2024 Annual Report
2
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 Entity Disclosure Statement ............................................................................................................................ 23
Consolidated Statement of Profit or Loss and Other Comprehensive Income ....................................................................... 24
Consolidated Statement of Financial Position ...................................................................................................................... 25
Consolidated Statement of Changes in Equity ...................................................................................................................... 26
Consolidated Statement of Cash Flows ................................................................................................................................. 27
Notes to the Consolidated Financial Statements .................................................................................................................. 28
Tenement Information ......................................................................................................................................................... 44
Reserves and Resources ....................................................................................................................................................... 45
Additional Securities Exchange Information ......................................................................................................................... 47
3
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.
Extensive established infrastructure in place with attractive low power and fuel costs. The project is fully permitted with all
environmental approvals in place and, with the land acquisition being recently completed and the signing of the EPC contract, early
construction has commenced.
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
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
ABN 67 062 576 238
ACN 062 576 238
Auditors
Grant Thornton Audit Pty Ltd
Level 3, 170 Frome Street
Adelaide, South Australia, 5000
Share Registry
Computershare Investor Services Pty Ltd
Level 5, 115 Grenfell Street
Adelaide, South Australia, 5000
T 1300 556 161
Australian Securities Exchange
ASX ticker code: TZN
Corporate Information
Directors
Feng Sheng
Executive Chair
Alan Broome AM
Non-Executive Director and Deputy-Chair
Angelo Siciliano
Non-Executive Director
Martin Janes
Executive Director
Junming Zhang
Non-Executive Director
Jing Wang
Non-Executive Director
Company Secretary
André van Driel
4
Chair’s Review
Dear Fellow Shareholders
It is my pleasure to present to you Terramin Australia Limited’s Annual Report for the year ended 31 December 2024. This has been
a transformative year for our company, marked by significant milestones across our key projects and a steadfast commitment to
delivering long-term value for our shareholders.
One of the most notable achievements of the past year was the substantial progress made on the Tala Hamza Zinc Project in Algeria.
The completion of land acquisition and the signing of an EPC contract valued at US$336 million represent major steps toward the
project's development. Construction activities commenced in November 2024, with geotechnical drilling equipment mobilised to site
and administration offices installed in December. These developments mark the beginning of tangible progress towards making Tala
Hamza a world-class zinc operation that will contribute positively to the Algerian economy.
In South Australia, the Bird in Hand Gold Project continued to face regulatory and legal challenges. The Judicial Review of the South
Australian Government’s refusal of our mining lease and miscellaneous purposes licence applications was heard before the Chief
Justice of the Supreme Court in October 2024. On 20 January 2025, the Supreme Court dismissed our application. In response,
Terramin has lodged an appeal, emphasising that the Minister’s decision was contrary to the positive recommendation of the
Department for Energy and Mining. We remain committed to advancing this high-value project through all available avenues while
maintaining open dialogue with key stakeholders.
Our partnership with JOGMEC at the South Gawler Ranges Project is an exciting opportunity for our company. It has allowed us to
initiate targeted drilling campaigns aimed at unlocking new resource potential. We look forward to further exploration in the coming
year.
Additionally, the work undertaken by our partner at the Kapunda Copper Joint Venture has continued to progress, demonstrating its
potential as a key copper recovery project. The innovative in-situ recovery (ISR) method being explored at Kapunda aligns with our
commitment to environmentally responsible mining practices.
Financially, we have remained disciplined in our approach to capital management, ensuring that we are well-positioned to fund our
growth initiatives. The signing of key agreements and progress in negotiations with strategic partners reinforce our confidence in the
future of Terramin.
As we move into 2025, our commitment to sustainable and responsible mining remains unwavering. We will continue to prioritise
environmental stewardship, community engagement, and operational excellence to ensure that Terramin not only delivers value for
its shareholders but also contributes positively to the regions in which we operate.
I would like to extend my sincere gratitude to our dedicated management team, employees, and stakeholders for their hard work and
commitment throughout the year. I also thank you, our valued shareholders, for your continued trust and support. We look forward
to another year of progress and opportunity.
Yours sincerely
Feng (Bruce) Sheng
Executive Chair
5
Financial Report
6
Directors’ Report
for the Year Ended 31 December 2024
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 2024.
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
BCom (Economics)
Non-Executive Deputy Chair
Ceased on 9 September 2024
Mr Kennedy has enjoyed a 40-year career in the non-ferrous
mining and smelting industry and has held a number of senior
marketing and logistics roles with the CRA/RTZ Group,
managing raw material sales from the Bougainville, Broken Hill,
Cobar and Woodlawn mines, managed raw material purchases
and supply into the Port Pirie lead smelter, Budel zinc smelter
(Netherlands), and the Avonmouth (UK) and Cockle Creek
(Newcastle) zinc-lead smelters. He was the resident Director of
the Korea Zinc group of companies in Australia from 1991 until
2005, which encompassed the construction and commissioning
of the Sun Metals zinc refinery in Townsville. Mr Kennedy was a
member of both the Audit, Risk & Compliance Committee and
Nominations & Remuneration Committee until he ceased his
position on 9 September 2024.
Mr Alan Broome AM
Non-Executive Director and Deputy Chair
Appointed 9 September 2024
Mr Broome is a metallurgist (by training), a director and
business advisor with over 40 years of experience in the Metals,
Mining and Energy Industries. Mr Broome is a Director and Chair
of a number of Australian mining technology companies including
Micromine Pty Ltd., UON Energy Pty Ltd.; iMine Data Analytics Ltd
and Emeritus Chair of the Australian mining technology member
group, Austmine (having been previous Chairman for 22 years).
Mr Broome has been appointed Chair of the Audit, Risk and
Compliance
Committee
and
the
Nominations
and
Remuneration Committee, effective 1 December 2024.
Mr Kevin McGuinness
BAA, ACA
Non-Executive Director
Ceased on 30 November 2024
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. Mr McGuinness
was Chair of both the Audit, Risk & Compliance Committee
and Nominations & Remuneration Committee until he
ceased his position on 30 November 2024.
Mr Angelo Siciliano
FIPA, Registered Tax Agent, BBus
Non-Executive Director
Appointed 2 January 2013
Mr Siciliano has 30 years of 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 both the Company’s Audit & Risk
Committee and Nominations & Remuneration Committee.
Mr Martin Janes
BEc GAICD
Executive Director
Appointed 1 December 2024
Mr Janes is a mining executive with over 30 years’ experience.
Mr Janes is Non-executive Chair of Maximus Resources
Limited (ASX: MXR), a position he held from 1 August 2019
until 25 February 2025. Mr Janes has a strong finance
background and specialty covering equity, debt & related
project financing tools and commodity off-take negotiation.
While
employed
by
Newmont
Australia
(previously
Normandy Mining) his major responsibilities included
corporate & project finance, treasury management, asset
sales and product offtake management. Mr Janes has a
Bachelor of Economics and is a member of the Australian
Institute of Company Directors. Mr Janes is a member of both
the Company’s Audit, Risk & Compliance Committee and
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.
7
Directors’ Report (continued)
Ms Jing Wang
Non-Executive Director
Appointed 13 February 2025
Ms Wang is a Partner and Head of China Practice at Gadens, a
leading Australian law firm. Ms Wang holds Bachelor’s degrees
in Law and Commerce from the University of Melbourne and is
accredited by the Law Institute of Victoria. Ms Wang is a
member of both the Company’s Audit, Risk & Compliance
Committee and Nominations & Remuneration Committee.
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, having worked for
Newmont Australia Limited, BHP Billiton Limited (now known
as BHP Group Limited) and Ramelius Resources Limited. Mr van
Driel is a Certified Practising Accountant (CPA) and has
completed the Certificate in Governance Practice with the
Governance Institute of Australia Limited.
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 2024, and the number of meetings attended by each
Director were:
Directors
Directors’
Meetings
Audit,
Risk & Compliance
Committee
Nominations &
Remuneration
Committee
E
A
E
A
E
A
F Sheng
2
2
-
-
-
-
M Kennedy
-
-
3
3
-
-
A Broome
2
2
-
-
1
1
K McGuinness
1
1
3
3
-
-
A Siciliano
2
2
3
3
1
1
M Janes
1
1
-
-
1
1
J Zhang
2
2
-
-
-
-
E
Number of meetings eligible to attend.
A
Number of meetings attended.
Principal Activities
During the year, there were no significant changes in the nature
of the Group’s principal activities which continued to focus on
the development of and exploration for base and precious
metals (in particular zinc, lead and gold) and other economic
mineral deposits.
