Terramin Australia Limited Annual Report 2023

Plain-text annual report

2023 Annual Report Contents About Terramin ...................................................................................................................................................................... 3 Chair’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 ....................................................................... 22 Consolidated Statement of Financial Position ...................................................................................................................... 23 Consolidated Statement of Changes in Equity ...................................................................................................................... 24 Consolidated Statement of Cash Flows ................................................................................................................................. 25 Notes to the Consolidated Financial Statements .................................................................................................................. 26 Tenement Information ......................................................................................................................................................... 43 Reserves and Resources ....................................................................................................................................................... 44 Additional Securities Exchange Information ......................................................................................................................... 46 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 several highly prospective mineral deposits and exploration tenements across Algeria and South Australia. Terramin’s major projects are: Tala Hamza Zinc Project (49% Terramin) A large mineral Resource of 53.0 million tonnes @ 5.3% zinc and 1.3% lead which supports a 20+ year mining project on which a definitive feasibility study was completed in 2018. The project has the potential to be in the top ten largest zinc mines in the world. Mining Permit has been granted with all environmental approvals in place and a process of land acquisition is underway. Extensive established infrastructure in place with attractive low power and fuel costs. Terramin is currently in discussion with various parties regarding the construction and funding of this project with the objective of starting construction in 2024. Bird in Hand Gold Project (100% Terramin) The Bird in Hand Gold Project is 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 (ASX Announcement issued on 23 June 2020, “Bird in Hand Gold Project Feasibility Study Completed”) indicates a Post-Tax NPV8 of $141m1 and IRR of 80.5% based on a modest gold price of $2.300/oz (US$1,500/oz). The pre-production capital is a low A$54 million due to utilisation of Terramin’s nearby Angas processing facility to produce a gold concentrate. Terramin is currently seeking a Mining Lease for the project following an initial rejection by the South Australian Government. Regional Prospects - South Australia Additional interests include a joint venture interest in the Kapunda Copper Project and an exploration program with JOGMEC in relation to the South Gawler Ranges Project. 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 Corporate Information 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 Directors Feng Sheng Executive Chair Michael Kennedy Non-Executive Deputy-Chair Angelo Siciliano Non-Executive Director Kevin McGuinness Non-Executive Director Junming Zhang Non-Executive Director Executive Officer Martin Janes Company Secretary André van Driel 3 Chair’s Review Dear Fellow Shareholders On behalf of the Directors of Terramin Australia Limited, I present our 2023 Annual Report. 2023 has been a year of significant achievement for Terramin at the world-class Tala Hamza Zinc Project. The grant of the Mining Permit for Tala Hamza by the Algerian mining regulator has paved the way for the development of one of the largest zinc and lead deposits in the world containing 3.5 million tonnes of zinc and lead, 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 by 50% which could further increase returns. In addition, late in 2023, the Algerian government signalled its further support by issuing a decree to purchase the land required for the development of the project. We expect this process to be completed by early 2024. On behalf of Terramin, I would like to thank the Algerian government for its unwavering support and cooperation in respect of the Tala Hamza Zinc Project. In contrast, the refusal of the South Australian Minister for Energy and Mining to approve the Bird in Hand Gold Project was unexpected and disappointing. Terramin understands that at the time of deciding to refuse the application, the Minister had received advice from the mining regulator that the project had met all requirements to be approved. Unfortunately, this decision has left Terramin with little choice but to undertake legal action for judicial review of this decision in the Supreme Court of South Australia. The Directors can assure Terramin’s shareholders that Terramin remains committed to obtaining approvals for this project. Terramin has continued to advance its other projects in South Australia including a $10.5 million exploration agreement with Japan Organization for Metal and Energy Security (JOGMEC) in respect to the South Gawler Ranges Project and the Kapunda Copper Project with our joint venture partner, Environmental Copper Recovery Pty Ltd. I wish to thank our shareholders for your ongoing support. Feng (Bruce) Sheng Executive Chair 4 Financial Report 5 Directors’ Report for the Year Ended 31 December 2023 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 2023. 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 Chair Appointed Director 17 April 2013 and Executive Chair 11 January 2018 Mr Sheng is Chair of Melbourne based Asipac Group Pty Ltd (Asipac). Mr Sheng has been involved in the investment sector for approximately 25 years, mainly in the areas of property and resources. Mr Sheng was formerly the Vice Chair of the Australia China Business Council (Victoria). Mr Michael H Kennedy B.Com (Economics) Non-Executive Deputy Chair 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 logistics roles with the CRA/RTZ Group, marketing and 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. Mr Kevin McGuinness BAA, ACA Non-Executive Director Appointed 17 April 2013 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 former Chair of Green Industries SA, a former Director and Chair 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 and and Committee Compliance Remuneration Committee. the Nominations Mr Angelo Siciliano FIPA, Registered Tax Agent, BBus Non-Executive Director Appointed 2 January 2013 Mr Siciliano has 30 years’ experience as an accountant in the property sector and financial accounting. Mr Siciliano is an accountant for the Asipac Group and for the last 26 years has owned and managed an accounting practice predominantly focusing on taxation and business consulting. Mr Siciliano is a fellow of the Institute of Public Accountants and is a member of the Company’s Audit & Risk Committee, and of the Nominations & Remuneration Committee. Mr Junming Zhang Non-Executive Director Appointed 6 July 2023 Mr Zhang is a Mining Engineer with considerable mining experience spanning over 30 years, including extensive project experience in Africa and Asia. Mr Zhang is currently the Senior Expert of China Non-Ferrous Metals Industry's Foreign Engineering & Construction Co Ltd’s (NFC) Science Technology and Information Department. Ms Lulu Shi Non-Executive Director Ceased on 6 July 2023 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. Company Secretary Mr André van Driel BCom, CPA, CertGovPrac Finance Manager Appointed 6 March 2020 Mr van Driel has over 20 years of 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 Limited) and Ramelius Resources Limited. Mr van Driel 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 2023, and the number of meetings attended by each Director were: Directors F Sheng M Kennedy K McGuinness A Siciliano L Shi J Zhang Directors’ Meetings E 6 6 6 6 5 1 A 6 6 6 6 - 1 Audit, Risk & Compliance Committee A E - - 2 3 3 3 3 3 - - Nominations & Remuneration Committee1 A - - - - - E - - - - - E Number of meetings eligible to attend. A Number of meetings attended. 1 – the Nominations & Remunerations Committee did not hold a meeting during the year but did conduct a review of employee remuneration, confirmed by a resolution of directors, via email. 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 $6.4 million for the year to 31 December 2023 (2022: consolidated loss of $7.4 million). The major contributors to the result were interest expense associated with the loan facilities and administration expenditure to Australian operations. relating The consolidated net asset position as at 31 December 2023 was $11.9 million, a decrease from $18.3 million as at 31 December 2022. The decrease is primarily attributable to the increase in current borrowings and accrued interest payable on loan facilities. 