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2023 ReportPeers and competitors of Titan Minerals Limited:
Southern Gold2023Annual Reportfor the year ended 31 December 2023(ACN 117 790 897) Corporate Directory
DIRECTORS
Peter Cook
Matthew Carr
Barry Bourne
CHIEF EXECUTIVE OFFICER
Melanie Leighton
COMPANY SECRETARY
Zane Lewis
REGISTERED OFFICE
Suite 1, 295 Rokeby Road
Subiaco WA 6008
Telephone: +61 8 6555 2950
Facsimile: +61 8 6166 0261
PRINCIPAL PLACE OF BUSINESS
Suite 1, 295 Rokeby Road
Subiaco WA 6008
SHARE REGISTRY
AUDITORS
Automic Share Registry
Level 5
191 St Georges Terrace
Perth WA 6000
Stantons
Level 2, 40 Kings Park Road
West Perth
Western Australia 6005
AUSTRALIAN COMPANY NUMBER
ACN 117 790 897
AUSTRALIAN BUSINESS NUMBER
ABN 97 117 790 897
ASX CODE
TTM
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Message From The CEO
2023 Key Highlights
Board Of Directors
Executive Management
Review Of Operations
Directors’ Report
Directors’ Declaration
Financial Statements
Independent Audit Report
Auditor’s Independence Declaration
Additional Information
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CONTENTS We are confident in our ability to grow resources
at Dynasty, given our improved understanding on
mineralisation controls and several new targets,
identified in highly prospective areas of land that have
only recently been accessed through our dedicated
CSR efforts.
Gratitude must also go to our shareholders, who have
continued to support us, united in the belief in the
opportunity that Ecuador represents to meet future
predicted copper supply shortages and rising demand
and pricing for gold and silver.
I would also like to thank our committed team in
Ecuador, for their tireless efforts and hard work to
unveil the opportunity and achieve discovery success,
without them this would not be possible.
We look forward to a busy 2024 where we will continue
to advance our exploration and development efforts,
with many workstreams underway and a steady flow
of news and results to be delivered. It is a truly exciting
treasure hunt that we are on, and we are pleased to
have you with us on this journey of discovery and
growth!
Melanie Leighton
CEO, Titan Minerals
Dear Shareholders
Despite prevailing market conditions for junior
explorers over the past few years, Titan has
remained steadfast in its strategy, continuing to
advance, and add considerable value to our copper
and gold projects in southern Ecuador during the year.
Subsequent to year end, our dedicated efforts were
rewarded by a JV earn-in agreement with Hancock
Prospecting subsidiary company Hanrine, whereby
Hanrine can earn up to 80% of our Linderos Copper
Project by spending up to US$120 million. We believe
that this deal is transformational for the Company and
sets the tone for our continued success in Ecuador.
The JV deal provides a look-through value for the
Linderos project, but more importantly it provides
strong endorsement in our belief in the Linderos
Project’s potential to host a substantial copper
porphyry deposit. We are very happy to be partnering
with Hancock who have the balance sheet and
capability to fully explore and develop Linderos.
We have a strong belief in the potential of our projects
and our team’s technical capability to deliver discovery
success, with Linderos being the first of three of our
100% held copper projects, in the under explored
Andean copper belt in southern Ecuador, that we have
done a deal on.
Another significant milestone achieved, was the
completion of a maiden JORC compliant Mineral
Resource Estimate at our 100% owned flagship
Dynasty Gold Project. We now have contained
resources of 3.1Moz gold and 22Moz silver at the
development ready Dynasty Gold Project, with the
resource providing a strong foundation for growth,
particularly when considering that only half of the 9km
long Dynasty epithermal corridor has been effectively
explored.
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TITAN MINERALS LTD | ANNUAL REPORT 2023MessageFROM THE CEO 2023
KEY HIGHLIGHTS
Dynasty Gold Project
●Indicated and Inferred Mineral Resource Estimate of 43.54 Mt at 2.23 g/t Au & 15.7 g/t Ag for a
contained 3.12 million ounces of gold and 21.98 million ounces of silver
y ●Cerro Verde prospect: 28.8Mt @ 2.08 g/t Au,
13.00 g/t Ag for 1.92 Moz Au, 12.04 Moz Ag
y ●Iguana prospect: 10.9Mt @ 2.02 g/t Au, 13.68 g/t
Ag for 0.71 Moz Au, 4.81 Moz Ag
y ●Trapichillo prospect: 2.9Mt @ 3.80 g/t Au, 39.31
g/t Ag for 0.36 Moz Au, 3.71 Moz Ag
y ●Papayal prospect: 0.9Mt @ 4.54 g/t Au, 50.85
g/t Ag for 0.13 Moz Au, 1.43 Moz Ag
●High-grade resources of 17.3Mt @ 3.77 g/t Au, 24g/t
Ag for a contained 2.09 million ounces of gold and
13.33 million ounces of silver
●52% of resources contained within 100m from
surface, 82% contained within 200m from surface
●39% Indicated and 61% Inferred resources
A diamond core sample from the Dynasty Brecha-
Comanche drilling.
●Significant scope to rapidly grow high grade
resources
Copper Duke Project
●Extensive copper-gold porphyry mineralisation and
well-developed stockwork veining revealed in trenches,
highlighting priority target areas
●Channel sampling returned impressive results from the El
Huato and Lumapamba prospects, with copper and gold
mineralisation confirmed over extensive areas. Significant
channel results include:
y ●4m @ 2.36 g/t Au & 1,400 ppm Cu within broader zone
of 20m @ 0.90 g/t Au & 2,100 ppm Cu.
y ●10m @ 1.20 g/t Au & 1,300ppm Cu within broader zone
of 20m @ 0.72 g/t Au & 1,000 ppm Cu.
Copper Oxide present on a Copper Duke
sample.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Copper Duke Project (Cont.)
y ●10m @ 0.48 g/t Au & 1,100ppm Cu within broader zone of 50m @ 0.16 g/t Au & 900 ppm Cu.
y ●14m @ 0.45 g/t Au & 5,800ppm Cu within broader zone of 28m @ 0.28 g/t Au & 4,000 ppm Cu.
y ●10m @ 0.35 g/t Au & 700ppm Cu within broader zone of 38m @ 0.14 g/t Au & 600 ppm Cu.
y ●8m @ 0.52 g/t Au & 16m @ 0.30 g/t Au within broader zone of 76m @ 0.19 g/t Au.
●Age dating confirms mineralisation as Palaeocene (61 Ma) – the same age as mega copper-
molybdenum porphyry deposits in Peru
●Review of geochemistry indicates Copper Duke magma to have same geochemical signature as all
global Tier 1 porphyry copper deposits
Linderos Copper Project
●Subsequent to year end, indicative terms were executed with Hancock Prospecting subsidiary
(Hanrine) whereby they can earn up to 80% of the Linderos Copper Project by investing up to
US$120m.
●Copper Ridge diamond drilling returned wide intersections of porphyry mineralisation from surface
to approximately 500 metres vertical, with a better intercept of 308m @ 0.4% copper equivalent,
including 76m @ 0.5% copper equivalent. 6 out of 8
drillholes ended in mineralisation, giving supporting
for good lateral and depth extensions for porphyry
mineralisation.
●Drilling at Meseta Gold prospect proves intermediate-
sulphidation type epithermal gold system from shallow
depths, adjacent to the Copper Ridge Porphyry system.
●Significant drill intercepts returned from Meseta include
7.22m @ 13.77g/t Au, 12.9g/t Ag from 66.3m, 4.88m @
12.9g/t Au, 6.04g/t Ag from 41m and 4.64m @ 5.0g/t Au,
10.33g/t Ag from 51.7m.
●IP geophysical survey suggests that Copper Ridge
porphyry mineralisation is open laterally and at depth,
with chargeability inversion modelling indicating a 2km
porphyry alteration footprint that extends under Meseta.
The Titan technical team reviewing Linderos core
samples.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Board of Directors
Mr Cook is a Geologist with over 35 years of experience in the field of exploration,
project, operational and corporate management of mining companies. Over the
past two decades, Peter has founded or served as Managing Director or Chairman
for many successful mining and resource development companies in gold and
base metals.