Operating Results
The consolidated loss of the Group after providing for income
tax was $8.9 million for the year to 31 December 2024 (2023:
consolidated loss of $6.4 million). The major contributors to the
result were interest expense associated with loan facilities and
administration expenditure relating to Australian operations.
The consolidated net asset position as at 31 December 2024
was $3.0 million, a decrease from $11.9 million as at 31
December 2023. The decrease is primarily attributable to the
increase in current and non-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. Key project
highlights for the reporting period are outlined 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 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 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 to operate the mine, including mining, processing,
haul roads, ore stockpiles, tailings storage, concentrate
handling, 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 and direct
ramp access to a highway (currently under construction) that
leads directly to the Port of Bejaia (approximately 15kms to
8
Directors’ Report (continued)
the north) and important electricity and gas infrastructure.
During the reporting period, the Algerian Government finalised
the acquisition of the land, granting unrestricted access to
commence construction activities at the Tala Hamza Mining
Permit area. This milestone facilitates all future mining and
processing operations.
In
November
2024,
a
US$336
million
Engineering,
Procurement, and Construction (EPC) contract was signed with
Sinosteel
Equipment
&
Engineering
Co.
Ltd.
This
comprehensive agreement covers the construction of a
2.0mtpa process plant, an underground mine, backfill plant, dry
stack tailings storage facility, and associated infrastructure. In
accordance with the EPC, geotechnical drilling equipment was
mobilised to the site in November, with administration cabins
installed in December. These developments mark the
commencement of on-site construction activities.
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 approximately $4,650
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.
In October 2024, the Judicial Review of the South Australian
Government's refusal of the mining lease and miscellaneous
purposes license applications was heard before the Chief
Justice of the Supreme Court, Chris Kourakis. On 20 January
2025, the Court dismissed Terramin’s application.
Terramin has lodged an appeal against this decision,
emphasising that the Minister’s actions were contrary to the
positive recommendation of his own Department for Energy
and Mining. The appeal is expected to be heard later in 2025.
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.
9
Directors’ Report (continued)
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.
Ongoing test work has continued to support the technical
viability of the ISR extraction of the copper. A new series of
injection, extraction, and monitoring bores has been
commissioned, marking a significant step in the project’s
progression. Construction of plant and equipment for a full test
extraction of copper utilising lixiviant has been successfully
completed.
The project team is actively engaging with various government
departments to secure regulatory approvals for the use of
lixiviant. Approval is anticipated in the coming months, paving
the way for operational testing.
South Gawler Ranges Project
(Menninnie Metals Pty Ltd (MMPL) 70%, subject to farm out)
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 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 million
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. JOGMEC has
expended more than $1.5 million under the exploration
agreement and therefore has earned a 30% interest option in
the SGRP tenements.
During the financial year, the exploration program continued
with four diamond drillholes and 25 slimline reverse circulation
drillholes being undertaken. No significant mineralised
intersects were observed in these drill holes. A further diamond
drillhole was completed in March 2025.
Corporate
During the period, the Company agreed with its major
shareholder, Asipac, to re-establish and increase the existing
unsecured Standby Term (No.2) Facility to $2.425 million (of
which $1.0m had been drawn at the reporting date). The $6
million Bird in Hand Facility, the $21.18 million Standby Short-
term Facility and the $2.425 million unsecured Standby Term
(No.2) Facility continue on terms that expire on 30 June 2025.
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 South Australian Supreme Court’s (the Court)
dismissal of the Company’s application for judicial review
of the Minister’s decision to refuse a mining lease and a
miscellaneous purposes licence for the Bird in Hand Gold
Project. The Court also upheld the Governor’s subsequent
reservation of the area under the Mining Act 1971 (SA).
The Company lodged an appeal against the Court’s
decision in February 2025, and
- Ms Jing Wang commencing as a Non-executive Director of
Terramin on 13 February 2025.
Future Developments
Terramin’s focus will continue to be the funding and
development of its key Tala Hamza Zinc Project, and approval,
funding and development of the Bird in Hand Gold Project.
10
Directors’ Report (continued)
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.
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 2025 and has been approved by the Board.
Share Capital
(a) Ordinary Shares
As at 31 December 2024, 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, no unlisted options over fully paid ordinary
shares in the capital of the Company were exercised,
cancelled, lapsed or expired.
Remuneration Report – Audited
This remuneration report for the year ended 31 December
2024 outlines the remuneration arrangements of the
Company in accordance with requirements of the
Corporations Act 2001 (Act) the Corporations Regulations
2001.
The
remuneration
report
details
the
remuneration
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.
11
Directors’ Report (continued)
(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 Broome AM (Deputy Chair - Independent)
Mr A Siciliano (Non-Independent)
Mr K McGuinness (Independent)
Mr M Janes (Executive Director from 1 December 2024 - Non-
Independent)
Mr J Zhang (Independent)
Ms J Wang (Independent)
The following persons are also Key Management Personnel of
the Group:
Other Key Management Personnel
Mr M Janes (Executive Officer until 30 November 2024)
Mr A van Driel (Finance Manager and Company Secretary)
(b) Nominations and Remuneration Committee
The Nominations and Remuneration Committee is a committee
of the Board. The current members of the committee are Mr A
Broome (Chair), Mr M Janes 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
framework
and
ensure
that
shareholder and employee interests are aligned.
(c) Remuneration Policy and Practices
This report outlines the remuneration arrangements for KMP of
the Company. It is recognised that the performance of the
Company depends on the quality and skills of its Directors and
Executives. The Board is mindful of the need to attract,
motivate and retain highly skilled Directors and Executives.
The Group’s KMP compensation is competitively set to attract
and retain appropriately qualified and experienced Directors
and Executives in accordance with the following principles:
• Provide competitive rewards in accordance with market
standards to attract and retain high calibre Directors and
other KMP; and
• Link rewards with the strategic goals and performance of
the Group and the creation of shareholder value (by the
granting of share options, where appropriate).
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 Company’s appeal
against the Chief Justice’s dismissal in the Company’s
application for 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 29 May 2024, the
Remuneration Report for the financial year ending 31
December 2023 was approved by shareholders (99.79% voted
for the resolution).
(f) Executive Remuneration and Incentives
I.
Fixed Remuneration
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.
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.
12
Directors’ Report (continued)
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 ended on 30 November 2024 when Mr Janes
commenced in his position as Executive Director on 1
December 2024. Under this contract, Mr Janes received a
weekly
retainer
of
$6,000
(including
Superannuation
Guarantee Contributions) for 3.5 days of service per week.
Mr André van Driel commenced his employment with the
Company on 9 August 2018, and was 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 2024 was
$275,000 (with $49,500 (2023: $1,162,500) 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 2024, no
additional fees were paid to Non-Executive Directors in
relation to work outside of standard Board duties, however,
$11,500 has been accrued for Mr Siciliano’s time relating to
international travel during the reporting period.
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 at the reporting date and the annual fees
allocated for each position.
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.
Committee
Chair
Fee
$
Deputy
Chair
Fee $
Member
Fee
$
Director fee by role
100,000
60,000
40,000
Non-standard Board duties
1
1,000/day
1,000/day
1,000/day
Audit and Risk
A Broome AM (Chair), M Janes, A
Siciliano
7,500
-
5,000
Nominations and Remuneration
A Broome AM (Chair), M Janes, A
Siciliano
7,500
-
5,000
13
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
Long Term
Benefits
Post-Employment
Share-based Payments
Total
Salary and
Fees
Contract
Payments
Annual and Long
Service2
Superannuation
Benefits
Termination
Benefits
Share
Options
% of
Total
$
$
$
$
$
$
$
$
Directors1
M Kennedy3
2024
-
-
-
-
-
0.0%
48,222
48,222
2023
-
70,000
-
-
-
-
0.0%
70,000
A Siciliano
2024
-
61,500
-
-
-
-
0.0%
61,500
2023
-
50,000
-
-
-
-
0.0%
50,000
K McGuinness4
2024
-
50,417
-
-
-
-
0.0%
50,417
2023
-
55,000
-
-
-
-
0.0%
55,000
F Sheng
2024
-
100,000
-
-
-
-
0.0%
100,000
2023
-
100,000
-
-
-
-
0.0%
100,000
A Broome AM5
2024
-
21,778
-
-
-
-
0.0%
21,778
2023
-
-
-
-
-
-
0.0%
-
M Janes6
2024
-
275,504
-
24,496
-
-
0.0%
300,000
2023
-
258,991
-
23,009
-
-
0.0%
282,000
J Zhang7
2024
-
-
-
-
-
-
0.0%
-
2023
-
-
-
-
-
-
0.0%
-
Key Management Personnel
A van Driel
2024
144,144
-
(779)
16,216
-
-
0.0%
159,581
2023
139,572
-
13,095
15,015
-
-
0.0%
167,682
TOTAL
2024
144,144
557,421
(779)
