Terramin Australia Limited
Annual Report 2021

Plain-text annual report

2021 Annual Report Contents About Terramin ...................................................................................................................................................................... 3 Chairman’s Review ................................................................................................................................................................. 4 Financial Report ..................................................................................................................................................................... 5 Directors’ Report .................................................................................................................................................................... 6 Directors’ Declaration .......................................................................................................................................................... 16 Auditor’s Independence Declaration .................................................................................................................................... 17 Auditor’s Independent Report .............................................................................................................................................. 18 Consolidated Statement of Profit or Loss and Other Comprehensive Income ....................................................................... 21 Consolidated Statement of Financial Position ...................................................................................................................... 22 Consolidated Statement of Changes in Equity ...................................................................................................................... 23 Consolidated Statement of Cash Flows ................................................................................................................................. 24 Notes to the Consolidated Financial Statements .................................................................................................................. 25 Tenement Information ......................................................................................................................................................... 42 Reserves and Resources ....................................................................................................................................................... 43 Additional Securities Exchange Information ......................................................................................................................... 45 2 About Terramin Terramin Australia Limited (the Company or Terramin) engages in the exploration, evaluation and development of base and precious metal projects. Terramin has a clear focus on growing a production pipeline of base and precious metal projects close to infrastructure and with low capital and operating costs. Consistent with this focus, the Group holds a number of highly prospective mineral deposits and exploration tenements across South Australia and Algeria. Terramin’s major projects are: Bird in Hand Gold Project (100% Terramin) A high-grade mineral Resource of 265,000 gold ounces at 12.6 g/t gold with the ore body open at depth and exploration upside in near proximity. A completed feasibility study indicates a Post-Tax Nominal NPV8 of $141m1 and IRR of 80.5%. The pre-production capital is a modest $54 million due to utilisation of Terramin’s nearby Angas processing facility to produce a gold concentrate. Government approval processes are well advanced. Tala Hamza Zinc Project (65% Terramin, reducing to 49%) A large mineral Resource of 53.0 million tonnes @ 5.3% zinc and 1.3% lead on which a definitive feasibility study was completed in 2018. Mining lease and associated environmental impact study have been lodged for approval. Extensive established infrastructure in place with attractive low power and fuel costs. Strong government support has been provided for the project. Regional Prospects - South Australia Additional interests include a joint venture interest in the Kapunda Copper InSitu Recovery Project and exploration agreements with Newmont and JOGMEC in relation to the Wild Horse and South Gawler Ranges Projects, respectively. 1. NPV8: NPV has been calculated using a discount rate of 8%. NPV and IRR are calculated from ramp up of start-up capital. Registered and Business Office Terramin Australia Limited 2115 Callington Road, Strathalbyn, South Australia, 5255 +61 8 8536 5950 info@terramin.com.au www.terramin.com.au T E W ABN 67 062 576 238 ACN 062 576 238 Auditors Grant Thornton Audit Pty Ltd Level 3, 170 Frome Street Adelaide, South Australia, 5000 Share Registry Computershare Investor Services Pty Ltd Level 5, 115 Grenfell Street Adelaide, South Australia, 5000 T 1300 556 161 Australian Securities Exchange ASX ticker code: TZN Corporate Information Directors Feng Sheng Executive Chairman Michael Kennedy Non-Executive Deputy-Chairman Angelo Siciliano Non-Executive Director Kevin McGuinness Non-Executive Director Lulu Shi Non-Executive Director Executive Officer Martin Janes Company Secretary André van Driel 3 Chairman’s Review Dear Fellow Shareholders, It is my pleasure to present Terramin Australia Limited’s 2021 Annual Report. Throughout 2021, Terramin has continued to work diligently in moving its major assets into development and production. I am pleased to advise that these efforts have been recently rewarded with the approval of the world-class Tala Hamza Zinc Project by our Algerian Government joint venture partners, which will clear the way for the issue of the mining permit. This significant decision will facilitate the development of one of the largest undeveloped zinc and lead deposits in the world, containing 3.5 million tonnes of zinc, of which Terramin will retain a 49% interest. A 2018 Definitive Feasibility Study indicated that Tala Hamza will produce an average of 129,300 tpa of zinc concentrate and 36,000 tpa of lead concentrate over a 21-year mine life. Terramin has completed an optimisation study that increases the throughput of the project which could further increase returns. I would like to commend and acknowledge the hard work and support of our Algerian partners. In respect of the Bird in Hand Gold Project, we are awaiting the decision by the South Australian Department for Energy and Mining regarding our applications for a Mining Lease and Miscellaneous Purposes Licence. Terramin remains optimistic about the development of this low-capital high-return mine. Recently, Terramin announced the formation of a $10.5 million exploration agreement with the Japan Oil, Gas and Metals National Corporation (JOGMEC) relating to the South Gawler Ranges Project. A particular focus of this exploration arrangement will be the search for large IOCG deposits. We are also pleased to report the progress of our joint venture partner, Environmental Copper Recovery Pty Ltd, at the Kapunda Copper InSitu Recovery Project as they continue to produce positive test results. I wish to thank our shareholders for your ongoing support as we transition to what promises to be an exciting and transformational year ahead. Feng (Bruce) Sheng Executive Chairman 4 Financial Report 5 Directors’ Report for the Year Ended 31 December 2021 Your Directors submit their report on the consolidated entity Terramin Australia Limited (the Company or Terramin) and its controlled entities (the Group), for the Year Ended 31 December 2021 and auditor’s report. Mr Kevin McGuinness BAA, ACA Non-Executive Director Appointed 17 April 2013 Directors The following persons were Directors of the Company during the whole of the year and up to the date of the report unless stated otherwise: Mr Feng (Bruce) Sheng Executive Chairman Appointed Director 17 April 2013 and Executive Chairman 11 January 2018 Mr Sheng is Chairman of Melbourne based Asipac Group (including Asipac Capital Pty Ltd and Asipac Group Pty Ltd) (Asipac). He has owned and operated several businesses over the years predominantly focused in property investment and development. Asipac is an active investor in the resources sector and a significant shareholder in Terramin. Asipac is also an active member of the Australia China Business Council (ACBC) and Mr Sheng is the Vice-President of the ACBC (Victoria). Mr Michael H Kennedy B.Com (Economics) Non-Executive Deputy Chairman Appointed 15 June 2005 Mr Kennedy has enjoyed a 40-year career in the non-ferrous mining and smelting industry, and has held a number of senior marketing and logistics roles with the CRA/RTZ Group, managing raw material sales from the Bougainville, Broken Hill, Cobar and Woodlawn mines, managed raw material purchases and supply into the Port Pirie lead smelter, Budel zinc smelter (Netherlands), and the Avonmouth (UK) and Cockle Creek (Newcastle) zinc-lead smelters. He was the resident Director of the Korea Zinc group of companies in Australia from 1991 until 2005, which encompassed the construction and commissioning of the Sun Metals zinc refinery in Townsville. Mr Kennedy is a member of the Audit, Risk and Compliance Committee and the Nominations and Remuneration Committee. Ms Lulu Shi Non-Executive Director Appointed 28 May 2020 Ms Shi is Vice President of China Non-Ferrous Metals Industry’s Foreign Engineering and Construction and has considerable project management experience through the acquisition and development of base metals projects in Southern-Central Africa and South-East Asia, notably the Launshya Copper Mine in Zambia and the Tagaung Taung Nickel Project in Myanmar. Mr McGuinness is a finance executive with more than 25 years of experience as a Director and in executive management with ASX listed and private companies in the mining, medical equipment industries and not-for-profit organisations. Mr McGuinness was previously the Chief Financial Officer of Exact Mining Services. He is the current Chairman of Green Industries SA, a former Director and Chairman of the Royal Zoological Society of SA and a former Director of ASX listed, Ellex Medical Lasers Limited. Mr McGuinness is Chair of the Audit, Risk and Compliance Committee and the Nominations and Remuneration Committee. Mr Angelo Siciliano FIPA, Registered Tax Agent, BBus Non-Executive Director Appointed 2 January 2013 in property development and Mr Siciliano has more than 20 years of experience as an accountant financial accounting. Mr Siciliano is the Chief Financial Officer of Asipac and for the last 18 years has owned and managed an accounting practice predominantly focusing on taxation advice and business consulting. Mr Siciliano is a fellow of the Institute of Public Accountants. He is a member of the Company’s Audit, Risk and Compliance Committee, and of the Nominations and Remuneration Committee. Company Secretary Mr André van Driel BCom, CPA, CertGovPrac Finance Manager Appointed 6 March 2020 Mr van Driel has more than 18 years’ experience in accounting and tax roles within the resources sector, including having worked for Newmont Australia Limited, BHP Billiton Limited (now known as BHP Group Limied) and Ramelius Resources Limited. André is a graduate of the CPA Australia Certified Practising Accountants (CPA) program, and has completed the Certificate in Governance Practice with the Governance Institute of Australia Limited. 6 Directors’ Report (continued) Meetings of Directors The number of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 31 December 2021, and the number of meetings attended by each Director were: Directors F Sheng M Kennedy K McGuinness A Siciliano L Shi Directors’ Meetings E 12 12 12 12 12 A 12 11 12 12 5 Audit, Risk & Compliance Committee A E - - 3 4 4 4 3 4 - - Nominations & Remuneration Committee A E - - 1 - 1 1 1 1 - - E Number of meetings eligible to attend. A Number of meetings attended. Principal Activities During the year, there were no significant changes in the nature of the Group’s principal activities which continued to focus on the development of and exploration for base and precious metals (in particular zinc, lead and gold) and other economic mineral deposits. Operating Results The consolidated loss of the Group after providing for income tax was $6.3 million for the year ended 31 December 2021 (2020: $5.4 million). The major contributors to the result were development costs, interest and administration expenditure in relation to Australian and overseas operations. The consolidated net asset position as at 31 December 2021 was $35.6 million, decreased from $41.9 million as at 31 December 2020. The decrease is represented by the consolidated Group loss of $6.3 million during the period. Dividends Paid or Recommended No dividends were paid or declared during the year and no recommendation was made to pay a dividend. Review of Operations During the year, the Company continued to focus on the exploration, evaluation and development of base and precious metal projects in Australia and Algeria. Highlights for each of the Company’s major projects are reported below. North African Projects Tala Hamza Zinc Project (Terramin 65%, reducing to 49%) et Minière (ORGM) (2.5%). WMZ was formed following a resolution of the State Participation Council (CPE) to create a legal entity between ENOF and Terramin for the development and mining of the Tala Hamza zinc-lead deposit. Following extensive discussions and review of the project studies, the partners have agreed for the project to be submitted to the Algerian mining regulator for approval. The project submission was made in July 2020. The lodgement of the application for approval has triggered negotiations on the future structure and management of the joint venture as the project transitions to construction and production. Subsequent to the end of the reporting period, these negotiations have resulted in an agreement with the partners to formally endorse the project, enabling the project to proceed to final regulatory approval. Terramin’s interest in the project will be reduced to 49%. Australian Projects Bird in Hand Gold Project (including Angas Zinc Mine and Processing Facility) (Terramin / Terramin Exploration Pty Ltd 100%) The Bird in Hand Gold Project is located approximately 30km north of Terramin’s existing mining and processing facilities at the Angas Zinc Mine in Strathalbyn. The project has a high-grade Resource of 265,000 ounces of gold at 12.6g/t, which is amenable to underground mining. Subject to required regulatory approvals, the Bird in Hand material will be processed utilising the facilities at the Angas Zinc Mine, which can be modified to process gold-bearing material. The existing tailings dam has the capacity to hold all the Bird in Hand tailings. The Angas Zinc Mine and Processing Facility is located 2 km outside the town of Strathalbyn, 60 km south east of Adelaide. The mine is currently in care and maintenance pending the resumption of exploration at depth and near mine, in addition to evaluation of the development of the Bird in Hand Gold Project. The site remains in compliance with the lease conditions on all levels. The Bird in Hand deposit has a global Mineral Resource Estimate of 650 Kt (at a cut off of 1.0 g/t) including an Indicated Resource of 432 Kt. Total material mined (at a project evaluation cut-off grade of 1.0 grams per tonne) is 595 Kt at 11g/t (76% Indicated and 24% Inferred) with an average mine production rate of 150 Ktpa and mine life of 4 years (5 years including pre-production and final backfilling). The Tala Hamza Zinc Project is 100% owned by Western Mediterranean Zinc Spa (WMZ). Terramin has a 65% shareholding in WMZ. The remaining 35% is held by two Algerian Government owned companies: Enterprise National des Produits Miniers Non-Ferreux et des Substances Utiles Spa (ENOF) (32.5%) and Office National de Recherché Géologique In June 2019, Terramin lodged the Mining Lease Application (MLA) for the Bird in Hand Gold Project and a Miscellaneous Purpose Lease (MPL) in respect of the processing of ore at the Angas Zinc Mine site. The lodgement of these applications was followed by an extensive period of public consultation that closed in late September 2019. 