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 Algeria and Australia. Highlights for each of the Company’s major projects are reported below. North African Projects Tala Hamza Zinc Project (Terramin 49%) The Tala Hamza Zinc Project (Tala Hamza) is 100% owned by Western Mediterranean Zinc Spa (Western Mediterranean Zinc or WMZ). Terramin has a 49% shareholding in WMZ. The remaining 51% is held by two Algerian Government owned companies: Enterprise National des Produits Miniers Non- Ferreux et des Substances Utiles Spa (ENOF) (48.5%) and Office National de Recherché Géologique 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. Terramin retains management rights over Tala Hamza. In 2020, Terramin completed an optimisation study in respect of Tala Hamza and presented this study to our joint venture partners. joint venture partners unanimously agreed to endorse the study and agreed to advance the project towards development (“Decision to Mine”). In March 2022, the During the reporting period, Tala Hamza achieved two major milestones. In May 2023, Terramin was pleased to announce that the Algerian mining regulator had issued the Mining Permit for the project. The issue of the Mining Permit means that Tala Hamza has satisfied all Algerian regulatory, financial and environmental requirements and that it can now proceed towards development. In collaboration with our Algerian partners, this Mining Permit will allow for the mining and processing of 2.0mtpa of ore instead of the 1.3mtpa anticipated in the 2018 Tala Hamza Definitive Feasibility Study, indicating that project returns will be enhanced over the anticipated 20+ year mine life. The Mining Permit encompasses all the area of land required for operation of the mine including mining, processing, haul roads, ore stockpiles, tailings dams, concentrate handling and maintenance and administration. Subsequently, in October 2023, the Algerian Government issued an Executive Decree of Public Utility (Decree) in respect of Tala Hamza. The Decree was signed by the Prime Minister of Algeria, Mr Benabderrahmane. The issue of the Decree triggered the process for the acquisition of the land by the Algerian Government which covers the footprint of the Tala Hamza Mining Permit. This land of an area of approximately 234 hectares will then be made available to the project to undertake its operations. The land will support all the project mining and processing operations as well as direct ramp access to a highway (which is currently under construction) that leads directly to the Port of Bejaia (approximately 15km to the north) and important electricity and gas infrastructure. Following the issue of the Decree, the Algerian Government has progressed the acquisition of the land and Terramin expects the process to be completed early in 2024 with the land being available to the project soon after. 7 Directors’ Report (continued) Terramin has continued to progress its discussions with major construction groups regarding the funding and construction of the project. These groups have undertaken a number of visits to the project site as part of their assessment. 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 (BIHGP) is located approximately 30km north of Terramin’s existing mining and processing facilities at the Angas Zinc Mine (AZM) 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. In June 2020, Terramin announced the results of a Feasibility Study which indicated that BIHGP has a robust financial outcome, including a post-tax NPV8 $141 million and IRR of 80.5% over approximately 4 years of production. The study is based on a gold price of $2,300 per ounce, which is below the current prevailing gold price of $3,100 per ounce. The BIHGP’s base case projection is to produce an average of 44,700 ounces of gold per annum over four years at a low C1 cash cost of $737 per ounce and an all-in sustaining cost of $959 per ounce. The pre-production capital is estimated to be $54 million. In June 2019, Terramin submitted applications for a mining lease and a miscellaneous purposes licence (Applications) pursuant to sections 36 and 49 of the Mining Act 1971 (SA) (Act) in respect of the BIHGP. In February 2023, the Honourable Tom Koutsantonis, South Australian Minister for Energy and Mining (Minister) decided to refuse the Applications. The decision was made notwithstanding an extensive review of Terramin’s Applications by the South Australian Department for Energy and Mining (DEM). DEM made a positive assessment of the Applications and found that appropriate environmental outcomes could be achieved should the mining lease and miscellaneous purposes licence be granted. The conclusion by DEM is not a surprise as Terramin’s Applications were supported by comprehensive studies based on science, which demonstrated that there would be no adverse environmental or socio-economic outcomes arising from Terramin’s mining proposal. These studies were peer reviewed by independent and Government experts over many years. Terramin has not been made aware of any issues with the methodology or conclusions of these studies. Subsequently, Terramin was informed of a proposal by the Minister to recommend to her Excellency the Governor of South Australia that an area corresponding with mining lease application and mineral claim 4473 be reserved pursuant to section 8 of the Act (meaning that those areas be excluded from the possibility of future applications under the Act). Following that recommendation, on 27 April 2023 her Excellency made the Mining (Reservation from Act) Proclamation 2023 (SA) reserving the land from the operation of parts 4, 5, 6, 6A, 8 and 8A of the Act. In August 2023, Terramin filed legal proceedings in the Supreme Court of South Australia (Supreme Court) seeking judicial review of the refusal of the Applications and the making of the recommendation to the Governor. Terramin contends, amongst other things, that each decision should be set aside on the basis that the decisions misapprehended the statutory power in the Mining Act 1971 (SA), were legally unreasonable, did not relevant take considerations, took into account an irrelevant consideration, and that Terramin was not accorded procedural fairness. into account The legal proceedings are continuing to progress with the matter expected to be heard in the Supreme Court in the first half of 2024. Adelaide Hills Project (Terramin / Terramin Exploration Pty Ltd 100%) The Adelaide Hills Project consists of eight exploration tenements that cover 2,179km² largely over the southern Adelaide Fold Belt. This project area is considered prospective for gold, copper, lead and zinc. During the reporting period, activities were confined to the BIHGP and the Kapunda Copper Joint Venture. Kapunda Copper Joint Venture (Terramin Exploration Pty Ltd 50%, 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. Following the grant of key approvals, the project commenced the first stage of its Site Environmental Lixiviant Test (SELT) trial at Kapunda with a push/pull test carried out introducing a biodegradable lixiviant into the mineralised zone to assess both chemical and hydrogeological parameters. The test was successful with dissolved copper grades increasing markedly and samples of the copper enriched lixiviant now being sent off site for further test work. 8 Directors’ Report (continued) In addition, approval has been obtained from DEM for the drilling of the wells for the second phase of work (funded by BHP Limited following its takeover of OZ Minerals Limited (OZL) in the first half of 2023. During 2022, OZL agreed to provide $2.5 million to ECR to fund the completion of its feasibility study). This second phase of work will entail drilling a 5-spot pattern to carry out a circulation trial to further assess copper recoveries. This drilling is expected to occur early in 2024. South Gawler Ranges Project (Menninnie Metals Pty Ltd (MMPL) 100%) The Southern Gawler Ranges Project (SGRP) is 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 and are located 100 kms west of Port Augusta. 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. The lodes at Menninnie Central and Viper have been combined to estimate a JORC 2004 compliant Inferred Resource totaling: 7.7Mt @ 3.1% Zn, 2.6% Pb and 27g/t Ag, at a 2.5% Pb+Zn cut- off. In March 2022, Terramin entered into a $10.5 exploration agreement with the Japan Organization for Metal and Energy Security (JOGMEC). JOGMEC has committed to funding A$7.5 million in exploration expenditure on the SGRP up to 31 March 2028 over 3 stages for which it will be entitled to acquire 70% of the interest in the SGRP. It has an option to purchase 6.0% interest in the SGRP (within 365 days post-Stage 3) by paying A$3,000,000 cash and granting a 0.5% net smelter royalty to Terramin. Within 365 days of the exercise of the option to purchase, it has the right to buy back the 0.5% NSR royalty by paying A$1,500,000 cash to Terramin. Following the extensive gravity survey undertaken in late 2022, the parties followed up with a series of TEM (Transient Electromagnetic) surveys over five target areas and priority drilling targets have been identified. As at the end of the year, the parties are awaiting heritage clearance for these areas. In addition, JOGMEC and Terramin obtained approval from DEM for the drilling of two other target areas with one being near Menninnie Dam and the other near Nonning Station Homestead. Drilling commenced in January and results are pending. A further drilling program focussing on the additional targets is expected to be undertaken later in 2024 once heritage clearances and subsequent approval from DEM have been obtained. During the reporting period, Menninnie Metals Pty Ltd entered into a Native Title Mining Agreement for exploration activities with the Gawler Ranges Aboriginal Corporation. This agreement applies to the entire SGRP area and replaces all existing agreements. Corporate During the period, the Company agreed with its major shareholder Asipac to restructure and increase the existing unsecured Standby Term (No.2) Facility from $1.28 million to $4.08 million (which was fully drawn at the reporting date). The $6 million Bird in Hand Facility, the $21.18 million Standby Short-term Facility and the $4.08 million unsecured Standby Term (No.2) Facility continue on terms that expire on 31 January 2024. 