He is currently the Non-Executive Chairman of Westgold Resources Limited (ASX:
WGX), where he was previously Executive Chairman before recently deciding to
step back from all executive roles. Peter is also the Non-Executive Chairman of
Castile Resources Limited (ASX: CST) and served as the Non-executive Chairman
of Nelson Resources Limited (ASX: NES) until February 2019.
Over his distinguished career Peter has been recognised by the industry, being
awarded the GMJ Mining Executive of the year in 2001, the Asia-Mining Executive
of the year awarded at the Mines and Money Conference in Hong Kong in 2015,
the Mining News CEO of the Year award in 2018 and the Gavin Thomas Mining
Award in 2019
Mr Carr has over 10 years experience working in South America and is currently
a Director of Titan Minerals Limited, having lead the hostile takeover of Coregold
Inc.
Mr Carr is also a founding Director of Private Equity and Financing Company
Urban Capital Group. He has experience across debt finance, equity markets and
restructuring, with a particular focus on Resources and Property assets.
Mr Bourne is a Geologist and the Principal Consultant at Terra Resources Pty
Ltd which specialises in geophysical survey design, acquisition, processing,
modelling, inversion, data integration, interpretation, and drill hole targeting.
Mr Bourne has significant exploration success and strong leadership qualities
alongside his technical abilities. Mr Bourne worked for over 12 years with
Barrick Gold which included six years in-country experience in developing
nations (Papua New Guinea, East/West Africa, South America) and three years
working on the Carlin trend in the USA. Prior to Barrick Gold, Mr Bourne was
principal geophysicist of Homestake Gold.
Mr Bourne was shortlisted for the Australian innovation Awards in 2012 and
was the Advance Global Australian of the Year for Mining and Resources in
2013. Mr Bourne holds BSc (Hons), is a Fellow of the Australian Institute of
Geoscientists, is on the technical advisory committee for UWA Centre for
Exploration Targeting, and a member of the Australian Institute of Company
Directors.
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Peter Cook
Chairman
Matthew Carr
Executive Director
Barry Bourne
Non Executive Director
TITAN MINERALS LTD | ANNUAL REPORT 2023 Executive
MANAGEMENT
Melanie Leighton
Chief Executive Officer
Mr Michael Skead
Chief Technical Advisor
Mrs Leighton is a geologist with over 20 years’ experience in the
resource sector, spanning multiple commodities, deposits and
jurisdictions. She is a founding director of Leighton Geoservices
Pty Ltd, a consulting firm providing corporate and geological
services to the mineral resources sector with the mantra of
bridging the gap between technical, corporate and investors.
Ms Leighton has held senior management and geological
roles with Hot Chili Limited, Harmony Gold, Hill 50 Gold and
Northwest Resources, gaining practical and management
experience within the areas of exploration, mining, resource
development, stakeholder engagement and investor relations.
Mrs Leighton currently serves as Non-executive director for
Great Boulder Resources (ASX:GBR) and Industrial Minerals
(ASX:IND).
Mr Skead is a geologist with over 30 years of international
experience in mining exploration and development. He holds
a BSc. Honours degree in geology from the University of Cape
Town, (RSA) and MSc. in Exploration Geology, from the Rhodes
University, Grahamstown, (RSA). Mr Skead most recently worked
as the Vice President of Project Development at GT Gold Corp.
(TSX-V: GTT) which was recently acquired by Newmont Corp.
(NYSE: NEM, TSX, NGT) for C$393 million. While at GT Gold
Corp. Mr Skead delivered the geological model and resource
for the gold rich copper porphyry Saddle North Project which
comprised Indicated Resources of 1.81 Blb copper and 3.47 Moz
gold and Inferred Resources of 2.98 Blb copper and 5.46 Moz
gold.
Prior to his role at GT Gold Corp. Mr Skead was Director of
Geoscience at Newmont Corp. and has previously held
senior management positions in a number of internationally
recognised mining companies including Goldcorp, Randgold
Resources (LSE: RRS) and Dundee Precious Metals (TSX: DPM).
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Mr Pablo Morelli
Exploration Manager,
Ecuador
Cecilia
Penaherrera
CSR Manager, Ecuador
Mr. Morelli is a geologist with over 15 years’ experience
working across various epithermal systems as well as copper-
molybdenum, copper-gold and gold-rich style porphyry
systems. This experience was gained working with Barrick,
Newmont, Kinross and Rio Tinto working in Cretaceous,
Palaeocene, Eocene- Oligocene and Miocene Belts of northern
and central Chile and Mexico.
Mr. Morelli recently worked as Geology and Exploration
Superintendent on the Norte Abierto Project, a joint venture
between Newmont and Barrick Gold, evaluating the Cerro
Casale and Caspiche copper-gold projects.
Ms. Peñaherrera is a senior executive, trilingual, with 25 years
of experience in different industries and productive sectors,
additionally providing advice and field work in community
relations with emphasis on land negotiation and acquisition
processes, population resettlement, elaboration, establishment
and implementation of community development plans for
mining companies, definition of compensation policies,
management and control of social conflicts related to industry
issues (illegal mining), which has allowed her to generate
important strategic alliances with communities, authorities and
local governments.
Johana Yunga
Environment &
OHS Manager, Ecuador
Ms Yunga is a Chemical engineer, with a master’s degree in
environmental management and a specialization in mining
safety.
Ms. Yunga ia a professional with considerable experience in the
application of environmental regulations for Mining Operations
in Ecuador.
Kathy Skead
Database & GIS Manager
Ms Skead is an experienced GIS Specialist and Spatial Data
Scientist with a demonstrated history of working in the
geoscience industry.
Ms Skead holds a Masters of Applied Science in Spatial Analysis
for Public Health from Johns Hopkins University.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Review of
OPERATIONS
Overview
Titan Minerals Limited (ASX: TTM) (Titan or the Company) has been focused on advancing
its flagship, development ready, Dynasty Gold Project while also continuing exploration
across its portfolio of quality copper projects in southern Ecuador in 2023.
Significant advances were made in exploration programs across Titan’s portfolio of projects,
with work primarily directed to the flagship Dynasty Gold Project followed by the Copper
Duke and Linderos Projects.
Exploration work programs completed across the projects included diamond drilling,
trenching, channel sampling, soil, rock chip and stream sediment sampling. Other work
completed and datasets collected included petrographic analysis, age dating, geological
mapping, spectral data collection and analysis from drill core and trench samples.
Geophysical surveys and data acquired included an Induced Polarisation (IP) survey at the
Linderos Project and the acquisition of Bouger Gravity data for the region.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Projects
Dynasty Gold Project
Substantial, high-grade gold and silver depth extensions confirmed by diamond drilling at the
Brecha-Comanche target, Cerro Verde prospect confirming depth extension potential across the
entire 9-kilometre epithermal gold corridor.
Cerro Verde prospect significant drill results include:
y CVDD23-101:
• 4.97m @ 2.12 g/t Au, 6.91 g/t Ag from 299.1m,
• 11.0m @ 2.67 g/t Au, 19.23 g/t Ag from 396m.
y CVDD23-102:
• 5.88m @ 4.64 g/t Au, 9.22 g/t Ag from 203m,
• 11.95m @ 3.25 g/t Au, 10.52 g/t Ag from 218.5m,
• 9.65m @ 2.29 g/t Au, 19.93 g/t Ag from 250m,
• 6.95m @ 10.84 g/t Au, 25.22 g/t Ag from 337.85m,
including 3.4m @ 20.53 g/t Au, 43.09 g/t Ag from 340.2m.
y CVDD23-104:
• 5.75m @ 1.55 g/t Au, 2.38 g/t Ag from 50.13m,
• 11.07m @ 3.13 g/t Au, 19.00 g/t Ag from 118.24m,
including 2.76m @ 8.52 g/t Au, 45.99 g/t Ag from 118.24m,
• 4.31m @ 4.46 g/t Au, 4.86 g/t Ag from 284.35m.