7 Directors’ Report (continued) In 2021, Terramin has continued to make progress in respect of its MLA and MPL applications. Terramin continues to respond to queries and information requests by the South Australian Department for Energy and Mines (DEM) in respect of these applications. In August 2021, DEM advised Terramin that it has completed its assessment of the completeness and validity of the applications and has moved into the final phase of its assessment and approvals process. Terramin continues to update the Program for Environment Protection and Rehabilitation (PEPR) in line with the MLA and MPL and has developed advanced project implementation plans. Terramin continues to engage with a number of parties with strong interest, including offtake parties, streaming and royalty companies, financial institutions and other mining companies, and has received advanced proposals. Adelaide Hills Project (Terramin / Terramin Exploration Pty Ltd 100%) The Adelaide Hills Project consists of eleven exploration tenements that cover 3,214km² (nine of these exploration tenements comprise the Adelaide Hills Amalgamated Expenditure Agreement, which cover 2,649km2) largely over the southern Adelaide Fold Belt. This project area is considered prospective for gold, copper, lead and zinc. In June 2019, Terramin entered into an earn in agreement with Freeport-McMoRan Exploration Pty Ltd (Freeport) in respect of the Wild Horse Copper Gold prospect (Wild Horse) near Murray Bridge. Freeport agreed to spend $3.0 million over a maximum of 4 years to earn 51% and a further $20.0 million over a maximum of 6 years to earn a further 24%. In June 2021, Newmont Australia Pty Ltd (Newmont) acquired the earn-in rights held by Freeport in respect of Wild Horse. Following the entry of Newmont into the earn in, Terramin has completed a new drill hole design which targets the distinct Wild Horse magnetic anomaly. The magnetic anomaly is 1,300 metres by 2,000 metres and has been modelled from a depth of approximately 100 metres to 1,400 metres. Approval for the drilling of this anomaly has been obtained from DEM and the relevant landowners. Subject to the availability of drill rigs, drilling is expected in the coming months. Kapunda Copper Joint Venture (Terramin Exploration Pty Ltd 100%, subject to farm-out) In August 2017, Terramin entered into an agreement with Environmental Copper Recovery Pty Ltd (ECR) in respect of the potential development of a low cost in situ recovery (ISR) copper project near Kapunda, South Australia, approximately 90 km north of Adelaide. The joint venture is investigating the potential to extract through ISR the copper from shallow oxide ores in and around the historic Kapunda Mine workings. During 2020, ECR earned a 50% interest in the project after spending $2.0 million and has elected to earn a further 25% by spending an additional $4.0 million. Subject to the completion of this expenditure, Terramin will retain 25% and receive a 1.5% royalty in respect of all metals extracted by the joint venture. Terramin and ECR have estimated a combined Resource of 47.4 million tonnes at 0.25% copper containing 119,000 tonnes of copper using a 0.05% copper cut off. This Resource estimate is only in respect of that part of the Kapunda mineralisation that is considered amendable to ISR (copper oxides and secondary copper sulphides) and only reports mineralisation that is within 100 metres of the surface. ECR was successful in securing $2.6 million in government funding to pursue the ISR test work. In 2021, ECR received regulatory approval for in-ground test work that includes a tracer test (to test connectivity between wells) to be followed by a push-pull test using biodegradable methane sulfonic acid to test in-ground extraction of copper. These tests commenced late in 2021 and are ongoing. In addition, ECR has been developing a scoping study for the project. South Gawler Ranges Project (Menninnie Metals Pty Ltd (MMPL) 100%) The South Gawler Ranges Project is located in the Gawler Craton of South Australia, an area that is becoming increasingly recognised as an under-explored region with high discovery potential. The project comprises a group of eleven Exploration Licenses totaling 4,524km2. The project area is prospective for a range of deposit styles that host combinations of gold, silver, copper, lead and zinc. The project hosts the Menninnie Dam deposit, the largest undeveloped lead-zinc deposit in South Australia. In June 2021, Newmont acquired the earn-in rights held by Freeport in respect of the South Gawler Ranges Project. Subsequent to the acquisition, Newmont agreed with Terramin to terminate the South Gawler Ranges earn-in rights and Terramin appointed Discovery Capital Partners as advisor in respect of these assets. Subsequent to the end of the reporting period, Terramin announced the execution of a $10.5 million exploration agreement with JOGMEC. Corporate The Company agreed with its major shareholder Asipac to increase the Standby Term Facility from $23.34 million to $25.89 million ($0.3 million was undrawn at the reporting date). Significant Changes in State of Affairs There were no significant changes in the state of affairs of the Group during the year, other than as referred to in this report. 8 Directors’ Report (continued) Subsequent Events There are no matters or circumstances that have arisen since the end of the year that have significantly affected or may significantly affect either the entities operations or state of affairs in future years or the results of those operations in future years, other than the Company: 1) reaching agreement with major shareholder, Asipac Group, to extend the term of the Finance Facilities from 31 January 2022 to 30 April 2022 (ASX Announcement on 28 January 2022: Finance Facility Update); 2) reaching agreement with Asipac Group to increase the limit of the Standby Facility from $19.89 million to 20.54 million to fund short-term working capital requirements (ASX Announcement on 24 February 2022: Finance Facility Update); 3) agreeing with its Algerian joint venture partners’ to formally endorse the Tala Hamza Zinc Project, enabling the Project to proceed to final regulatory approval (ASX Announcement on 7 March 2022: Tala Hamza Zinc Project – Development approved by Algerian Partners); and 4) entering into a joint venture agreement with JOGMEC in respect of the South Gawler Ranges Project (ASX Announcement on 15 March 2022: Terramin Executes A$10.5M Exploration Agreement with JOGMEC on South Gawler Ranges Project). Future Developments Terramin’s focus will continue to be the approval, funding and development of the Bird in Hand Gold Project and the Tala Hamza Zinc Project. Competent Person Statement is based on The information in this report that relates to Exploration Results and Mineral Resources information compiled by Mr Eric Whittaker (Tala Hamza, Menninnie, Angas and Kapunda Resources and Exploration Results) and Mr Dan Brost (Bird in Hand Resource), both being Competent Persons who are Member(s) of The Australasian Institute of Mining and Metallurgy (AusIMM). Mr Whittaker was employed as the Regional Exploration Manager of Terramin Australia Limited and Mr Brost is a geologist consulting to Terramin. Mr Whittaker and Mr Brost have 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 Competent Person(s) as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Whittaker and Mr Brost consent to the inclusion in the report of the matters based on their information in the form and context in which it appears. The information in this report that relates to Ore Reserves is based on information compiled or reviewed by Mr Luke Neesham, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy (AusIMM). Mr Neesham is Principal Mining Engineer for GO Mining Pty Ltd a consulting firm engaged by Terramin Australia Limited to prepare mining designs and schedules for the Tala Hamza Feasibility Study. Mr Neesham 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’. Mr Neesham consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Corporate Governance Statement Terramin has adopted fit for purpose systems of control and accountability as the basis for the administration and compliance of effective and practical corporate governance. These systems are reviewed regularly and revised if appropriate. The Board is committed to administering the Company’s policies and procedures with transparency and integrity, pursuing the genuine spirit of good corporate governance practice. To the extent they are applicable, the Company has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 4th Edition. As the Group’s activities transform in size, nature and scope, additional corporate governance structures will be considered by the Board and assessed as to their relevance. In accordance with the ASX Listing Rules, the Corporate Governance Statement and Appendix 4G checklist are released to the ASX on the same day the Annual Report is released. The Corporate Governance policies and charters can be found on the Company’s website. Audit and Risk Committee – assists the Board in the effective discharge of its responsibilities in relation to financial reporting and disclosure processes, internal financial controls, funding, financial risk management, including external audit functions, and oversight of internal control and risk management system’s effectiveness. Nomination and Remuneration Committee – assists the Board in discharging its responsibilities relating to the remuneration of directors, executives and employees, succession planning, and relevant policy establishment and monitoring. This Corporate Governance Statement is current as at 23 March 2022 and has been approved by the Board. 9 Directors’ Report (continued) Share Capital (a) Ordinary Shares As at 31 December 2021, there were 2,116,562,720 fully paid ordinary shares in the capital of the Company on issue. (b) Unlisted Options outstanding at the date of this report At the date of this report, 5,000,000 unlisted options over fully paid ordinary shares in the capital of Terramin were on issue. Expiry Date 2 August 2023 2 August 2023 Total Exercise Price $ Number of Options on Issue 0.20 0.25 2,500,000 2,500,000 5,000,000 No person entitled to exercise an option had or has any right by virtue of the option to participate in any share issue of the Company or any other body corporate. (c) Unlisted options exercised/cancelled/lapsed during the year During the year, no unlisted options over fully paid ordinary shares in the capital of the Company have been exercised, cancelled or lapsed. (d) Unlisted options exercised/cancelled since 31 December 2021 No unlisted options over fully paid shares in the Company have been exercised or cancelled since 31 December 2021. Remuneration Report – Audited This remuneration report for the year ended 31 December 2021 outlines the remuneration arrangements of the Company in accordance with requirements of the Corporations Act 2001 (Act) the Corporations Regulations 2001. the remuneration The remuneration report details arrangements for Key Management Personnel (KMP). Under the Accounting Standards, KMPs are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company including any Director (whether executive or otherwise). The information regarding remuneration and entitlements of the Company’s Board and KMP required for the purposes of Section 300A of the Act is provided below. (a) Directors and Other Key Management Personnel The following persons were Directors of the Company during the financial year and up until the date of this report unless stated otherwise: Executive and Non-Executive Directors Mr F Sheng (Chairman - Non-Independent) Mr MH Kennedy (Deputy Chairman - Independent) Mr A Siciliano (Non-Independent) Mr K McGuinness (Independent) Mr L Shi (Independent) The following persons are also Key Management Personnel of the Group: Other Key Management Personnel Mr M Janes (Executive Officer)1 Mr A van Driel (Finance Manager and Company Secretary)2 1. Mr M Janes commenced as Executive Officer on 20 January 2020 2. Mr A van Driel commenced as Company Secretary on 6 March 2020 (b) Nominations and Remuneration Committee The Nominations and Remuneration Committee is a committee of the Board. The current members of the committee are Mr K McGuinness (Chair), Mr MH Kennedy and Mr A Siciliano. The Committee is responsible to assist the Board to: • to discharge adequately ensure it is of an effective composition, size and its commitment responsibilities and duties; and independently ensure that the Company adopts and complies with remuneration policies that: attract, retain and motivate high calibre Directors and KMP so as to enhance performance by the Company; assess the human resource needs of the Company; and • • • • motivate Directors and management to pursue the long-term growth and success of the Company within an appropriate control framework and ensure that shareholder and employee interests are aligned. (c) Remuneration Policy and Practices This report outlines the remuneration arrangements for KMP of the Company. It is recognised that the performance of the Company depends on the quality and skills of its Directors and Executives. The Board is mindful of the need to attract, motivate and retain highly skilled Directors and Executives. The Group’s KMP compensation is competitively set to attract and retain appropriately qualified and experienced Directors and Executives in accordance with the following principles: • Provide competitive rewards in accordance with market standards to attract and retain high calibre Directors and other KMP; and • Link rewards with the strategic goals and performance of the Group and the creation of shareholder value (by the granting of share options where appropriate. in addition The policy for determining the nature and amount of includes consideration of remuneration of the KMP the overall individual performance performance of the Group. Historically, the Group’s performance was measured by a range of financial and production indicators. Since the Angas Zinc Mine was placed in care and maintenance, the remuneration of KMPs is dependent upon achievement of progress towards a number of company objectives: to 10 Directors’ Report (continued) 1) company funding; 2) progress towards the development of the Tala Hamza Zinc Project (including delivery of revised DFS, decision to mine by the partners, approvals, funding and transition towards development); 3) progress towards the development of the Bird in Hand Gold Project (including approvals, financing, firming and expanding the existing resource); and 4) growing the Company’s assets. (d) Use of Remuneration Consultants From time-to-time the Nominations and Remuneration Committee may seek external remuneration advice as required. No such advice was obtained during the year. (e) Remuneration Report Approval At the last Annual General Meeting held on 27 May 2021, the Remuneration Report for the financial year ending 31 December 2020 was approved by shareholders (99.64% voted for the resolution). (f) Executive Remuneration and Incentives Fixed Remuneration I. The fixed portion of Executive remuneration packages comprise a base salary, statutory superannuation payment and FBT charges related to employee benefits, such as car parking. Executive performance and remuneration packages are reviewed, where possible, annually by the Nominations and Remuneration Committee. The review process includes consideration of both individual performance and the overall performance of the Group. Incentives II. Performance based remuneration may include both short-term and long-term incentives, and is designed to reward KMP for meeting or exceeding key performance indicators (KPI’s). KPI’s may include financial metrics and completion of key group objectives. The Board may from time-to-time approve the award of such incentives subject to satisfaction of KPI’s. The short-term incentive (STI) is an “at risk” bonus which may be provided in the form of cash and/or equity securities. Long- term incentives may be provided under the Terramin Australia Employee Option Plan (EOP). The Directors may grant options to employees to acquire shares at an exercise price set by the Board. Each option converts into one ordinary share of the Company when exercised. The grant of options is linked to the achievement of the Company’s