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. 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) securing an investment of US$6.68 million (approximately A$10 million) from a strategic investor through the issue of a Convertible Note (ASX Announcement on 2 January 2024: Terramin secures US$6.68 million investment); and 2) reaching agreement with major shareholder, Asipac Group, to extend the term of the Finance Facilities from 31 January 2024 to 31 July 2024 (ASX Announcement on 30 January 2024: Finance Facility Update). Future Developments Terramin’s focus will continue to be the approval, funding and development of its projects, particularly the Tala Hamza Zinc Project and the Bird in Hand Gold Project. 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 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. 9 Share Capital (a) Ordinary Shares As at 31 December 2023, 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, no unlisted options over fully paid ordinary shares in the capital of Terramin were on issue. (c) Unlisted options exercised / cancelled / lapsed / expired during the year During the year, the following unlisted options over fully paid ordinary shares in the capital of the Company expired unexercised. Expiry Date Exercise Price $ Number of Options on Issue 2 August 2023 2 August 2023 Total 0.20 0.25 2,500,000 2,500,000 5,000,000 Directors’ Report (continued) 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 19 March 2024 and has been approved by the Board. 10 Directors’ Report (continued) Remuneration Report – Audited This remuneration report for the year ended 31 December 2023 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/or up until the date of this report unless stated otherwise: Executive and Non-Executive Directors Mr F Sheng (Chair - Non-Independent) Mr M Kennedy (Deputy Chair - Independent) Mr A Siciliano (Non-Independent) Mr K McGuinness (Independent) Ms L Shi (Independent) Mr J Zhang (Independent) The following persons are also Key Management Personnel of the Group: Other Key Management Personnel Mr M Janes (Executive Officer) Mr A van Driel (Finance Manager and Company Secretary) Nominations and Remuneration Committee (b) The Nominations and Remuneration Committee is a committee of the Board. The current members of the committee are Mr K McGuinness (Chair), Mr M Kennedy and Mr A Siciliano. • The Committee is responsible to assist the Board to: • ensure it is of an effective commitment, composition and size to adequately discharge its 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 that shareholder and employee interests are aligned. framework and ensure Remuneration Policy and Practices (c) 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). The policy for determining the nature and amount of remuneration of the KMP includes consideration of individual performance in addition to the overall performance of the Group. Historically, the Group’s performance was measured by a range of financial and production indicators. Currently, the remuneration of KMPs is dependent upon achievement of progress towards a number of company objectives: • company funding; • progress towards the development of the Tala Hamza Zinc Project (including delivery of revised Definitive Feasibility Study, funding and transition towards development); • progress towards the development of the Bird in Hand Gold Project (including progress of the Judicial Review of the Minister’s decision to refuse the Applications); and • 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 31 May 2023, the Remuneration Report for the financial year ending 31 December 2022 was approved by shareholders (99.92% 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. II. Incentives 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. 11 Directors’ Report (continued) 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. III. Employment Contracts 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 $160,000 (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. Non-Executive Directors are either paid a base fee plus superannuation or remunerated via 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 Chair and Deputy Chair) are $40,000 per annum. The Chair and Deputy Chair 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 2023 was $275,000 (with $1,162,500 (2022: $887,500) 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. During 2023, 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. Committee Director fee by role 1 Non-standard Board duties Audit, Risk and Compliance K McGuinness (Chair), M Kennedy, A Siciliano Nominations and Remuneration K McGuinness (Chair), M Kennedy, A Siciliano Due Diligence K McGuinness (Chair), M Kennedy Chair Fee $ 100,000 Deputy Chair Fee $ 60,000 Member Fee $ 40,000 1,000/day 1,000/day 1,000/day 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. 12 Directors’ Report (continued) (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 Directors1 M Kennedy A Siciliano K McGuinness F Sheng L Shi3 J Zhang4 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Key Management Personnel M Janes A van Driel TOTAL 2023 2022 2023 2022 2023 2022 $ - 63,348 - - - - - - - - - - - - 139,572 122,727 139,572 186,076 $ 70,000 - 50,000 50,000 55,000 55,000 100,000 100,000 - - - - 258,991 271,493 - - 533,991 476,493 Long Term Benefits Annual and Long Service2 $ - - - - - - - - - - - - - - 13,095 9,386 13,095 9,386 Post-Employment Share-based Payments Total Superannuation Benefits Termination Benefits $ - 6,652 - - - - - - - - - - 23,009 28,507 15,015 12,580 38,024 47,738 $ - - - - - - - - - - - - - - - - - - Share Options $ % of Total $ $ - - - - - - - - - - - - - - - - - - 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% 0.0% 0.0% 0.0% 0.0% 0.0% - - - - 282,000 300,000 167,682 144,693 - 724,682 - 719,693 1. Refer to table above (and subparagraph (g) on pages 11-12) for details of Directors’ fees allocated by role. 2. Represents the movements in the associated provisions. 3. Ms L Shi ceased as Non-executive Director of the Company on 6 July 2023. 4. Mr J Zhang commenced as Non-executive Director of the Company on 6 July 2023. (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 M Kennedy A Siciliano K McGuinness F Sheng L Shi J Zhang Other Key Management Personnel M Janes A van Driel Total Shares Balance 1 Jan 23 Shares held prior to commencing as KMP Shares Acquired during Year Shares Issued as Remuneration Cessation as KMP Shares Balance 31 Dec 23 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 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) 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 2023, Asipac owned 39.07% of the ordinary shares in Terramin (2022: 39.07%) and is controlled by Mr Sheng who is Executive Chair of the Company. Mr Siciliano is the Chief Financial Officer of Asipac. Director and other KMP fees outstanding as at 31 December 2022 include: Key Management Personnel 1 M Kennedy 1 A Siciliano 1 K McGuinness F Sheng J Zhang1 Total for Directors M Janes 2.3 Total 2022 280,000 212,500 220,000 450,000 - 1,162,500 124,757 2022 210,000 162,500 165,000 350,000 - 887,500 180,000 1,287,257 1,067,500 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 21. 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, www.terramin.com.au) 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 Chair 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 Chair. 