40,712
-
-
- 741,498
2023
139,572
533,991
13,095
38,024
-
-
- 724,682
1. Refer to table above (and subparagraph (g) on pages 13) for details of Directors’ fees allocated by role.
2. Represents the movements in the associated provisions.
3. Mr M Kennedy ceased as Non-executive Director of the Company on 9 September 2024.
4. Mr K McGuinness ceased as Non-executive Director of the Company on 30 November 2024.
5. Mr A Broome AM commenced as Non-executive Director of the Company on 9 September 2024.
6. Mr M Janes ceased as Executive Officer and commenced as Executive Director of the Company on 1 December 2024.
7. Mr J Zhang commenced as Non-executive Director of the Company on 6 July 2023.
14
Directors’ Report (continued)
(i) Key management personnel - shares and options over equity instruments
The movement during the reporting period in the number of ordinary shares or options over ordinary shares in the Company by each
Key Management Personnel is as follows:
Shares
Key Management Personnel
Shares Balance
1 Jan 24
Shares held prior to
commencing as KMP
Shares Acquired
during Year
Shares Issued as
Remuneration
Cessation as
KMP
Shares Balance
31 Dec 24
Parent Entity Directors
M Kennedy
5,246,107
-
-
-
(5,246,107)
-
A Siciliano
10,000,000
-
-
-
-
10,000,000
K McGuinness
2,698,108
-
-
-
(2,698,108)
-
F Sheng
827,469,670
-
-
-
-
827,469,670
A Broome AM
-
-
-
-
-
-
M Janes
125,974
-
-
-
-
125,974
J Zhang
-
-
-
-
-
-
Other Key Management Personnel
A van Driel
-
-
-
-
-
-
Total
845,539,859
-
-
-
(7,944,215)
837,595,644
(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 2024, Asipac owned 39.07% of the ordinary
shares in Terramin (2023: 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
2024 include:
Key Management Personnel
2024
2023
M Kennedy
1
-
280,000
A Siciliano
1
12,500
212,500
K McGuinness
1
-
220,000
F Sheng
25,000
450,000
A Broome AM
-
-
M Janes
2.3
12,000
124,757
J Zhang1
-
-
Total for Directors
49,500
1,162,500
M Janes
2.3
8,045
124,757
Total
57,545
1,287,257
1. Mr Kennedy, Mr Siciliano, Mr McGuinness, Mr A Broome AM and Mr
Zhang are Non-Executive Directors of the Company.
2. Mr Janes ceased as Executive Officer and commenced as Executive
Director of the Company on 1 December 2024.
3. Mr Janes’ outstanding fees includes superannuation.
Other related party transactions are disclosed at note 21.
(l) Share Trading Policies
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.
The Board considers that, in light of the size and structure of
the Company and the absence of a secondary market for the
Company’s securities, this policy provides adequate protection
against unauthorised dealings by Directors and specified
Executives, in 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
15
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 and 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
2024
$’000
2023
$'000
Tax compliance services
9
14
Total
9
14
Auditor’s independence declaration
The Auditor’s Independence Declaration for the year ended 31 December 2024 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 2025 in accordance with a resolution of the Board of Directors.
Feng (Bruce) Sheng
Executive Chair
Alan Broome AM
Non-Executive Director and Deputy Chair
16
Directors’ Declaration
The Directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 24-43, and the remuneration disclosures contained in pages 10-14 of
the Directors’ Report, are in accordance with the Corporations Act 2001, and:
a.
comply with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations
Regulations 2001; and
b.
give a true and fair view of the financial position as at 31 December 2024 and of the performance for the year ended on
that date of the consolidated entity;
2.
the Executive Officer/ Executive Director and Finance Manager have each declared that:
a.
the financial records of the Company for the financial year have been properly maintained in accordance with section 286
of the Corporations Act 2001;
b.
the financial statements and notes for the financial year comply with the Accounting Standards;
c.
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
d.
the financial statements and notes for the financial year give a true and fair view;
3.
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;
4.
the consolidated financial statements comply with International Financial Reporting Standards as disclosed in note 2(a);
5.
the consolidated entity disclosure statement presented on page 23 is in accordance with section 295(3A) of the Corporations
Act 2001 and is true and correct.
This declaration is made in accordance with a resolution of the Board of Directors.
Feng (Bruce) Sheng
Executive Chair
Alan Broome AM
Non-Executive Director and Deputy Chair
19 March 2025
19 March 2025
17
Auditor’s Independence Declaration
18
Auditor’s Independent Report
19
20
21
22
23
Consolidated Entity Disclosure Statement
as at 31 December 2024
Name of Entity
Type of entity
Trustee, partner
of participant in
joint venture
Bodies corporate
Tax residency
Country of
incorporation
% of share
capital held
Australian or
Foreign
Foreign
jurisdiction
Terramin Australia Limited
Body Corporate
Not applicable
Australia
Not applicable
Australian
Not applicable
Terramin Exploration Pty Ltd
Body Corporate
Not applicable
Australia
100%
Australian
Not applicable
Menninnie Metals Pty Ltd
Body Corporate
Not applicable
Australia
100%
Australian
Not applicable
Terramin Spain SL
Body Corporate
Not applicable
Spain
100%
Foreign
Spain
Basis of preparation
The consolidated entity disclosure statement has been prepared in accordance with Subsection 295(3A)(a) of the Corporations Act
2001. The entities listed in the statement are Terramin Australia Limited and all the entities it controls in accordance with AASB 10
Consolidated Financial Statements.
24
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
for the Year Ended 31 December 2024
Note
2024
$’000
2023
$’000
Revenue and other income
4
134
106
Raw materials, consumables and other direct costs
(100)
(173)
Employee benefits expense
(743)
(731)
Depreciation and amortisation
11
(720)
(715)
Exploration and evaluation expensed (Bird in Hand Gold Project)
(115)
(150)
Profit or loss on disposal of inventories
-
(151)
Profit or loss on disposal of non-current assets
(1)
300
Mine rehabilitation obligation expense
16
54
1,124
Share of loss of Associate – Western Mediterranean Zinc Spa
13
-
(119)
Other expenses
4
(2,274)
(1,976)
Loss before net financing costs and income tax
(3,765)
(2,485)
Finance income
6
305
207
Finance costs
6
(5,413)
(4,076)
Net finance costs
(5,108)
(3,869)
Loss for the period
(8,873)
(6,354)
Income tax benefit
20
-
-
Loss for the year
(8,873)
(6,354)
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
(8,873)
(6,354)
Earnings per share attributable to the ordinary equity holders of the Company:
Note
2024
2023
Basic earnings/(loss) per share – (cents per share)
27(a)
(0.42)
(0.30)
Diluted earnings/(loss) per share – (cents per share)
27(b)
(0.42)
(0.30)
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.
25
Consolidated Statement of Financial Position
as at 31 December 2024
2024
Notes
$'000
2023
$'000
Assets
Current Assets
Cash and cash equivalents
7
214
374
Trade and other receivables
10
132
69
Other assets
143
137
Total current assets
489
580
Non-current assets
Restricted Cash
8
5,670
5,670
Inventories
9
51
51
Property, plant and equipment
11
4,371
5,075
Exploration and evaluation
12
8,208
8,127
Investment in Associate – Western Mediterranean Zinc Spa
13
46,409
45,746
Total non-current assets
64,709
64,669
TOTAL ASSETS
65,198
65,249
Liabilities
Current liabilities
Trade and other payables
14
677
1,921
Short term borrowings and accrued interest
15
44,447
46,248
Provisions
16
99
84
Total current liabilities
45,223
48,253
Non-current liabilities
Long term borrowings
17
10,360
-
Derivative
17
1,096
-
Provisions
16
5,488
5,092
Total non-current liabilities
16,944
5,092
TOTAL LIABILITIES
62,167
53,345
NET ASSETS
3,031
11,904
Equity
Share capital
18
223,931
223,931
Reserves
19
(12)
(12)
Accumulated losses
(220,888)
(212,015)
TOTAL EQUITY
3,031
11,904
The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the consolidated financial statements.