objectives (refer item (c) of the remuneration report) and the creation of shareholder value. Employment Contracts III. Mr Martin Janes, the Company’s Executive Officer, entered into a consulting contract in January 2020 on an on-going basis, which either the Company or Mr Janes may terminate with 30 days written notice. Under this contract, Mr Janes receives a weekly (including Superannuation Guarantee Contributions) for 3.5 days of service per week. retainer of $6,000 Mr André van Driel commenced his employment with the Company on 9 August 2018, and appointed as Company Secretary on 6 March 2020. His employment contract has no fixed term, and receives an annual salary of $135,000 (including superannuation). Mr van Driel may terminate the agreement by providing 4 weeks’ notice, however, the Company may terminate the agreement by providing 5 weeks’ notice or a payment in lieu. Unless agreed otherwise by the Board, termination payments of any Executives or employees are not payable in the instance of resignation or dismissal for serious misconduct. (g) Directors Remuneration I. Remuneration The maximum aggregate fees payable to Non-Executive Directors is subject to approval by shareholders at a general meeting. All securities issued to Directors and related parties must be approved by shareholders at a general meeting. or via remunerated Non-Executive Directors are either paid a base fee plus superannuation, contractual arrangements approved by the Board and negotiated in consultation with the Nominations and Remuneration Committee. The current Non-Executive base fees (other than fees for the Chairman and Deputy Chairman) are $40,000 per annum. The Chairman and Deputy Chairman receive $100,000 and $60,000 per annum respectively. The non-executive directors’ fees paid are consistent with fees paid to non-executive directors of comparable companies. Company policy supports the issue, where appropriate, of equity securities to Directors (whether Executive or Non- Executive) to help ensure Directors’ interests are aligned with those of shareholders. The Board has not paid director’s fees in shares during the reporting period. The aggregate fees payable to Directors during 2021 was $275,000 (with $612,500 (2020: $337,500) remaining unpaid at reporting date) compared to the maximum limit approved by shareholders at the 2010 Annual General Meeting of $700,000. The Board recognises that from time-to-time, Non- Executive Directors are called upon to provide services in addition to their usual Director’s duties. Accordingly, Directors may be compensated for additional duties undertaken at the request of the Board, for instance extensive travel to Algeria or meetings with overseas investors. In accordance with Company policy additional compensation of up to $1,000 per day may be provided to Directors for work additional to standard Board duties. This form of Non-Executive compensation is only provided in circumstances where Directors are required to commit time beyond that expected of a Non-Executive Director role and requires a continuous commitment of 2 or more days. Additional remuneration may be paid in shares in lieu of cash subject to shareholder approval. 11 Directors’ Report (continued) Committee During 2021 no additional fees were paid to Non-Executive Directors in relation to work outside of standard Board duties. II. Director Options There were no options or other equity securities issued to Directors during the year as remuneration. III. Retirement or other Post-Employment Benefits The Company has no policy to provide benefits to its Directors or Executives upon their retirement or otherwise upon cessation of employment, other than by making the statutory superannuation guarantee contributions as required by law. IV. Board and Committees – Membership and Remuneration The following table sets out the Chair and members of each committee and the annual fees allocated for each position. Chairman Fee $ Deputy Chairman Fee $ Member Fee $ Non-Executive Director fee by role 100,000 60,000 40,000 1 Non-standard Board duties 1,000/day 1,000/day 1,000/day Audit, Risk and Compliance K McGuinness (Chair), MH Kennedy, A Siciliano Nominations and Remuneration K McGuinness (Chair), MH Kennedy, A Siciliano Due Diligence K McGuinness (Chair), MH Kennedy 7,500 7,500 - - - - 5,000 5,000 - 1. Subject to Board approval to compensate for work undertaken in addition to standard Director’s duties and requires a commitment of 2 or more days. (h) Parent Entity Directors’ and Executives’ Remuneration and Entitlements During the year, the following cash and non-cash payments were made to the Key Management Personnel: Key Management Personnel Short Term Benefits Salary and Fees Contract Payments Long Term Benefits Annual and Long Service Leave4 Post-Employment Share-based Payments Total Superannuation Benefits Termination Benefits Share Options % of Total Directors1 MH Kennedy A Siciliano K McGuinness F Sheng L Shi2 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Key Management Personnel R Taylor3 M Janes4 A van Driel5 TOTAL 2021 2020 2021 2020 2021 2020 2021 2020 63,636 63,927 - - - - - - - - - 48,050 - - 123,007 126,146 186,643 238,123 - 50,000 50,000 55,000 55,000 100,000 100,000 - - - 50,000 272,727 180,000 - - 477,727 435,000 - - - - - - - - - - - (26,329) - - 9,140 6,738 9,140 (19,591) 6,364 6,073 - - - - - - - - - 2,350 27,273 17,100 11,993 11,984 45,630 37,507 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0.0% 70,000 0.0% 70,000 0.0% 50,000 0.0% 50,000 0.0% 55,000 0.0% 55,000 0.0% 100,000 0.0% 100,000 0.0% 0.0% 0.0% - - - (103,489) 0.0% (29,418) - - - - - 0.0% 0.0% 0.0% 0.0% 300,000 197,100 144,140 144,868 - 719,140 (103,489) - 587,550 1. Refer to table above (and subparagraph (g) on page 11) for details of Non-Executive Directors’ fees allocated by role 2. Ms L Shi was appointed as Non-Executive Director on 28 May 2020 as representative of China Non-Ferrous Metals Industry’s Foreign Engineering and Construction (NFC) 3. Mr R Taylor concluded his employment on 10 July 2020 4. Mr M Janes commenced as Executive Officer on 20 January 2020 5. Mr A van Driel commenced as Company Secretary on 6 March 2020 6. Represents the movements in the associated provisions 12 Directors’ Report (continued) (i) Key management personnel - shares and options over equity instruments The movement during the reporting period in the number of ordinary shares or options over ordinary shares in the Company by each Key Management Personnel is as follows: Shares Key Management Personnel Parent Entity Directors MH Kennedy A Siciliano K McGuinness F Sheng L Shi1 Other Key Management Personnel M Janes2 A van Driel3 Total Shares Balance 1 Jan 21 Shares held prior to commencing as KMP Shares Acquired during Year Shares Issued as Remuneration Cessation as KMP Shares Balance 31 Dec 21 5,246,107 10,000,000 2,698,108 827,469,670 - 125,974 - 845,539,859 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5,246,107 10,000,000 2,698,108 827,469,670 - 125,974 - 845,539,859 1. Ms L Shi was appointed Non-executive Director on 28 May 2020 as representative of NFC 2. Mr M Janes commenced as Executive Officer on 20 January 2020 3. Mr A van Driel commenced on Company Secretary on 6 March 2020 Options Balance 1 Jan 21 Options Granted as 1 Incentive Options Exercised Cessation as KMP Balance Options 31 Dec 21 Options Key Management Personnel Parent Entity Directors MH Kennedy A Siciliano K McGuinness F Sheng L Shi2 Other Key Management Personnel M Janes3 A van Driel4 Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1. Relates to options granted as remuneration. Further details of Options, including terms and exercise price are included in the Financial Report 2. Ms L Shi was appointed Non-executive Director on 28 May 2020 as representative of NFC 3. Mr M Janes commenced as Executive Officer on 20 January 2020 4. Mr A van Driel commenced as Company Secretary on 6 March 2020 - - - - - - - - 13 Directors’ Report (continued) (j) Shares and Options Issued or Lapsed during the Year No shares or options were granted to Non-executive Directors or other KMPs as remuneration during the year. No shares or options lapsed during the year. (k) Other Director and Key Management Personnel transactions Some KMP, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. These entities transacted with the Group in the reporting period. The terms and conditions of the transactions were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-Director related entities on an arm’s length basis. At 31 December 2021, Asipac owned 39.07% of the ordinary shares in Terramin (2020: 39.07%) and is controlled by Mr Sheng who is Executive Chairman of the Company. Mr Siciliano is the Chief Financial Officer of Asipac. Director and other KMP fees outstanding as at 31 December 2021 include: Key Management Personnel 1 M Kennedy 1 A Siciliano 1 K McGuinness F Sheng 1 L Shi M Janes 2.3 Total 2021 140,000 112,500 110,000 250,000 - 278,182 890,682 2020 70,000 62,500 55,000 150,000 - 110,850 448,350 1. Mr Kennedy, Mr Siciliano, Mr McGuinness and Ms Shi are Non-Executive Directors of the Company 2. Mr Janes is Executive Officer of the Company 3. Mr Janes’ outstanding fees includes superannuation Other related party transactions are disclosed at note 20. Share Trading Policies (l) All Company employees and contractors, Directors and Executives are subject to the Company’s Share Trading Policy (available on the Company’s website) with respect to limiting their exposure to risk in relation to the Company’s securities, including securities issued as an element of Executive remuneration. The Company’s Share Trading Policy requires all officers, employees and consultants to the Company to notify the Chairman and Company Secretary of any intention to deal in the Company’s securities, whether by sale or purchase of shares on market, or the exercise of options. The notified dealing is subject to the approval of the Chairman. In addition, and in accordance with ASX Listing Rule 12, the Company’s trading policy provides that all Directors, officers and consultants are prohibited from trading in the Company’s securities during specific periods. The Board considers that, in light of the size and structure of the Company and the absence of a secondary market for the Company’s securities, this policy provides adequate protection against unauthorised dealings by Directors and specified Executives, in relation to risk in particular mitigation. The current Share trading policy has been approved by the board on 9 April 2015. End of Audited Remuneration Report 14 Directors’ Report (continued) Indemnification of Directors and Officers Directors’ and Officers’ Liability Insurance has been subscribed to. The Officers of the Company and the Group covered by the insurance policy includes any person acting in the course of duties for the Company or the Group who is or was a Director, Secretary or Senior Executive. The contract of insurance prohibits the disclosure of the nature of the liability covered and the amount of the premium. The Group has not otherwise, during or since the end of the period, indemnified or agreed to indemnify an officer or auditor of the Group or any related body corporate against a liability incurred as such an officer or auditor. Non-audit Services The Company may decide to employ the auditor, Grant Thornton on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. Details of the amounts paid or payable to the auditor for non‐audit services provided during the year are set out below. The Board of directors has considered the position, and in accordance with advice received from the Audit and Risk Committee, is satisfied that the provision of the non‐audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non‐audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: - - all non‐audit services have been reviewed by the Audit & Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor; none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. During the year the following fees were paid or payable for non‐audit services provided by the auditor of the parent entity, its related practices and non‐related audit firms: Non-assurance services Tax advice and compliance services Total Auditor’s independence declaration 2021 $’000 9 9 2020 $'000 25 25 The Auditor’s Independence Declaration for the year ended 31 December 2021 can be found on page 17 and forms part of the Directors’ Report. Litigation As at the date of this report, no person has applied to the Court under section 237 of the Act for leave to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company of all or any part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Act. Rounding The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with the instrument, amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated. Signed in Adelaide this 23rd day of March 2022 in accordance with a resolution of the Board of Directors. Feng (Bruce) Sheng Executive Chairman Kevin McGuinness Non-Executive Director 15 Directors’ Declaration The Directors of the Company declare that: 1. the financial statements and notes, as set out on pages 21-41, and the remuneration disclosures contained in pages 10-14 of the Directors’ Report, are in accordance with the Corporations Act 2001, and: a. b. comply with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and give a true and fair view of the financial position as at 31 December 2021 and of the performance for the year ended on that date of the consolidated entity; 2. the Executive Officer and Finance Manager have each declared that: a. b. c. d. the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; the financial statements and notes for the financial year comply with the Accounting Standards; the declaration is provided in accordance with section 295A of the Corporations Act 2001 and is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks; and the financial statements and notes for the financial year give a true and fair view; in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; the consolidated financial statements comply with International Financial Reporting Standards as disclosed in note 2(a). 3. 4. This declaration is made in accordance with a resolution of the Board of Directors. Feng (Bruce) Sheng Executive Chairman 23 March 2022 Kevin McGuinness Non-Executive Director 23 March 2022 16 Auditor’s Independence Declaration 17 Auditor’s Independent Report 18 19 20 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 31 December 2021 Revenue Other Income Raw materials, consumables and other direct costs Employee benefits expense Depreciation and amortization Exploration and evaluation expensed (Tala Hamza Project) Impairment of inventories Impairment of property, plant and equipment Assets held for sale impairment Profit or loss on disposal of inventories Aggregate profit or loss on sale of non-current assets Profit or loss on disposal of assets held for sale Mine rehabilitation obligation expense Other expenses Loss before net financing costs and income tax Finance income Finance costs Net finance costs Loss before income tax Income tax benefit Loss for the year Attributable to: Owners of the Company Non-controlling interest Loss for the year Note 4 4 10 10 10 4 6 6 18 17 Other comprehensive (loss)/income Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences for foreign operations Other comprehensive (loss)/income for the year, net of income tax Total comprehensive loss for the year attributable to equity holders of the Company Attributable to: Owners of the Company Non-controlling interest Total comprehensive loss for the year Earnings per share attributable to the ordinary equity holders of the Company: Basic earnings/(loss) per share – (cents per share) Diluted earnings/(loss) per share – (cents per share) Note 27(a) 27(b) 2021 $’000 40 - (446) (737) (798) (346) (8) (79) - (16) 3 14 (18) (755) 2020 $’000 67 418 (361) (326) (481) (250) - - (121) - - - (555) (990) (3,146) (2,599) 8 (3,169) (3,161) 20 (2,812) (2,792) (6,307) (5,391) - (6,307) (6,176) (131) (6,307) 32 32 (6,275) (6,144) (131) (6,275) 2021 (0.29) (0.29) - (5,391) (5,291) (100) (5,391) (3,074) (3,074) (8,465) (8,365) (100) (8,465) 2020 (0.25) (0.25) The Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the notes to the consolidated financial statements. 