturn’s 1000km2 land package where, as at the reporting date these areas do not support the
recoverability of this value previously capitalised.
SATURN METALS LIMITED – ANNUAL REPORT 2023
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
10. Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year which are unpaid. The amounts are unsecured and are usually payable within 30 days of
invoice. The carrying amounts of trade and other payables are considered the same as their fair values,
due to their short-term nature.
Trade payables
Accrued expenses & other payables
11. Contributed Equity
Ordinary shares are classified as equity.
2023
$
772,619
465,925
1,238,544
2022
$
461,248
161,560
622,808
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new
shares or options for the acquisition of a business are not included in the cost of the acquisition as part
of the purchase consideration.
If the entity acquires its own equity instruments, e.g. as the result of a share buy-back, those instruments
are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the
profit or loss and the consideration paid including any directly attributable incremental costs (net of
income taxes) are recognised directly in equity.
(a) Share capital
2023
2022
Number of
Shares
$
Number of
Shares
$
Authorised & issued, ordinary shares fully
paid
161,030,605 46,096,011 112,464,510 129,899,177
(b) Movements in ordinary share capital
2023
2022
Number of
Shares
$
Number of
Shares
$
Opening balance at 1 July
129,899,177 40,922,956 112,464,510 33,265,409
Shares issued:
On conversion of performance rights
On exercise of options
As a result of share placements
Transaction costs on share issues
Closing balance at 30 June
(c) Ordinary shares
-
106,000
-
-
31,025,428 5,394,922
(221,867)
-
-
202,752
8,000,000
(545,205)
161,030,605 46,096,011 129,899,177 40,922,956
-
768,000
16,666,667
-
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the
Group in proportion to the number of and amounts paid on the shares held. On a show of hands every
holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon
a poll each share is entitled to one vote.
(d) Options & performance rights
Information relating to options and performance rights issued during the year is set out in Note 20.
(e) Capital risk management
In employing its capital, the Group seeks to ensure that it will be able to continue as a going concern
and in time provide value to shareholders by way of increased market capitalisation and/or dividends.
In the current stage of its development, the Group has invested its available capital in acquiring and
SATURN METALS LIMITED – ANNUAL REPORT 2023
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
exploring mining tenements. As is appropriate at this stage, the Group is funded entirely by equity. As
it moves forward to develop its tenements towards production, the Group will adjust its capital structure
to support its operational and strategic objectives, by raising additional capital or taking on debt, as is
seen to be appropriate from time to time given the overriding objective of creating shareholder value.
In this regard, the Board will consider each step forward in the development of the Group on its merits
and in the context of the then capital markets, in deciding how to structure funding arrangements.
12. Reserves and accumulated losses
(a) Accumulated losses
Opening balance
Loss for the year
Closing balance
(b) Share-based payments reserve
Opening balance
Option expenses (Director options)
Option expenses (Employee options)
Performance rights expenses (Directors rights)
Lapsed performance rights (Directors rights)
Performance rights expenses (Employee rights)
Lapsed performance rights (Employee rights)
Closing balance
(c) Option reserve
Opening balance
Options issued to third party
Closing balance
Nature & Purpose of Reserve
Share-based payments reserve:
2023
$
7,763,047
3,590,514
11,353,561
1,658,762
271,928
109,475
263,163
(135,800)
344,509
(135,807)
2,376,230
2022
$
5,479,856
2,283,191
7,763,047
1,258,437
232,706
88,049
267,336
(266,250)
204,874
(126,390)
1,658,762
408,900
-
408,900
408,900
-
408,900
The share-based payment reserve represents the fair value of equity benefits provided to Directors and
employees as part of their remuneration for services provided to the Group paid for by the issue of
equity.
Reserve Movements
Share options & reserve movements:
Opening balance
Options issued to Directors
Options issued to Employees
Exercised
Lapsed
Closing balance
2023
Number
4,600,000
2,200,000
1,000,000
-
(1,200,000)
6,600,000
2022
Number
1,968,000
2,200,000
1,200,000
(768,000)
-
4,600,000
2023
$
1,160,743
271,928
109,475
-
-
1,542,146
2022
$
839,988
232,706
88,049
-
-
1,160,743
SATURN METALS LIMITED – ANNUAL REPORT 2023
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
Exercisable at 36.4 cents; vesting on or before 8 Dec 2022
Exercisable at 36.4 cents; vesting on or before 8 Dec 2022
Exercisable at 80.0 cents; vesting on or before 22 Nov 2022
Exercisable at 80.0 cents; vesting on or before 22 Nov 2023
Exercisable at 63.0 cents; vesting on or before 9 Dec 2022
Exercisable at 63.0 cents; vesting on or before 9 Dec 2023
Exercisable at 63.0 cents; vesting on or before 9 Dec 2024
Exercisable at 28.0 cents; vesting on or before 29 Nov 2024
Exercisable at 25.0 cents; vesting on or before 3 Feb 2024
Exercisable at 25.0 cents; vesting on or before 3 Feb 2025
Exercisable at 25.0 cents; vesting on or before 3 Feb 2026
Number
2023
-
-
1,100,000
1,100,000
400,000
400,000
400,000
2,200,000
333,333
333,333
333,334
6,600,000
2022
750,000
450,000
1,100,000
1,100,000
400,000
400,000
400,000
-
-
-
-
4,600,000
The expected life of the options is based on historical data and is not necessarily indicative of exercise
patterns that may occur. The expected volatility reflects the assumption that the historical volatility is
indicative of future trends, which may also not necessarily be the actual outcome. No other features of
options granted were incorporated into the measurement of fair value (Note 20(a)).