Aerial view of the Titan Dynasty Project.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Successful completion of the maiden JORC Compliant Mineral Resource in July 2023 for the Dynasty
Gold Project:
y Indicated and Inferred Mineral Resources of 43.54 Mt at 2.23 g/t Au & 15.7 g/t Ag for a
contained 3.1Moz gold and 22Moz silver
y Mineral Resources reported by area:
• Cerro Verde: 28.8Mt @ 2.08 g/t Au, 13 g/t Ag for 1.9 Moz Au, 12 Moz Ag
• Iguana: 10.9Mt @ 2.02 g/t Au, 13.7 g/t Ag for 0.7 Moz Au, 4.8 Moz Ag
• Papayal: 2.9Mt @ 3.80 g/t Au, 39.3 g/t Ag for 0.4 Moz Au, 3.7 Moz Ag
• Trapichillo: 0.9Mt @ 4.54 g/t Au, 50.8 g/t Ag for 0.1 Moz Au, 1.4 Moz Ag
y Significant high-grade component of 17.3Mt @ 3.77 g/t Au, 24 g/t Ag for a contained 2.1Moz
gold and 13.3Moz of silver
y Over half Mineral Resources contained within 100 metres from surface:
• 52% of resources (1.62Moz) within top 100m
• 82% of resources (2.55Moz) within top 200m
y 39% Indicated, 61% Inferred
y 19% oxide, 19% Transitional, 62% Fresh
y Cerro Verde prospect contains 51% Indicated Resources with preliminary pit optimising to
depths of 350-400 metres
y Substantial depth and lateral extensions to the epithermal gold vein system identified
y Several areas highlighted for rapid resource addition with minimal drilling required
Resource growth drilling completed at Papayal prospect in late 2023, confirmed the project’s
amenability to rapidly growing resources. Work completed at Papayal, confirms that Titan is on track
to unlock the scale and ultimate value of the Dynasty Gold Project through systematic exploration
and targeted drilling programs.
Significant drill results returned from Papayal include:
y 29m @ 0.95 g/t Au, 33.4 g/t Ag from 12m in PPDD23-002,
• including 2.00m @ 5.29 g/t Au, 32.4 g/t Ag from 12m &
• 3.22m @ 2.77 g/t Au, 120 g/t Ag, 3.10% Pb from 28m
y 5.27m @ 3.53 g/t Au, 72.3 g/t Ag from 85.8m in PPDD23-001, including
• 0.66m @ 25.1 g/t Au, 492 g/t Ag, 0.42% Cu, 0.66% Pb, 0.54% Zn from 88.6m
y 2.02m @ 2.98 g/t Au, 84 g/t Ag from 75.1m in PPDD23-010, including
• 0.51m @ 9.34 g/t Au, 275 g/t Ag from 76m
y 0.40m @ 3.5 g/t Au, 107 g/t Ag from 58.4m &
y 0.40m @ 65.5 g/t Au, 83.2 g/t Ag from 81.6m in PPDD23-013
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TITAN MINERALS LTD | ANNUAL REPORT 2023 The Company continued to make significant advances in community engagement, generating
strong support from communities at our projects. Several new access agreements have recently
been executed opening up highly prospective parts of the Dynasty Project, enabling exploration to
be completed in areas never previously explored. This is a significant milestone in Titan’s strategy
to apply systematic exploration in order to demonstrate the potential of the entire 9-kilometre
epithermal corridor.
A total of 37 diamond drillholes for 6,036 metres were completed across the Cerro Verde and Papayal
prospects, with 4,156 drill core samples submitted to ALS for gold and multielement analysis. A
further 357 metres of trenching was developed with 254 samples collected and submitted to ALS
for gold and multielement analysis.
Extensive surface mapping was also completed, and the Dynasty 3D geological model continued
to evolve and improve with added layers of data collected by Titan’s geologists.
Oblique view of Dynasty Indicated and Inferred Mineral Resources projected to surface.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Cerro Verde prospect type section displaying drilling, significant intercepts and interpreted mineralisation.
Dynasty land access map displaying areas accessible for exploration (green) in relation to currently defined mineral resources.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Plan view displaying extent of geological mapping and soil geochemical sampling (Au ppb) in relation to existing Mineral Resources.
Sunrise over the Papayal prospect, Dynasty Gold Project
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Linderos Project
Subsequent to year end, a letter of offer and indicative terms were executed with Hancock
Prospecting Pty Ltd (Hancock) subsidiary Hanrine Ecuadorian Exploration and Mining S.A. (Hanrine)
for up to US$120m investment to acquire up to an 80% ownership interest in the Linderos Copper
Project.
The Joint Venture Earn-in deal with Hanrine has given endorsement to the quality of the Linderos
Copper Project and supports the Company’s view that Linderos has the potential to host a Tier 1
copper deposit.
The balance of results from 2022 Linderos diamond drilling were returned early in 2023, with the
Copper Ridge prospect drilling intersecting wide intervals of porphyry copper-gold-molybdenum
mineralisation from shallow depths. Significant results include:
y 72m grading 0.4% Cu Eq from 21m, and
y 51m grading 0.4% Cu Eq from 373m, and
y 22m grading 0.5% Cu Eq from 524m in hole CRDD22-006
y 186m grading 0.3% Cu Eq from 196m, including a gold rich zone of 80m grading 0.4% Cu Eq
from 286m in CRDD22-004
y 88m grading 0.3% Cu Eq from 266m in CRDD22-007
Potential for higher copper-gold tenor porphyry mineralisation demonstrated at Copper Ridge in
CRDD22-003 (76m grading 0.5% Cu Eq) and CRDD22-006 (22m grading 0.5% Cu Eq)
Most drilling at Coper Ridge ended in mineralisation, with significant opportunity to define further
porphyry copper mineralisation by testing lateral and depth extents
Looking over Copper Ridge & Meseta at the Linderos Project.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Drilling at the Meseta Gold prospect confirmed a near-surface intermediate-sulphidation gold
system adjacent to Copper Ridge Porphyry system, where several high-grade gold, silver and base
metal massive sulphide veins were intersected, with significant results including:
y 7.22m grading 13.77g/t Au, 12.90g/t Ag, 0.15% Cu, 0.38% Zn from 66.28m, including higher
grade intercepts of:
• 0.92m grading 31.50 g/t Au, 24.30 g/t Ag, 0.25% Cu from 68.28m: and
• 0.58m grading 99.80 g/t Au, 89.90 g/t Ag, 0.98% Cu, 0.31% Zn in MGDD22- 010
y 4.88m grading 12.87 g/t Au, 6.04 g/t Ag, 0.11 % Cu, 0.41% Zn from 41.0m, including a higher-
grade intercept of:
• 1.64m grading 33.35 g/t Au, 11.28 g/t Ag, 0.23% Cu, 0.72% Zn from 44.24m in MGDD22-012
An Induced Polarisation (IP) pole-dipole geophysical survey was completed at the Linderos
Project over the Copper Ridge, Meseta, Nueva Esperanza and Capa Rosa prospects. The final 3D IP
inversion model confirmed the hypothesis that the Copper Ridge porphyry and Meseta epithermal
gold mineral systems are intimately associated.
The IP survey and subsequent 3D inversion modelling was successful in unveiling a much larger
porphyry system than previously recognised in surface mapping, geochemistry, and drilling. It is
evident from the IP survey that the Copper Ridge Porphyry system continues to the northeast
and manifests beneath the Meseta Gold prospect. This is an exciting revelation and confirms the
Company’s view that Linderos has the potential to host a much larger porphyry system.
A total of 768 metres of trenches were developed across the Copper Ridge and Meseta prospects,
with 413 trench samples collected and submitted to ALS for gold and multielement analysis.
Further surface mapping was completed, and a 3D geological model was generated following the
completion of sectional and plan view interpretations.
Titan geologists at the Copper Ridge porphyry prospect
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Linderos
significant intercepts.
IP Chargeability 3D
Inversion Model depth slice ~ 170m below surface, drilling coloured by Cu ppm, and
Copper Ridge E-W Cross Section showing 3D IP chargeability isosurfaces, drillholes and trenches displaying copper, and
significant intercepts.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Copper Duke Project
Multi-phase outcropping targets including epithermal gold, breccia copper, and porphyry copper-
gold mineral systems have been identified at Copper Duke, with Titan’s mapping and trenching
uncovering diorite porphyry units with abundant A+B+D stockwork and sheeted porphyry veins and
strong copper oxide and iron oxide mineralisation from surface.