26
Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024
2024
Share capital
$'000
Share based
payments
reserve
$’000
Translation
reserve
$'000
Accumulated
losses
$'000
Total
equity
$'000
Balance at 1 January 2024
223,931
-
(12)
(212,015)
11,904
Total comprehensive income for the period
Profit for the year
-
-
-
(8,873)
(8,873)
Other comprehensive income
Foreign currency translation differences
-
-
-
-
-
Total other comprehensive income
-
-
-
-
-
Total comprehensive income for the year
-
-
-
(8,873)
(8,873)
Other equity movements
Deconsolidation of foreign currency translation reserve
-
-
-
-
-
Deconsolidation of non-controlling interest
-
-
-
-
-
Transfer expired options to retained earnings
-
-
-
-
-
Total other equity movements
-
-
-
-
-
Balance at 31 December 2024
223,931
-
(12)
(220,888)
3,031
2023
Share capital
$'000
Share based
payments
reserve
$’000
Translation
reserve
$'000
Accumulated
losses
$'000
Total
equity
$'000
Balance at 1 January 2023
223,931
195
(12)
(205,856)
18,258
Total comprehensive income for the period
Profit for the year
-
-
-
(6,354)
(6,354)
Other comprehensive income
Foreign currency translation differences
-
-
-
-
-
Total other comprehensive income
-
-
-
-
-
Total comprehensive income for the year
-
-
-
(6,354)
(6,354)
Other equity movements
Deconsolidation of foreign currency translation reserve
-
-
-
-
-
Deconsolidation of non-controlling interest
-
-
-
-
-
Transfer expired options to retained earnings
-
(195)
-
195
-
Total other equity movements
-
(195)
-
195
-
Balance at 31 December 2023
223,931
-
(12)
(212,015)
11,904
The Consolidated Statement of Change in Equity is to be read in conjunction with the notes to the consolidated financial statements.
27
Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024
Note
2024
$'000
2023
$'000
Cash from operating activities:
Receipts from customers
190
119
Interest received
300
203
Payments to suppliers and employees
(5,297)
(3,228)
Financing costs and interest paid
(105)
(100)
Total cash (used in) operating activities
21
(4,912)
(3,006)
Cash flows from investing activities:
Proceeds from the sale of non-current assets
2
307
Exploration and evaluation expenditure
(67)
(58)
Net cash (used in) investing activities
(65)
249
Cash flows from financing activities:
Proceeds from the issue of convertible note
9,861
-
Proceeds from borrowings
1,000
3,000
Repayment of borrowings, interest and facility fees
(6,044)
-
Net cash from financing activities
4,817
3,000
Other activities:
Net increase /(decrease) in cash and cash equivalents
(160)
243
Net foreign exchange differences
-
-
Cash and cash equivalents at beginning of the year (including restricted cash on deposit)
374
131
Cash and cash equivalents at end of the year
7
214
374
The Consolidated Statement of Cash Flows is to be read in conjunction with the notes to the consolidated financial statements.
28
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
Accounting
Interpretations)
issued
by
the
Australian
Accounting Standards Board (AASB) and the Corporations Act
2001. The consolidated financial statements comply with
International Financial Reporting
Standards (IFRS) and
interpretations adopted by the International Accounting
Standards Board (IASB).
Terramin Australia Limited is a for-profit entity for the purpose
of preparing the financial statements.
Terramin Australia Limited is a public company incorporated
and domiciled in Australia. The address of its registered office
is 2115 Callington Road, Strathalbyn, SA, 5255.
(b) Basis of Measurement
The financial statements are presented in Australian dollars
(AUD), have been prepared on an accruals basis and are based
on historical costs, except for the provision for mine
rehabilitation measured at the present value of future cash
flows. The Group is of a kind referred to in ASIC Corporations
(Rounding
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.
(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 2024, the
Group incurred a loss of $8.9 million and at 31 December 2024
the Group’s current liabilities exceeded its current assets by
$44.7 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. At the reporting date, Terramin and
Asipac had agreed to extend the term of the Finance Facilities
from 31 January 2025 to 30 June 2024 (ASX Announcement on
20 December 2024: Finance Facility Update).
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.
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.
29
(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
companies
are eliminated on consolidation, including
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.
(d) Inventories
Non-current
inventories
represent
spare
parts
and
consumables which are not expected to be used within 12
months. Inventories are valued at lower of cost and net
realisable value.
(e) Trade and Other Receivables
Trade and other receivables are recognised at cost and carried
at original invoice amount less allowances for impairment
losses.
The group applies the AASB 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss
allowance for all trade receivables. To measure the expected
credit losses, trade receivables and contract assets have been
grouped based on shared credit risk characteristics and the
days past due.
(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.
Class of Asset
Depreciation rates
Motor vehicles
18 - 25%
Computer and office equipment
18 - 50%
Plant and equipment
5 - 18%
30
(g) Impairment of Assets
Non-financial Assets
At each reporting date, the Group reviews the carrying values
of its non-financial assets to determine whether there is any
indication that those assets have been impaired. If such an
indication exists, the recoverable amount of the asset is
determined and compared to the asset’s carrying value. Any
excess of the asset’s carrying value over its recoverable amount
is recognised as an expense in the profit or loss.
Where it is not possible to estimate the recoverable amount of
an individual asset, the Group estimates the recoverable
amount of the cash-generating unit (CGU) to which the asset
belongs. A CGU is the smallest identifiable asset group that
generates cash flows that largely are independent from other
assets and groups. Impairment losses recognised in respect of
CGU’s are allocated first to reduce the carrying amount of any
goodwill allocated to the units and then to reduce the carrying
amount of the other assets in the unit (group of units) on a pro
rata basis. An impairment loss is reversed if the reversal can be
related objectively to an event occurring after the impairment
loss was recognised. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of
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.
(i) Investments in Associates and Joint Arrangements
Associates are those entities over which the Group is able to
exert significant influence but which are not subsidiaries.
A joint venture is an arrangement that the Group controls
jointly with one or more other investors, and over which the
Group has rights to a share of the arrangement’s net assets
rather than direct rights to underlying assets and obligations for
underlying liabilities. A joint arrangement in which the Group
has direct rights to underlying assets and obligations for
underlying liabilities is classified as a joint operation.
Investments in associates and joint ventures are accounted for
using the equity method. 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.
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
31
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.
Site restoration liability
A provision is recognised for the estimated cost of
rehabilitation, decommissioning and restoration relating to
areas disturbed during operation of the Angas Zinc Mine up to
reporting date but not yet rehabilitated.
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 date. Consideration is given to
future wage and salary levels, experience of employee
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.
32
Share Based Payments
The Group uses share options to provide incentives to directors,
employees
and
consultants.
The
Board,
upon
the
recommendation of the Nominations and Remuneration
Committee, has discretion to determine the number of options
to be offered to Eligible Employees (as that term is defined by
the EOP) and the terms upon which they are offered, including
exercise price and vesting conditions. The fair value of options
at grant date is independently determined using an option
pricing model that considers the exercise price, the term of the
option, the 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.
(q) Financing Costs
Financing costs include 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 liabilities denominated 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).
Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date
when the fair value was determined. Translation differences on
assets and liabilities carried at fair value are reported as part of
the fair value gain or loss. For example, translation differences
on non-monetary assets and liabilities such as equities held at
fair value through profit or loss are recognised in profit or loss
as part of the fair value gain or loss and translation differences
on non-monetary assets such as equities classified as at fair
value through other comprehensive income are recognised in
other comprehensive income.
Group companies
The results and financial position of foreign operations (none of
which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation
currency are translated into the presentation currency as
follows:
33
•
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 investments, are recognised 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.
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.
(t) Income Tax
The charge for current income tax expenses is based on the
profit for the year adjusted for any non-assessable or
disallowed items. It is calculated using tax rates that have been
enacted or are substantively enacted by the reporting date.
Deferred tax is accounted for using the liability method in
respect of temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the
consolidated financial statements. No deferred income tax will
be recognised from the initial recognition of an asset or liability,
excluding a business combination, where there is no effect on
accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realised or liability settled.
Deferred tax is credited in the profit or loss except where it
relates to items that may be credited directly to equity, in which
case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it
is probable that future tax profits will be available against which
deductible temporary differences can be utilised.
Determination of future tax profits requires estimates and
assumptions as to future events and circumstances, in
particular, whether successful development and commercial
exploitation, or alternatively sale, of the respective areas of
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
to
management
for
assessing
performance and determining the allocation of resources within
the consolidated entity.