Third party options & reserve movements:
Opening balance
Options issued to Third Party
Options Expired
Closing balance
2023
Number
2022
Number
1,892,500
-
(1,892,500)
-
-
-
-
-
2023
$
408,900
-
-
408,900
2022
$
408,900
-
-
408,900
Exercisable at 70.0 cents; vesting on issue
Number
2023
2022
-
-
-
-
Performance rights & reserve movements:
Opening balance
Performance Rights issued to Directors
Performance Rights issued to Employees
Lapsed
Exercised
Closing balance
2023
Number
2,393,000
1,000,000
2,575,000
(766,000)
(106,000)
5,202,000
2022
Number
1,769,000
750,000
1,007,000
(1,133,000)
-
2,393,000
2023
$
498,019
263,163
344,509
(271,607)
-
834,084
2022
$
418,449
267,336
204,874
(392,640)
-
498,019
The fair value of the rights is determined on the market price of the Group’s shares at grant date, with
an adjustment made to take into account the one-year vesting period. The maximum value of the
performance rights shares vested has been determined as the amount of the grant date fair value of
the rights that is expensed. For the December 2022 grant, the maximum value vested for this grant was
estimated based on the share price of the Group at grant date. The minimum value of performance
rights shares vested is nil, as the shares will be forfeited if the vesting conditions are not met. The
Directors do not receive any dividends and are not entitled to vote in relation to the performance rights
during the vesting period (Note 20(b)).
SATURN METALS LIMITED – ANNUAL REPORT 2023
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
13. Expenses
Employees and Director’s benefit expenses:
Employment costs
Directors’ fees
Recruitment costs
Administration expenses:
Corporate
Depreciation
Travel
Insurance
Office
Other Administration
14. Income tax
2023
$
2022
$
871,870
242,000
21,408
1,135,278
759,859
220,000
65,645
1,045,504
296,854
160,092
44,281
56,131
63,343
38,793
659,494
432,560
126,706
30,988
54,543
57,320
46,934
749,051
The income tax expense (or benefit) for the period is the tax payable (or refundable) on the current
period’s taxable income based on the notional income tax rate for each jurisdiction adjusted by changes
in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided on all temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry-forward of unused tax
assets and unused tax losses can be utilised. A deferred income tax asset is not recognised where the
deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable income or when the deductible
temporary difference is associated with investments in subsidiaries, associates or interests in joint
ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit will be available against
which the temporary difference can be utilised.
The carrying amount of deferred income tax assets are reviewed at each reporting date and reduced
to the extent it is no longer probable that sufficient taxable income will be available to allow all or part
of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted at the reporting date. Income taxes relating to items recognised directly in equity are
recognised in equity and not in profit and loss for the year.
The Group has total carried forward tax losses arising in Australia of $12,587,238 (2022: $9,314,226)
available for offset against future assessable income of the Group. The deferred tax asset in respect of
these losses has been used to offset a deferred tax liability. The net deferred tax asset attributable to
the residual tax losses of $10,524,340 has not been brought to account until convincing evidence exists
that assessable income will be earned of a nature and amount to enable such benefit to be realised.
SATURN METALS LIMITED – ANNUAL REPORT 2023
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
15. Reconciliation of cash flows from operating activities to loss after income tax
For statement of cash flows preparation purposes, cash and cash equivalents includes cash on hand
and short-term deposits held at call (other than deposits used as cash backing for performance bonds)
with financial institutions. Any bank overdrafts are shown within borrowings in the current liabilities on
the consolidated statement of financial position.
Cash flow from operating activities:
Net cash outflow from operating activities
Adjustments for:
Share-based payments
Depreciation
Interest received and receivable
Capitalised exploration expenditure expensed
Impairment expense
Interest paid on lease liabilities
Change in operating assets and liabilities:
Decrease in receivables
Increase in other current assets
Increase/(decrease) in payables
Loss after income tax
Non-cash investing activities:
Additions of right-of-use assets
Non-cash financing activities:
Increase in lease liabilities
16. Financial Risk Management
Overview
2023
$
2022
$
(1,651,629)
(1,684,685)
(717,468)
(160,092)
56,354
(112,980)
(1,015,578)
(6,070)
(400,325)
(126,706)
15,777
(96,053)
-
(8,035)
(24,969)
72,958
(31,040)
(3,590,514)
27,699
(2,996)
(7,867)
(2,283,191)
-
-
86,202
86,202
The Group is exposed to financial risks through the normal course of its business operations. The key
risks impacting the Group’s financial instruments are considered to be, interest rate risk, liquidity risk,
and credit risk. There is no foreign exchange risk or impact. The Group’s financial instruments exposed
to these risks are cash and cash equivalents, trade receivables, trade payables and other payables.
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well
as credit exposures to wholesale and retail customers, including outstanding receivables. Management
assesses the credit quality of the counterparties by taking into account its financial position, past
experience and other factors. For banks and financial institutions, management considers independent
ratings and only dealing with banks licensed to operate in Australia.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected
credit losses, trade receivables and contract assets have been grouped based on shared credit risk
characteristics and the days past due.
Tax receivables and prepayments do not meet the definition of financial assets.
Risk management:
The Group limits its exposure to credit risk in relation to cash and cash equivalents and other financial
assets by only utilising banks and financial institutions with acceptable credit ratings.
The Group operates in the mining exploration sector and does not have trade receivables from
customers.
SATURN METALS LIMITED – ANNUAL REPORT 2023
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
Impairment losses:
At 30 June 2023 the Group has not recognised any impairment losses (2022: $Nil).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity by
maintaining adequate reserves by continuously monitoring forecast and actual cash flows ensuring
there are appropriate plans in place to finance these future cash flows.
Typically, the Group ensures it has sufficient cash on hand to meet expected operational expenses,
including the servicing of financial obligations; this excludes the potential impact of extreme
circumstances that cannot reasonably be predicted, such as natural disasters.
Financial Obligations:
Trade and other payables less than 6 months
Lease liabilities payable
Interest rate risk
30 June 2023
$
30 June 2022
$
1,238,544
94,508
622,808
117,870
Interest rate risk is the risk that the Group’s financial position will be adversely affected by movements
in interest rates, cash and cash equivalents at variable rates exposes the Group to cash flow interest
rate risk. The Group is not exposed to fair value interest rate risk as all of its financial assets and
liabilities are carried at amortised amount.
At the reporting date there were no interest-bearing financial instruments (2022: $Nil) and there were
no financial liabilities subject to variable interest (2022: $Nil).
Cash flow sensitivity analysis for variable rate instruments of the Group:
At 30 June 2023 if interest rates had changed +/- 100 basis points from year end rates with all other
variables held constant, equity and post-tax loss would have been subject to no change as no short
term cash deposits were held during the year (2022: $Nil lower/higher).