Considerable progress was made on work programs over the high priority El Huato and Lumapamba
prospects, with exploration activities including trenching and detailed mapping.
Geological mapping was conducted mainly along roads and streams, with excellent exposure for
detailed mapping. The aim of the geological mapping has been to characterise intrusive phases,
hydrothermal alteration assemblages, vein intensity and geometry.
Mapping of the El Huato prospect has confirmed the presence of Diorite and Quartz Diorite porphyry
intrusions, which are affected by selective propylitic and potassic alteration, with superimposed
chlorite-sericite alteration in specific areas. Potassic alteration comprises magnetite replacing
mafics (15-20%), traces of secondary biotite (1-5 %).
Mapping at the Lumapamba prospect has confirmed the area to be dominated by potassic
alteration exhibiting secondary biotite, green-grey sericite and magnetite (25-75% intensity) which
is observed to overprint both porphyry “Lumapamba” and intrusive breccia units. The Lumapamba
prospect also hosts a Hornblende Diorite Porphyry which exhibits propylitic alteration.
Exploration work programs completed at Copper Duke included infwill soil sampling, trenching
and mapping.
Looking down valley at the Titan Copper Duke Project.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Significant trench and channel results for El
Huato prospect
Significant trench and channel results for
Lumapamba prospect
20m @ 0.90 g/t Au, 0.21 % Cu in HTC22-050
including 4m @ 2.36 g/t Au, 0.14 % Cu
20m @ 0.72 g/t Au, 0.10 % Cu in HTC22-037
including 10m @ 1.20 g/t Au, 0.13 % Cu
50m @ 0.16 g/t Au, 0.09 % Cu in HTT23-003
including 10m @ 0.48 g/t Au, 0.11 % Cu
76m @ 0.19 g/t Au, 0.02 % Cu in HTC22-022
including 8m @ 0.52 g/t Au, 0.03 % Cu, &
including 16m @ 0.30 g/t Au, 0.01 % Cu
64m @ 0.07 g/t Au, 0.07 % Cu in HTT23-004
including 22m @ 0.11 g/t Au, 0.12 % Cu
28m @ 0.28 g/t Au, 0.40 % Cu in HTC22-054
including 14m @ 0.45 g/t Au, 0.58 % Cu
50m @ 0.10 g/t Au, 0.08 % Cu in HTT23-005
including 18m @ 0.12 g/t Au, 0.10 % Cu
38m @ 0.14 g/t Au, 0.06 % Cu HTC22-028
including 10m @ 0.35 g/t Au, 0.07 % Cu
100m @ 0.06 g/t Au, 0.09 % Cu in HTC22-042
6m @ 0.36 g/t Au, 0.60 % Cu in HTC22-034
including 12m @ 0.10 g/t Au, 0.13 % Cu
124m @ 0.04 g/t Au, 0.07 % Cu in HTC22-044
including 34m @ 0.06 g/t Au, 0.10 % Cu
62m @ 0.10 g/t Au, 0.09 % Cu in HTC23-077
including 30m @ 0.15 g/t Au, 0.12 % Cu
Copper Duke Location map showing aeromagnetic image (analytic signal), regional structures, rock chips (Cu ppm), Titan concessions
and prospects.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Plan View of El Huato and Lumapamaba prospects displaying soil and trench sample geochemistry and significant channel/ trench
sample results (Cu ppm)
El Huato Trench HTT23-001: 22-24m- Diorite Porphyry with Stockwork B and D type veinlets.
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TITAN MINERALS LTD | ANNUAL REPORT 2023 Competent Person’s Statements
Exploration results referred to in this report
in
have been previously reported by Titan
ASX announcements. Titan confirms that it is
not aware of any new information or data that
materially affects the information included in
that announcement. The Competent Person for
the report was Melanie Leighton. The Company
confirms that the form and context in which the
Competent Person’s findings are presented have
not been materially modified from the original
market announcements.
The information in the report that relates to the
Estimation and Reporting of the Dynasty Mineral
Resources has been compiled and reviewed
by Ms Elizabeth Haren of Haren Consulting
Pty Ltd who is an independent consultant to
Titan Minerals Limited and is a current Member
and Chartered Professional of the Australasian
Institute of Mining and Metallurgy and Member
of the Australian
Institute of Geoscientists.
Ms Haren has sufficient experience, which is
relevant to the style of mineralisation and type of
deposit under consideration and to the activities
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 (The JORC
Code). Ms Haren consents to the inclusion in this
report of the matters based on her information in
the form and context in which it appears.
Tenement Schedule
Project
Tenement
Location
Interest
Expiry
Dynasty Gold
Dynasty Gold
Dynasty Gold
Dynasty Gold
Dynasty Gold
Linderos
Linderos
Linderos
Linderos
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Duke
Copper Field
Copper Field
Cecilia 1
Pilo 9
ZAR
ZAR 1
ZAR 3A
Chorrera
Dynasty 1
Linderos E
Narango
Barbasco
Barbasco 1
Barbasco 2
Barbasco 4
Carol
Catacocha
Colanga
Colanga 2
Gloria
Gloria 1
Gonza 1
LumaPamba
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
Loja, Ecuador
LumaPamba 1
Loja, Ecuador
Cooper 1
Cooper 4
Loja, Ecuador
Loja, Ecuador
22
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
12/11/2034
13/10/2034
2/12/2034
5/12/2034
11/12/2034
13/10/2034
11/06/2035
27/07/2034
27/09/2034
5/10/2034
22/11/2034
10/11/2034
19/11/2034
17/04/2035
25/05/2034
19/09/2034
13/11/2034
12/11/2034
7/11/2034
16/01/2035
31/10/2034
31/10/2034
10/11/2034
19/12/2034
TITAN MINERALS LTD | ANNUAL REPORT 2023 DIRECTORS’ REPORT
Directors’ Information
The directors and company secretary of Titan Minerals Limited (the “Company” or “Titan”) and its controlled
entities (together the “Group” or “Consolidated Entity”) during the financial year end until the date of this report
were as follows:
Peter Cook
Matthew Carr
Barry Bourne
Melanie Leighton
Nicholas Rowley
Tamara Brown
Zane Lewis
Directors’ Meetings
Non-Executive Chairman, Appointed 31 August 2021
Executive Director, Appointed 3 February 2017
Non-Executive Director, Appointed 19 October 2021
Chief Executive Officer, Appointed 12 January 2023
Non-Executive Director, Resigned 31 March 2023
Non-Executive Director, resigned 31 March 2023
Company Secretary
Five meetings of the directors of the Company have been held during the financial year ended 31 December
2023.
Principal Activities
The Company’s main undertaking is exploration and development of its gold and copper projects in southern
Ecuador.
The Company’s main assets are:
1. The Dynasty Gold Project
3. The Copper Duke Project
2. The Linderos Project
4. The Copper Field Project
The Company’s main undertaking is exploration and development of its large-scale gold and copper projects
in the Loja Province, southern Ecuador.
The projects lie proximal to a major flexure in the Andean Terrane where porphyry copper and epithermal
gold and silver mineralisation are associated with early to late Miocene aged magmatism along the margin
of the extensive Cretaceous aged Tangula Batholith.
The majority of porphyry copper and epithermal gold deposits in southern Ecuador are associated with
magmatism in this age range, with several of these younger intrusions located along the margin of the
extensive Cretaceous aged Tangula Batholith, forming a favourable structural and metallogenic corridor for
intrusion activity where Titan Minerals holds a significant land position.
Access to the projects is excellent, within close proximity to the Pan American and coastal highways, with
access via paved regional all-weather roads. Regional airports are located approximately two hours by road
from the projects with daily connections to Ecuador’s capital city, Quito.
23
TITAN MINERALS LTD | ANNUAL REPORT 2023 Titan Minerals southern Ecuador Projects, peer deposits and surrounding infrastructure
Significant changes in the state of affairs and review of operations
The loss of the Consolidated Entity for the year ended 31 December 2023 amounted to US$1,441 thousand
(31 December 2022: US$55 thousand profit). This includes profit for discontinuing operations of $148 thousand
(31 December 2022: US $2,120 thousand).
Share Options and Performance Rights
As at the date of this report there are 44,620,000 incentive options, and 6,000,000 performance rights to
Directors, consultants and employees on issue. Refer Note 14 to the financial statements for further details.