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.
(x) Financial Risk Management
The Group’s activities expose it to the following risks from the
use of financial instruments:
Credit Risk
The risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its
contractual obligations. This arises principally from short term
cash investments.
34
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;
• residual guarantee;
• lease term;
• certainty of a purchase option; and
• termination penalties.
When a lease liability is remeasured, an adjustment is made to
the corresponding right-of-use asset, or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
4. Revenue, Other Income and Expenses
Revenue and other income
2024
$000’s
2023
$000’s
Revenue from contracts – recognised over time
132
56
Other income
2
50
Total revenue and other income
134
106
Other expenses
2024
$000’s
2023
$000’s
Corporate Administration and Marketing Costs
34
387
Insurance costs
356
343
Legal, Accounting and Other Consultants
1,598
1,038
ASX fees, Share Registry and AGM Costs
81
71
Domestic / International travel and accommodation
204
136
Other
1
1
Total other expenses
2,274
1,976
5. Auditor’s Remuneration
Grant Thornton Audit Pty Ltd
2024
$
2023
$
Audit and review of financial reports
123,718
115,781
Tax compliance services
8,961
14,274
Total auditor’s remuneration
132,679
130,055
35
6. Finance Income and Costs
Finance income
2024
$’000
2023
$’000
Interest income
305
207
Total finance income
305
207
Finance costs
2024
$’000
2023
$’000
Interest on borrowings
3,276
3,546
Interest on convertible note
800
-
Unrealised foreign exchange loss on revaluing
convertible note
Change to mine rehabilitation provision
794
431
-
416
Amortisation of borrowing costs
6
14
Facility fees
85
85
Other borrowing costs
21
15
Total finance costs
5,413
4,076
7. Cash and Cash Equivalents
2024
$’000
2023
$’000
Cash on hand
-
1
Bank balances
167
343
Short-term restricted cash on deposit1
47
30
Total cash and cash equivalents
214
374
1. Represents restricted cash on deposit to support environmental
rehabilitation bonds and minor credit card facilities.
8. Restricted Cash
2024
$’000
2023
$’000
Restricted cash on deposit1,2
5,670
5,670
Total non-current restricted cash
5,670
5,670
1. $5.67 million (2023: $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 court decision regarding the Bird in Hand
Gold Project subsequent to the reporting date, the restricted nature of the
deposits has continued to be classified as a non-current asset to match the
expected timing of rehabilitation.
9. Inventories
2023
$’000
2023
$’000
Non-current
Raw materials and consumables
51
51
Total inventories at the lower of cost and net
realisable value
51
51
10. Trade and Other Receivables
2024
$’000
2023
$’000
Trade receivables
107
10
Accrued interest receivable
8
3
Other receivables (including GST refund)
17
56
Total trade and other receivables
132
69
11. 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 and on council valuations.
Property, plant and equipment - non-current
2024
$’000
2023
$’000
Freehold land
At cost
3,460
3,460
Total freehold land1
3,460
3,460
Buildings and other infrastructure
At cost
104
104
Less accumulated depreciation
(104)
(104)
Total buildings and other infrastructure1
-
-
Plant and Equipment
At cost
56,138
56,126
Less accumulated impairment
(14,219) (14,219)
Less accumulated depreciation
(41,008) (40,292)
Total plant and equipment1
911
1,615
Total property plant and equipment
4,371
5,075
36
11. Property, Plant and Equipment (continued)
Movements in carrying amounts
Property, plant and equipment - non-current
Freehold
land
$'000
Buildings & other
infrastructure
$'000
Plant and
equipment
$'000
Total
$'000
Opening carrying amount 1 Jan 2024
3,460
-
1,615
5,075
Additions
-
-
18
18
Disposals
-
-
(2)
(2)
Depreciation and amortisation
-
-
(720)
(720)
Carrying amount at 31 Dec 2024
3,460
-
911
4,371
Property, plant and equipment - non-current
Freehold
land
$'000
Buildings & other
infrastructure
$'000
Plant and
equipment
$'000
Total
$'000
Opening carrying amount 1 Jan 2023
3,460
1
2,285
5,746
Additions
-
-
52
52
Disposals
-
-
(8)
(8)
Depreciation and amortisation
-
(1)
(714)
(715)
Carrying amount at 31 Dec 2023
3,460
-
1,615
5,075
12. Exploration and Evaluation Assets
Exploration and evaluation
2024
$’000
2023
$’000
At cost
8,127
8,038
Additions
81
89
Total exploration and evaluation
8,208
8,127
Exploration and evaluation projects by area of interest
2024
$’000
2023
$’000
Adelaide Hills (Terramin 100%)1, 2
2,260
2,194
Bird in Hand Gold (Terramin Exploration 100%)3
-
-
South Gawler Ranges (Menninnie Metals 100%)2
5,948
5,933
Total exploration and evaluation
8,208
8,127
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. During 2022, the Company executed a A$10.5 million exploration agreement with JOGMEC relating to the South Gawler Ranges tenements, which received FIRB
approval in June 2022. Exploration activities commenced in late 2022 and continued into 2024 with the completion of two separate exploration drilling programs.
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.
3. 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 (Supreme Court) seeking judicial review of the South Australian Government decisions. The
Court hearing was held on 14 and 15 October 2024, and on 20 January 2025 the Judge dismissed the Company’s application for Judicial Review. The Company lodged
an appeal against the Supreme Court’s decision on 7 February 2025.
37
13. Investment in Associate – Western
Mediterranean Zinc
Investment in WMZ
Dec 2024
$000’s
Dec 2023
$’000’s
Fair value at beginning of the period
45,746
45,235
Share of WMZ profit/(loss) during the period
-
(119)
Working capital contributions to WMZ during
the period
663
630
Total investment in WMZ
46,409
45,746
Statement of Financial Position of WMZ
Dec 2024
$’000
Dec 2023
$’000
Current assets
22
-
Non-current assets
44,941
41,573
Current liabilities
(377)
(230)
Non-current liabilities
-
-
Net assets
44,586
41,343
1. During 2022, the Company gave up a 16% ownership interest in Western
Mediterranean Zinc Spa (WMZ) to ENOF in order to comply with Algerian Law,
which resulted in Terramin holding a minority interest. 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. 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.
3. The Company assessed the carrying value of the investment in Western
Mediterranean Zinc and concluded that there were no impairment triggers
considering the Tala Hamza project development is progressing following the
decision to develop the project by the joint venture partners and the Algerian
regulator issuing the mining permit in May 2023.
14. Trade and Other Payables
2024
$’000
2023
$’000
Trade payables
42
962
Other payables and accrued expenses
635
959
Total trade and other payables
677
1,921
Trade and other payables are normally non-interest bearing
and are settled on 30 days end of month terms.
15. Short term borrowings & accrued interest
2024
$’000
2023
$’000
Current liabilities
Loans - secured1
27,183
27,183
Loans – unsecured1
1,000
4,073
Total short term borrowings
28,168
31,256
Accrued interest on borrowings
16,279
14,992
Total short term borrowings and accrued interest
44,447
46,248
Finance Facilities
2024
$’000
2023
$’000
Financing facilities
Loan facilities - available
29,608
31,256
Loan facilities - drawn
28,183
31,258
Less: unamortised transaction costs
(15)
(2)
Accrued interest on borrowings
16,279
14,992
Carrying amount at 31 December
44,447
46,248
1. At the reporting date, the Group had drawn down $28.18 million of $29.61
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. On 20 December 2024, the Company
reached agreement with Asipac to extend the expiry term of the facilities
to 30 June 2025.
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
$2.425 million Standby (No.2) Facility (Standby (No.2) Facility)
provided by Asipac to Terramin Exploration Pty Ltd is
unsecured.
16. Provisions
2024
$’000
2023
$’000
Current
Employee benefits
99
84
Total current provisions
99
84
Non-current:
Employee benefits
77
58
Mine rehabilitation1
5,411
5,034
Total non-current provisions
5,488
5,092
Employee
Benefits
$’000
Mine
Rehabilitation
$’000
Total
$’000
At 1 January 2024
142
5,034
5,176
Change to provision
56
431
487
Remeasurement
-
(54)
(54)
Paid during the period
(22)
-
(22)
At 31 December 2024
176
5,411
5,587
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 4.05% risk-free discount
rate (2023: 3.72%).