Capital management
The Directors’ objectives when managing capital are to ensure that the Group can fund its operations
and continue as a going concern, so that they may continue to provide returns for shareholders and
benefits for other stakeholders. Due to the nature of the Group’s activities, being mineral exploration,
the Group does not have ready access to credit facilities, with the primary source of funding being equity
raisings. Therefore, the focus of the Group’s capital risk management is the current working capital
position against the requirements of the Group to meet exploration programmes and corporate
overheads.
The Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating
requirements, with a view to initiating appropriate capital raisings as required.
SATURN METALS LIMITED – ANNUAL REPORT 2023
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
The working capital position of the Group were as follows:
Cash and cash equivalents
Trade and other receivables
Lease liabilities
Trade and other payables
Working capital position
Fair values
Note
5
8
10
2023
$
3,504,209
79,538
(94,508)
(1,238,544)
2,250,695
2022
$
7,108,560
62,610
(117,870)
(622,808)
6,430,492
The carrying values of all financial assets and financial liabilities, as disclosed in the statement of
financial position, approximate their fair values.
17. Contingencies & Commitments
The Group had no contingent assets or liabilities as at 30 June 2023 (2022: $Nil).
Exploration commitments
Under the terms of mineral tenement licences held by the Group, minimum annual expenditure
obligations are required to be expended during the forthcoming financial year in order for the tenements
to maintain a status of good standing. This expenditure may be subject to variation from time to time
in accordance with the relevant state department’s regulations. The Group may at any time relinquish
tenements and as such avoid the requirement to meet applicable expenditure requirement or may seek
exemptions from the relevant authority.
Expenditure commitments within one year at the reporting date but not recognised as liabilities were
$994,600 (2022: $975,080). Due to the uncertain nature of exploration and the fact that the Group may
at any time relinquish tenements, it does not believe it to be appropriate to recognise these
commitments post 12 months.
The Group had no other exploration expenditure commitments, or other commitments greater than 12
months.
18. Events after the reporting period
There were no other matters or circumstances that have arisen since the end of the financial period
which significantly affected or may significantly affect the operations of the Group, the results of those
operations or the state of affairs of the Group in future financial years.
SATURN METALS LIMITED – ANNUAL REPORT 2023
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
19. Related Parties
Compensation of key management personnel
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Transactions with related parties
The Group had no other transactions with related parties.
20. Share–based payments
2023
$
540,799
51,999
16,154
399,291
1,008,243
2022
$
513,267
45,723
22,572
236,892
818,454
Share-based compensation benefits to directors, employees and consultants are provided at the
discretion of the Board.
The fair value of options and performance rights granted is recognised as an expense with a
corresponding increase in equity. The fair value is measured at grant date and recognised over the
period during which the recipient becomes unconditionally entitled to the options or performance rights.
The fair value at grant date is determined by using an appropriate model based on the vesting conditions
attached to the options. The models used to determine fair value include a Black-Scholes model, or a
hybrid employee share options pricing model.
During the year the Group has granted performance rights and options to Directors and employees
through its Performance Rights and Incentive Option Plan (Plan).
Saturn’s Performance Rights and Incentive Option Plan was last approved by shareholders at the
annual general meeting held 24 November 2021.
Share-based payments recognised during the financial year within the consolidated statement of profit
or loss were as follows:
Options issued
Performance rights issued
Performance rights reversed
The movements in share-based payments reserves were as
follows:
Balance at the beginning of the year
Option expenses (Director options)
Option expenses (Employee options)
Performance right expenses (Directors rights)
Performance right expenses (Employee rights)
Performance rights lapsed (Directors rights)
Performance rights lapsed (Employee rights)
Balance at the end of the year
Details of the share-based payment reserve can be found in Note 12.
2023
$
381,403
607,672
(271,607)
717,468
2022
$
320,755
472,210
(392,640)
400,325
1,658,762
271,928
109,475
263,163
(135,800)
344,509
(135,807)
2,376,230
1,258,437
232,706
88,049
267,336
204,874
(266,250)
(126,390)
1,658,762
SATURN METALS LIMITED – ANNUAL REPORT 2023
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(a) Options
Details of options granted under the Plan are set out in the following table.
Expiry
date
Exercise
Grant
price
date
8 Dec 22 $0.364
9 Dec 19
8 Dec 22 $0.364
9 Dec 19
8 Dec 22 $0.364
9 Dec 19
9 Dec 19
8 Dec 22 $0.364
24 Nov 21 22 Nov 24 $0.800
13 Dec 21 9 Dec 25 $0.630
29 Nov 22 27-Nov-25 $0.280
25 Jan 23 2-Feb-27 $0.250
Fair value
per option
at grant
date
$0.211
$0.219
$0.182
$0.198
$0.199
$0.173
$0.058
$0.079
Options
Balance
1 July
2022
Granted
during
the year
Lapsed
during the
year
Balance
30 June
2023
Vested &
exercisable
450,000
300,000
270,000
180,000
2,200,000
1,200,000
-
-
-
-
-
-
- 2,200,000
- 1,000,000
4,600,000 3,200,000
(450,000)
(300,000)
(270,000)
(180,000)
-
-
-
-
-
-
-
-
- 2,200,000 1,100,000
400,000
- 1,200,000
-
- 2,200,000
-
- 1,000,000
(1,200,000) 6,600,000 1,500,000
The weighted average remaining contractual life of options outstanding at the end of the period was
2.26 years (2022: 2.16 years).
The weighted average exercise price of options outstanding at the end of the period was $0.51 (2022:
$0.64).
The weighted average fair value of options outstanding at the end of the period was $0.13 (2022: $0.19).
Fair value of options granted during the year ended 30 June 2023:
2,200,000 options issued to Director’s vest in one tranche over a twelve-month period with 100% vesting
12 months from the grant date.
1,000,000 options issued to employee’s vest in three tranches, over a three-year period, with one third
vesting at each of the 12-month, 24 month and 36-month anniversaries of the issue date.