Indemnification and Insurance of Officers
During or since the end of the financial year the Company has given an indemnity or entered into an agreement
to indemnify, or paid or agreed to pay insurance premiums as follows:
The Company has entered into agreements to indemnify all directors and provide access to documents,
against any liability arising from a claim brought by a third party against the Company. The agreement
provides for the Company to pay all damages and costs which may be awarded against the directors.
The Company has paid premiums to insure each of the directors against liabilities for costs and expenses
incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity
of director of the company, other than conduct involving a wilful breach of duty in relation to the Company.
The amount of the premium was US $23 thousand which was paid during the financial year. No indemnity has
been sought for or paid to auditors.
24
TITAN MINERALS LTD | ANNUAL REPORT 2023 Events Subsequent to Reporting Date
On 21 March 2024, the Company announced the completion of the placement of the shortfall totalling A$2.85m
under the Entitlement Offer under its prospectus dated 29 November 2023 in respect of an accelerated non-
renounceable entitlement offer. The Company also received firm commitments for an additional $A0.55m of
shares under the same terms and conditions as described in the prospectus.
On 11 April 2024 a letter of offer and indicative terms were executed with Hancock Prospecting Pty Ltd
(Hancock) subsidiary Hanrine Ecuadorian Exploration and Mining S.A. (Hanrine), for up to US$120m investment
to acquire up to an 80% ownership interest in the Linderos Copper Project.
There have not been any other matters or circumstances that have arisen since the end of the financial year,
that have significantly affected or may significantly affect, the operations of the Group, the results of the
operations, or the state of the affairs of the Group in the future financial years.
Dividends
No dividends have been paid or declared since the start of the financial year by the Company.
The directors have recommended that no dividend be paid by the Company in respect of the year ended 31
December 2023.
Likely developments
The Group will continue to pursue its principal activity of minerals exploration in Ecuador, particularly in
respect to its key projects being the Dynasty Gold project, Copper Duke project and the Linderos Gold
project plus the divestment of non-core assets. The Company will also continue to evaluate new business
opportunities in South America.
Environmental Issues
The Group’s operations comply with all relevant environmental laws and regulations and have not been
subject to any action by environmental regulators.
Proceedings on behalf of Company
No person has applied for leave of any court to bring proceedings on behalf of the ultimate parent company
or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on
behalf of the company for all or any part of those proceedings. The company was not a party to any such
proceedings during the year.
25
TITAN MINERALS LTD | ANNUAL REPORT 2023 Information on Directors and Company Secretary
Peter Cook
Director (Non-Executive Chairman)
Qualifications and Experience:
Peter Cook is a geologist (B Sc Applied Geology – Ballarat 1983) and a mineral economist (MSc Min. Econ
WASM 1995), MAusIMM with more than 35 years experience in mineral exploration, mine development,
mining operations and corporate management or resource entities.
Directorships of other listed companies in the
3 years prior to the end of the Financial Year:
Non-Executive Chairman of Westgold Resources
Limited (ASX:WGX)
Non-Executive Chairman of Castile Resources Ltd
(ASX:CST)
Non-Executive Chairman of Breaker Resources
NL (ASX:BRB)
Interest in shares and options of the Company
17,358,206 Fully Paid Ordinary Shares
12,719,616 Options
Directors meetings attended (where eligible):
5 of 5 held during the financial year
Appointed:
31 August 2021
Matthew Carr
Director (Executive Director)
Qualifications and Experience:
Mr Carr is a successful and experienced company director having founded Urban Capital Group. Urban
Capital Group is a private equity company with a strong focus on property backed investment and security.
Directorships of other listed companies in the
3 years prior to the end of the Financial Year:
N/A
Interest in shares and options of the Company:
32,706,844 Fully Paid Ordinary Shares
14,008,609 options
Directors meetings attended:
5 of 5 held during the financial year
Appointed:
3 February 2017
26
TITAN MINERALS LTD | ANNUAL REPORT 2023 Barry Bourne
Director (Non-Executive Director)
Qualifications and Experience:
Mr. Bourne is an innovator, who has designed, proposed and implemented a full range of initiatives via his
experience gained whilst working within the mining industry. He was shortlisted for the Australian Innovation
Awards in 2012 and was the Advance Global Australian of the Year for Mining and Resources in 2013. He is a
Fellow of the Australian Institute of Geoscientists and is on the technical advisory committee for UWA Centre
for Exploration Targeting.
Directorships of other listed companies in the 3
years prior to the end of the Financial Year:
N/A
Interest in shares and options of the Company:
3,074,167 Fully Paid Ordinary Shares
3,158,751 options
Directors meetings attended (where eligible):
5 of 5 held during the financial year
Appointed:
19 October 2021
Nicholas Rowley (resigned 31 March 2023)
Director (Non-Executive Director)
Qualifications and Experience:
Mr Rowley is an experienced corporate executive with a strong financial background having previously
worked in the financial services industry for over 10 years where he gained widespread experience in
corporate advisory, M&A transactions and equities markets, advising domestic and international Institutional
sales and high net worth individuals. He also advised on the equity financings of numerous ASX and TSX
listed companies predominantly in the mining and resources sector. Mr Rowley most recently served as
Director of Corporate Development for Galaxy Resources Ltd (ASX:GXY).
Directorships of other listed companies in the 3
years prior to the end of the Financial Year:
Non-Executive Director of Oro X Mining Corp
(TSV:OROX)
Interest in shares and options of the Company
(at date of resignation):
10,637,460 Fully Paid Ordinary Shares
5,000,000 options
Directors meetings attended:
1 of 1 held during the financial year
Appointed:
9 August 2016
27
TITAN MINERALS LTD | ANNUAL REPORT 2023 Tamara Brown (resigned 31 March 2023)
Director (Non-Executive Director)
Qualifications and Experience:
Ms. Brown is a mining professional with over 25 years of experience in the mining and financial sectors. She
has a Bachelor of Engineering Degree from Curtin University in Australia and has completed the Chartered
Business Valuator course at York University.
She has been an independent director of Superior Gold since 2017 and served as interim CEO for a 12-month
period until June 30, 2022. Ms Brown has previously served as Non-executive Director Lundin Gold Inc.
and Eastmain Resources Inc. Her distinguished career includes roles as Vice President, Investor Relations
and Corporate Development (Americas) for Newcrest Mining, Vice President, Corporate Development and
Investor Relations for Primero Mining Corp and Director of Investor Relations for IAMGOLD Corp.
Directorships of other listed companies in the 3
years prior to the end of the Financial Year:
Superior Gold Inc (TSX-V)
Lundin Gold Inc (TSX)
Eastmain Resources Inc. (TSX)
Interest in shares and options of the Company
(at date of resignation):
250,000 Fully Paid Ordinary Shares
5,000,000 options
Directors meetings attended (where eligible):
1 of 1 held during the financial year
Appointed:
1 April 2022
Melanie Leighton
Chief Executive Officer
Qualifications and Experience:
Mrs Leighton is a geologist with over 20 years’ experience in the resource sector, spanning multiple
commodities, deposits and jurisdictions. She is a founding director of Leighton Geoservices Pty Ltd, a
consulting firm providing corporate and geological services to the mineral resources sector with the mantra
of bridging the gap between technical, corporate and investors. Ms Leighton has held senior management
and geological roles with Hot Chili Limited, Harmony Gold, Hill 50 Gold and Northwest Resources, gaining
practical and management experience within the areas of exploration, mining, resource development,
stakeholder engagement and investor relations.
Melanie currently serves as Non-executive director for Great Boulder Resources (ASX:GBR) and Industrial
Minerals (ASX:IND).
Appointed as Chief Executive Officer on 12January 2023.
28
TITAN MINERALS LTD | ANNUAL REPORT 2023 Zane Lewis
Company Secretary
Qualifications and Experience:
Mr Lewis has over 20 of years corporate advisory experience with various ASX and AIM listed companies. Mr
Lewis is a fellow of Chartered Secretaries Australia and is a Non-Executive Director and Company Secretary
for a number of ASX Listed companies.
Appointed as company secretary on 11 August 2016.