21 Consolidated Statement of Financial Position as at 31 December 2021 Assets Current Assets Cash and cash equivalents Trade and other receivables Non-current assets held for sale Other assets Total current assets Non-current assets Inventories Property, plant and equipment Exploration and evaluation Total non-current assets TOTAL ASSETS Liabilities Current liabilities Trade and other payables Short term borrowings Provisions Total current liabilities Non-current liabilities Long term borrowings Provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS Equity Share capital Reserves Accumulated losses Total equity attributable to equity holders of the Company Non-controlling interest TOTAL EQUITY Notes 7 9 10 8 10 11 12 13 14 13 14 15 16 17 2021 $'000 5,721 38 6 122 5,887 284 6,490 63,813 70,587 76,474 9,475 25,609 165 35,249 - 5,629 5,629 40,878 35,596 2020 $'000 5,445 50 690 84 6,269 353 7,369 63,252 70,974 77,243 6,375 23,385 89 29,849 14 5,509 5,523 35,372 41,871 223,931 (9,084) (192,385) 22,462 13,134 35,596 223,931 (9,116) (186,209) 28,606 13,265 41,871 The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the consolidated financial statements. 22 Consolidated Statement of Changes in Equity for the Year Ended 31 December 2021 2021 Balance at 1 January 2021 Total comprehensive income for the period Loss for the year Other comprehensive income Foreign currency translation differences Total other comprehensive income Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Share issue costs Transfer lapsed options to expense Total contributions by and distributions to owners Share capital $'000 223,931 Share based payments reserve $’000 195 Translation reserve $'000 (9,311) Accumulated losses $'000 (186,209) Total attributable to owners $'000 28,606 Non-controlling interest $'000 (note 17) 13,265 Total equity $'000 41,871 - - - - - - - - - - - - - - - (6,176) (6,176) (131) (6,307) 32 32 32 - - - - - 32 32 - - 32 32 (6,176) (6,144) (131) (6,275) - - - - - - - - - - - - Balance at 31 December 2021 223,931 195 (9,279) (192,385) 22,462 13,134 35,596 Share based payments reserve $'000 298 Share capital $'000 223,950 Translation reserve $'000 (6,237) Accumulated losses $'000 (180,918) Total attributable to owners $'000 37,093 Non- controlling interest $'000 (note 17) 13,365 Total equity $'000 50,458 2020 Balance at 1 January 2020 Total comprehensive income for the period Loss for the year Other comprehensive income Foreign currency translation differences Total other comprehensive income Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Issue of ordinary shares Share issue costs Options Granted Transfer lapsed options to retained earnings - - - - - (19) - - - - - - - - - (103) Total contributions by and distributions to owners (19) (103) - (5,291) (5,291) (100) (5,391) (3,074) (3,074) (3,074) - - (5,291) (3,074) (3,074) (8,365) - - (100) (3,074) (3,074) (8,465) - - - - - - - - - - - (19) - (103) (122) - - - - - - (19) - (103) (122) Balance at 31 December 2020 223,931 195 (9,311) (186,209) 28,606 13,265 41,871 The Consolidated Statement of Change in Equity is to be read in conjunction with the notes to the consolidated financial statements. 23 Note 19 Consolidated Statement of Cash Flows for the Year Ended 31 December 2021 Cash from operating activities: Receipts from customers Government Grant Income (including Research and development tax incentive received) Interest received Payments to suppliers and employees Financing costs and interest paid Total cash (used in) operating activities Cash flows from investing activities: Insurance claim proceeds Proceeds from the sale of inventories Proceeds from assets held for sale Exploration and evaluation expenditure Net cash (used in) investing activities Cash flows from financing activities: Proceeds from the issue of share capital Payment of transaction costs on equity Proceeds from borrowings Repayment of borrowings Net cash from financing activities Other activities: Net increase /(decrease) in cash and cash equivalents Net foreign exchange differences Cash and cash equivalents at beginning of the year (including restricted cash on deposit) Cash and cash equivalents at end of the year (including restricted cash on deposit) 7 The Consolidated Statement of Cash Flows is to be read in conjunction with the notes to the consolidated financial statements. 2021 $'000 - - 8 (2,052) (84) (2,128) - 8 760 (614) 154 - - 2,250 - 2,250 276 - 5,445 5,721 2020 $'000 72 226 27 (1,836) (72) (1,583) 249 - 201 (1,422) (972) - (19) 1,830 (110) 1,701 (854) (1) 6,300 5,445 24 Notes to the Consolidated Financial Statements 1. Reporting entity The consolidated financial statements cover the consolidated entity of Terramin Australia Limited and its controlled entities (the Group). Terramin Australia Limited is a public company, listed on the Australian Securities Exchange (ASX). The Group is primarily involved in the development of, and exploration for, precious and base metals (in particular gold, zinc and lead) and other economic mineral deposits. 2. Basis of preparation (a) Statement of Compliance The consolidated financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards (including Australian the Australian Accounting Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) and International Accounting interpretations adopted by the Standards Board (IASB). Interpretations) issued by Terramin Australia Limited is a for-profit entity for the purpose of preparing the financial statements. Terramin Australia Limited is a public company incorporated and domiciled in Australia. The address of its registered office is 2115 Callington Road, Strathalbyn, SA, 5255. (b) Basis of Measurement The financial statements are presented in Australian dollars (AUD), have been prepared on an accruals basis and are based on historical costs, except for the provision for mine rehabilitation measured at the present value of future cash flows. The Group is of a kind referred to in ASIC Corporations (Rounding Instrument 2016/191 and in accordance with the Instrument, amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated. Financial/Directors’ Reports) in (c) Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. During 2021, the Group incurred a loss of $6.2 million, and this brought accumulated losses to $192.4 million. As at 31 December 2021 the Group’s current liabilities exceeded its current assets by $29.3 million, however the Group had negative cash operating and investing cashflows of $1.97 million. The Group had net assets of $35.7 million. The financial report has been prepared on a going concern basis on the expectation that the Group can raise additional debt or equity as required. The Directors are aware that additional debt or equity will be required within 12 months, in order to continue as a going concern. The Group’s ability to raise equity will rely on investor confidence in the development or sale of the Bird in Hand Gold Project or investment in the Tala Hamza Zinc Project or other assets. The Directors note that the matters outlined above indicate a material uncertainty, which may cast significant doubt on the ability of the Group to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. At the date of this report, the Directors believe that the Group has adequate resources to continue to explore, evaluate and develop the Group’s areas of interest and support to date from Asipac will ensure the Company has sufficient funds to meet its obligations. Subject to market conditions the Directors believe there are reasonable grounds to conclude that the Company will be able to raise funds by way of debt and/or equity to fund anticipated activities and meet financial obligations. For the reasons outlined above, the Board has prepared the Financial Report on a going concern basis. (d) Use of Estimates and Judgements The preparation of the financial statements in accordance with AASB requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in the following notes: • • • • • Note 3(e) – Property, Plant and Equipment: assessment of valuation. Note 3(i) - Exploration and Evaluation Expenditure: recoverable amount and ore reserve estimates. Note 3(k) - Provisions: estimated cost of rehabilitation, decommissioning and restoration. Note 3(l) - Share Based Entitlements and Payments: assumptions are required to be made in respect to measuring share price volatility, dividend yield, future option holding period and other inputs to the Black- Scholes option pricing model fair value calculations. Note 3(r) - Recognition of tax losses: assessment of the point in time at which it is deemed probable that future taxable income will be derived. 25 (e) New and Amended Standards Adopted by the (e) Property, Plant and Equipment Group During the year, there are no new and/or revised Standards and Interpretations adopted in these Financial Statements that affect presentation or disclosure and the financial position. 3. Significant accounting policies (a) Basis of Consolidation The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 31 December 2021. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 31 December. All transactions and balances between Group including companies are eliminated on consolidation, unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. (b) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held liquid at call with banks and other short-term highly investments with original maturities of four months or less. inventories Inventories (c) and Non-current consumables which are not expected to be used within 12 months. Inventories are valued at lower of cost and net realisable value. represent spare parts (d) Trade and Other Receivables Trade and other receivables are recognised at cost and carried at original invoice amount less allowances for impairment losses. The group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. 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. In prior year, impairment of receivables was not recognised until objective evidence was available that a loss event had occurred. Property Freehold land is measured at cost and buildings are measured at cost less depreciation and any impairment losses recognised. Plant and equipment Plant and equipment are measured on the cost basis less depreciation and any impairment losses recognised. The depreciable amount of all property, plant and equipment, excluding freehold land, is depreciated on a straight-line basis over their useful lives to the Group commencing from the time the asset is held ready for use down to any residual value, as determined by the Group. The depreciation rates used for each class of depreciable asset is the lesser of the rate determined by the life of the mining operation and the asset. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Class of Asset Motor vehicles Computer and office equipment Plant and equipment Leasehold improvements Buildings and other infrastructure Depreciation rates 22.5 - 25% 15 - 40% 5 - 33% 20% 5 - 33% Effective 1 July 2020, the Group recommenced depreciation of the plant and equipment located at the Angas Zinc Mine. The it prudent to recommence Directors have considered depreciation due to the last independent valuation was undertaken to determine scrap value (2013), and the age of remaining plant prior to reconditioning works being undertaken. length of time since the (f) Impairment of Assets Non-financial Assets At each reporting date, the Group reviews the carrying values of its non-financial assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset is determined and compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is recognised as an expense in the profit or loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit (CGU) to which the asset belongs. A CGU is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses recognised in respect of CGU’s are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of. 26 depreciation or amortisation, if no impairment loss had been recognised, with the exception that any previously impaired goodwill should not be re-recognised. share of the output arising from the joint operation, its share of revenue from the sale of the output by the joint operation and its expenses (including its share of expenses incurred jointly). Financial Assets The Group’s financial assets are subject to AASB 9’s three-stage expected credit loss model. Each class of financial asset is considered for impairment based on their credit risk profile (as disclosed in note 22(2). Recoverable Amount In assessing whether the carrying amount of an asset is impaired, the asset’s carrying value is compared with its recoverable amount. The recoverable amount of non- financial assets or cash-generating units (CGU) is the greater of their fair value or realisable value less costs to sell and value in use. In assessing fair value, or value in use, estimates and assumptions including the appropriate rate at which to discount cash flows, the timing of the cash flows, expected life of the relevant area of interest, exchange rates, commodity prices, ore reserves, future capital requirements and future operating performance are used. The recoverable amount of an asset or CGU will be impacted by changes in these estimates and assumptions which could result in an adjustment to the carrying amount of that asset or CGU. (g) Ore Reserves Economically recoverable ore reserves represent the estimated quantity of product in an area of interest that can be expected to be profitably extracted, processed and sold under current and foreseeable economic conditions. The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. Changes in a project’s ore reserve impacts the assessment of recoverability of exploration and evaluation assets, property, plant and equipment and intangible assets, the carrying amounts of assets depreciated on a units of production basis, provisions for site restoration and the recognition of deferred tax assets, including tax losses. (h) Investments in Associates and Joint Arrangements Associates are those entities over which the Group is able to exert significant influence but which are not subsidiaries. A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and obligations for underlying liabilities. A joint arrangement in which the Group has direct rights to underlying assets and obligations for underlying liabilities is classified as a joint operation. Investments in associates and joint ventures are accounted for using the equity method. Interests in joint operations are accounted for by recognising the Group’s assets (including its share of any assets held jointly), its liabilities (including its share of any liabilities incurred jointly), its revenue from the sale of its Any goodwill or fair value adjustment attributable to the Group’s share in the associate or joint venture is not recognised separately and is included in the amount recognised as investment. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise t h e Group’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group. Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment. (i) Exploration and Evaluation Expenditure Exploration and evaluation costs, including the costs of acquiring licenses, are capitalised as exploration and evaluation assets (E&E assets) on an area of interest basis pending determination of the technical feasibility and commercial viability of the project. When a license expires and is not expected to be renewed, is relinquished or a project is abandoned, the related costs are recognised in the profit or loss immediately. With respect to the Tala Hamza Zinc Project, all exploration and evaluation costs incurred from February 2018 (at which time the exploration license was not renewed) have been expensed. Tangible and intangible E&E assets that are available for use are depreciated (amortised) over their estimated useful lives. Upon commencement of production, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the reserves. E&E assets are assessed for impairment if (1) sufficient data exists to determine technical feasibility and commercial viability, and (2) facts and circumstances suggest that the carrying amount exceeds the recoverable amount (see impairment note 3(f)). E&E assets are assessed for impairment when any of the following facts and circumstances exist: • The term of the exploration license in the specific area of interest has expired during the reporting period or will expire in the near future, and not expected to be renewed; • Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area are not budgeted nor planned; • Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the decision was made to discontinue such activities in the specified area; or indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is • Sufficient data exists to 27 unlikely to be recovered in full from successful development or by sale. currency that match, as closely as possible, the estimated future cash outflows. E&E assets are transferred to development assets once the technical feasibility and commercial viability of an area of interest can be demonstrated. E&E assets are assessed for impairment, and any impairment loss is recognised prior to being reclassified. Pre-licence expenditure and expenditure deemed to be unsuccessful is recognised in the profit or loss immediately. (j) Trade and Other Payables Trade payables and other payables are stated at cost. (k) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. is recognised Site restoration liability the estimated cost of A provision rehabilitation, decommissioning and restoration relating to areas disturbed during operation of the Angas Zinc Mine up to reporting date but not yet rehabilitated. for The provision is based upon current cost estimates and has been determined on a discounted basis with reference to current legal requirements and technology. As the provision represents the discounted value of the present obligation, using a pre-tax rate that reflects current market assessments and the risks specific to the liability, the increase in value of the provision due to the passage of time will be recognised as a borrowing cost in the profit or loss in future periods. The provision is recognised as a non-current liability (in line with expected timescales for the work to be performed), with a corresponding asset taken to account and amortised over the life of the mine. At each reporting date the rehabilitation liability is reviewed and re-measured in line with changes in discount rates, timing & the amounts of the costs to be incurred based on area of disturbance at reporting date. Changes in the liability relating to the re-assessment of rehabilitation estimates are recognised directly within the profit or loss. (l) Employee Benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be settled wholly within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided up to the reporting d a t e . Consideration is given to levels, experience of employee future wage and salary departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and Share Based Payments incentives to The Group uses share options to provide Directors, employees and consultants. The Board, upon the recommendation of the Nominations and Remuneration Committee, has discretion to determine the number of options to be offered to Eligible Employees (as that term is defined by the EOP) and the terms upon which they are offered, including exercise price and vesting conditions. The fair value of options at grant date is independently determined using an option pricing model that considers the exercise price, the term of the option, the vesting and performance criteria, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future trends, which may not eventuate. The life of the options is based on the historical exercise patterns, which may not eventuate in the future. The fair value of options granted is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised as an expense over the period during which the Directors, employees or consultants become unconditionally entitled to the options (vesting period). Upon the exercise of options, the balance of the share based payments reserve relating to those options is transferred to share capital. The Group uses share rights to provide incentives to employees. Share rights are valued at grant date and are expensed to reflect amounts owing. Upon issue of the share rights an increase in equity is recognised. (m) Loans and Borrowings Borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, loans and borrowings are stated at amortised cost, with any difference between cost and redemption value being recognised in the profit or loss over the period of the borrowings on an effective interest basis. Loans and borrowings with a determinable payment due less than twelve months from reporting date are classified as current liabilities. (n) Revenue To determine whether to recognise revenue, the Group follows a 5-step process: 1. Identifying the contract with a customer, 2. Identifying the performance obligations, 3. Determining the transaction price, 4. Allocating the transaction price to the performance obligations, and 5. Recognising revenue when/as performance obligation(s) are satisfied. Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. 28 The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in the statement of financial position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due. include (o) Financing Costs Financing costs interest payable on borrowings calculated using the effective interest method, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges, and the impact of the unwind of discount on long-term provisions for site restoration. Financing costs incurred in relation to the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other financing costs are expensed as incurred. (p) Foreign Currency Translation Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian Dollars (AUD), which is Terramin’s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and in foreign currencies at year end exchange rates are generally recognised in profit or loss. Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains / (losses). liabilities denominated Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income. Group companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • • assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date, income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and • all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. investments, are recognised Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. (q) Share Capital Ordinary shares are classified as equity. Qualifying transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit. Income Tax (r) The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the reporting date. Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability settled. Deferred tax is credited in the profit or loss except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. Determination of future tax profits requires estimates and assumptions as to future events and circumstances, in particular, whether successful development and commercial exploitation, or alternatively sale, of the respective areas of includes estimates and interest will be achieved. This 29 judgements about commodity prices, ore reserves (note 3(g)), exchange rates, future capital requirements, future operational performance and the timing of estimated cash flows. Changes in these estimates and assumptions could impact on the amount and probability of estimated taxable profits and accordingly the recoverability of deferred tax assets. The Company and its Australian subsidiaries are part of an income tax consolidated group under the Australian Tax Laws. (s) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities which are disclosed as operating cash flows. (t) Earnings Per Share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting profit or loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprises convertible notes and share options granted to employees, Directors, consultants and other third parties. (u) Segments The consolidated entity has identified its operating segments to be its Australian interests and its Northern African interests, based on the different geographical regions and the similarity of assets within those regions. This is the basis on which internal reports are provided for assessing performance and determining the allocation of resources within the consolidated entity. to management A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those segments operating in other economic environments. Segment information is presented only in respect of the Group’s geographical segments, being Australia and Northern Africa, which is the basis of the Group’s internal reporting. (v) Financial Risk Management The Group’s activities expose it to the following risks from the use of financial instruments: Credit Risk The risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from short term cash investments. Liquidity Risk The risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages this exposure by targeting to have sufficient cash financing facilities available on demand to meet planned expenditure for a minimum period of 45 days (refer note 13 for detail on available financing facilities). Market Risk The risk that changes in foreign exchange rates and interest rates will affect the Group’s income or value of its holdings of financial instruments. The Group may enter into commodity derivatives, foreign exchange derivatives and may also incur financial liabilities (debt), in order to manage market risks. All such transactions are carried out within Board approved limits. The Group’s financial risks are managed primarily by the Chief Executive Officer, including external consultation advice as required, as a part of the day-to-day management of the Group’s affairs. Finance and risk reporting is a standard item in the report presented at each Board meeting. Capital Management The Board seeks to maintain a strong capital base sufficient to maintain the future development of the Group’s business. The Board closely monitors the Group’s level of capital so as to ensure it is appropriate for the Group’s planned level of activities. There were no changes to the Group’s approach to capital management during the year. (w) Government Grants Government grants relating to costs are deferred and recognised in profit and loss over the period necessary to match them with the costs that they are intended to compensate. (x) Research and Development Tax Incentive To the extent that research and development costs are eligible activities, under the “Research and Development Tax Incentive” programme, a refundable tax offset is available for companies with annual turnover of less than $20 million. The Group recognises, where it is possible to reliably estimate, refundable tax offsets in the financial year as an income tax benefit in profit or loss, resulting from the monetisation of available tax losses that otherwise would have been carried forward. (y) Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated 30 useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. Other expenses The consolidated entity has elected not to recognise a right-of- use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. (z) Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the interest method. The carrying amounts are effective remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. 4. Revenue, Other Income and Expenses Revenue and other income Revenue from contracts Government grant income1 Other income2 Total revenue and other income 2021 $000’s 40 - - 40 2020 $000’s 67 150 268 485 1. Represents Cashflow Boost and refundable R&D tax incentive income. 2. Includes insurance proceeds of $248,636 during 2020. Revenue from contracts Revenue recognised over time Revenue recognised at a point in time Total revenue Revenue from contracts Revenue recognised over time Revenue recognised at a point in time Total revenue 31 December 2021 Service Income $000’s - - - Exit Fee $000’s Total $’000’s - 40 40 - 40 40 31 December 2020 Service Income $000’s 67 - 67 Data Fee $000’s Total $’000’s - - - 67 - 67 Corporate Administration and Marketing Costs Legal, Accounting, Community Relations and Other Consultants ASX fees, Share Registry and AGM Costs Other Total other expenses 5. Auditor’s Remuneration Grant Thornton Audit Pty Ltd Audit and review of financial reports Non-audit services Total auditor’s remuneration 6. Finance Income and Costs Finance income Interest income Total finance income Finance costs Interest on borrowings Interest on lease liabilities Unwind of discount on mine rehabilitation provision Amortisation of borrowing costs Facility fees Other borrowing costs Total finance costs 7. Cash and Cash Equivalents Cash on hand Bank balances Short-term deposits1 Total cash and cash equivalents 2021 $000’s 262 2020 $000’s 580 409 80 4 755 320 75 15 990 2021 $ 87,749 8,800 96,549 2020 $ 91,000 25,000 116,000 2021 $’000 8 8 2021 $’000 2,925 2 124 25 84 9 3,169 2021 $’000 1 30 5,690 5,721 2020 $’000 20 20 2020 $’000 2,665 4 41 15 78 9 2,812 2020 $’000 2 103 5,340 5,445 1. Represents cash on deposit to support environmental rehabilitation bonds, office lease (which expired on 30 April 2021) and minor credit card facilities. $5.67 million supports the environmental rehabilitation bond over Mining Lease 6229 required by the South Australian Government. The company may opt to refinance its cash backed bank guarantee facility with the Commonwealth Bank of Australia (CBA) to a debt arrangement. The company reinvests the funds held in this term deposit for no more than 3 months at a time with the short-term potential of this refinancing option. 8. Inventories Non-current Raw materials and consumables Total inventories at the lower of cost and net realisable value 9. Trade and Other Receivables Trade receivables Accrued interest receivable Other receivables (including GST refund) Total trade and other receivables 2021 $’000 2020 $’000 284 284 2021 $’000 24 1 13 38 353 353 2020 $’000 17 1 32 50 31 10. Property, Plant and Equipment Assets held for sale - current At cost Less impairment Total assets held for sale Property, plant and equipment - non-current Freehold land At cost Total freehold land1 Buildings and other infrastructure At cost Less accumulated depreciation Total buildings and other infrastructure1 Right-of-use Assets At cost Less accumulated depreciation Total Right-of-use Assets Plant and Equipment At cost Less accumulated impairment Less accumulated depreciation Total plant and equipment1 Total property plant and equipment 2021 $’000 6 - 6 2021 $’000 3,460 3,460 126 (125) 1 288 (272) 16 2020 $’000 811 (121) 690 2020 $’000 3,460 3,460 126 (124) 2 288 (222) 66 56,919 (14,219) (39,687) 3,013 6,490 57,470 (14,219) (39,410) 3,841 7,369 1. The Directors have considered the recoverable amount of property, plant and equipment based on available market information for comparable assets and the expected future use of these assets as the Company moves towards approval of a mining licence for the Bird in Hand Gold Project. Movements in carrying amounts Property, plant and equipment - non-current Opening carrying amount 1 Jan 2021 Additions Disposals Assets impaired Depreciation and amortisation Foreign currency movement Carrying amount at 31 Dec 2021 Property, plant and equipment - non-current Opening carrying amount 1 Jan 2020 Recognition upon first time adoption of AASB 16 Additions Disposals Revaluation (Adelaide Office Lease) Transfers Reclassification of Critical Spares Depreciation and amortisation Foreign currency movement Carrying amount at 31 Dec 2020 Freehold land $'000 3,460 - - - - - 3,460 Freehold land $'000 4,271 - - - - (811) - - 3,460 Buildings & other infrastructure $'000 2 - - - (1) - 1 Buildings & other infrastructure $'000 4 - - - - - (2) - 2 Plant and equipment $'000 3,841 14 (10) (79) (747) (6) 3,013 Plant and equipment $'000 4,105 - - - - 136 (389) (11) 3,841 Rights-of-use Assets $'000 66 - - - (50) - 16 Rights-of-use Assets $'000 221 - - - (55) - (90) (10) 66 Total $'000 7,369 14 (10) (79) (798) (6) 6,490 Total $'000 8,601 - - - (55) (811) 136 (481) (21) 7,369 32 11. Exploration and Evaluation Assets Exploration and evaluation At cost Additions Foreign currency movement Total exploration and evaluation Exploration and evaluation projects by location Tala Hamza Zinc Project (Terramin 65%) Adelaide Hills (Terramin 100%)1, 2 Bird in Hand Gold (Terramin Exploration 100%) South Gawler Ranges (Menninnie Metals 100%)3 Total exploration and evaluation 2021 $’000 2020 $’000 63,252 512 49 63,813 2021 $’000 41,092 2,087 14,860 5,774 63,813 64,987 1,312 (3,047) 63,252 2020 $’000 41,043 2,020 14,509 5,680 63,252 1. The Company has entered into an agreement with respect to the Kapunda Project, over which the Company has a current Exploration Licence. In December 2019, the Company entered into an agreement for Environment Copper Recovery Pty Ltd (ECR) to earn, in two stages, up to 75% of the rights over metals which may be recovered via in-situ recovery (ISR) contained in the Kapunda deposit, after entering into a binding term sheet in August 2017 (ASX Announcement issued 2 August 2017: New Copper Joint Venture Development). In 2020, ECR completed $2.0 million expenditure to earn 50% interest and elected to spend a further $4.0 million to earn an additional 25%. During the period, ECR received government approval and appropriate land access enabling it to commence on-site testing of the ISR. The expenditure by ECR on the project is not reflected in the accounts of the Company, however will contribute to the minimum expenditure obligations under the terms of the Exploration License. 