Despite the decision by the South Australian Government in
2023 to refuse to grant the Mining Lease and Miscellaneous
Purposes Licence in respect of the Bird in Hand Gold Project,
the Company has no immediate plans to commence
rehabilitation of the Angas Zinc Mine site as it continues to
progress an appeal of the Judicial Review of the decision.
38
17. Long-term borrowings and derivative
Long-term borrowings
Dec 2024
$’000
Dec 2023
$’000
Convertible Note – unsecured1, 2
10,360
-
Total long-term borrowings
10,360
-
Embedded derivative liability
Dec 2024
$’000
Dec 2023
$’000
Derivative in Convertible Note1
1,096
-
Total embedded derivative liability
1,096
-
1. In January 2024, the Group issued a Convertible Note to a strategic investor
for US$6.68 million (approximately A$10 million). The key terms include:
• unsecured and unlisted,
• a term expiring 3 years from the issue date,
• an annual interest rate of 2.5% (non-compounding, payable at maturity),
• the noteholder may decide to convert the note to fully paid ordinary
shares in Terramin after 2 years from the issue date (lock-in period) at
90% of VWAP at the time of conversion, and
• if not converted, then the Note is repayable in cash (issue value plus
interest denominated in USD) at maturity.
2. Being denominated in USD, the settlement will be subject to foreign exchange
movements.
18. 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.
2024
2023
$’000
$'000
Ordinary shares
229,676
229,676
Share issue costs
(5,745)
(5,745)
Total issued capital
223,931
223,931
(b) Detailed table of capital issued during the year
Type of share
issue
Issue
date
Number of Ordinary
Shares on issue
Issue
price $
Share Capital
$’000
At 1 Jan 2024
2,116,562,720
223,931
At 31 Dec 2024
2,116,562,720
223,931
Issued Capital
223,931
Type of share
issue
Issue
date
Number of Ordinary
Shares on issue
Issue
price $
Share Capital
$’000
At 1 Jan 2023
2,116,562,720
223,931
At 31 Dec 2023
2,116,562,720
223,931
Issued Capital
223,931
19. Reserves
(a) Foreign currency translation reserve
Foreign currency translation reserve
2024
2023
$’000
$'000
Balance at the beginning of the year
(12)
(12)
Adjustment on translation to presentation currency
-
-
Balance at the end of the year
(12)
(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
2024
2023
$’000
$'000
Balance at the beginning of the year
-
195
Options value expired unexercised during the year
-
(195)
Balance at the end of the year
-
-
Total Reserves
(12)
(12)
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
2024 reporting period no options or share rights were granted
to employees, including KMP’s (2023: 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 Taylor stepped down as
CEO of the Company in July 2020 prior to tranches 3 and 4
(representing 5,000,000 options) of his 10,000,000 options
vesting, which were forfeited. Tranches 1 and 2 (representing
5,000,000 options) expired, unexercised, in August 2023.
20. Income Tax Expense
2024
$'000
2023
$'000
Prima facie tax benefit on loss before income tax at
30% (2023: 30%)
(2,662)
(1,871)
Decrease in income tax benefit due to:
(Deductible)/non-deductible items
1,566
364
Deferred tax asset not brought to account
(1,096)
(1,507)
Unused tax losses for which no deferred tax asset has
been recognised
197,316
193,781
Potential tax benefit
59,195
58,134
The applicable weighted average effective tax rates
for the reporting period are:
12%
24%
The Company is part of an Australian Tax Consolidated Group.
The Australian Tax Consolidated Group has potential deferred
tax assets of $59.2 million (2023: $58.1 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.
39
21. Cash Flow Information
Reconciliation of cash flow from operations with loss from
ordinary activities after income tax:
2024
$’000
2023
$'000
Loss for the period
(8,873)
(6,354)
Adjustment for:
Depreciation and amortisation
720
715
Inventory impairment
-
200
Amortisation of borrowing costs
7
13
Accrued interest on short-term borrowings
3,275
3,546
Movement in long-term borrowings
1,594
-
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
(77)
81
(Decrease)/increase in trade and other payables
(1,969)
(483)
(Decrease)/increase in provisions
411
(724)
Cashflow (used in) operating activities
(4,912)
(3,006)
22. Related Parties
(a) Key management personnel compensation
Summary of Key Management Personnel (KMP) compensation:
2024
$
2023
$
Short-term employee benefits
690,065
673,563
Long-term employee benefits
(779)
13,095
Post-employment benefits
40,712
38,024
Total KMP compensation
729,998
724,682
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 2024, Asipac owned 39.07% of the ordinary
shares in Terramin (2023: 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.Asipac has had the
following transactions during the year:
Asipac Group
2024
$’000
2023
$’000
Borrowings as at 1 January
31,258
28,258
Loans advanced during the year
1,000
3,000
Loan repayments in the year
(4,075)
-
Borrowings as at 31 December
28,183
31,258
Related Party Transactions
2023
$’000
2023
$’000
Loan facility fees paid
(66)
-
Loan facility fees incurred
21
14
Interest paid
(1,902)
-
Interest incurred to date
16,279
14,906
Related Party Balance
Amounts owed at year end
16,300
14,920
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 2024, 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. The Asipac Finance Facilities
expiry term has also been further extended to 30 June 2025.
Based on a prior period agreement and continuing 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.
23. Financial Instruments
The Group is exposed to market risk in the form of commodity
price risk, foreign currency exchange risk and interest rate risk.
The carrying value of the financial assets and liabilities of the
Group, together with the equity and profit or loss impact during
the period (if any), that are affected by market risk are
categorised as follows:
Financial Instruments
Note
2024
$'000
2023
$’000
Current
Cash and cash equivalents
7
214
374
Trade and other receivables
9
132
69
Trade and other payables
13
(677)
(1,921)
Financial liabilities at amortised cost
14
(44,447)
(46,248)
Total current financial instruments
(44,778)
(47,726)
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
maturities at the current market interest rate that is available
for similar financial liabilities.
24. 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.
40
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.
1. Market Risk
Market risk is the risk that the fair value of future cash flows of
a financial instrument will fluctuate because of changes in
market prices. Market prices comprise three types of risk:
commodity price risk, interest rate risk and currency risk.
Financial instruments affected by market risk include loans and
borrowings, deposits, accounts receivable, accounts payable
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 Euros (EUR),
Singapore Dollars (SGD) 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 (2023:
$nil). The Group’s exposure to foreign currency risk at the
reporting date was as follows:
In AUD thousand
equivalent
31 December 2024
31 December 2023
USD
EUR
SGD
USD
EUR
SGD
Trade payables
-
(26)
(7)
-
(5)
-
Convertible note
(10,360)
-
-
-
-
-
Gross exposure
(10,360)
(26)
(7)
-
(5)
-
The following exchange rates applied for the Group
Consolidated Statement of Financial Position:
Currency Exchange Rates
Currency
2024
2023
Year-end rates used for the consolidated
statement of financial position, to
translate the currencies into AUD, are:
USUSD
EUR
SGD
DZD
0.62
0.60
0.85
83.87
0.68
0.62
0.90
91.07
Sensitivity Analysis
Sensitivity to fluctuations in foreign currency rates is based on
outstanding monetary items at 31 December 2024 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) 2024
Effective
interest
rate
Total
$’000
Floating
Int rate
$’000
Fixed
interest
rate
Cash1
3.60%
214
214
-
Restricted cash1
4.03%
5,670
5,670
-
Loans2
12.00%
(44,447)
-
(44,447)
Convertible Note3
2.50%
(10,360)
-
(10,360)
Total (Net)
(48,923)
5,884
(54,807)
Net Financial Assets
(Liabilities) 2023
Effective
interest
rate
Total
$’000
Floating
Int rate
$’000
Fixed
interest
rate
Cash1
3.60%
343
343
-
Restricted cash1
4.03%
5,670
5,670
-
Loans2
12.00%
(46,248)
-
(46,248)
Total (Net)
(40,235)
6,013
(46,248)
1.
Predominantly AUD denominated balances.
2. The facilities have an expiry date of 30 June 2025. The interest rate is fixed
at 12%.
3. In January 2024, the Group issued a Convertible Note to a strategic investor
for US$6.68 million (approximately A$10 million) for a term expiring 3 years
from the issue date, and an annual interest rate of 2.5% (non-compounding,
payable at maturity).
