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