Remuneration Report (Audited)
The Directors present the remuneration report for the Company and the Consolidated Entity for the year
ended 31 December 2023. This remuneration report forms part of the Directors’ Report and has been audited
in accordance with section 300A of the Corporations Act 2001 and details the remuneration arrangements for
the key management personnel.
Key management personnel are those persons who, directly or indirectly, have authority and responsibility for
planning, directing and controlling the major activities of the Company and the Consolidated Entity.
Remuneration is based on fees approved by the Board of Directors.
There is no relationship between the performance or the impact on shareholder wealth of the Company
for the current financial year or the previous financial years excluding the remuneration of directors and
executives or the issue of options to directors. Remuneration is set at levels to reflect market conditions and
encourage the continued services of directors and executives.
The names and positions of key management personnel of the Company and of the Consolidated Entity who
have held office during the financial year are:
Peter Cook
Non-Executive Chairman
Matthew Carr
Executive Director
Barry Bourne
Non-Executive Director
Melanie Leighton
Chief Executive Officer
Nicholas Rowley
Non-Executive Director (Resigned 31 March 2023)
Tamara Brown
Non-Executive Director (Resigned 31 March 2023)
29
TITAN MINERALS LTD | ANNUAL REPORT 2023 Service Agreements
Remuneration and other terms of employment for the Executive Directors and other officers are formalised
in a service agreement. For Non-Executive Directors these terms are set out in a Letter of Appointment. The
major provisions of the agreements relating to remuneration per year are set out below.
Consulting fees / salary
(all denominated in AUD unless
otherwise stated)
Term of
Agreement
Notice Period
$120,000
No fixed term
N/A
$240,000
No fixed term
6/12 months(1)
$72,000
No fixed term
N/A
$240,000
No fixed term
3 months
$72,000
No fixed term
N/A
$72,000
No fixed term
N/A
Name
Peter Cook
Matthew Carr
Barry Bourne
Melanie Leighton
Nicholas Rowley
Tamara Brown
(1) Termination benefits:
Mr Matthew Carr: The agreement may be terminated at any time by the company by giving a 12 month notice in writing and without the
company having to give any reason.
The agreement may be terminated at any time by Mr Carr by giving a six months written notice to the company and without having to give
any reason for the termination. In this case, he is also entitled to receive an additional 1 months’ salary for each full year of continuous service
since the commencement date plus prorata for any part of a year of continuous service provided by him.
Ms Melanie Leighton: In the case of termination without cause by the Company Ms Leighton is entitled to receive 3 months’ salary.
30
TITAN MINERALS LTD | ANNUAL REPORT 2023 Details of Remuneration
Compensation of key management
based on fees approved by the Board of
directors.
Peter Cook
Matthew Carr
Barry Bourne
Melanie Leighton
Nicholas Rowley (resigned 31 March 2023)
Tamara Brown (resigned 31 March 2023)
Total compensation – For Key Management
Personnel
Compensation of key management
based on fees approved by the Board of
directors.
Peter Cook
Matthew Carr
Nicholas Rowley
Barry Bourne
Tamara Brown
Michael Skead
Laurence Marsland (resigned 31 March
2022)
Total compensation – For Key Management
Personnel
Compensation 12 months to 31 December 2023
Short Term
Benefits
$ USD
Super-
annuation
$ USD
Share
based
payments
$ USD
Percentage of
remuneration
that is equity
based
Total
$ USD
79,729
159,457
47,837
154,742
11,959
11,959
-
-
-
17,022
-
175,528
162,663
97,516
212,071
116,188
102,165
255,257
322,120
145,353
383,835
128,147
114,124
465 , 68 3
17, 0 22
866,131
1,348,836
69%
50%
67%
55%
91%
90%
64%
Compensation 12 months to 31 December 2022
Short Term
Benefits
Super-
annuation
Share
based
payments
Total
$ USD
$ USD
$ USD
$ USD
Percentage of
remuneration
that is equity
based
83,364
156,308
50,019
54,187
37,514
92,276
138,9401
6 12, 60 8
-
-
-
-
-
-
-
-
28,787
112,151
43,259
199,567
30,899
15,993
80,918
70,180
170,502
208,016
11,995
104,271
-2
138,940
301,435
914,043
26%
22%
38%
23%
82%
12%
0%
33%
1. Included in Mr Marsland’s Short Term Benefits are termination benefits totalling $97,258.
2. As part of Mr Marsland’s resignation, 10,000,000 incentive options were forfeited. The forfeiture resulted in a reversal of share based
payment expense of $242,971.
31
TITAN MINERALS LTD | ANNUAL REPORT 2023 Shares and performance rights held by Key Management Personnel
Shareholdings
Peter Cook
Matthew Carr
Barry Bourne
Melanie Leighton
Nicholas Rowley
Tamara Brown
Number of Ordinary Shares
1 January 2023 or
Appointment
Issued as
Compensation
Net Change
Other
31 December
2023
14,878,462
28,034,438
135,000
-
10,637,460
250,000
53,935,360
-
-
-
-
-
-
-
2,479,744
4,672,406
2,939,167
3,000,000
-
-
17,358,206
32,706,844
3,074,167
3,000,000
10,637,4601
250,0001
13,091,317
67,026,677
1. Number of shares held at date of resignation / date of ceasing to be a key management personnel.
Performance rights /
options
1 January 2023 or
Appointment
Issued as
Compensation
Net Change
Other
31 December
2023
Number of Performance Rights / Options
Peter Cook
Matthew Carr
Barry Bourne
Melanie Leighton
Nicholas Rowley
Tamara Brown
9,000,000
7,000,000
5,000,000
-
-
-
3,719,616
12,719,616
7,008,609
14,008,609
(1,841,249)
3,158,751
-
9,000,000
(3,000,000)
6,000,000
5,000,000
5,000,000
-
-
-
-
5,000,0001
5,000,0001
31,000,000
9,000,000
5,886,976
45,886,976
*With regard to the above table, securities held by Melanie Leighton are performance rights. All other holdings by other key management
personnel are options.
1. Number of performance rights/options held at date of resignation / date of ceasing to be a key management personnel.
For further details on Performance rights and options please refer to Note 24 to the financial statements
“Share based payments”.
Other Information
Refer to Notes 21 and 22 for further detail regarding transactions with Key Management Personnel during the
year.
During the year the Company did not engage remuneration consultants to review its remuneration policies.
End of Remuneration Report (Audited)
32
TITAN MINERALS LTD | ANNUAL REPORT 2023 Business Risks and Uncertainties
The proposed future activities of the Consolidated Entity are subject to a number of risks and other factors
which may impact its future performance. Some of these risks can be mitigated by the use of safeguards and
appropriate controls. However, many of the risks are outside the control of the directors and management
of the Company and cannot be mitigated. An investment in the Company is not risk free and should be
considered speculative.
This section provides a non-exhaustive list of the risks faced by the Consolidated Entity or by investors in the
Company. The risks should be considered in connection with forward looking statements in this Annual Report.
Actual events may be materially different to those described and may therefore affect the Consolidated Entity
in a different way.
Investors should be aware that the performance of the Consolidated Entity may be affected by these risk
factors and the value of its Shares may rise or fall over any given period. None of the directors or any person
associated with the Consolidated Entity guarantee the Consolidated Entity’s performance.
Future Capital Needs and Additional Funding
The Company’s growth through its proposed and future exploration activities will require additional
expenditure. As a mineral exploration company, the Company has no operating revenue and is unlikely to
generate any operating revenue unless and until its projects are successfully explored, evaluated, developed
and production commences.
The Company will require further funding in the future to finance ongoing operations and activities. The future
capital requirements of the Company (both in respect to timing and quantum) will depend on many factors,
including the results of the Company’s exploration activities and the future exploration work programs and
budgets for each of its projects.
No assurances can be given that the Company will be able to raise additional funding and the Company’s
ability to obtain additional funding will depend on investor demand, its performance and reputation, market
conditions and other factors. The Company may seek to raise further funds through equity or debt financing
or other means. The Company’s failure to raise capital, if and when required, could delay or suspend the
Company’s business strategy and could have a material adverse effect on the Company’s activities and could
affect the Company’s ability to continue as a going concern or remain solvent.