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
2024
$’000
2023
$’000
Trade and other receivables
9
132
69
Cash assets
7
5,884
6,013
Total financial assets
6,082
6,082
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
Note
2023
$’000
2023
$’000
Australia
132
69
Other
-
-
Total trade and other receivables
9
132
69
41
3. Liquidity risk
The contractual maturities of financial liabilities, including estimated interest payments:
2024
Note
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
Non-derivative financial liabilities
Trade and other payables
13
677
(677)
(677)
-
-
-
-
Loans - secured
14
28,183
(44,443)
(44,443)
-
-
-
-
Long-term borrowing (convertible note)
17
10,360
(10,360)
-
-
(10,360)
-
-
Total non-derivative financial liabilities
39,220
(45,120)
(45,120)
-
(10,360)
-
-
2023
Note
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
Non-derivative financial liabilities
Trade and other payables
13
1,921
(1,921)
(1,921)
-
-
-
-
Loans - secured
14
31,258
(46,231)
(46,231)
-
-
-
-
Long-term borrowing (convertible note)
17
-
-
-
-
-
-
-
Total non-derivative financial liabilities
33,179
(48,152)
(48,152)
-
-
-
-
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.
25. Controlled Entities
Name
Country of incorporation
Percentage
2024
2023
Parent Entity
Terramin Australia Limited
Australia
Subsidiaries of parent entity
Menninnie Metals Pty Ltd
Australia
100%
100%
Terramin Spain S.L.
Spain
100%
100%
Terramin Exploration Pty Ltd
Australia
100%
100%
26. Segment Reporting
For management purposes, the Group is organised into business units based on geography and has two reportable operating
segments:
a. Australia – explores and develops 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
2024
$'000
2023
$'000
2024
$'000
2023
$'000
2024
$'000
2023
$'000
External customers
134
106
-
-
134
106
Total Other Income
134
106
-
-
134
106
Results
Raw materials, consumables and other direct costs
(100)
(647)
-
-
(100)
(647)
Employee benefits & share based payments expense
(792)
(731)
-
-
(792)
(731)
Depreciation and amortisation
(721)
(715)
-
-
(721)
(715)
Exploration and evaluation expensed (Bird in Hand Gold Project)
(115)
(150)
-
-
(115)
(150)
Profit or loss on disposal of inventories
-
40
-
-
-
40
Profit or loss on disposal of non-current assets
(1)
300
-
-
(1)
300
Mine rehabilitation obligation expense
54
1,124
-
-
54
1,124
Share of WMZ loss before the mining license approval
-
(119)
(119)
Other expenses
(2,224)
(1,693)
-
-
(2,224)
(1,693)
Net finance costs
(5,108)
(3,869)
-
-
(5,108)
(3,869)
(Loss) before income tax
(8,873)
(6,235)
-
(119)
(8,873)
(6,354)
Income tax expense
-
-
-
-
-
-
(Loss) for the year for the operating segment
(8,873)
(6,235)
-
(119)
(8,873)
(6,354)
(Loss) for the year attributable to equity holders of the Company
(8,873)
(6,235)
-
(119)
(8,873)
(6,354)
Operating assets
18,789
19,503
46,409
45,746
65,198
65,249
Operating liabilities
62,167
53,345
-
-
62,167
53,345
Other disclosures
Capital expenditure1
99
90
663
511
762
601
1. Capital expenditure consists of additions of property, plant and equipment, exploration and evaluation assets, and contributions to WMZ.
42
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.
27. Earnings per Share
(a) Basic earnings per share
The calculation of basic earnings per share at 31 December
2024 was based on the loss attributable to owners of the
Company of $8.9m (2023: net loss of $6.4m) and a weighted
average number of ordinary shares outstanding during the year
ended
31
December
2024
of
2,116,562,720
(2023:
2,116,562,720), as follows:
Earnings per share
2024
$’000
2023
$’000
Loss for the year
(8,873)
(6,354)
Ordinary shares on issue
2,116,562,720
2,116,562,720
Weighted average number of shares
2,116,562,720
2,116,562,720
Basic earnings per share (cents)
(0.42)
(0.30)
(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.
28. Commitments and Contingencies
There are contractual commitments at the reporting date as
follows:
(a) Minimum expenditure on exploration tenements
of which the Group has title
In order to maintain current rights of tenure to exploration
tenements, the Company is required to perform minimum
exploration work to meet minimum expenditure requirements.
These obligations are subject to renegotiation and may be
farmed out or relinquished. These obligations are not provided
for in the parent entity financial statements.
The Adelaide Hills fold belt tenements had an amalgamated
minimum expenditure of $0.995 million (representing a portion
of the total minimum expenditure) over 2 years expiring on 30
June 2025.
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 $1.47 million over 2
years expiring on 31 December 2025.
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.
Legal costs – Judicial Review of Minister’s decision and the
Governor’s proclamation in respect of the BIHGP
On 20 January 2025, the Chief Justice of the Supreme Court
of South Australia, Kourakis CJ, dismissed the Company's
application for a Judicial Review of the Minister's decision and
Governor's proclamation regarding the Company's BiHGP
mining
lease
and
miscellaneous
purposes
licence
applications. Subsequently, the Company has consented to
an order to pay the State’s costs on an ordinary basis. As at
the date of this report, the Company has not received any
information to enable it to estimate these costs and it
believes the costs are unlikely to be material. On 7 February
2025, the Company lodged an appeal against the Supreme
Court decision, and as such the Company’s commitment to
pay costs is contingent on the outcome of this appeal.
43
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:
1) the Supreme Court of South Australia dismissing the
Company’s application for judicial review of the South
Australian Minister for Energy and Mining’s decision to
refuse a mining lease and a miscellaneous purposes
licence for the Bird in Hand Gold Project. The Court also
upheld the Governor’s subsequent reservation of the
area under the Mining Act 1971 (SA) and
2) the Company appealing the abovementioned decision
made by the Supreme Court of South Australia.
30. Parent Entity Disclosures
As at, and throughout, the financial year ending 31 December
2024 the parent Company of the Group was Terramin
Australia Limited.
2024
$’000
2023
$'000
Result of the parent entity
Loss for the period
(8,873)
(6,354)
Total comprehensive income for the period
(8,873)
(6,354)
Financial position of parent entity
Current assets
378
550
Total assets
55,586
55,118
Current liabilities
35,611
38,123
Total liabilities
52,555
43,214
Total equity of the parent entity comprising of:
Share capital
223,931
223,931
Accumulated losses
(220,900)
(212,027)
Total equity
3,031
11,904
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 2024.
Parent entity guarantees in respect of debts of its
subsidiaries
The parent entity has not entered into a deed of Cross
Guarantee with respect to its subsidiaries.
End of Audited Financial Report
44
Tenement Information
Terramin Australia Limited
Tenement listing
Title name and locations
Licence number
Licence
area
Expiry date
Interest
Minimum expenditure
Application for renewal
of licence lodged
Angas - South Australia
ML 6229
87.97ha
16/08/2026
100%
Not applicable
Bremer - South Australia
1
EL 5924
348km2
26/10/2027
100%
$100,000 over 2 years
Cambrai - South Australia
1
EL 6540
89km2
20/07/2025
100%
$40,000 over 1 year
Wild Horse - South Australia3
EL 5846
462km2
8/09/2027
100%
$140,000 over 2 years
Terramin Exploration Pty Ltd (100% Terramin, except Kapunda at 50%)
Tenement listing
Title name and locations
Licence number
Licence
area
Expiry date
Interest Minimum expenditure
Application for renewal of
licence lodged
Kapunda - South Australia
1
EL 6198
547km2
27/04/2029
100%
$160,000 over 2 years
Lobethal - South Australia
1
EL 6447
221km2
31/08/2030
100%
$80,000 over 2 years
Mount Barker - South Australia
1
EL 6154
118km2
24/02/2029
100%
$80,000 over 2 years
Mount Pleasant - South Australia
1
EL 6696
301km2
29/03/2026
100%
$90,000 over 2 years
Mount Torrens - South Australia
1
EL 6319
93km2
24/02/2030
100%
$80,000 over 2 years
Western Mediterranean Zinc Spa (49% Terramin)
Tenement listing
Title name and locations
Licence number
Licence
area
Expiry date
WMZ
Interest Minimum expenditure
Oued Amizour - Algeria
6911 PEM
12,276ha
31/01/2018
100%
Not applicable
Menninnie Metals Pty Ltd (70% Terramin)
Tenement listing
Title name and locations
Licence number
Licence
area
Expiry date
MMPL
Interest Minimum expenditure
Application for renewal
of licence lodged
Kolendo - South Australia
3, 4,
EL 6413
208km2
26/07/2030
100%
$80,000 over 2 years
Menninnie - South Australia
3, 45
EL 5949
101km2
26/10/2027
100%
$80,000 over 2 years
Mt Ive - South Australia
3, 4
EL 6200
214km2
20/06/2029
100%
$80,000 over 2 years
Mt Ive South - South Australia
3, 4
EL 6412
394km2
19/06/2030
100%
$120,000 over 2 years
Mulleroo - South Australia
3, 4
EL 5855
210km2
19/09/2027
100%
$80,000 over 2 years
Nonning - South Australia
3, 4
EL 5925
312km2
30/11/2027
100%
$90,000 over 2 years
Peltabinna – South Australia
3, 4
EL 6290
637km2
11/12/2029
100%
$160,000 over 2 years
Tanner - South Australia
3, 4
EL 6414
354km2
31/07/2030
100%
$110,000 over 2 years
Taringa - South Australia
3, 4
EL 6673
988km2
20/02/2026
100%
$150,000 over 1 year
Thurlga - South Australia
3, 4
EL 6479
951km2
27/11/2024
100%
$290,000 over 2 years
26/11/2024
Unalla - South Australia
3, 4
EL 6179
155km2
6/06/2029
100%
$80,000 over 2 years
1. Subject to an amalgamated expenditure arrangement with the Department for Energy and Mining (DEM) (see note 28(a)) encompassing the Adelaide Hills
tenements.