Exercise price
Grant date
Expiry date
Share price at issue date
Expected price volatility
Expected dividend yield
Risk-free interest rate
Director
$0.28
29 November 2022
27 November 2025
$0.180
64%
0%
3.235%
Employee
$0.25
25 January 2023
2 February 2027
$0.185
63%
0%
3.130%
SATURN METALS LIMITED – ANNUAL REPORT 2023
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(b) Performance Rights
Details of performance rights granted under the Plan are set out in the following table.
Granted
during the
year
Balance
1 July 2022
248,000
388,000
750,000
1,007,000
Grant
date
Expiry
date
21 Dec 20 20 Dec 23
21 Dec 20 20 Dec 23
24 Nov 21 23 Nov 24
13 Dec 21 19 Dec 24
29 Nov 22 29 Nov 25
14 Dec 22 29 Nov 25
25 Jan 23 29-Nov-25
- 1,000,000
- 1,575,000
- 1,000,000
2,393,000 3,575,000
-
-
Performance Rights
Converted
during the
year
(9,000)
(97,000)
-
-
-
-
-
(106,000)
Lapsed
during the
year
(239,000)
(291,000)
-
(95,000)
-
(35,000)
-
(660,000)
Balance
30 June
2023
-
-
750,000
912,000
1,000,000
1,540,000
1,000,000
5,202,000
Vested &
exercisable
-
-
-
-
-
-
-
-
Fair value of performance rights granted during the year ended 30 June 2023:
Performance rights granted during the year were as follows.
Grant
Date
Type
29 Nov 22
Director Performance Rights
14 Dec 22
Employee Performance Rights
25 Jan 23
Employee Performance Rights
Tranche
1
(20%)
200,000
(20%)
315,000
(20%)
200,000
Tranche
2
(40%)
400,000
(40%)
630,000
(40%)
400,000
Tranche
3
(20%)
200,000
(20%)
315,000
(20%)
200,000
Tranche
4
(20%)
Total
200,000 1,000,000
(20%)
315,000 1,575,000
(20%)
200,000 1,000,000
Tranche 1,2,3, and 4 Performance Rights
Tranche 1: The Company to publish a positive Preliminary Economic Assessment for the development
of the Apollo Hill Gold Project by 29 November 2024.
Tranche 2: The holder must have remained in continuous employment with the Company from the
Issue Date as either Saturn staff, under an Executive Services Agreement or, Non-Executive Director
or as an officially appointed officer. Testing of the measure will be on 29 November 2024.
Tranche 3: The Company to achieve a 2Moz published Gold Mineral Resource base by 29 November
2024.
Tranche 4: The Company to publish a positive Pre-Feasibility Study for the development of the Apollo
Hill Gold Project by 29 November 2024.
The performance rights were valued on a prorated basis as a result of the vesting conditions attached.
The fair value at grant date is independently determined using a Black-Scholes option model that takes
into account the exercise price, the term of the performance right, the share price at grant date.
Exercise price
Grant date
Performance measurement date
Expiry date
Share price at issue date
Expected price volatility
Expected dividend yield
Risk-free interest rate
Director
Nil
29 November 2022
29 November 2024
29 November 2025
$0.18
64%
0%
3.235%
Employee
Nil
14 December 2022
29 November 2024
29 November 2025
$0.19
62%
0%
3.070%
SATURN METALS LIMITED – ANNUAL REPORT 2023
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(c) Acquisition – Share-based payment
The Group made no acquisitions using share-based payments during the year (2022: Nil)
21. Remuneration of Auditors
Amounts paid or due and payable to the PricewaterhouseCoopers
Auditing and reviewing financial reports
Amounts paid or due and payable to the BDO Audit (WA) Pty Ltd
Auditing and reviewing financial reports
2023
$
2022
$
-
5,100
45,589
45,589
38,456
43,556
There were no non-assurance services provided during the year ended 30 June 2023 (2022: $Nil).
22. Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Group,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares
issued during the year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued
for no consideration in relation to dilutive potential ordinary shares.
Basic loss per share
from continuing operations attributable
Loss
equity holders of the Group
to
the ordinary
2023
$
2022
$
(0.03)
(0.02)
Diluted loss per share
Loss
ordinary equity holders of the Group
continuing
from
operations
attributable
to
the
(0.03)
(0.02)
Reconciliation of loss used in calculation of loss per share
Loss from continuing operations attributable to the ordinary equity
holders of the Group per share
Weighted average number of shares used as the denominator
Weighted average number of shares used in calculating basic
loss per share
(3,590,514)
(2,283,191)
Number of Number of
Shares
2023
Shares
2022
142,680,245 121,677,257
Effect of dilutive securities
Options and Performance Rights on issue at reporting date could potentially dilute earnings per share
in the future. The effect in the current year is to reduce the loss per share hence they are considered
anti-dilutive.
SATURN METALS LIMITED – ANNUAL REPORT 2023
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
23. Parent Entity
Statement of financial position
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Equity
Issued capital
Share-based payments reserve
Option reserve
Accumulated losses
Total equity
Parent Entity
2023
$
3,871,206
38,864,007
(1,333,052)
(1,333,052)
37,530,955
2022
$
7,286,337
36,063,719
(740,678)
(834,228)
35,229,491
46,096,011
2,376,230
408,900
(11,350,186)
37,530,955
40,922,955
1,658,762
408,900
(7,761,126)
35,229,491
Statement of profit or loss and other comprehensive income
Interest revenue
Comprehensive loss for the year
Total comprehensive loss for the year
56,354
(3,532,706)
(3,589,060)
15,777
(2,265,953)
(2,281,730)
Commitments for the parent entity are the same as those for the consolidated entity and are set out in
Note 17.
The financial information for the parent entity, Saturn Metals Limited, has been prepared on the same
basis as the consolidated financial statements.
The parent entity has not entered into a deed of cross guarantee nor are there any contingent liabilities
at year-end.
SATURN METALS LIMITED – ANNUAL REPORT 2023
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
24. Statement of Significant Accounting Policies
The principal accounting policies adopted in the preparation of the financial report are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated. The
financial report includes the consolidated financial statements for the Group during the financial years
ended 30 June 2022 and the comparative period.