3. 2. The Company entered into an earn-in arrangement with Freeport Exploration Australia Pty Ltd (Freeport) in 2019 in respect of the Wild Horse project. Newmont Australia Pty Ltd, a wholly-owned subsidiary of Newmont Mining Corporation, (Newmont) completed the acquisition of Freeport’s Australian operations during the year, including the Wild Horse project. In 2019, the Company entered into an earn-in arrangement with Freeport in respect of the South Gawler Ranges Project. During the year, Newmont completed the acquisition of Freeport’s Australian operations, including the South Gawler Ranges Project earn-in arrangement, and subsequently withdrew from the project. The Company engaged Discovery Capital Partners to manage the process of divesting the Company’s interest in the South Gawler Ranges Project. Subsequent to the reporting date the Company executed a A$10.5 million exploration agreement with JOGMEC. 12. Trade and Other Payables Trade payables Other payables and accrued expenses Payables and accrued interest on borrowings Total trade and other payables 2021 $’000 708 576 8,191 9,475 2020 $’000 676 445 5,254 6,375 Trade and other payables are normally non-interest bearing and are settled on 30 days end of month terms. 13. Loans and Borrowings Current liabilities Lease liabilities1 Loans - secured2 Total current borrowings Non-current liabilities Lease liabilities1 Total non-current borrowings 2021 $’000 16 25,593 25,609 - - 2020 $’000 53 23,332 23,385 14 14 Finance Facilities Financing facilities Loan facilities - available Loan facilities - drawn Less: unamortised transaction costs Carrying amount at 31 December Guarantee facility Guarantee facility – available3 Guarantee facility - undrawn Guarantee facility - drawn 2021 $’000 25,894 25,594 (1) 25,593 5,665 - 5,665 2020 $’000 23,344 23,344 (12) 23,332 5,315 - 5,315 1. Under AASB 16 lease liabilities represent finance and operating leases, and unwind as lease payments are made. 2. At reporting date, the Group had drawn down $25.59 million of $25.89 million available to the Company in respect of two loan facilities provided by Asipac. Interest is fixed at a base rate of 12%, payable upon termination date. The facilities have a term expiring 30 April 2022. 3. The $5.7 million environmental rehabilitation bond required by the South Australian Government over Mining Lease 6229 continued to be supported by a cash backed Commonwealth Bank of Australia (CBA) bank guarantee. The carrying value of plant and equipment and mining property subject to finance loans and hire purchase contracts at 31 December 2021 was $0 (2020: $0). Assets under hire purchase contracts are pledged as security for related finance loans & hire purchase liabilities. Under the terms of the $6.0 million Bird in Hand facility (BIH Facility) and $19.89 million Standby facility (Standby Facility) provided to Terramin Exploration Pty Ltd, the following first ranking securities have been granted to Asipac: a real property mortgage over land acquired at Bird in Hand, a general security interest over all the assets of Terramin Exploration Pty Ltd and a specific security over the shares of Terramin Exploration Pty Ltd. All security interests will be discharged upon repayment of all amounts due under the BIH Facility. 14. Provisions Current Employee benefits Landholder compensation1 Total current provisions Non-current: Employee benefits Mine rehabilitation2 Total non-current provisions 2021 $’000 105 60 165 12 5,617 5,629 Employee Benefits $’000 Mine Rehabilitation $’000 Landholder Compensation $’000 2020 $’000 89 - 89 33 5,476 5,509 Total $’000 At 1 January 2021 Increases in provisions Paid during the period At 31 December 2021 122 36 (41) 117 5,476 141 - 5,617 - 5,598 237 (41) 60 - 60 5,794 1. The landholder compensation provision is recognised for the value of compensation awarded to a landholder as a result of an Algerian court decision on 19 January 2022. 2. The mine rehabilitation provision is recognised for the estimated cost of rehabilitation, decommissioning, restoration and long-term monitoring of areas disturbed during operation of the Angas Zinc Mine up to reporting date but not yet rehabilitated. 33 The mine rehabilitation provision is based on current cost estimates and has been determined on a discounted basis with reference to current legal requirements and technology. The provision has been calculated using a 1.35% risk-free discount rate (2020: 0.37%). The share based payment reserve is used to recognise the value of equity-settled share-based payment transactions, including employees and KMP, as part of their remuneration. During the 2021 reporting period no options or share rights were granted to employees, including KMP’s (2020: NIL). The rehabilitation is expected to occur following the processing of ore from the Bird in Hand Gold Project (subject to regulatory approvals). 15. Issued capital (a) Ordinary shares The holders of ordinary shares are entitled to one vote per share at meetings of the Company and participation in dividends declared. All issued shares are fully paid. (b) Detailed table of capital issued during the year 2,116,562,720 (2020: 2,116,562,720) 2021 $’000 2020 $'000 229,676 229,676 (5,745) (5,745) 223,931 223,931 Date of Issue Number of Ordinary Shares on issue 2,116,562,720 2,116,562,720 Date of Issue Number of Ordinary Shares on issue 2,116,562,720 2,116,562,720 Issue Price $ Issue Price $ Share Capital $'000 223,931 223,931 223,931 Share Capital $'000 223,950 223,950 (19) 223,931 Ordinary shares Share issue costs Total issued capital Type of Share Issue At 1 Jan 2021 At 31 Dec 2021 Issued Capital Type of Share Issue At 1 Jan 2020 At 31 Dec 2020 Share issue costs Issued Capital 16. Reserves (a) Foreign currency translation reserve Foreign currency translation reserve 2021 $’000 2020 $'000 Balance at the beginning of the year (9,311) (6,237) Adjustment arising on translation into presentation currency Balance at the end of the year 32 (9,279) (3,074) (9,311) The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. (b) Share based payments reserve Share based payments reserve Balance at the beginning of the year Options value lapsed during the year Options value vested during the year Balance at the end of the year 2021 $'000 195 - - 195 2020 $'000 298 (103) - 195 Total reserves (9,084) (9,116) The 10,000,000 options granted to, Mr Richard Taylor, the former CEO, in 2018 were valued in accordance with the Black Scholes valuation methodology. Mr Richard Taylor stepped down as CEO of the Company in July 2020 prior to tranches 3 and 4 (representing 5,000,000 options) of Mr Taylor’s 10,000,000 options vesting, which therefore lapsed. 17. Non-controlling Interest Balance at the beginning of the year Share of movement in net assets Balance at the end of the year 2021 $’000 2020 $'000 13,265 13,365 (131) (100) 13,134 13,265 Movement in non-controlling interest in 2021 relates to the 35% minority interest (ENOF 32.5% and ORGM 2.5%) in exploration and evaluation costs for the Tala Hamza Zinc Project funded directly by the Group through its 65% shareholding in WMZ. During 2021, the Group funded approximately $0.3 million (2020: $0.3 million) of exploration and evaluation costs in WMZ, of which ENOF and ORGM are entitled to $0.1 million (2020: $0.1 million) being (35%). The remainder of the movement is in relation to foreign exchange changes. A total of 35% of all assets contributed to WMZ by the Group effectively accrue to ENOF and ORGM for nil consideration (other than forming part of the Group’s 65% earn-in) and has therefore been included in movement in net assets attributable to the non-controlling interest. Refer to note 23 for further disclosures with respect to material non- controlling interests. 18. Income Tax Expense Prima facie tax benefit on loss before income tax at 30% (2019: 30%) Decrease in income tax benefit due to: (Deductible)/non-deductible items Deferred tax asset not brought to account 2021 $'000 2020 $'000 (1,780) (1,617) 98 65 (1,682) (1,552) Research and development tax concession received - - Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit 183,409 176,734 55,023 53,020 The applicable weighted average effective tax rates for the reporting period are: 27% 29% The Company is part of an Australian Tax Consolidated Group. The Australian Tax Consolidated Group has potential deferred tax assets of $55.0 million (2020: $53.0 million). These have not been brought to account because the Directors do not consider the realisation of the deferred tax asset as probable. 34 The benefit of these tax losses will be obtained if: a. the Australian Tax Consolidated Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be realised; b. the Australian Tax Consolidated Group can comply with the conditions for deductibility imposed by tax legislation; and c. no changes in the income tax legislation adversely affect the Australian Tax Consolidated Group in realising the benefit from the deduction of the loss. In order to utilise the benefit of the tax losses, an assessment will need to be undertaken with regards to the continuity of ownership or same business tests. 19. Cash Flow Information Reconciliation of cash flow from operations with loss from ordinary activities after income tax: Loss for the period Adjustment for: Depreciation and amortisation Non-cash inventory movements Share-based payment transactions (other) Amortisation of borrowing costs Impairment of non-current assets Mine rehabilitation provision - change in assumptions (including discount unwind and cost revision) Change in operating assets and liabilities: As Decrease/(increase) in trade and other receivables Decrease/(increase) in prepayments (Decrease)/increase in payables and accruals (Decrease)/increase in provisions 2021 $’000 2020 $'000 (6,307) (5,391) 798 (26) - 12 87 141 (102) 325 2,890 54 481 - (103) 15 121 596 (342) 309 2,775 (44) Cashflow (used in) operating activities (2,128) (1,583) 20. Related Parties (a) Key management personnel compensation Summary of Key Management Personnel (KMP) compensation: Short-term employee benefits Long-term employee benefits Post-employment benefits Termination benefits Share-based payments Total KMP compensation 2021 $ 664,370 9,140 45,630 - - 2020 $ 673,123 (19,591) 37,507 - (103,489) 719,140 587,550 The amounts disclosed in the table are the amounts recognised as an expense during the reporting year related to KMP. Amounts paid to KMP from prior years have been excluded from this table. (b) Other transactions with related parties The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year. Entities with significant influence over the Group At 31 December 2021, Asipac owned 39.07% of the ordinary shares in Terramin (2020: 39.07%) and is controlled by Mr Sheng who is the Executive Chairman of the Company. Mr Siciliano is the Chief Financial Officer of Asipac. Asipac has had the following transactions during the year: Asipac Group Borrowings as at 1 January Loans advanced during the year Loan repayments in the year Borrowings as at 31 December Related Party Transactions Loan facility fees paid Loan facility fees incurred Interest paid Interest incurred Related Party Balance Amounts owed at year end 2021 $’000 23,344 2,250 - 25,594 - 13 - 8,191 2020 $’000 21,514 1,830 - 23,344 - 28 - 5,205 8,204 5,233 Terms and conditions of transactions with related parties The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. During 2021, the Company and its subsidiary Terramin Exploration Pty Ltd entered into an agreement with major shareholder Asipac Group Pty Ltd to amend and restate its Finance Facility Agreements, including extending the term of the Facility. After the reporting date, the Asipac Finance Facility term has been further extended until 30 April 2022. Based on a prior period agreement and continues under the terms of the current agreement, Asipac waived refinancing and marketing fees, along with the right to negotiate an offtake agreement for Bird in Hand Gold Project, in return for a 3% NSR royalty on gold production from Bird in Hand Gold Project. In the event that Bird in Hand Gold Project production is less than 500koz the royalty shall extend to Terramin’s wholly owned South Australian gold tenements until a total of 500koz is reached. 21. Financial Instruments The Group is exposed to market risk in the form of commodity price risk, foreign currency exchange risk and interest rate risk. The carrying value of the financial assets and liabilities of the Group, together with the equity and profit or loss impact during the period (if any), that are affected by market risk are categorised as follows: Financial Instruments Note 2021 $'000 2020 $'000 Current Cash and cash equivalents Trade and other receivables Trade and other payables Financial liabilities at amortised cost Total current financial instruments 7 9 12 13 5,721 38 (9,475) (25,594) (29,310) 5,445 50 (6,375) (23,344) (24,224) Fair value The fair values of the financial assets and liabilities of the Group are equal to the carrying amount in the accounts (as detailed previously). In the case of loans and borrowings it is considered that the variable rate debt and associated credit margin is in line with current market rates and therefore is carried in the accounts at fair value. 35 22. Financial Risk Management The Group’s principal financial liabilities comprise loans and trade and other payables. The main purpose of these financial instruments is to finance the Group’s operations. The Group has various financial assets such as accounts receivable and cash and short-term deposits, which arise directly from operations. The Group manages its exposure to key financial risks in accordance with the Group’s risk management policy. The objective of the policy is to support the delivery of the Group’s financial targets while protecting future financial security. The main risks that could adversely affect the Group’s financial assets, liabilities or future cash flows are market risks, comprising commodity price risk, currency risk, interest rate risk, credit risk and liquidity risk. The Group’s senior management oversees the management of financial risks. The Group’s senior management is supported by the Audit, Risk and Compliance Committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The Audit, Risk and Compliance Committee provides assurance the Group’s senior management that the Group’s financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Group policies and the Group’s risk appetite. to All derivative activities for risk management purposes are carried out by management that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes shall be undertaken. At this stage, the Group does not currently apply any form of hedge accounting. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below. 