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. securities, 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 this policy provides adequate protection against unauthorised dealings by Directors and specified Executives, in particular in relation to risk mitigation. The current Share trading policy was 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 by 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 2023 $’000 14 14 2022 $'000 3 3 The Auditor’s Independence Declaration for the year ended 31 December 2023 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 19th day of March 2024 in accordance with a resolution of the Board of Directors. Feng (Bruce) Sheng Executive Chair 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 22-42, and the remuneration disclosures contained in pages 11-14 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 2023 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 Chair 19 March 2024 Kevin McGuinness Non-Executive Director 19 March 2024 16 Auditor’s Independence Declaration 17 Auditor’s Independent Report 18 19 20 21 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 31 December 2023 Revenue and other income Raw materials, consumables and other direct costs Employee benefits expense Depreciation and amortisation Exploration and evaluation expensed (Bird in Hand Gold Project) Provision for impairment of exploration expenditure relating to the Bird in Hand Gold Project Profit or loss on disposal of inventories Profit on sale of non-current assets Mine rehabilitation obligation expense Share of loss of Associate – Western Mediterranean Zinc Spa Other expenses Loss before net financing costs and income tax Finance income Finance costs Net finance costs Loss before income tax from continuing operations Profit for the period from discontinued operations Loss for the period Income tax benefit Loss for the year Attributable to: Owners of the Company Non-controlling interest Loss for the year Note 4 10 11 15 4 6 6 19 18 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 from continuing operations: Basic earnings/(loss) per share – (cents per share) Diluted earnings/(loss) per share – (cents per share) 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) Note 27(a) 27(b) 2023 $’000 106 (173) (731) (715) (150) - (151) 300 1,124 (119) (1,976) (2,485) 207 (4,076) (3,869) 2022 $’000 63 (170) (799) (731) - (15,099) 3 8 271 (60) (967) (17,481) 74 (3,735) (3,661) (6,354) (21,142) - 13,695 (6,354) - (6,354) (6,354) - (6,354) (7,447) - (7,447) (7,447) - (7,447) - - - - (6,354) (7,447) (6,354) - (6,354) 2023 (0.30) (0.30) 2023 - - (7,447) - (7,447) 2022 (1.00) (1.00) 2022 (0.35) (0.35) 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. 22 Consolidated Statement of Financial Position as at 31 December 2023 Assets Current Assets Cash and cash equivalents Trade and other receivables Other assets Total current assets Non-current assets Restricted Cash Inventories Property, plant and equipment Exploration and evaluation Investment in Associate – Western Mediterranean Zinc Spa Total non-current assets TOTAL ASSETS Liabilities Current liabilities Trade and other payables Short term borrowings and accrued interest Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS Equity Share capital Reserves Accumulated losses TOTAL EQUITY Notes 7 9 7 8 10 11 12 13 14 15 15 16 17 2023 $'000 374 69 137 580 5,670 51 5,075 8,127 45,746 64,669 65,249 1,921 46,248 84 48,253 5,092 5,092 53,345 11,904 2022 $'000 131 127 134 392 5,670 251 5,746 8,038 45,235 64,940 65,332 1,483 39,690 132 41,305 5,769 5,769 47,074 18,258 223,931 (12) (212,015) 11,904 223,931 183 (205,856) 18,258 The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the consolidated financial statements. 23 Total equity $'000 18,258 (6,354) - - (6,354) - - - - 11,904 Total equity $'000 35,596 (7,447) - - (7,447) Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023 2023 Balance at 1 January 2023 Total comprehensive income for the period Profit for the year Other comprehensive income Foreign currency translation differences Total other comprehensive income Total comprehensive income for the year Other equity movements Deconsolidation of foreign currency translation reserve Deconsolidation of non-controlling interest Transfer expired options to retained earnings Total other equity movements Share capital $'000 223,931 - - - - - - - - Balance at 31 December 2023 223,931 Share based payments reserve $’000 Translation reserve $'000 Accumulated losses $'000 Total attributable to owners $'000 Non-controlling interest $'000 (note 18) 195 (12) (205,856) 18,258 - - - - - - (195) (195) - - - - - - - - - (6,354) (6,354) - - - - (6,354) (6,354) - - 195 195 - - - - (12) (212,015) 11,904 - - - - - - - - - - Share capital $'000 223,931 Share based payments reserve $’000 195 Translation reserve $'000 (9,279) Accumulated losses $'000 (192,385) Total attributable to owners $'000 22,462 Non-controlling interest $'000 (note 18) 13,134 2022 Balance at 1 January 2022 Total comprehensive income for the period Profit for the year Other comprehensive income Foreign currency translation differences Total other comprehensive income Total comprehensive income for the year Other equity movements Deconsolidation of foreign currency translation reserve Deconsolidation of non-controlling interest Total contributions by and distributions to owners - - - - - - - - - - - - - - 6,024 (13,471) (7,447) - - - - - - 6,024 (13,471) (7,447) - - - - 3,243 - 3,243 - - - 3,243 - 3,243 - (13,134) 3,243 (13,134) (13,134) (9,891) Balance at 31 December 2022 223,931 195 (12) (205,856) 18,258 - 18,258 The Consolidated Statement of Change in Equity is to be read in conjunction with the notes to the consolidated financial statements. 24 Consolidated Statement of Cash Flows for the Year Ended 31 December 2023 Note 20 7 Cash from operating activities: Receipts from customers Interest received Payments to suppliers and employees Financing costs and interest paid Total cash (used in) operating activities Cash flows from investing activities: Disposal of cash – Western Mediterranean Zinc Spa Transfer to restricted cash Proceeds from the sale of non-current assets 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 7 The Consolidated Statement of Cash Flows is to be read in conjunction with the notes to the consolidated financial statements. 2023 $'000 119 203 (3,228) (100) (3,006) - - 307 (58) 249 - - 3,000 - 3,000 243 - 131 374 2022 $'000 6 75 (2,109) (111) (2,139) (3) (5,670) - (441) (6,114) - - 2,665 - 2,665 (5,588) (2) 5,721 131 25 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 for mine on historical costs, except for the provision 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 2023, the Group incurred a loss of $6.4 million and at 31 December 2023 the Group’s current liabilities exceeded its current assets by $47.7 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 or investment in the Tala Hamza Zinc Project or other assets. Terramin continues to receive support from major shareholder, Asipac, in this regard. Subsequent to the reporting date, Terramin and Asipac reached agreement to extend the term of the Finance Facilities from 31 January 2024 to 31 July 2024 (ASX Announcement on 30 January 2024: Finance Facility Update). Furthermore, the Group has been successful in securing an investment of US$6.68 million (approximately A$10 million) from a strategic investor through the issue of a Convertible Note subsequent to the Reporting Period. (ASX Announcement on 2 January 2024: Terramin secures US$6.68 million investment); 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(f) – Property, Plant and Equipment: assessment of recoverable amount. Note 3(k) – Exploration and Evaluation Expenditure: recoverable amount and ore reserve estimates. Note 3(m) – Provisions: estimated cost of rehabilitation, decommissioning and restoration. Note 3(t) – Recognition of tax losses: assessment of the point in time at which it is deemed probable that future taxable income will be derived. 26 In preparing this financial report, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the financial statements as at and for the year ending 31 December 2023. (e) New or amended Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. 3. Material 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 2023. 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) Principles of consolidation and equity accounting relating to changes in ownership interest The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interest in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the subsidiary. When the Group ceases to consolidate or equity account for an investment because of loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. (c) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. inventories (d) Inventories Non-current and 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 (e) Trade and Other Receivables Trade and other receivables are recognised at cost and carried impairment at original invoice amount less allowances for 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. (f) Property, Plant and Equipment 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. 27 Class of Asset Motor vehicles Computer and office equipment Plant and equipment Buildings and other infrastructure (g) Impairment of Assets Depreciation rates 18 - 25% 10 - 50% 10 - 33% 5 - 33% 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 depreciation or amortisation, if no impairment loss had been recognised, with the exception that any previously impaired goodwill should not be re-recognised. 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 23(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 a non- financial asset or CGU is the greater of their fair value or realisable value less costs of disposal 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. (h) 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. Investments in Associates and Joint Arrangements (i) 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. Under the equity method, the share of profits or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity’s share of net assets of the associate. 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 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). 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 carrying amount of the investment, and is neither amortised nor individually tested for impairment. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the 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. 