Foreign Operations
The Company’s operations are located in Ecuador, which is considered to be a developing country and, as
such, is subject to emerging legal and political systems compared with the system in place in Australia.
Possible sovereign risks include, without limitation, changes to the terms of mining legislation including
renewal and continuity of tenure of permits, transfer of ownership of acquired permits to the Company, changes
to royalty arrangements, changes to taxation rates and concessions, restrictions on foreign ownership and
foreign exchange, changing political conditions, changing mining and investment policies and changes in the
ability to enforce legal rights.
Future operations and profitability in Ecuador may be affected by changing government regulations with
respect, but not limited, to restrictions on production, price controls, export controls, currency remittance,
33
TITAN MINERALS LTD | ANNUAL REPORT 2023 income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of
local people, water use, mine safety and government and local participation. Failure to comply strictly with
applicable laws, regulations and local practices relating to mineral tenure and development could result
in the loss, reduction or expropriation of entitlements. The occurrence of these and other various factors
cannot be accurately predicted and could have an adverse effect on the Company’s future operations and
profitability.
Any of these factors may, in the future, adversely affect the financial performance of the Company and the
market price of its Shares. No assurance can be given regarding the future stability in these or any other
country in which the Company may have an interest.
Results of Studies
On 6 July 2023, the Company announced a mineral resource estimate (MRE), reported in accordance with the
JORC Code on the Dynasty Project. On 2 November 2023, the Company announced that it had commenced
drilling at the Papayal prospect at the Dynasty Project. The drilling is designed to target high-grade, high
margin gold resource growth, following recent mapping and surface geochemical sampling which was
successful in expanding the epithermal gold vein footprint well beyond existing defined resources at Papayal.
In addition, the Company is operating a second drill rig at the Cerro Verde prospect at the Dynasty Project.
On 23 November 2023, the Company announced that drilling at the Cerro Verde prospect is now complete.
The drilling represented potential high- grade resource additions, further validating the Company’s strategy
of targeting shallow high grade, high margin ounces. The Company anticipates that assays from drilling at the
Cerro Verde and the first holes from the Papayal will be completed by year end. The Company experienced
some delays with earthworks required for drill access and drill platforms and anticipates that the resource
growth drilling campaign will be completed by Q1 2024, and a resource update is planned for Q2 2024
following receipt of all results.
The Company intends to continue its drilling programs, and subject to the results of any future exploration
and testing programs, the Company may progressively undertake a number of studies with respect to the
Dynasty Project or any new projects. These studies may include scoping studies, pre-feasibility studies and
bankable feasibility studies.
If these studies are completed, they would be prepared within certain parameters designed to determine the
economic feasibility of the relevant project within certain limits. There can be no assurance that any of the
studies will confirm the economic viability of the Dynasty Project or the results of other studies undertaken
by the Company (e.g. the results of a feasibility study may materially differ to the results of a scoping study).
Further, even if a study determines the economics of the Company’s projects, there can be no guarantee that
the projects will be successfully brought into production as assumed or within the estimated parameters
in the feasibility study, once production commences including but not limited to operating costs, mineral
recoveries and commodity prices.
Drilling Risks
The Company’s future drilling operations may be curtailed, delayed or cancelled due to a number of factors
including weather conditions, mechanical difficulties, shortage or delays in the delivery of rigs and/or other
equipment and compliance with governmental requirements. While drilling may yield some resources there
can be no guarantee that the discovery will be sufficiently productive to justify commercial development or
cover operating costs.
34
TITAN MINERALS LTD | ANNUAL REPORT 2023 Government Legislation and Regulation
The Company’s activities are subject to extensive laws and regulations relating to numerous matters including
resource licence consent, environmental compliance and rehabilitation, taxation, health and worker safety,
waste disposal, protection of the environment and other matters. The Company requires permits related to
exploration, development and mining activities.
Whilst the Company believes that it is in substantial compliance with all material current laws and regulations,
changes in how laws and regulations are enforced or regulatory interpretation could result in changes in legal
requirements or in the terms of existing permits and agreements applicable to the Company or its future
projects. This could have a material adverse impact on the Company’s future and planned operations in
respect to its projects.
Obtaining the necessary permits can be a time consuming process and there is a risk that the Company
will not be able to obtain these permits on acceptable terms, in a timely manner or at all. The costs and
delays associated with obtaining necessary permits and complying with these permits and applicable laws
and regulations could materially delay or restrict the Company from proceeding with the development of a
project or the operation or development of a mine. Any failure to comply with applicable laws and regulations
or permits, could result in fines, penalties or other liabilities.
Dependence on Key Personnel
The success of the Company will to an extent depend on the Directors’ and key management personnel’s
ability to successfully manage the Company’s performance and exploit new opportunities. The loss of one
or more of these key contributors could have an adverse impact on the business of the Company. It may be
difficult for the Company to continue to attract and retain suitably qualified and experienced people.
Metal Price Volatility
As an exploration, development and toll treatment company, the Company’s ability to raise capital may be
significantly affected by changes in the market price of gold, silver and other minerals. The Company’s possible
future revenues may be derived primarily from mining commodities, processing commodities and/or from
revenue royalties gained from joint ventures or from mineral projects sold. Consequently, the Company’s
potential future earnings could be closely related to the price of commodities it commercially exploits. Gold
and other mineral prices fluctuate on a daily basis and are affected by numerous factors beyond the control
of the Company including demand, forward selling by producers, production cost levels in major producing
regions and macroeconomic factors (e.g., inflation, interest rates, currency exchange rates) and global and
regional demand for, and supply of, the relevant commodity.
If the market price of any commodity sold by the Company were to fall below the costs of production and
remain at such a level for any sustained period, the Company would experience losses and could have to
curtail or suspend some or all of its proposed mining activities. In such circumstances, the Company would
also have to assess the economic impact of any sustained lower commodity prices on recoverability.
35
TITAN MINERALS LTD | ANNUAL REPORT 2023 Shortages and Price Volatility
The Company is dependent on various input commodities (such as diesel fuel, electricity, natural
gas, steel and concrete) and equipment (including parts) to conduct its exploration activities. A shortage of
such input commodities or equipment or a significant increase in their cost could have a material adverse
effect on the Company’s ability to carry out its exploration and therefore limit, or increase the cost of, discovery.
The Company is also dependent on access to and supply of water and electricity to carry out its exploration,
and such access and supply may not be readily available. Market prices of input commodities can be subject
to volatile price movements, which can be material, occur over short periods of time and are affected by
factors that are beyond the Company’s control. An increase in the cost, or decrease in the availability, of input
commodities or equipment may affect the timely conduct and cost of the Company’s exploration objectives.
If the costs of certain input commodities consumed or otherwise used in connection with the Company’s
exploration were to increase significantly, and remain at such levels for a substantial period, the Company may
determine that it is not economically feasible to continue exploration on some or all of its current projects,
which could have an adverse impact on the Company’s financial performance and Share price.
Foreign Exchange Risk
The Company’s operations are located in Ecuador, where the currency is United States dollars. Costs
will mainly be incurred by its business in United States dollars and Australian dollars. As most in-country
expenditure will be incurred in United States dollars and given that the Company typically raises funds in
Australian dollars, the Company is exposed to foreign exchange risk.
The Company intends to convert some or all of the Australian dollar proceeds raised pursuant to the Entitlement
Offer into United States dollars. There can be no assurance that fluctuations in foreign exchange rates will not
have a material adverse effect upon the Company’s financial performance and results of operations.
Non-audit Services
The Board of Directors is satisfied that the provision of any non-audit services is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. All non-audit services are
reviewed and approved by the Board prior to commencement to ensure they do not adversely affect
the integrity and objectivity of the auditor; and the nature of the services provided does not compromise
the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for
Professional Accountants set by the Accounting Professional and Ethical Standards Board
36
TITAN MINERALS LTD | ANNUAL REPORT 2023 Lead Auditor’s Independence Declaration
In accordance with the Corporations Act 2001 section 307C the auditors of the Company have provided a
signed Auditor’s Independence Declaration to the directors in relation to the year ended 31 December 2023.
A copy of this declaration appears on page 21.
Signed in accordance with a resolution of the directors.