1. Market Risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: commodity price risk, interest rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, deposits, accounts receivable, accounts payable, accrued liabilities and derivative financial instruments. The Company currently has no commodity price risk. (a) Currency risk The Group is exposed to foreign currency risk on purchases and cash at bank which are denominated in a currency other than AUD. The currencies giving rise to this are primarily USD, Euros (EUR) and Algerian Dinar (DZD). The Group does not enter into derivative financial instruments to hedge such transactions denominated in a foreign currency. No amount was recognised in the statement of profit or loss and other comprehensive income during the current year (2020: $nil). The Group’s exposure to foreign currency risk at reporting date was as follows: In AUD thousand equivalent Cash at bank Trade receivables Trade payables Gross exposure 31 December 2021 EUR USD DZD 31 December 2020 EUR USD DZD - - - - - - (9) (9) 3 5 (62) (54) - - (40) (40) - - (29) (29) - - - - following exchange rates applied The Consolidated Statement of Financial Position: for the Group Currency Exchange Rates Currency 2021 2020 Year-end rates used for the consolidated statement of financial position, to translate the currencies into AUD, are: USD EUR DZD 0.72 0.64 0.77 0.62 100.56 100.91 Sensitivity Analysis Sensitivity to fluctuations in foreign currency rates is based on outstanding monetary items at 31 December 2021 which are denominated in a foreign currency. Holdings exposed to currency risk at the end of the period are minimal. (b) Interest rate risk The Group has an exposure to future interest rates on investments in variable-rate securities and variable-rate borrowings. The Group does not use derivatives to mitigate these exposures. The Group’s exposure to interest rate risk and effective weighted average interest rates are as follows: Net Financial Assets (Liabilities) 2021 Cash1 Restricted cash Short-term deposits1 Finance lease liabilities Loans2 Total (Net) Net Financial Assets (Liabilities) 2020 Cash1 Restricted cash Short-term deposits1 Finance lease liabilities Loans2 Total (Net) Effective interest rate 0.00% 0.00% 0.15% 14.50% 12.00% Effective interest rate 0.00% 0.00% 0.14% 14.50% 12.00% Total $’000 31 5 5,685 - (25,594) (19,873) Total $’000 105 5 5,335 - (23,344) (17,899) Floating Int rate $’000 31 5 5,685 - - Fixed interest rate - - - (25,594) 5,721 (25,594) Floating Int rate $’000 105 5 5,335 - - Fixed interest rate - - - (23,344) 5,445 (23,344) Includes AUD and USD denominated balances. 1. 2. The facilities have an expiry date of 30 April 2022. The interest rate is 12%. Sensitivity analysis The Group has interest bearing liabilities with the Asipac Group which may be varied. The following table interest repayments to a reasonably possible change in interest of +/- 1% (2020: +/- 1%): illustrates the sensitivity of . Interest Rate Sensitivity Loans - 31 December 2021 Loans - 31 December 2020 $’000 +1% (256) (233) $’000 -1% 256 233 36 2. Credit risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: Credit risk exposure - assets Note Trade and other receivables Cash assets Total financial assets 9 7 2021 $’000 38 5,721 5,759 2020 $’000 50 5,445 5,495 The Group’s maximum exposure to credit risk for loans and receivables at the reporting date by geographic region was: Credit risk exposure – loans and receivables Australia USA Other Total trade and other receivables Note 9 2021 $’000 38 - - 38 2020 $’000 50 - - 50 3. Liquidity risk The contractual maturities of financial liabilities, including estimated interest payments: Total non-derivative financial liabilities 35,069 (43,240) (43,240) 2021 Non-derivative financial liabilities Trade and other payables Loans - secured Finance lease liabilities Note 12 13 28(b) 2020 Non-derivative financial liabilities Trade and other payables Loans - secured Finance lease liabilities Note 12 13 28(b) Carrying amount1 $'000 Contractual cash flows2 $'000 6 months or less3 $'000 6-12 Months3 $'000 1-2 years3 $'000 2-5 years3 $'000 More than 5 years3 $'000 9,475 25,594 - (9,475) (9,475) (33,765) (33,765) - - - - - - - - - - - - - - - - - - Carrying amount1 $'000 Contractual cash flows2 $'000 6 months or less3 $'000 6-12 Months3 $'000 1-2 years3 $'000 2-5 years3 $'000 More than 5 years3 $'000 6,375 (6,375) (6,375) 23,344 (28,577) (28,577) - - - - - - - - - - - - - - - - - - - Total non-derivative financial liabilities 29,719 (34,952) (34,952) 1. Represents amounts reflected in the statement of financial position as at 31 December. 2. Represents total loan principal, accrued interest and accrued fees payable as at 31 December. 3. Represents schedule of payments of loan principal, accrued interest and accrued fees in accordance with specified time bands. 23. Controlled Entities Country of incorporation 2021 2020 Percentage Name Parent Entity Terramin Australia Limited Subsidiaries of parent entity Menninnie Metals Pty Ltd Western Mediterranean Zinc Spa Terramin Spain S.L. Terramin Exploration Pty Ltd Australia Australia Algeria Spain Australia 100% 65% 100% 100% Subsidiary with material non-controlling interests The Group includes one subsidiary, Western Mediterranean Zinc Spa, with material Non-Controlling Interests (‘NCI’): Name Proportion of Ownership Interests & Voting Rights held by the NCI Profit/(Loss) Allocated to NCI Accumulated NCI Western Mediterranean Zinc Spa 35% 35% (131) (100) 13,134 13,265 31-Dec-21 31-Dec-20 31-Dec-21 31-Dec-20 31-Dec-21 31-Dec-20 100% 65% 100% 100% 37 Summarised financial information for Western Mediterranean Zinc Spa, before intragroup eliminations, is set out below: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Revenue Loss for the year Other comprehensive income for the year (all attributable to owners of the parent) Total comprehensive loss for the year Net cash (used in) operating activities Net cash used in investing activities Net cash from financing activities Net cash (outflow) Cash Balance as at 31 December 24. Segment Reporting 2021 $'000 10 41,121 41,131 135 - 135 2021 $'000 - (372) - (372) (320) 320 - - 3 2020 $'000 10 41,104 41,114 88 10 98 2020 $'000 - (280) - (280) (226) 201 - (25) 3 For management purposes, the Group is organised into business units based on geography and has two reportable operating segments: a. Australia - explores, develops and mines zinc, lead and gold deposits b. Northern Africa - developing a zinc deposit No operating segments have been aggregated to form the above reportable operating segments. Australia Northern Africa Consolidated External customers Total Other Income Results Raw materials, consumables and other direct costs Employee benefits & share based payments expense Depreciation and amortisation Exploration and evaluation expensed Impairment of inventories and property, plant and equipment Assets held for sale impairment Profit or loss on disposal of inventories Profit or loss on disposal of property, plant and equipment Profit or loss on disposal of assets held for sale Mine rehabilitation obligation expense Other expenses Net finance costs (Loss) before income tax Income tax expense 2021 $'000 40 40 (446) (737) (772) - (87) - (16) 3 14 (18) (755) (3,161) (5,935) - 2020 $'000 485 485 (361) (326) (451) - - (121) - - - (555) (990) (2,792) (5,111) - (Loss) for the year for the operating segment (5,935) (5,111) (Loss) for the year attributable to non-controlling interest (Loss) for the year attributable to equity holders of the Company Operating assets Operating liabilities Other disclosures Capital expenditure1 - (5,935) 35,343 40,743 - (5,111) 36,129 35,274 526 1,311 2021 $'000 2020 $'000 - - - - - - - - (26) (346) (30) (250) - - - - - (372) - (372) (131) (241) - - - - - - - - (280) - (280) (100) (180) 41,131 41,114 135 - 98 - 1. Capital expenditure consists of additions of property, plant and equipment, and exploration and evaluation assets. 2021 $'000 40 40 (446) (737) (798) (346) (87) - (16) 3 14 (18) (755) (3,161) (6,307) - (6,307) (131) (6,176) 76,474 40,878 2020 $'000 485 485 (361) (326) (481) (250) - (121) - - - (555) (990) (2,792) (5,391) - (5,391) (100) (5,291) 77,243 35,372 526 1,311 38 Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and measured consistently with operating profit or loss in the consolidated financial statements. There are no transactions other than cash funding between reportable segments. 25. Share Based Entitlements and Payments The Group uses share options and share rights to provide incentives to Directors, employees and consultants. The Board, upon the recommendation of senior management, has discretion to determine the number of options to be offered to Eligible Employees (as that term is defined by the EOP) and the terms upon which they are offered, including exercise price and vesting conditions. During the calendar year 2018, 10,000,000 options were granted to the Group’s former CEO, Mr Richard Taylor. Details of the options granted to the CEO are summarised in the notes that follow. No options were granted to KMP’s during the calendar year 2021. Mr Richard Taylor stepped down as CEO of the Company during 2020 prior to tranches 3 and 4 (representing 5,000,000 options) of Mr Taylor’s 10,000,000 options vesting, and therefore forfeited. The options outstanding at 31 December 2021 have a weighted average contractual life of 3.0 years (2020: 3.0 years). A balance of 5,000,000 options were outstanding for the Group at 31 December 2021. (a) Number and weighted average exercise prices of share options Outstanding at 1 January Granted during the period Exercised during the period Forfeited during the year Outstanding at 31 December Exercisable at 31 December Weighted average exercise price 2021 $0.225 Number of options 2021 5,000,000 $0.00 $0.00 $0.00 $0.225 $0.225 - - - 5,000,000 5,000,000 Weighted average exercise price 2020 $0.293 $0.00 $0.00 $0.360 $0.225 $0.225 Number of options 2020 10,000,000 - - (5,000,000) 5,000,000 5,000,000 (b) Options exercised during the year There were not options exercised during the reporting period (2020: Nil). (c) Table of share options movement for the Group at 31 December 2021 Expiry Date Opening balance 1 January 2021 Granted during the period Forfeited during the period Closing balance 31 December 2021 Number of options 5,000,000 - - 5,000,000 (d) Table of share options movement for the Group at 31 December 2020 Expiry Date Opening balance 1 January 2020 Granted during the period Forfeited during the period Closing balance 31 December 2020 Number of options 10,000,000 - (5,000,000)- 5,000,000 Options expense this year $'000 195 - - 195 Options expense this year $'000 298 - (103) 195 Total option value $'000 195 - - 195 Total option value $'000 371 - (176) 195 39 26. Employee Option Plan (a) Current Options No options were granted, exercised or lapsed during the reporting period. (b) Employee Incentive Plan Terramin has established an Employee Incentive Plan. Shares are allotted to employees under this Plan at the Board’s discretion. The following options are currently on issue: Balance as at 1 January 2021 Granted during the financial year1 No. of Options on issue 5,000,000 - Exercise Price $0.2252 $0.00 Fair Value $’000 195,000 - Balance as at 31 December 2021 5,000,000 $0.225 195,000 Lapsed during the financial year - $0.000 - Balance as at 31 December 2021 5,000,000 $0.2252 195,000 1. 2. Share Based Payments expense is recognised over the vesting period on a pro-rata basis from the grant date. Represents the weighted average exercise price Total fair value at grant date1 Number of securities issued Exercise price Volatility Term Risk free rate Tranche A Vested Dec-21 $104,750 2,500,000 $0.20 80% 3 years 2.10% Tranche B Vested Dec-21 $90,250 2,500,000 $0.25 80% 3 years 2.10% 1. Options were granted on 2 August 2018. The fair value of options issued is calculated using the Black- Scholes Option Pricing Model. 27. Earnings per Share (a) Basic earnings per share The calculation of basic earnings per share at 31 December 2021 was based on the net loss attributable to owners of the Company of $6.2m (2020: $5.3m) and a weighted average number of ordinary shares outstanding during the year ended 31 December 2021 of 2,116,562,720 (2020: 2,116,562,720), calculated as follows: Net loss for the year attributable to the owners of the Company Ordinary shares on issue Weighted average number of shares 2021 $’000 (6,176) 2020 $’000 (5,291) 2,116,562,720 2,116,562,720 2,116,562,720 2,116,562,720 28. Commitments and Contingencies There are contractual commitments at the reporting date as follows: (a) Minimum expenditure on exploration tenements of which the Group has title In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum exploration work to meet minimum expenditure requirements. These obligations are subject to renegotiation and may be farmed out or relinquished. These obligations are not provided for in the parent entity financial statements. Adelaide Hills fold belt tenements had an amalgamated minimum expenditure of $2.32 million (representing a portion of the total minimum expenditure) over 1 year expiring on 30 June 2021, which was reduced to $0.58 million, on a pro-rata basis ($2.32 million x 25%), following the 12 month Covid-19 Exploration Expenditure Waiver announced by the Minister for Energy and Mining on 2 April 2020. The Amalgamated Expenditure Agreement is currently under review, with an application in place to reduce the 2 year expenditure commitment to $0.97 million. This revised amount will bring the agreement in line with the requirements of the updated South Australian Mining Act. The Wild Horse and Ulooloo tenements are excluded from the Adelaide Hills fold belt amalgamated minimum expenditure arrangement. A renewal application for the Wild Horse tenement is currently being assessed by the South Australian Department for Energy and Mining and, pending approval, the minimum expenditure will be $75,000 over 1 year, and is currently subject to an application for renewal. The minimum expenditure for the Ulooloo tenement is $40,000 over 1 year expiring on 18 December 2021, and currently subject to an application for renewal. South Gawler Ranges Project tenements had an amalgamated minimum expenditure of $1.5 million (represents a portion of the total minimum expenditure) over 2 years expiring on 3 July 2021, which was reduced to $0.75 million, on a pro-rata basis ($1.5 million x 50%), following the 12 month Covid-19 Exploration Expenditure Waiver announced by the Minister for Energy and Mining on 2 April 2020. The Amalgamated Expenditure Agreement is currently under review. The minimum expenditure on a tenement is subject to change at the end of a five year term from when the tenement was granted. (b) Lease commitments Basic earnings per share (cents) (0.29) (0.25) All finance leases were fully repaid during 2020. (b) Diluted earnings per share The calculation of diluted earnings per share does not include potential ordinary shares on issue as to do so would have the effect of reducing the amount of the loss per share. Therefore, the diluted earnings per share equates to the ordinary earnings per share. (c) Other commitments and contingencies Tala Hamza Zinc Project In February 2006, the Group signed a joint venture agreement in respect of the Tala Hamza Zinc Project with ENOF, an Algerian Government company involved in exploration and mining activities. The Company agreed to manage and finance the joint venture until a decision to mine is made. 40 Bird in Hand acquisition Terramin Exploration Pty Ltd agreed to purchase the Bird in Hand Gold Project from Maximus Resources Limited. Pursuant to a tenement sale and purchase agreement two further payments of $1 million each may become payable following approval of the Programme for Environmental Protection and Rehabilitation in respect of the Bird in Hand deposit and following the first shipment of mined gold respectively. A net smelter royalty will also become payable following the first shipment of mined gold. Consultancy fee Under the Technical Cooperation Agreement entered into with NFC up to an additional 8 million ordinary shares will be issued upon the Board of WMZ taking a decision to mine. Finder’s fee A second tranche of a finder’s fee is payable to a non-related party and linked to the commencement of commercial production from the first producing mine established on the Oued Amizour tenement covered by the Algerian joint venture agreement with ENOF. The amount payable will be US$62,500 which will be converted into the Australian Dollar equivalent at the time of the contingent payment in the future, as well as 100,000 unlisted options exercisable at 25 cents each within 3 years of date of issue. Asipac royalty On 28 October 2019, the Company and its subsidiary Terramin Exploration Pty Ltd entered into an agreement with major shareholder Asipac Group Pty Ltd to restructure its Facility Agreements. Under this agreement refinancing and marketing fees are waived, along with the waiver of the right to negotiate an offtake agreement for Bird in Hand Gold Project, in return for a 3% NSR royalty on gold production from Bird in Hand Gold Project. In the event that Bird in Hand Gold Project production is less than 500koz the royalty shall extend to Terramin’s wholly owned South Australian gold tenements until a total of 500koz is reached. South Gawler Ranges Project divestment In June 2021, the Company entered into an agreement with Discovery Capital Partners to act as advisors for the divestment of the Company’s interest in the South Gawler Ranges Project. Under this agreement, the Company has committed to pay Discovery Capital Partners a monthly advisory fee of $5,000 (excluding GST) and a success fee of $75,000 (excluding GST) on successful completion of the transaction. 