2. Subject to an amalgamated expenditure arrangement with the Department for Energy and Mining (DEM)) (see note 28(a)) encompassing the South Gawler
Ranges tenements.
3. Terramin entered into an agreement with Japan Organization for Metal and Energy Security (JOGMEC) for exploration of the South Gawler Ranges tenements
during 2022.
45
Reserves and Resources
Terramin’s Mineral Resource and Ore Reserve estimates as at 31 December 2023 and 31 December 2024 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 2024 estimates are included on pages 10 and 46 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
(%)
2023
Tala Hamza1, 2
49
44.2
5.54
1.44
8.9
4.0
0.7
53.0
5.3
1.3
Angas4, 5
100
0.66
4.68
1.81
0.25
2.8
1.3
0.91
4.2
1.7
Sunter4, 6
100
0.13
5.70
2.31
0.24
2.9
1.2
0.38
3.8
1.6
Menninnie Dam7, 8
100
7.7
3.1
2.6
7.7
3.1
2.6
Total (100%)
44.99
5.53
1.45
17.09
2.16
1.57
61.99
4.62
1.47
Total (Terramin share - 2023)
22.45
5.53
1.45
12.55
2.16
1.57
34.96
4.62
1.47
2024
Tala Hamza1, 2
49
44.2
5.54
1.44
8.9
4.0
0.7
53.0
5.3
1.3
Angas4, 5
100
0.66
4.68
1.81
0.25
2.8
1.3
0.91
4.2
1.7
Sunter4, 6
100
0.13
5.70
2.31
0.24
2.9
1.2
0.38
3.8
1.6
Menninnie Dam7, 8
100
7.7
3.1
2.6
7.7
3.1
2.6
Total (100%)
44.99
5.53
1.45
17.09
2.16
1.57
61.99
4.62
1.47
Total (Terramin share)
22.45
5.53
1.45
10.24
2.16
1.57
32.65
4.62
1.47
Table of Resources – Gold
Indicated Resource
Inferred Resource
Total Resources
Terramin
Interest (%)
Tonnes
(Kt)
Au
(g/t)
Ag
(g/t)
Tonnes
(Kt)
Au
(g/t)
Ag
(g/t)
Tonnes
(Kt)
Au
(g/t)
Au
(kOz)
Ag
(g/t)
Ag
(kOz)
2023
Bird in Hand
100
432
14.4
7.56
220
9.2
2.4
650
12.6
265
5.8
122
Total (100%)
-
432
14.4
7.56
220
9.2
2.4
650
12.6
265
5.8
122
Total (Terramin share 2023)
-
432
14.4
7.56
220
9.2
2.4
650
12.6
265
5.8
122
2024
Bird in Hand9, 10
100
432
14.4
7.56
220
9.2
2.4
650
12.6
265
5.8
122
Total (100%)
-
432
14.4
7.56
220
9.2
2.4
650
12.6
265
5.8
122
Total (Terramin share)
-
432
14.4
7.56
220
9.2
2.4
650
12.6
265
5.8
122
46
Reserves and Resources (continued)
Table of Resources – Copper
Indicated Resource
Inferred Resource
Total Resources
Terramin
Interest (%)
Tonnes
(Mt)
Cu
(%)
Tonnes
(Mt)
Cu
(%)
Tonnes
(Mt)
Cu
(%)
2023
Kapunda
100
47.4
0.25
47.4
0.25
Total (Terramin share 2023)
50
23.7
0.25
23.7
0.25
2024
Kapunda11, 12, 13
100
47.4
0.25
47.4
0.25
Total (Terramin share)
50
23.7
0.25
23.7
0.25
Table of Reserves – Lead Zinc
Probable Reserve
Total Reserve
Terramin
Interest (%)
Tonnes
(Mt)
Zn
(%)
Pb
(%)
Tonnes
(Mt)
Zn
(%)
Pb
(%)
2023
Tala Hamza
-
25.9
6.3
1.8
25.9
6.3
1.8
Total (Terramin share 2023)
49
12.7
6.3
1.8
12.7
6.3
1.8
2024
Tala Hamza2, 3
-
25.9
6.3
1.8
25.9
6.3
1.8
Total (Terramin share)
49
12.7
6.3
1.8
12.7
6.3
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.
47
Additional Securities Exchange Information
Equity Securities on Issue
Fully paid ordinary shares
As at 11 February 2025, there were 2,126 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.
Convertible note
As at 11 February 2025, there was 1 (one) holder of convertible note which has an option to convert to fully paid ordinary shares in
the capital of the Company.
Unlisted options
As at 11 February 2025, no options over fully paid ordinary shares on issue 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.
Convertible notes and unlisted options carry no voting rights.
Distribution Schedule as at 11 February 2025
Number of securities
Fully paid ordinary shares
Convertible Note
Unlisted options
1 – 1,000
434
1
0
1,001 – 5,000
560
0
0
5,001 – 10,000
237
0
0
10,001 – 100,000
620
0
0
100,001 – and over
275
0
0
Total
2,126
1
0
As at 11 February 2025, there were 1,059 shareholdings of less than a marketable parcel.
Substantial Shareholders
As at 11 February 2025, the following shareholders were substantial shareholders, as disclosed in substantial shareholder notices
given to the Company:
Shareholder
Number of shares
% Issued capital
Asipac Group Pty Ltd
827,023,014
39.07
Citicorp Nominees Pty Limited
302,795,577
14.31
HSBC Custody Nominees (Australia) Limited
209,437,370
9.90
BNP Paribas Noms Pty Ltd UOBKH A/c R’miers
201,855,495
9.54
48
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 11 February 2025 are:
Shareholder
Number of shares
% Issued capital
Asipac Group Pty Ltd
827,023,014
39.07
Citycorp Nominees Pty Limited
302,795,577
14.31
HSBC Custody Nominees (Australia) Limited
209,437,370
9.90
BNP Paribas Noms Pty Ltd UOBKH A/c R’miers
201,855,495
9.54
China Non-Ferrous Metals Industry's Foreign Engineering & Construction Co Ltd
67,800,000
3.20
New Asia Wealth Investment Holding (SG) Pte Ltd
57,185,513
2.70
Fly Wealth Investment Pty Ltd
41,600,000
1.97
Mr Jing Wang
35,399,949
1.67
BNP Paribas Nominees Pty Ltd
20,526,457
0.97
Tiger Brokers (AU) Pty Ltd
19,862,251
0.94
Auwau Finance Group Pty Ltd
17,857,143
0.84
Ms Er Xu
17,511,817
0.83
Silver Springs Investment Pty Ltd
15,580,967
0.74
Mr Julian Paul Leach
14,685,187
0.69
Huge Field Investment Ltd
10,000,000
0.47
Enterprise Flourishing Pty Ltd
9,800,000
0.46
HSBC Custody Nominees (Australia) Limited
9,253,485
0.44
BNP Paribas Noms Pty Ltd
8,119,679
0.38
Mr Peter Joseph McGuire
8,000,000
0.38
Fasic Pty Ltd
7,368,916
0.35
Total
1,901,662,820
89.85
Additional Information
Unquoted equity securities
There were no holders of 20% or more of the equity securities in an unquoted class as at 11 February 2025.
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.
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