(a) Basis of preparation
These general-purpose financial statements have been prepared in accordance with Australian
Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards
Board, Australian Accounting Interpretations and the Corporations Act 2001. Saturn Metals Limited is
a for-profit entity for the purpose of preparing the consolidated financial statements. The presentation
currency of these accounts is Australian Dollars (AUD).
Going Concern
This report is prepared on the going concern basis which assumes the continuity of normal business
activity and the realisation of assets and settlement of liabilities in the normal course of business.
The financial statements for the year ended 30 June 2023 have been prepared on the basis that the
group is a going concern and therefore, contemplates the continuity of normal business activity,
realisation of assets and settlement of liabilities in the normal course of business.
During the year the group recorded a net loss after tax of $3,590,514 and had net cash outflows from
operating activities of $1,651,629. At balance date the group has working capital of $2,527,536.
The Group’s ability to continue as a going concern is principally dependent upon its ability to secure
funds by raising capital from equity markets or by other means, and by managing cash flows in line with
available funds, and/or the successful development of its exploration assets.
These conditions indicate a material uncertainty that may cast significant doubt about the entity’s ability
to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge
its liabilities in the normal course of business.
The Directors are confident of the ability of the Company to potentially raise capital as and when
needed. The Directors are satisfied there are sufficient funds to meet the Group’s working capital
requirements as at the date of this report.
The Directors have reviewed the business outlook and the assets and liabilities of the Group and are
of the opinion that the going concern basis of accounting is appropriate as they believe the Group will
continue to be successful in securing the additional funds as and when the need to raise funds arises.
Should the entity not be able to continue as a going concern it may be required to realise its assets and
discharge its liabilities other than in the ordinary course of business, and at amounts that differ from
those stated in the financial
statements. The financial report does not include any adjustments relating to the recoverability or
classification of recorded asset amounts, nor the amounts or classification of liabilities that might be
necessary should the Group not be able to continue as a going concern.
Compliance with IFRS
The consolidated financial statements and notes of the Group comply with International Financial
Reporting Standards (IFRS).
Historical cost convention
These consolidated financial statements have been prepared under the historical cost convention.
(b) Principles of consolidation
SATURN METALS LIMITED – ANNUAL REPORT 2023
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
The consolidated financial statements are those of the consolidated entity, comprising Saturn Metals
Limited (“the parent entity”) and entities controlled during the year and at reporting date (“Group”). A
controlled entity is any entity that the Group 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.
Information from the consolidated financial statements of the controlled entities is included from the
date the parent company obtains control until such time as control ceases. Where there is a loss of
control of a subsidiary, the consolidated financial statements include the results for the part of the
reporting period during which the parent company has control.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity,
using consistent accounting policies.
All intercompany balances and transactions, including unrealised profits arising from intra-Group
transactions, have been eliminated in full. Unrealised losses are eliminated except where costs cannot
be recovered.
Investments in subsidiaries are carried at cost in the parent entity.
(c) Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and leave entitlements that are
expected to be settled wholly within 12 months after the end of the period in which the employees render
the related service are recognised in respect of employees’ services up to balance date and are
measured at the amounts expected to be paid when the liabilities are settled.
(d) Goods and services tax
Revenues, expenses and assets are recognised net of goods and services tax (GST), except where
the amount of GST incurred is not recoverable from the taxation authority. In these circumstances the
GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.
Receivables and payables are stated with the amount of GST included. The net amount of GST
recoverable is included as a current asset in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash
flows arising from investing and financing activities which are recoverable from the taxation authority
are classified as operating cash flows.
(e) New standards and amendments
Certain new accounting standards and interpretations have been published that are mandatory for the
30 June 2023 reporting period and have not been early adopted by the group. These standards are
not expected to have a material impact on the entity in the current or future reporting periods and on
foreseeable future transactions.
(f) Critical accounting estimates and judgements
The Directors evaluate estimates and judgements incorporated into the financial report based on
historical knowledge and best available current information.
The Group makes estimates and judgements in applying the accounting policies.
Share-based payment transactions
The Group measures the cost of equity-settled share-based payment transactions by reference to the
fair value of the equity instruments at the grant date. The fair value is determined by using an
appropriate model based on the vesting conditions attached to the options. The models used to
determine fair value include a Black-Scholes model, or a hybrid employee share options pricing model.
SATURN METALS LIMITED – ANNUAL REPORT 2023
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
The accounting estimates and assumptions relating to equity-settled share-based payments would
have no impact on the carrying amounts of assets and liabilities within the next annual reporting period
but may impact expenses and equity.
Impairment of capitalised exploration and evaluation expenditure
Critical judgements in respect of accounting policies relate to exploration assets, where exploration
expenditure is capitalised in certain circumstances. Recoverability of the carrying amount of any
exploration assets is dependent on the successful development and commercial exploitation or sale of
the respective areas of interest.
It is the Group’s policy to capitalise costs relating to exploration and evaluation activities. The future
recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of
factors, including whether the Group decides to exploit the related lease itself or, if not, whether it
successfully recovers the related exploration and evaluation asset through sale.
Factors that could impact future recoverability include the level of reserves and resources, future
technological changes which could impact the cost of mining, future legal changes (including changes
to environmental restoration obligations) and changes to commodity prices.
To the extent that capitalised exploration and evaluation expenditure is determined not to be
recoverable in the future, profits and net assets will be reduced in the period in which the determination
is made.
SATURN METALS LIMITED – ANNUAL REPORT 2023
55
DIRECTOR’S DECLARATION
The Board of Directors of Saturn Metals Limited declares that:
(a) the consolidated financial statements, comprising the consolidated statement of profit or loss
and other comprehensive income, consolidated statement of financial position, consolidated
statement of cash flows, consolidated statement of changes in equity and accompanying
notes are in accordance with the Corporations Act 2001, and:
(i) comply with Accounting Standards and the Corporations Regulations 2001 and other
mandatory professional reporting requirements; and
(ii) give a true and fair view of the financial position as at 30 June 2023 and performance for
the financial year ended on that date of the entity.