28 Specifically, dividends received or receivable from associates reduce the carrying amount of the investment. When the consolidated entity’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The consolidated entity discontinues the use of the equity method upon loss of significant influence over the associate and recognises any retained investment at its fair value. Any difference between the associate’s carrying amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss. (j) Discontinued operations A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the statement of profit or loss and other comprehensive income. (k) 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) until May 2023 (at which time the Mining Permit was issued) 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 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 • Sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. 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. (l) Trade and Other Payables Trade payables and other payables are stated at amortised cost. (m) 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 remeasured in line with changes in discount rates, timing and the amounts of the costs to be incurred based on area of disturbance at the reporting date. Changes in the liability relating to the reassessment of rehabilitation estimates are recognised directly within the profit or loss. (n) 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 29 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 currency that match, as closely as possible, the estimated future cash outflows. Board, upon consultants. The Share Based Payments The Group uses share options to provide incentives to directors, the employees and 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 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 over the vesting period. Upon issue of the share rights an increase in equity is recognised. (o) 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. (p) 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. 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 (q) 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. (r) 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. 30 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. (s) 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 (t) 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. in assumptions as to future events and circumstances, particular, whether successful development and commercial exploitation, or alternatively sale, of the respective areas of interest will be achieved. This includes estimates and judgements about commodity prices, ore reserves (note 3(h)), 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. (u) 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 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. (v) 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. (w) 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. 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. (x) Financial Risk Management The Group’s activities expose it to the following risks from the use of financial instruments: Determination of future tax profits requires estimates and 31 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 14 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 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 are standard items 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. (y) 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. (z) 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 useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. 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. (aa) 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 they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: • future lease payments arising from a change in an index or a rate used; lease term; • residual guarantee; • • 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. 32 4. Revenue, Other Income and Expenses 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 2023 $’000 2022 $’000 51 51 251 251 2023 $’000 10 3 56 69 2022 $’000 72 1 54 127 Revenue and other income Revenue from contracts – recognised over time Other income Total revenue and other income Other expenses Corporate Administration and Marketing Costs Insurance costs Legal, Accounting and Other Consultants ASX fees, Share Registry and AGM Costs Domestic / International travel and accommodation 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 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 restricted cash on deposit1 Total cash and cash equivalents Restricted cash on deposit1,2 Total non-current restricted cash 2023 $000’s 56 50 106 2023 $000’s 387 343 1,038 71 136 1 1,976 2022 $000’s 63 - 63 2022 $000’s 262 323 297 68 11 6 967 2023 $ 115,781 14,274 130,055 2022 $ 146,354 2,900 149,254 2023 $’000 207 207 2023 $’000 3,546 416 14 85 15 4,076 2023 $’000 1 343 30 374 5,670 5,670 2022 $’000 74 74 2022 $’000 3,230 395 11 85 14 3,735 2022 $’000 1 100 30 131 5,670 5,670 1. Represents restricted cash on deposit to support environmental rehabilitation bonds and minor credit card facilities. 2. $5.67 million (2022: $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. Given the decision regarding the Bird in Hand mine refusal received subsequent to the reporting date, the restricted nature of the deposits has been reclassified to a non-current asset to match the expected timing of rehabilitation. 33 10. Property, Plant and Equipment 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 2023 $’000 3,460 3,460 104 (104) - 288 (288) - 56,126 (14,219) (39,722) 1,615 2022 $’000 3,460 3,460 126 (125) 1 288 (288) - 56,919 (14,219) (40,415) Total property plant and equipment 1. The Directors have considered the recoverable amount of property, plant and equipment based on available market information for comparable assets. 5,075 Movements in carrying amounts Property, plant and equipment - non-current Opening carrying amount 1 Jan 2023 Additions Disposals Depreciation and amortisation Carrying amount at 31 Dec 2023 Property, plant and equipment - non-current Opening carrying amount 1 Jan 2022 Additions Disposals Deconsolidation of Western Mediterranean Zinc Spa Depreciation and amortisation Carrying amount at 31 Dec 2022 Freehold land $'000 3,460 - - - 3,460 Freehold land $'000 3,460 - - - - 3,460 Buildings & other infrastructure $'000 1 - - (1) - Buildings & other infrastructure $'000 1 - - - - 1 Plant and equipment $'000 2,285 52 (8) (714) 1,615 Plant and equipment $'000 3,013 3 - (10) (721) 2,285 Rights-of-use Assets $'000 - - - - - Rights-of-use Assets $'000 16 - - (6) (10) - 2,285 5,746 Total $'000 5,746 52 (8) (715) 5,075 Total $'000 6,490 3 - (16) (731) 5,746 34 11. Exploration and Evaluation Assets Exploration and evaluation At cost Additions Deconsolidation - Western Mediterranean Zinc Spa4 Provision for impairment of Bird in Hand Gold5 Foreign currency movement Total exploration and evaluation Exploration and evaluation projects by area of interest Tala Hamza Zinc Project (Terramin 49%)4 Adelaide Hills (Terramin 100%)1, 2 Bird in Hand Gold (Terramin Exploration 100%)5 South Gawler Ranges (Menninnie Metals 100%)3 Total exploration and evaluation 2023 $’000 8,038 89 - - - 8,127 2023 $’000 - 2022 $’000 63,813 415 (41,120) (15,099) 29 8,038 2022 $’000 - 2,194 2,132 - 5,933 8,127 - 5,906 8,038 1. The Company entered into an agreement with respect to the Kapunda Copper Project, over which the Company has a current Exploration Licence. Environment Copper Recovery Pty Ltd (ECR) earned a 50% interest in the project after spending $2m on field trials and associated studies. ECR elected to earn an additional 25% interest in the project by spending a further $4m. The Company agreed to amend the minimum expenditure terms of the joint arrangement such that at each anniversary date ECR’s spend is assessed on a cumulative basis to consider fluctuations in the timing of project activity. Subject to the completion of the expenditure by ECR, the Company will retain a minimum 25% contributing interest and a 1.5% net smelter royalty in respect of all metals extracted from the joint venture area. 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. 2. The Company entered into an earn-in arrangement with Freeport McMoRan Exploration Australia Pty Ltd in 2019 in respect of the Wild Horse project. In 2021, Newmont Australia Pty Ltd (Newmont), a wholly-owned subsidiary of Newmont Corporation, completed the acquisition of Freeport’s Australian operations, including Wild Horse, which received FIRB approval in June 2021. In March 2022, Newmont funded drilling of an initial one-hole program to target the Wild Horse aerial magnetic anomaly on the western edge of the magnetic granite pluton. Following receipt of the results of testing the assays produced from the drilling, the Company received notice from Newmont advising of its decision to terminate the Wild Horse Earn-in Agreement. Under the terms of the Agreement, Terramin retains 100% of the Wild Horse exploration lease (EL 5846). 