29. Events After the Reporting Date There are no matters or circumstances that have arisen since the end of the year that have significantly affected or may significantly affect either the entities operations or state of affairs in future years or the results of those operations in future years, other than the Company: 1) reaching agreement with major shareholder, Asipac Group, to extend the term of the Finance Facilities from 31 January 2022 to 30 April 2022 (ASX Announcement on 28 January 2022: Finance Facility Update); 2) reaching agreement with Asipac Group to increase the limit of the Standby Facility from $19.89 million to 20.54 million to fund short-term working capital requirements (ASX Announcement on 24 February 2022: Finance Facility Update); 3) agreeing with its Algerian joint venture partners’ to formally endorse the Tala Hamza Zinc Project, enabling the Project to proceed to final regulatory approval (ASX Announcement on 7 March 2022: Tala Hamza Zinc Project – Development approved by Algerian Partners); and 4) entering into a joint venture agreement with JOGMEC in respect of the South Gawler Ranges Project (ASX Announcement on 15 March 2022: Terramin Executes A$10.5M Exploration Agreement with JOGMEC on South Gawler Ranges Project). 30. Parent Entity Disclosures As at, and throughout, the financial year ending 31 December 2021 the parent Company of the Group was Terramin Australia Limited. Result of the parent entity Loss for the period Other comprehensive income 2021 $’000 2020 $'000 (6,275) (8,465) - - Total comprehensive income for the period (6,275) (8,465) Financial position of parent entity Current assets Total assets Current liabilities Total liabilities Total equity of the parent entity comprising of: Share capital Share based payments reserve Accumulated losses Total equity 5,855 67,653 26,428 32,057 6,234 68,947 21,564 27,076 223,931 223,931 195 195 (188,530) (182,255) 35,596 41,871 Parent entity capital commitments for acquisition of property plant and equipment There are no capital commitments for acquisition of property, plant and equipment as at 31 December 2021. Parent entity guarantees subsidiaries The parent entity has not entered into a deed of Cross Guarantee with respect to its subsidiaries. in respect of debts of its 41 Tenement Information Terramin Australia Limited Tenement listing Title name and locations Angas - South Australia Bremer - South Australia 1 1 Cambrai - South Australia 1 Pfeiffer - South Australia 1 Tepko - South Australia Wild Horse - South Australia3 Licence number ML 6229 EL 5924 EL 6540 EL 6228 EL 6267 EL 5846 Licence area 87.97ha 348km2 89km2 154km2 778km2 462km2 Expiry date Interest Minimum expenditure 16/08/2026 100% Not applicable Application for renewal of licence lodged 26/10/2021 100% $1,680,000 over 3 years 12/10/2021 20/07/2022 100% $160,000 over 2 years 21/11/2022 100% $270,000 over 3 years 7/10/2023 100% $630,000 over 3 years 8/09/2021 100% $75,000 over 1 year 17/08/2021 Terramin Exploration Pty Ltd (100% Terramin) Tenement listing Title name and locations Licence number Licence area Bird in Hand Mineral Claim 1 Kapunda - South Australia 1 Lobethal - South Australia Mount Barker - South Australia 1 Mount Pleasant - South Australia 1 Mount Torrens - South Australia 1 Ulooloo – South Australia EL 6447 EL 6198 MC 4473 194.78ha 547km2 221km2 118km2 301km2 93km2 103km2 EL 6154 EL 6696 EL 6293 EL 6319 Application for renewal of licence lodged Expiry date Interest Minimum expenditure - 100% Not applicable 27/04/2023 100% $1,080,000 over 3 years 31/08/2024 100% $800,000 over 2 years 24/02/2023 100% $480,000 over 3 years 29/03/2026 100% $90,000 over 2 years 24/02/2024 100% $640,000 over 2 years 18/12/2021 100% $40,000 over 1 year 18/11/2021 Western Mediterranean Zinc Spa (65% Terramin) Tenement listing Title name and locations Oued Amizour - Algeria Licence number Licence area Expiry date WMZ Interest Minimum expenditure 6911 PEM 12,276ha 31/01/2018 100% Not applicable Menninnie Metals Pty Ltd (100% Terramin) Tenement listing Title name and locations Kolendo - South Australia 2, 3, 4 Menninnie - South Australia 2, 3, 4 Mt Ive - South Australia 2, 3, 4 Mt Ive South - South Australia2, 3, 4 Mulleroo - South Australia 2, 3, 4 Nonning - South Australia 2, 3, 4 Peltabinna – South Australia2, 3, 4 Tanner - South Australia2, 3, 4 2, 3, 4 Taringa - South Australia Thurlga - South Australia2, 3, 4 Unalla - South Australia 2, 3, 4 Licence number EL 6413 EL 5949 EL 6200 EL 6412 EL 5855 EL 5925 EL 6290 EL 6414 EL 6673 EL 6479 EL 6179 Licence area 208km2 101km2 214km2 394km2 210km2 312km2 637km2 354km2 988km2 951km2 155km2 Expiry date MMPL Interest Minimum expenditure Application for renewal of licence lodged 26/07/2024 100% $400,000 over 2 years 26/10/2021 100% $960,000 over 3 years 20/10/2021 20/06/2023 100% $300,000 over 3 years 19/06/2024 100% $280,000 over 2 years 19/09/2021 100% $150,000 over 3 years 30/11/2021 100% $720,000 over 3 years 11/12/2023 100% $270,000 over 3 years 31/07/2024 100% $260,000 over 2 years 20/02/2026 100% $300,000 over 2 years 08/09/2021 29/11/2021 27/11/2021 100% $480,000 over 2 years 28/09/2021 6/06/2023 100% $270,000 over 3 years 1. Subject to an amalgamated expenditure arrangement with the Department for Energy and Mining (DEM) (see note 28(a)) encompassing the Adelaide Hills tenements. 2. Subject to an amalgamated expenditure arrangement with the Department for Energy and Mining (DEM)) (see note 28(a)) encompassing the South Gawler Ranges tenements. 3. Newmont Australia Pty Ltd, a wholly owned subsidiary of Newmont Corporation (Newmont Australia), acquired the rights to the Wild Horse and South Gawler Ranges Earn-in Agreements during the period. 4. Newmont Australia Pty Ltd and Terramin agreed to terminate the South Gawler Ranges Earn-in Agreement with Terramin having commenced a marketing campaign to divest its interest in these tenements. 42 Reserves and Resources Terramin’s Mineral Resource and Ore Reserve estimates as at 31 December 2020 and 31 December 2021 are listed below. The Mineral Resource estimates are reported inclusive of Ore Reserve estimates. The totals and average of some reports may appear inconsistent with the parts, but this is due to rounding of values to levels of reporting precision commensurate with the confidence in the respective estimates. The complete JORC Code reports, including JORC Code Table 1 checklists, which detail the material assumptions and technical parameters for each estimate, can be found at https://www.terramin.com.au/ under the menu ‘ASX Announcements'. The JORC Code Competent Person statements for the 31 December 2021 estimates are included on pages 9 and 44 of this Annual Report. Terramin’s public reporting governance for mineral resources and ore reserves includes a chain of assurance measures. Firstly, Terramin ensures that the Competent Persons responsible for public reporting: • • • • are current members of a professional organisation that is recognised in the JORC Code framework; have sufficient mining industry experience that is relevant to the style of mineralisation and reporting activity, to be considered a Competent Person as defined in the JORC Code; have provided Terramin with a written sign-off on the results and estimates that are reported, stating that the report agrees with supporting documentation regarding the results or estimates prepared by each Competent Person; and have prepared supporting documentation for results and estimates to a level consistent with normal industry practices – which for JORC Code 2012 resources includes Table 1 Checklists for any results and/or estimates reported. The following tables set out the current Resource and Reserve position for the Company. Table of Resources – Lead Zinc Measured Resource Indicated Resource Inferred Resource Total Resources Terramin Interest (%) Tonnes (Mt) Zn (%) Pb (%) Tonnes (Mt) Zn (%) Pb (%) Tonnes (Mt) Zn (%) Pb (%) Tonnes (Mt) Zn (%) Pb (%) 2020 Tala Hamza Angas Sunter Menninnie Dam Total (100%) Total (Terramin share 2020) 2021 Tala Hamza1, 2 Angas4, 5 Sunter4, 6 Menninnie Dam7, 8 Total (100%) Total (Terramin share) 65 100 100 100 65 100 100 100 Table of Resources – Gold 44.2 0.66 0.13 44.99 29.53 44.2 0.66 0.13 44.99 29.53 5.54 4.68 5.70 5.53 5.20 5.54 4.68 5.70 5.53 5.20 1.44 1.81 2.31 1.45 1.45 1.44 1.81 2.31 1.45 1.45 8.9 0.25 0.24 7.7 17.09 13.98 8.9 0.25 0.24 7.7 17.09 13.98 4.0 2.8 2.9 3.1 2.16 3.46 4.0 2.8 2.9 3.1 2.16 3.46 0.7 1.3 1.2 2.6 1.57 1.77 0.7 1.3 1.2 2.6 1.57 1.77 53.0 0.91 0.38 7.7 61.99 43.44 53.0 0.91 0.38 7.7 61.99 43.44 5.3 4.2 3.8 3.1 4.62 4.87 5.3 4.2 3.8 3.1 4.62 4.87 1.3 1.7 1.6 2.6 1.47 1.54 1.3 1.7 1.6 2.6 1.47 1.54 Indicated Resource Terramin Interest (%) Tonnes (Kt) 2020 100 Bird in Hand - Total (100%) Total (Terramin share 2020) - 2021 Bird in Hand9, 10 Total (100%) Total (Terramin share) 100 - - 432 432 432 432 432 432 Au (g/t) 14.4 14.4 14.4 14.4 14.4 14.4 Ag (g/t) 7.56 7.56 7.56 7.56 7.56 7.56 Inferred Resource Tonnes (Kt) Au (g/t) Ag (g/t) Total Resources Tonnes (Kt) Au (g/t) Au (kOz) Ag (g/t) Ag (kOz) 220 220 220 220 220 220 9.2 9.2 9.2 9.2 9.2 9.2 2.4 2.4 2.4 2.4 2.4 2.4 650 650 650 650 650 650 12.6 12.6 12.6 12.6 12.6 12.6 265 265 265 265 265 265 5.8 5.8 5.8 5.8 5.8 5.8 122 122 122 122 122 122 43 Reserves and Resources (continued) Table of Resources – Copper Terramin Interest (%) Indicated Resource Cu Tonnes (%) (Mt) Inferred Resource Tonnes (Mt) 2020 Kapunda Total (100%) Total (Terramin share 2020) 2021 Kapunda11, 12, 13 Total (100%) Total (Terramin share) 100 - - 100 - - Table of Reserves – Lead Zinc Terramin Interest (%) Probable Reserve Zn (%) Tonnes (Mt) 2020 Tala Hamza Tatal (100%) Total (Terramin share 2020) 2021 Tala Hamza2, 3 Total (100%) Total (Terramin share) 65 - - 65 - - 25.9 25.9 16.8 25.9 25.9 16.8 6.3 6.3 6.3 6.3 6.3 6.3 47.4 47.4 47.4 47.4 47.4 47.4 Pb (%) 1.8 1.8 1.8 1.8 1.8 1.8 Cu (%) 0.25 0.25 0.25 0.25 0.25 0.25 Tonnes (Mt) 25.9 25.9 16.8 25.9 25.9 16.8 Total Resources Tonnes (Mt) Cu (%) 47.4 47.4 47.4 47.4 47.4 47.4 Total Reserve Zn (%) 6.3 6.3 6.3 6.3 6.3 6.3 0.25 0.25 0.25 0.25 0.25 0.25 Pb (%) 1.8 1.8 1.8 1.8 1.8 1.8 1. Resources for Tala Hamza (JORC 2004) are estimated at a cut off of 3% ZnEq. The Zinc Equivalence formula for Tala Hamza is %ZnEq = %Zn + 0.856 x %Pb and is based on long term predicted prices of Pb USD2,400/t and Zn USD2425/t and metal recoveries of Pb 62% and Zn 88%. 2. Tala Hamza Resources as at January 2018. The reserve is as at 29 August 2018. The reserve is based on the Underhand Drift and Fill mining method. Resources are inclusive of Reserves. 3. Reserve cut off grade at Tala Hamza is 4.5% ZnEq (JORC 2012). 4. Resources for Angas and Sunter (JORC 2004) are estimated at a cut off of 2% Pb+Zn. 5. Angas Resources as at 1 Jan 2013. Resources exclude oxide and transitional material. 6. Sunter Resources as at 29 November 2011. Resources exclude oxide and transitional material. 7. Resources for Menninnie Dam (JORC 2004) are estimated at a cut off of 2.5% Pb+Zn. 8. Menninnie Dam Resources as at 15 February 2011. Resources exclude oxide and transitional material. 9. Resources for Bird in Hand (JORC 2012) are estimated at a cut off of 1g/t Au. 10. Bird in Hand Resources as at 30 October 2018. 11. Resource for Kapunda (JORC 2012) estimated at a cut off of 0.05% Cu. Resource excludes primary sulphide material. 12. Kapunda Resource as at 12 February 2018. 13. Subject to terms of JV with Environmental Copper Recovery Pty Ltd announced 2 August 2017. JORC Competent Person Statement The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Mr Eric Whittaker (Tala Hamza, Menninnie, Angas and Kapunda Resources and Exploration Results) and Mr Dan Brost (Bird in Hand Resource), both being Competent Persons who are Members of The Australasian Institute of Mining and Metallurgy (AusIMM). Mr Whittaker was employed as the Regional Exploration Manager of Terramin Australia Limited and Mr Brost is a geologist consulting to Terramin. Mr Whittaker and Mr Brost have 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(s) as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Whittaker and Mr Brost consent to the inclusion in the report of the matters based on their information in the form and context in which it appears. The information in this report that relates to Ore Reserves is based on information compiled or reviewed by Mr Luke Neesham, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Neesham is Principal Mining Engineer for GO Mining Pty Ltd a consulting firm engaged by Terramin Australia Limited to prepare mining designs and schedules for the Tala Hamza Feasibility Study. Mr Neesham has sufficient experience that is relevant to the style of mineralization 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’. Mr Neesham consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. 44 Additional Securities Exchange Information Equity Securities on Issue Fully paid ordinary shares As at 28 February 2022, there were 2,381 holders of a total of 2,116,562,720 ordinary fully paid shares in the capital of the Company. All ordinary fully paid shares in the capital of the Company are listed for quotation on the ASX. Unlisted options As at 28 February 2022, there was 1 holder of a total of 5,000,000 options over fully paid ordinary shares in the capital of the Company. Shareholder Voting Rights At a general meeting of shareholders, on a show of hands, each person who is a member or sole proxy has one vote. On a poll, each shareholder is entitled to one vote for each fully paid share. Unlisted options carry no voting rights. Distribution Schedule as at 28 February 2022 Number of securities 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Total Fully paid ordinary shares Unlisted options 476 628 278 691 308 2,381 0 0 0 0 1 1 As at 28 February 2022, there were 1,587 shareholdings of less than a marketable parcel. Substantial Shareholders As at 28 February 2022, the following shareholders were substantial shareholders, as disclosed in substantial shareholder notices given to the Company: Shareholder Asipac Group Pty Ltd Citycorp Nominees Pty Limited BNP Paribas Noms Pty Ltd J P Morgan Nominees Australia Pty Limited Number of shares % Issued capital 827,023,014 291,240,794 278,555,113 107,499,572 39.07 13.76 13.16 5.08 45 Additional Securities Exchange Information (continued) List of 20 Largest Shareholders The names of the twenty largest shareholders as shown in the Company’s register at 28 February 2022 are: Shareholder Asipac Group Pty Ltd Citycorp Nominees Pty Limited BNP Paribas Noms Pty Ltd J P Morgan Nominees Australia Pty Limited China Non-Ferrous Metals Industry’s Foreign Engineering and Construction New Asia Wealth Investment Holding (SG) Pte Ltd HSBC Custody Nominees (Australia) Limited Fly Wealth Investment Pty Ltd Mr Jing Wang Mr Julian Paul Leach Auway Finance Group Pty Ltd Ms Er Xu BNP Paribas Nominees Pty Ltd Silver Springs Investment Pty Ltd BMYG Capital Pty Ltd HSBC Custody Nominees (Australia) Limited Huge Field Investment Ltd Enterprise Flourishing Pty Ltd