(b) the Group has included in the notes to the consolidated financial statements an explicit and
unreserved statement of compliance with International Financial Reporting Standards;
(c) In the Directors’ opinion, there are reasonable grounds to believe that the Group will be able
to pay its debts as and when they become due and payable; and
(d) the Board of Directors have been given the declaration by the chief executive officer and chief
financial officer required by Section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and
on behalf of the Directors by:
Ian Bamborough
Managing Director
Perth, Western Australia
29 September 2023
SATURN METALS LIMITED – ANNUAL REPORT 2023
56
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Saturn Metals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Saturn Metals Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 24 in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Carrying value of exploration and evaluation asset
Key audit matter
How the matter was addressed in our audit
The carrying value of the capitalised exploration and
Our procedures included, but were not limited to:
evaluation asset as at 30 June 2023 is disclosed in Note
9 of the financial report.
• Obtaining a schedule of the areas of interest held
by the Group and assessing whether the rights to
As the carrying value of the capitalised exploration and
tenure of those areas of interest remained
evaluation asset represents a significant asset of the
current at balance date;
Group, we considered it necessary to assess whether
any facts or circumstances exist to suggest that the
carrying amount of this asset may exceed its
recoverable amount.
• Considering the status of the ongoing exploration
programmes in the respective areas of interest by
holding discussions with management, and
reviewing the Group’s exploration budgets, ASX
Judgement is applied in determining the treatment of
announcements and director’s minutes;
exploration expenditure in accordance with Australian
Accounting Standard AASB 6 Exploration for and
Evaluation of Mineral Resources. In particular:
• Whether the conditions for capitalisation are
satisfied;
• Considering whether any area of interest had
reached a stage where a reasonable assessment of
economically recoverable reserves existed;
• Verifying, on a sample basis, exploration and
evaluation expenditure capitalised during the
• Which elements of exploration and evaluation
year for compliance with the recognition and
expenditures qualify for recognition;
measurement criteria of AASB 6;
• Recognition and valuation of purchase
• Considering whether there are any other facts or
consideration for tenement acquisitions; and
circumstances existing to suggest impairment
• Whether facts and circumstances indicate that the
testing was required;
exploration and expenditure assets should be
• Reviewing the basis of impairment recorded by
tested for impairment.
management and the methodology used to
determine the fair value for compliance with the
relevant accounting standards; and
• Assessing the adequacy of the related disclosures
in Note 9 to the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation of
the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 21 to 29 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Saturn Metals Limited, for the year ended 30 June 2023,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Dean Just
Director
Perth,
29 September 2023
SCHEDULE OF TENEMENTS
Tenement
State
Interest
Current
Area
Area Unit
Measured
km2
Grant Date
Expiry Date
Western Australia:
E 31/1063*
E 31/1075
E 31/1076
E 31/1087
E 31/1116*
E 31/1163*
E 31/1164
E 31/1202
E 31/1259
E 31/1287
E 31/1340
E 31/1351
E 39/1198*
E 39/1887*
E 39/1984*
E 40/337
E 40/372
E 40/373
M 31/486*
M 39/296*
M 31/0496*
L 31/72
L 31/74
L 31/75
L 31/76
L 31/77
L31/78
L31/79
L 31/80
L 31/81
L 31/82
L 31/83
L 31/84
L 31/85
L 39/284
L 39/292
L 39/0310
L 39/0311
L 39/0312
L 40/28
L 40/29
L40/37
L40/38
L40/39
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
34
11
17
4
14
70
17
2
15
11
11
6
11
5
37
3
55
10
410.8
24.43
12,172
Total: 21 Exploration & Mining Leases
13,114
100%
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
6,248
10,416
1,206
1,196
598
2874
458
4,706
971
1,303
1,601
4,780
289
6,590
11,727
553
3,789
2,675
3,800
1,189
836
8,138
Standard Block
101.73
Standard Block
Standard Block
Standard Block
Standard Block
32.91
50.86
11.97
41.89
Standard Block
209.44
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Standard Block
Ha
Ha
Ha
Ha
Ha
Ha
Ha
Ha
Ha
HA
HA
HA
HA
HA
HA
HA
Ha
Ha
Ha
Ha
Ha
Ha
Ha
Ha
Ha
Ha
50.86
5.98
44.88
32.88
32.88
17.94
32.91
14.96
110.79
8.98
164.56
29.92
4.11
0.24
121.72***
1,000.69km2
131.14
62.48
104.16
12.06
11.96
5.98
28.74
4.58
47.06
9.71
13.03
16.01
47.8
2.89
65.9
117.27
5.53
37.89
26.75
38
11.89
8.36
81.38
890.73 km2
153.70
88.24
241.94 km2
9/03/2015
9/03/2015
10/03/2015
19/03/2015
26/07/2016
27/04/2018
27/04/2018
1/02/2021
28/07/2021
23/08/2022
Application
Application
31/03/2009
24/02/2016
30/03/2017
3/12/2014
3/07/2018
16/11/2018
12/03/2015
30/09/1993
Application
22/02/2021
23/12/2021
06/08/2021
Application
Application
13/10/2021
28/11/2022
Application
05/01/2023
Application
05/01/2023
05/01/2023
05/01/2023
1/07/2020
24/02/2021
7/12/2022
7/12/2022
7/12/2022
24/02/2021
24/02/2021
Application
05/01/2023
Application
8/03/2025
8/03/2025
9/03/2025
18/03/2025
25/07/2026
26/04/2023
26/04/2023
31/01/2026
27/07/2026
22/08/2027
-
-
30/03/2025
23/02/2026
29/03/2027
2/12/2024
2/07/2023
15/11/2023
11/03/2036
29/09/2035
-
21/02/2042
22/12/2042
05/08/2042
-
-
12/10/2042
27/11/2043
-
04/01/2044
-
04/01/2044
04/01/2044
04/01/2044
30/06/2041
23/02/2042
06/12/2043
06/12/2043
06/12/2043
23/02/2042
23/02/2042
-
04/01/2044
-
03/05/2021
14/01/2019
03/05/2027
14/01/2028
Total: 23 Miscellaneous Licences
New South Wales:
EL 9168
EL 8815 **
NSW
NSW
100%
20%
54
31
Standard Block
Standard Block
Total: 2 Exploration Leases
Notes:
* Land subject to 5% Hampton Hill Royalty on +1Moz Production
** Saturn Metals Limited holds an 20% interest in this tenement through a farm in Joint Venture arrangement.
SATURN METALS LIMITED – ANNUAL REPORT 2023
61
MINERAL RESOURCE ESTIMATION GOVERNANCE
STATEMENT
During the year, the Company provided an update to the Apollo Hill Mineral Resource estimate.