3. During 2022, the Company executed a A$10.5 million exploration agreement with JOGMEC relating to the South Gawler Ranges tenements. In June 2022, the transaction received FIRB approval. Following an extensive gravity survey undertaken in late 2022, the parties followed up with a series of TEM (Transient Electromagnetic) surveys over five target areas and priority drilling targets have been identified. As at the end of the year, the parties are awaiting heritage clearance for these areas. In addition, JOGMEC and Terramin obtained approval from DEM for the drilling of two additional target areas with one being near Menninnie Dam and the other near Nonning Station Homestead. Drilling commenced in January and results are pending. A further drilling program focusing on the additional targets is expected to be undertaken later in 2024 once heritage clearances and subsequent approval from DEM has been obtained. During the reporting period, Menninnie Metals Pty Ltd entered into a Native Title Mining Agreement for exploration activities with the Gawler Ranges Aboriginal Corporation. This agreement applies to the entire SGRP area and replaces all existing agreements. The expenditure by JOGMEC on the tenements is not reflected in the accounts of the Company, however will contribute to the minimum expenditure obligations under the terms of the Exploration Licenses. 4. During 2022, the Company gave up a 16% interest to its joint venture partners to ensure that the partnership conforms to government regulations regarding the ownership of the Algerian strategic assets which resulted in 5. Terramin holding a minority interest. Consequently, the subsidiary Western Mediterranean Zinc has been deconsolidated from the Company’s Financial Report and a disposal of exploration assets has been recognised. In February 2023, the Company was informed by the South Australian Department for Energy and Mining (“DEM”) of the Minister’s decision to refuse to grant a Mining Lease and a Miscellaneous Purposes Licence in respect of the Bird in Hand Gold Project. Subsequently, the Minister recommended to her Excellency the Governor of South Australia that an area corresponding with mining lease application and mineral claim 4473 be reserved pursuant to section 8 of the Act (meaning that those areas be excluded from the possibility of future applications under the Act). Following that recommendation, on 27 April 2023, her Excellency made the Mining (Reservation from Act) Proclamation 2023 (SA) reserving the land from the operation of parts 4, 5, 6, 6A, 8 and 8A of the Act. In August 2023, the Company commenced legal proceedings in the Supreme Court of South Australia seeking judicial review of the South Australian Government decisions. This legal process continues to progress into 2024. 12. Investment in Western Mediterranean Zinc Investment in WMZ Fair value at loss of control Fair value at beginning of the period Share of WMZ profit/(loss) during the period Working capital contributions to WMZ during the period Total investment in WMZ Statement of Financial Position of WMZ Current assets Non-current assets Current liabilities Non-current liabilities Net assets Dec 2023 $000’s - 45,235 (119) Dec 2022 $’000’s 45,101 - (60) 630 45,746 194 45,235 Dec 2023 $’000 - 41,573 (230) - 41,343 Dec 2022 $’000 84 41,133 (115) - 41,102 1. During 2022, the Company gave up a 16% ownership interest in WMZ to ENOF in order to comply with Algerian Law which resulted in Terramin holding a minority interest at the reporting date. Consequently, the subsidiary WMZ was deconsolidated from the Company’s Financial Report with Terramin’s 49% investment in WMZ recognised as a non-current asset in accordance with AASB 10 and AASB 128. 2. The fair value at the date of loss of control was determined with the assistance of a valuation expert having regard to multiple valuation methods including: • Discounted cash flows associated with the Tala Hamza Zinc Project; and • Transactions for Zinc assets from 1 January 2018. The fair value measurement is classified as Level 3, with the key inputs used in the valuation being proved, probable and potential resources, cost of extraction and relative zinc prices. 3. Western Mediterranean Zinc Spa (WMZ) is an Algerian registered company. It is a vehicle to develop the Project between Terramin and Enterprise Nationale des Produits Miniers Non-Ferreux et des Substances Utiles Spa (ENOF). Terramin holds a 49% shareholding in WMZ, with the remaining 51% held by two Algerian government-owned companies: ENOF and ORGM. 4. There are no separate commitments for expenditure at this time for WMZ. 13. Trade and Other Payables Trade payables Other payables and accrued expenses Total trade and other payables 2023 $’000 962 959 1,921 2022 $’000 741 742 1,483 Trade and other payables are normally non-interest bearing and are settled on 30 days end of month terms. 35 14. Loans and Borrowings Current liabilities Loans - secured1 Loans – unsecured1 Total short term borrowings Accrued interest on borrowings Total short term borrowings and accrued interest Finance Facilities Financing facilities Loan facilities - available Loan facilities - drawn Less: unamortised transaction costs Accrued interest on borrowings Carrying amount at 31 December Guarantee facility Guarantee facility – available2 Guarantee facility - undrawn 2023 $’000 2022 $’000 27,183 4,073 31,256 14,992 46,248 2023 $’000 31,256 31,258 (2) 14,992 46,248 27,183 1.075 28,258 11,432 39,690 2022 $’000 28,459 28,259 (1) 11,432 39,690 5,665 - 5,665 - Guarantee facility - drawn 1. At the reporting date, the Group had fully drawn down $31.26 million available to the Company in respect of three loan facilities provided by the Company’s major shareholder, Asipac. Interest is fixed at a base rate of 12%, payable upon termination date. Subsequent to the reporting date, the Company reached agreement with Asipac, to extend the expiry term of the facilities to 31 July 2024. 5,665 5,665 2. 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 CBA bank guarantee. Under the terms of the $6.0 million Bird in Hand facility (BIH Facility) and the $21.18 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. The $4.075 million Standby (No.2) Facility (Standby (No.2) Facility) provided by Asipac to Terramin Exploration Pty Ltd is unsecured. 15. Provisions Current Employee benefits Total current provisions Non-current: Employee benefits Mine rehabilitation2 Total non-current provisions At 1 January 2023 Change to provision Remeasurement Paid during the period At 31 December 2023 2023 $’000 84 84 58 5,034 5,092 Employee Benefits $’000 Mine Rehabilitation $’000 159 50 - (67) 142 5,742 416 (1,124) - 5,034 2022 $’000 132 132 27 5,742 5,769 Total $’000 5,901 466 (1,124) (67) 5,176 1. 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. 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 3.72% risk-free discount rate (2022: 3.73%). Despite the last year’s decision by the South Australian Government to refuse to grant the Mining Lease and Miscellaneous Purposes Licence in respect of the Bird in Hand immediate plans to Gold Project, the Company has no commence rehabilitation of the Angas Zinc Mine site as it continues to progress to Judicial Review of the decision. 16. 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. Ordinary shares Share issue costs Total issued capital 2023 $’000 2022 $'000 229,676 229,676 (5,745) (5,745) 223,931 223,931 (b) Detailed table of capital issued during the year Type of share issue At 1 Jan 2023 At 31 Dec 2023 Issued Capital Number of Ordinary Shares on issue 2,116,562,720 2,116,562,720 Share Capital $’000 223,931 223,931 223,931 Issue price $ Issue date Type of share issue At 1 Jan 2022 At 31 Dec 2022 Issued Capital Issue date Number of Ordinary Shares on issue 2,116,562,720 2,116,562,720 Issue price $ Share Capital $’000 223,931 223,931 223,931 17. Reserves (a) Foreign currency translation reserve Foreign currency translation reserve Balance at the beginning of the year Adjustment on translation to presentation currency Deconsolidation of WMZ Balance at the end of the year 2023 $’000 (12) - - (12) 2022 $'000 (9,279) - 9,267 (12) 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 expired unexercised during the year Balance at the end of the year Total Reserves 2023 $’000 195 (195) - (12) 2022 $'000 195 - 195 183 36 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 2023 reporting period no options or share rights were granted to employees, including KMP’s (2022: Nil). 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 forfeited. Tranches 1 and 2 (representing 5,000,000 options) expired, unexercised, in August 2023. therefore 18. Non-controlling Interest Balance at the beginning of the year Deconsolidation of WMZ Balance at the end of the year 2023 $’000 - - - 2022 $'000 13,134 (13,134) - Prior to 2022, the movement in non-controlling interest related 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. A total of 35% of all assets contributed to WMZ by the Group effectively accrued to ENOF and ORGM for nil consideration (other than forming part of the Group’s 65% earn-in). During 2022, the Company gave up a 16% interest to its joint venture partners to ensure that the partnership conforms to government regulations regarding the ownership of the Algerian strategic assets. This resulted in Terramin holding a minority interest and the subsidiary, WMZ, was deconsolidated from the Company’s Financial Report. A disposal of exploration assets was recognised. 