Saturn Metals Limited has ensured that the Mineral Resource estimates are subject to good governance
arrangements and internal controls. The Mineral Resources reported have been generated by independent external
consultants who are experienced in best practices in modelling and estimation methods. The consultants have also
undertaken a review of the quality and suitability of the underlying information used to generate the resource
estimations. Additionally, Saturn Metals Limited carries out regular reviews and audits of internal processes and
external contractors that have been engaged by the Company. Competent Persons Statements for the estimation
are included on page 63.
The Mineral Resource estimate for Apollo Hill was compiled and reported in accordance with the 'Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code) 2012 Edition.
As at 30 June 2023
June 2023 Apollo Hill Mineral Resource
Measured
Indicated
Inferred
MII Total
Low er Cut-off
Grade Au g/t
Oxidation
state
Tonnes
(Mtonnes)
0.2
oxide
transitional
fresh
total
0.1
2.1
2.4
4.7
Au
(g/t)
0.63
0.57
0.52
0.55
Au Metal
Tonnes
(KOzs)
(Mtonnes)
2.8
39
40
82
1.1
8.9
44
54
Au
(g/t)
0.46
0.51
0.53
0.53
Au Metal
Tonnes
(KOzs)
(Mtonnes)
17
145
751
912
0.8
3.1
43
47
Au
(g/t)
0.55
0.56
0.56
0.56
Au Metal
Tonnes
(KOzs)
(Mtonnes)
14
56
775
845
2.1
14
89
105
Au
(g/t)
0.51
0.53
0.55
0.54
Au Metal
(KOzs)
33
239
1,567
1,839
The model is reported above the 2023 nominal RF1.0 pit optimization shell for RPEEE and 0.20 g/t Au lower cut-off grade for all
material types. There is no depletion by mining within the model area. Estimation is by restricted OK (ROK) for all mineralised
zones. The model currently assumes a 10mE x 25mN x 5mRL selective mining unit (SMU) for open pit mining. Selectivity may
vary with changed mining and processing scenarios. The final models are SMU models and incorporate internal dilution to the
scale of the SMU. The models do not account for mining related edge dilution and ore loss. Classification is according to JORC
Code Mineral Resource categories. Measured is assigned only to areas having RC grade control drilling. Densities are assigned
according to key lithological units and weathering oxidation states with values ranging from 2.1 to 2.9 t/m3. Totals may vary due
to rounded figures.
Details of this Mineral Resource were reported to the ASX in an announcement titled ‘Apollo Hill Gold Resource Upgraded to
1.84Moz’ dated 28 June 2023.
As at 30 June 2022
May 2022 Apollo Hill Mineral Resource
Preliminary Whittle pit optimizations using approximated regional mining and processing costs for multiple processing scenarios
have been run on the resource model using a gold price of US$1,800/oz to generate a range of pit shells and cut-off grades. A
pit shell for a heap leach scenario representing a revenue factor of 1.2 was selected as a nominal constraint within which to report
the Apollo Hill Mineral Resource, thereby satisfying the JORC Code requirement for a Mineral Resource to have reasonable
prospects for eventual economic extraction. Other relevant information is described in the JORC Code Table 1 as appropriate.
A nominal 0.23 g/t Au lower cut-off grade was selected for all material types. Classification is according to JORC Code Mineral
Resource categories. Totals may vary due to rounded figures. There is no known depletion by mining within the model area.
Estimation is by LMIK for Apollo Hill ZONECODE=100 and 300 while Ra ZONECODE=200 and Tefnut (ZONECODE=400, 402)
were estimated using ROK due to limited data. Grade field AU_FIN1. The model currently assumes a 5mE x 12.5mN x 5mRL
SMU for selective open pit mining. Selectivity may vary with changed mining and processing scenarios. The final models are
SMU models and incorporate internal dilution to the scale of the SMU. The models do not account for mining related edge dilution
and ore loss. These parameters should be considered during the mining study as being dependent on grade control, equipment
and mining configurations including drilling and blasting. Classification is according to JORC Code Mineral Resource categories.
Totals may vary due to rounded figures.
Details of this Mineral Resource were reported to the ASX in an announcement titled ‘Apollo Hill Gold Resource Upgraded to
1.47Moz’ dated 2 May 2022.
SATURN METALS LIMITED – ANNUAL REPORT 2023
62
COMPETENT PERSONS STATEMENT
Competent Persons Statements – May 2022 & June 2023 Mineral Resources
Apollo Hill and Apollo Hill Project
The information in this report that relates to exploration targets, geology, and exploration results and
data compilation is based on information compiled by Ian Bamborough (IB), a Competent Person who
is a Member of The Australian Institute of Geoscientists. Ian Bamborough is a fulltime employee
(Managing Director) of the Company and a shareholder in the Company. Ian Bamborough 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’. Ian
Bamborough consents to the inclusion in the report of the matters based on her information in the form
and context in which it appears.
The information in this announcement that relates to Apollo Hill Mineral Resource estimates (gold) is
based on information compiled and generated by Ingvar Kirchner, an employee of AMC Consultants.
Mr Kirchner consents to the inclusion, form and context of the relevant information herein as derived
from the original resource reports. Mr Kirchner has sufficient experience relevant to the style of
mineralisation and type of deposit under consideration and to the activity which is being undertaken to
qualify as a Competent Person as defined in the 2012 Edition of the JORC ‘Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
Competent Persons Statement – Exploration
The information in this report that relates to exploration targets and exploration results is based on
information compiled by Ian Bamborough, a Competent Person who is a Member of The Australian
Institute of Geoscientists. Ian Bamborough is a fulltime employee and Director of the Company, in
addition to being a shareholder in the Company. Ian Bamborough 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’. Ian Bamborough consents
to the inclusion in the report of the matters based on his information in the form and context in which it
appears.