19. Income Tax Expense Prima facie tax benefit on loss before income tax at 30% (2022: 30%) Decrease in income tax benefit due to: (Deductible)/non-deductible items Deferred tax asset not brought to account Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit The applicable weighted average effective tax rates for the reporting period are: 2023 $'000 2022 $'000 (1,871) (6,324) 364 4,609 (1,507) (1,715) 193,781 189,286 58,134 56,786 24% 8% The Company is part of an Australian Tax Consolidated Group. The Australian Tax Consolidated Group has potential deferred tax assets of $58.1 million (2022: $56.8 million). These have not been brought to account because the Directors do not consider the realisation of the deferred tax asset as probable. 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. 20. 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 Inventory impairment Amortisation of borrowing costs Provision for impairment of non-current assets Mine rehabilitation provision - change in assumptions (including discount unwind and cost revision) (Gain)Loss on disposal of 16% shareholding in WMZ 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 2023 $’000 (6,354) 2022 $'000 (13,470) 715 200 - - 724 6 11 15,099 (708) 124 - (7,760) 81 387 (84) 368 2,690 2,802 (16) 41 Cashflow (used in) operating activities (3,005) (2,139) 21. 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 Total KMP compensation 2023 $ 673,563 13,095 38,024 724,682 2022 $ 662,569 9,386 47,738 719,693 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 2023, Asipac owned 39.07% of the ordinary shares in Terramin (2022: 39.07%) and is controlled by Mr Sheng, who is the Executive Chair of the Company. Mr Siciliano is the Chief Financial Officer of Asipac. 37 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 to date Related Party Balance Amounts owed at year end 2023 $’000 28,259 3,000 - 31,259 2023 $’000 - 14 - 14,906 2022 $’000 25,594 2,665 - 28,259 2022 $’000 - 11 - 11,359 14,920 11,370 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 2023, 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 the unsecured Short term Standby (No.2) Facility. After the reporting date, the Asipac Finance Facility term has been further extended until 31 July 2024. 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 the 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. This remains subject to the outcome of the Judicial review currently proceeding in the Supreme Court of South Australia. maturities at the current market interest rate that is available for similar financial liabilities. 23. 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 to 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 risk appetite. 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. 22. Financial Instruments 1. Market Risk 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 Current Cash and cash equivalents Trade and other receivables Trade and other payables Financial liabilities at amortised cost Total current financial instruments Note 2023 $'000 2022 $'000 7 9 12 13 374 69 (16,913) (31,256) (47,726) 131 127 (12,915) (28,258) (40,915) Fair value Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual 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 and accrued liabilities. 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 (2022: $nil). The Group’s exposure to foreign currency risk at the reporting date was as follows: 38 In AUD thousand equivalent Trade payables Gross exposure 31 December 2023 EUR USD (5) - (5) - DZD - - 31 December 2022 EUR USD (6) - (6) - DZD - - following exchange The Consolidated Statement of Financial Position: rates applied for the Group Currency Exchange Rates Currency Year-end rates used for the consolidated statement of financial position, to translate the currencies into AUD, are: USD EUR DZD 2023 0.68 0.62 91.07 2022 0.68 0.64 92.96 Sensitivity Analysis Sensitivity to fluctuations in foreign currency rates is based on outstanding monetary items at 31 December 2023 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 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) 2023 Cash1 Restricted cash1 Loans2 Total (Net) Effective interest rate 3.60% 4.03% 12.00% Total $’000 343 5,670 (31,256) (25,243) Floating Int rate $’000 343 5,670 - 6,013 Fixed interest rate - - (31,256) (31,256) Net Financial Assets (Liabilities) 2022 Cash1 Restricted cash1 Loans2 Total (Net) Effective interest rate 2.35% 3.04% 12.00% Total $’000 131 5,670 (28,258) (22,457) Floating Int rate $’000 131 5,670 - 5,801 Fixed interest rate - - (28,258) (28,258) 1. Predominantly AUD denominated balances. 2. The facilities have an expiry date of 31 July 2024. The interest rate is fixed at 12%. 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 2023 $’000 69 6,013 6,082 2022 $’000 127 5,801 5,928 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 Other Total trade and other receivables Note 9 2023 $’000 69 - 69 2022 $’000 127 - 127 3. Liquidity risk The contractual maturities of financial liabilities, including estimated interest payments: 2023 Non-derivative financial liabilities Trade and other payables Loans - secured Total non-derivative financial liabilities 2022 Non-derivative financial liabilities Trade and other payables Loans - secured Total non-derivative financial liabilities Note 12 13 Note 12 13 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 16,913 31,259 48,172 (16,913) (16,913) (46,231) (46,231) (63,144) (63,144) - - - - - - - - - - - - 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 12,915 28,259 41,174 (12,915) (12,915) (39,670) (39,670) (52,585) (52,585) - - - - - - - - - - - - 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. 39 24. Controlled Entities 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 Country of incorporation 2023 2022 Percentage Australia Australia Algeria Spain Australia 100% -% 100% 100% 100% -% 100% 100% Following the disposal outlined in note 30, Western Mediterranean Zinc Spa is no longer a controlled entity. 25. Segment Reporting 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 (Bird in Hand Gold Project) Provision for impairment of exploration expenditure relating to BIHGP Profit or loss on disposal of inventories Profit or loss on disposal of non-current assets Mine rehabilitation obligation expense Share of WMZ loss before the mining license approval Other expenses Net finance costs (Loss) before income tax Income tax expense 2023 $'000 106 106 (647) (731) (715) (150) - 40 300 1,124 (1,693) (3,869) (6,235) - 2022 $'000 63 63 (429) (799) (731) - (15,099) 3 8 271 (708) (3,661) (21,082) - (Loss) for the year for the operating segment (6,235) (21,082) (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 - (6,235) 19,503 53,345 - (21,082) 20,097 40,074 90 415 2023 $'000 2022 $'000 - - - - - - - - - - - - - - - - - - - - (119) (60) - - (119) - (119) - (119) 45,746 - - - - (60) - (60) - (60) 45,235 - - 2023 $'000 106 106 (647) (731) (715) (150) - 40 300 1,124 (119) (1,693) (3,869) (6,354) - 2022 $'000 63 63 (429) (799) (731) (15,099) 3 8 271 (60) (708) (3,661) (21,142) - (6,354) (21,142) - (6,354) 65,249 53,345 - (21,142) 65,332 47,074 90 415 1. Capital expenditure consists of additions of property, plant and equipment, and exploration and evaluation assets. 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. 40 26. 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. The fair value of options issued is calculated using the Black-Scholes Option Pricing Model. There were no share based payments during the 2023 or 2022 financial years. 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. Tranches 3 and 4 (representing 5,000,000 options) expired, unexercised, in August 2023. There were no options outstanding at 31 December 2023. (a) Number and weighted average exercise prices of share options Weighted average exercise price 2023 Number of options 2023 Weighted average exercise price 2022 Number of options 2022 Outstanding at 1 January Granted during the period Expired (unexercised) during the year Outstanding at 31 December Exercisable at 31 December $0.225 $0.00 $0.225 - - 5,000,000 - (5,000,000) - - $0.225 $0.00 $0.00 $0.225 $0.225 5,000,000 - - 5,000,000 5,000,000 (b) Options exercised during the year There were no options exercised during the reporting period (2022: Nil). (c) Table of share options movement for the Group at 31 December 2023 Expiry Date Number of options Opening balance 1 January 2023 Granted during the period Expired during the period Closing balance 31 December 2023 5,000,000 - (5,000,000) - (d) Table of share options movement for the Group at 31 December 2022 Expiry Date Number of options Options expense this year $'000 195 - (195) - Total option value $'000 195 - (195) - Options expense this year $'000 Total option value $'000 Opening balance 1 January 2022 Granted during the period Expired during the period Closing balance 31 December 2022 27. Earnings per Share (a) Basic earnings per share The calculation of basic earnings per share at 31 December 2023 was based on the loss attributable to owners of the Company of $5.8m (2022: net loss of $21.1m) and a weighted average number of ordinary shares outstanding during the year ended 31 December 2023 of 2,116,562,720 (2022: 2,116,562,720), as follows: Earnings per share from continuing operations Loss for the year attributable to the owners of the Company Ordinary shares on issue Weighted average number of shares 2023 $’000 (6,354) 2022 $’000 (21,142) 2,116,562,720 2,116,562,720 2,116,562,720 2,116,562,720 Basic earnings per share (cents) from continuing operations (0.30) (1.00) 5,000,000 - - 5,000,000 195 - - 195 195 - - 195 (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. 41 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 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. to meet minimum The Adelaide Hills fold belt tenements had an amalgamated minimum expenditure of $0.97 million (representing a portion of the total minimum expenditure) over 2 years expiring on 30 June 2023. The Amalgamated Expenditure Agreement is currently under review, with an application in place for a 2 year expenditure commitment of $0.87 million. The Wild Horse tenement is excluded from the Adelaide Hills fold belt amalgamated minimum expenditure arrangement. The minimum expenditure $140,000 over 2 years. The South Gawler Ranges Project tenements had an amalgamated minimum expenditure of $1.78 million over 2 years expiring on 31 December 2023. 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) Other commitments and contingencies 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. 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) securing of US$6.68 million (approximately A$10 million) from a strategic investor through (ASX Announcement on 2 January 2024: Terramin secures US$6.68 million investment); and issue of a Convertible Note investment the an 2) reaching agreement with major shareholder, Asipac Group, to extend the term of the Finance Facilities from 31 January 2024 to 31 July 2024 (ASX Announcement on 30 January 2024: Finance Facility Update). 30. Parent Entity Disclosures As at, and throughout, the financial year ending 31 December 2023 the parent Company of the Group was Terramin Australia Limited. Result of the parent entity Loss for the period Total comprehensive income for the period 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 2023 $’000 (6,354) (6,354) 550 55,118 38,123 43,214 2022 $'000 (17,338) (17,338) 338 55,941 31,915 37,683 223,931 - (212,027) 11,904 223,931 195 (205,868) 18,258 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 2023. 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 End of Audited Financial Report 42 Tenement Information Terramin Australia Limited Tenement listing Title name and locations Angas - South Australia Bremer - South Australia 1 Cambrai - South Australia 1 Wild Horse - South Australia3 Licence number ML 6229 EL 5924 EL 6540 EL 5846 Terramin Exploration Pty Ltd (100% Terramin) Tenement listing Title name and locations Licence number Kapunda - South Australia 1 Lobethal - South Australia 1 Mount Barker - South Australia 1 Mount Pleasant - South Australia 1 Mount Torrens - South Australia 1 EL 6198 EL 6447 EL 6154 EL 6696 EL 6319 Licence area 87.97ha 348km2 89km2 462km2 Licence area 547km2 221km2 118km2 301km2 93km2 Application for renewal of licence lodged Application for renewal of licence lodged Expiry date Interest Minimum expenditure 16/08/2026 100% Not applicable 26/10/2027 100% $100,000 over 2 years 20/07/2025 100% $80,000 over 2 years 8/09/2027 100% $140,000 over 2 years Expiry date Interest Minimum expenditure 27/04/2029 100% $160,000 over 2 years 31/08/2024 100% $80,000 over 2 years 24/02/2029 100% $80,000 over 2 years 29/03/2026 100% $90,000 over 2 years 24/02/2024 100% $80,000 over 2 years 12/2/2024 Western Mediterranean Zinc Spa (49% 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 3, 4, Menninnie - South Australia 3, 45 Mt Ive - South Australia 3, 4 Mt Ive South - South Australia 3, 4 Mulleroo - South Australia 3, 4 Nonning - South Australia 3, 4 Peltabinna – South Australia 3, 4 Tanner - South Australia 3, 4 Taringa - South Australia 3, 4 Thurlga - South Australia 3, 4 Unalla - South Australia 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% $40,000 over 1 year 26/10/2027 100% $80,000 over 2 years 20/06/2029 100% $80,000 over 2 years 19/06/2024 100% $60,000 over 1 year 19/09/2027 100% $80,000 over 2 years 30/11/2027 100% $90,000 over 2 years 11/12/2023 100% $160,000 over 2 years 8/12/2023 31/07/2024 100% $55,000 over 1 year 20/02/2026 100% $300,000 over 2 years 27/11/2024 100% $145,000 over 1 year 6/06/2029 100% $80,000 over 2 years Terramin Australia Limited – Expired Tenements Tenement listing Title name and locations Tepko - South Australia Ulooloo – South Australia 1 Licence number EL 6267 EL 6267 EL 6293 Licence area 778km2 778km2 103km2 Expiry date Interest Minimum expenditure 7/10/2023 7/10/2023 100% 100% $630,000 over 3 years $630,000 over 3 years 18/12/2023 100% $133,000 over 2 year Application for renewal of licence lodged Not applicable Not applicable Pfeiffer - South Australia 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. Terramin entered into an agreement with Japan Organization for Metal and Energy Security (JOGMEC) for exploration of the South Gawler Ranges tenements during the period. 43 Reserves and Resources Terramin’s Mineral Resource and Ore Reserve estimates as at 31 December 2022 and 31 December 2023 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 www.terramin.com.au under the menu ‘ASX Announcements'. The JORC Code Competent Person statements for the 31 December 2022 estimates are included on pages 9 and 48 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 (%) 2022 Tala Hamza1, 2 Angas4, 5 Sunter4, 6 Menninnie Dam7, 8 Total (100%) Total (Terramin share - 2022) 2023 Tala Hamza1, 2 Angas4, 5 Sunter4, 6 Menninnie Dam7, 8 Total (100%) Total (Terramin share) 49 100 100 100 49 100 100 100 Table of Resources – Gold 44.2 0.66 0.13 44.99 22.45 44.2 0.66 0.13 44.99 22.45 5.54 4.68 5.70 5.53 5.52 5.54 4.68 5.70 5.53 5.52 1.44 1.81 2.31 1.45 1.46 1.44 1.81 2.31 1.45 1.46 8.9 0.25 0.24 7.7 17.09 12.55 8.9 0.25 0.24 7.7 17.09 12.55 4.0 2.8 2.9 3.1 2.16 3.40 4.0 2.8 2.9 3.1 2.16 3.40 0.7 1.3 1.2 2.6 1.57 1.89 0.7 1.3 1.2 2.6 1.57 1.89 53.0 0.91 0.38 7.7 61.99 34.96 53.0 0.91 0.38 7.7 61.99 34.96 5.3 4.2 3.8 3.1 4.62 4.77 5.3 4.2 3.8 3.1 4.62 4.77 1.3 1.7 1.6 2.6 1.47 1.60 1.3 1.7 1.6 2.6 1.47 1.60 Indicated Resource Terramin Interest (%) Tonnes (Kt) 2022 100 Bird in Hand - Total (100%) Total (Terramin share 2022) - 2023 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 44 Reserves and Resources (continued) Table of Resources – Copper Terramin Interest (%) Indicated Resource Cu Tonnes (%) (Mt) 2022 Kapunda Total (Terramin share 2022) 2023 Kapunda11, 12, 13 Total (Terramin share) 100 - 100 - Table of Reserves – Lead Zinc Terramin Interest (%) Probable Reserve Zn (%) Tonnes (Mt) 2022 Tala Hamza Total (Terramin share 2022) 2023 Tala Hamza2, 3 Total (Terramin share) - 49 - 49 25.9 12.7 25.9 12.7 6.3 6.3 6.3 6.3 Inferred Resource Tonnes (Mt) 47.4 47.4 47.4 47.4 Pb (%) 1.8 1.8 1.8 1.8 Cu (%) 0.25 0.25 0.25 0.25 Tonnes (Mt) 25.9 12.7 25.9 12.7 Total Resources Tonnes (Mt) Cu (%) 47.4 47.4 47.4 47.4 Total Reserve Zn (%) 6.3 6.3 6.3 6.3 0.25 0.25 0.25 0.25 Pb (%) 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 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. 45 Additional Securities Exchange Information Equity Securities on Issue Fully paid ordinary shares As at 29 February 2024, there were 2,273 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 29 February 2024, there were no holders of 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 29 February 2024 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 465 580 261 671 296 2,273 0 0 0 0 0 0 As at 29 February 2024, there were 1,414 shareholdings of less than a marketable parcel. Substantial Shareholders As at 29 February 2024, 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 HSBC Custody Nominees (Australia) Limited BNP Paribas Noms Pty Ltd UOBKH A/c R’miers Number of shares % Issued capital 827,023,014 290,655,171 215,179,578 201,855,495 39.07 13.73 10.17 9.54 46 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 29 February 2024 are: Shareholder Asipac Group Pty Ltd Citycorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited BNP Paribas Noms Pty Ltd UOBKH A/c R’miers China Non-Ferrous Metals Industry's Foreign Engineering & Construction Co Ltd New Asia Wealth Investment Holding (SG) Pte Ltd Fly Wealth Investment Pty Ltd Mr Jing Wang Tiger Brokers (AU) Pty Ltd Auwau Finance Group Pty Ltd BNP Paribas Nominees Pty Ltd Ms Er Xu Silver Springs Investment Pty Ltd Mr Julian Paul Leach HSBC Custody Nominees (Australia) Limited Huge Field Investment Ltd Enterprise Flourishing Pty Ltd

BNP Paribas Noms Pty Ltd Mr Peter Joseph McGuire Fasic Pty Ltd Total Additional Information Number of shares % Issued capital 827,023,014 290,655,171 215,179,578 201,855,495 67,800,000 57,185,513 35,800,000 35,399,949 23,065,674 17,857,143 17,690,875 17,511,817 15,580,967 14,685,187 11,633,072 10,000,000 9,500,000 8,201,587 8,000,000 7,368,916 39.07 13.73 10.17 9.54 3.20 2.70 1.69 1.67 1.09 0.84 0.84 0.83 0.74 0.69 0.55 0.47 0.45 0.39 0.38 0.35 1,891,993,958 89.39 Unquoted equity securities There were no holders of 20% or more of the equity securities in an unquoted class as at 29 February 2024. On-Market Share Buy-Back There is no current on-market buy-back in place. Corporate Governance Principles and Recommendations The Corporate Governance Principles and Recommendations can be found on the Company’s website. 47 Terramin Australia Limited 2115 Callington Road Strathalbyn, South Australia, 5255 T: +61 8 8536 5950 E: info@terramin.com.au W: www.terramin.com.au

Continue reading text version or see original annual report in PDF format above