(a) This document contains exploration results and historic exploration results as originally reported in
fuller context in Saturn Metals Limited ASX Announcements, Quarterly Reports and Prospectus – as
published on the Company's website. Saturn Metals Limited confirms that it is not aware of any new
information or data that materially affects the information on results noted.
SATURN METALS LIMITED – ANNUAL REPORT 2023
63
ADDITIONAL SHARHEOLDER INFORMATION
Issued Securities
The following security holder information set out in this section was applicable at 20 September 2023.
Quoted Securities – Fully Paid Ordinary Shares
a) Distribution of Share Holdings
Size of Holding
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Number of
Shares
141,833,645
17,884,314
1,250,133
552,964
17,549
161,538,605
Number of
Shareholders
147
447
153
192
47
986
%
87.80
11.07
0.77
0.34
0.01
100.00
At the prevailing market price of $0.16 per share there were 170 shareholders holding less than a
marketable parcel of shares, totalling 274,235 shares.
b) Twenty Largest Shareholders
Rank Shareholder
DIMENSIONAL HOLDINGS PTY LTD
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMINEES PTY LTD
EQUITY TRUSTEES LIMITED
GLYDE STREET NOMINEES PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
PERTH CAPITAL PTY LTD
MR IAN BAMBOROUGH
1
2
3
4
5
6
7
8
9 WYTHENSHAWE PTY LTD
10
11 MR KEIRAN HAYNES
12
12
13 MR ANDREW LENOX HEWITT
14
15 MR ANDREW LENOX HEWITT
16
17
18
19 WYTHENSHAWE PTY LTD
20 MR BRUCE JOSEPH PETERS
Top Twenty Shareholders
Total Issued Capital
REDCLIFF PTY LTD
HOWARD TRADING CO PTY LTD
SASSEY PTY LTD
PERTH CAPITAL PTY LTD
RUPERT CLARKE & CO PTY LTD
ROMAN ROAD HOLDINGS PTY LTD
c) Substantial Shareholder Notifications
Shareholder
DUNDEE CORORATION & ASSOCIATES
FRANKLIN RESOURCES, INC. AND ITS AFFLIATES
1
2
3 WHYTHENSHAWE PTY LTD AND ASSOCIATES
1)
2)
3)
As lodged with the ASX on 17 May 2023.
As lodged with the ASX on 16 December 2020.
As lodged with the ASX on 30 June 2020.
Number of
Shares Held
35,243,981
14,551,472
6,113,682
5,314,144
5,300,000
4,958,991
4,050,000
3,676,730
3,084,000
2,735,000
2,228,361
2,000,000
2,000,000
1,960,000
1,860,000
1,772,778
1,260,000
1,200,000
1,180,706
1,140,000
1,100,000
102,729,845
161,538,605
%
21.82
9.01
3.78
3.29
3.28
3.07
2.51
2.28
1.91
1.69
1.38
1.24
1.24
1.21
1.15
1.10
0.78
0.74
0.73
0.71
0.68
63.59
100.00
Number of
Shares Held
32,190,017
11,129,938
10,691,969
%
19.99
10.26
9.86
SATURN METALS LIMITED – ANNUAL REPORT 2023
64
ADDITIONAL SHAREHOLDER INFORMATION (Cont.)
d) Voting Rights
“Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at
meetings of Shareholders or classes of Shareholders:
a) each Shareholder entitled to vote may vote in person or by proxy, attorney or Representative;
b) on a show of hands, every person present, who is a Shareholder, or a proxy, attorney or
Representative of a Shareholder has one vote (even though he or she may represent more than
one member); and
c) on a poll, every person present who is a Shareholder or a proxy, attorney or Representative of a
Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is
appointed a proxy, attorney or Representative, have one vote for the Share, but in respect of partly
paid Shares, shall have such number of votes being equivalent to the proportion which the amount
paid (not credited) is of the total amounts paid and payable in respect of those Shares (excluding
amounts credited).”
e) On Market Buy-Back
There is currently no on-market buy-back in place.
Unquoted Securities – Options & Performance Rights
Options
a) Details of Options on Issue
Class
Exercisable at $0.800 Expiring 22/11/24
Exercisable at $0.630 Expiring 09/12/25
Exercisable at $0.280 Expiring 27/11/25
Exercisable at $0.250 Expiring 02/02/27
Total Options on Issue
b) Voting Rights
Number of
Holders
4
2
4
1
11
Number of
Options
2,200,000
700,000
2,200,000
1,000,000
6,100,000
Unquoted options do not entitle the holder to any voting rights.
c) Holders of More Than 20% of a Class of Unquoted Options
The Group has a total of 6,100,000 unquoted options over ordinary shares on issue. All unquoted
options are issued under the Employee Incentive Option & Performance Rights Plan. There are no
security holders holding more than 20% of a class of Unquoted Option, not issued under the Employee
Incentive Option & Performance Rights Plan to report.
SATURN METALS LIMITED – ANNUAL REPORT 2023
65
ADDITIONAL SHAREHOLDER INFORMATION (Cont.)
Performance Rights
a) Details of Performance Rights on Issue
Class
Unvested 2021 rights, Expiring 13/12/24
Unvested 2022 rights, Expiring 29/11/25
Total Performance Rights on Issue
b) Voting Rights
No. of Holders
No. Performance
Rights
5
6
11
1,212,000
2,552,000
3,764,000
Unquoted performance rights do not entitle the holder to any voting rights.
c) Holders of More Than 20% of a Class of Unquoted Performance Rights
The Group has a total of 3,764,000 unquoted performance rights on issue. All unquoted performance
rights are issued under the Employee Incentive Option & Performance Rights Plan. There are no
security holders holding more than 20% of a class of Unquoted Performance Right, not issued under
the Employee Incentive Option & Performance Rights Plan to report.
Corporate Governance Statement
The Company’s 2023 Corporate Governance Statement can be accessed at:
https://saturnmetals.com.au/about/corporate-governance/
SATURN METALS LIMITED – ANNUAL REPORT 2023
66
9 Havelock Street
West Perth WA 6005
info@saturnmetals.com.au
+61 (8) 6234 1114
www.saturnmetals.com.au