Matthew Carr
Executive Director
28th day of March 2024
Perth, Western Australia
37
TITAN MINERALS LTD | ANNUAL REPORT 2023 DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Titan Minerals Limited A.C.N. 117 790 897 (“Company”),
In the opinion of the directors
1. As set out in Note 2, the Directors are of the opinion that the consolidated financial statements:
y Give a true and fair view of the consolidated entity’s financial position as at 31 December 2023 and of
its performance for the year ended 31 December 2023; and
y ●Complying with Australian Accounting Standards and the Corporations Act 2001;
2. The consolidated financial statements and notes also comply with the International Financial Reporting
Standards as disclosed in Note 2; and
3. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
This declaration has been made after receiving the declarations required to be made to the directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ended 31 December 2023.
On behalf of the Board of Directors.
Matthew Carr
Executive Director
28th day of March 2024
Perth, Western Australia
38
TITAN MINERALS LTD | ANNUAL REPORT 2023 FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2023
CONTINUING OPERATIONS
Expenses
General and administration
Salary and wages
Professional fees
Share based payments
Finance costs
Impairment
Foreign exchange gain / (loss)
Fair value movements of financial assets
Other income
Gain on disposal of subsidiaries
(Loss) before income tax from continuing operations
Income tax expense
(Loss) after income tax from continuing operations
Discontinued operations
Profit for the year from discontinued operations
(Loss)/profit for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
Total comprehensive (loss)/profit for the year
EARNINGS PER SHARE (US cents)
Basic and diluted earnings per share
From continuing operations
Basic and diluted earnings per share
From discontinued operations
Consolidated Year ended
Note
31-Dec-23
US$000’s
31-Dec-22
US$000’s
5(a)
24
5(b)
5(c)
5(d)
6
7
16
16
(864)
(514)
(953)
(1,260)
(315)
(1,458)
(75)
-
3,850
-
(1,589)
-
(1,589)
148
(1,441)
338
(1,103)
(970)
(517)
(751)
(71)
(163)
(2,500)
330
(99)
652
2,024
(2,065)
-
(2,065)
2,120
55
945
1,000
(0.11)
(0.15)
0.01
0.15
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
39
TITAN MINERALS LTD | ANNUAL REPORT 2023 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
CURRENT ASSETS
Cash and cash equivalents
Receivables and prepaid expenses
Inventories
Financial assets
Assets classified as held for sale
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Receivables and prepaid expenses
Property, plant and equipment
Exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Accounts payable and accrued liabilities
Loans payable
Liabilities classified as held for sale
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Loans payable
Provisions for closure and restoration
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
19(a)
8
9
7
8
10
11
12
13
7
13
14
15
Consolidated
31-Dec-23
US$000’s
31-Dec-22
US$000’s
1,941
3,582
-
392
-
5,915
2,986
224
42,979
46,189
52,104
3,222
1,026
-
4,248
1,265
494
1,759
6,007
46,097
671
3,642
178
317
1,024
5,832
2,397
235
35,477
38,109
43,941
2,772
1,016
108
3,896
-
494
494
4,390
39,551
177,090
24,513
(155,506)
46,097
170,463
23,153
(154,065)
39,551
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
40
TITAN MINERALS LTD | ANNUAL REPORT 2023 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2023
Issued
Capital
US $000’s
Foreign currency
translation
reserve US
$000’s
Share Based
Payment
Reserve
US $000’s
Accumulated
losses
US $000’s
Total
Equity
US $000’s
Balance at 1 January 2022
170,383
Net loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Transactions with owners in their
capacity as owners
Issue of shares
Share based payments
-
-
-
80
-
713
-
945
945
-
-
21,404
(154,120)
38,380
-
-
-
-
91
55
-
55
-
-
55
945
1,000
80
91
As at 31 December 2022
170,463
1,658
21,495
(154,065)
39,551
Issued
Capital
US $000’s
Foreign currency
translation
reserve US
$000’s
Share Based
Payment
Reserve
US $000’s
Accumulated
losses
US $000’s
Total
Equity
US $000’s
Balance at 1 January 2023
170,463
1,658
21,495
(154,065)
Net loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Transactions with owners in their
capacity as owners
Issue of shares
Conversion of incentive options
Share based payments
Reversal of Share based payments
-
-
-
6,324
303
-
-
-
338
338
-
-
-
-
-
-
-
-
(303)
1,359
(34)
(1,441)
-
39,551
(1,441)
338
(1,441)
(1,103)
-
-
-
-
6,324
-
1,359
(34)
As at 31 December 2023
177,090
1,996
22,517
(155,506)
46,097
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
41
TITAN MINERALS LTD | ANNUAL REPORT 2023 CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest and other costs of finance paid
NET CASH (USED IN) IN OPERATING ACTIVITIES
19(b)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant & equipment
Proceeds from the sale of financial assets
Payments of exploration and evaluation costs
Proceeds from the Zaruma sale (including interest)
Proceeds from the sale of Peru subsidiary
Deposits received
Payment of loans issued
Year ended
31-Dec-23
US $000’s
31-Dec-22
US $000’s
(3,122)
-
(3,122)
(63)
-
(6,024)
3,250
--
-
-
(2,717)
(55)
(2,772)
(126)
157
(9,170)
2,700
620
350
(200)
NET CASH (USED IN ) INVESTING ACTIVITIES
(2,837)
(5,669)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares (net of capital raising costs)
Proceeds from borrowings
Repayment of borrowings
NET CASH PROVIDED BY FINANCING ACTIVITIES
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Effects of exchange rate changes on the balance of cash held in
foreign currencies
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
5,711
2,784
(1,555)
6,940
981
671
289
1,941
-
347
(347)
-
(8,441)
8,762
350
671
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
42
TITAN MINERALS LTD | ANNUAL REPORT 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2023
1. GENERAL INFORMATION
Corporate Information
The consolidated financial statements of Titan Minerals Limited (“Parent Entity” or “Company”) and its
controlled entities (collectively as “Consolidated Entity” or “the Group”) for the year ended 31 December 2023
were authorised for issue in accordance with a resolution of the directors. The Parent Entity is a for-profit
company limited by shares incorporated in Australia whose shares are publicly traded on the Australian
Securities Exchange.
Further information on the nature of the operations and principal activities of the Group is provided in the
directors’ report. Information on the Group’s structure and other related party relationships are provided in
Notes 17 and 22.
The Group’s registered office is Suite 1, 295 Rokeby Road, Subiaco, WA 6008 Australia.
2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
a) Statement of compliance
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements
of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. Australian Accounting
Standards set out accounting policies that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions, events and conditions to which they apply.
The consolidated financial statements and notes also comply with International Financial Reporting Standards
as issued by the International Accounting Standard Board (IASB). Material accounting policies adopted in the
preparation of the financial statements are presented below. They have been consistently applied unless
otherwise stated.
b) Basis of preparation
The consolidated financial statements have been prepared on the basis of historical cost, except for certain
financial assets carried at fair value. Cost is based on the fair values of the consideration given in exchange
for assets. All amounts are presented in United States Dollars unless otherwise noted.
The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
c) Critical accounting judgements and key sources of estimation uncertainty
In the application of accounting standards management is required to make judgements, estimates and
assumptions about carrying values of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstance, the results of which form the basis of making the
judgements. Actual results may differ from these estimates.
43
TITAN MINERALS LTD | ANNUAL REPORT 2023 The 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 if the revision affects only that period
or in the period of the revision and future periods if the revision affects both current and future periods. Refer
to Note 3 for a discussion of critical judgements in applying the entity’s accounting policies and key sources
of estimation uncertainty.
d) New and Revised Standards that are effective for these Financial Statements
The Group applied for the first-time certain standards and amendments, which are effective for annual
periods beginning on or after 1 January 2023 (unless otherwise stated). The Group has not early adopted any
other standard, interpretation or amendment that has been issued but is not yet effective.
e) Standards issued but not yet effective and not early adopted by the Group
Certain new accounting standards, amendments to accounting standards and interpretations have been
published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted
by the group. These standards, amendments or interpretations are not expected to have a material impact on
the Group in the current or future reporting periods.
f) Going Concern
The consolidated financial statements have been prepared on a going concern basis, which contemplates
the continuity of normal business activity, realisation of assets and the settlement of liabilities in the normal
course of business. The Consolidated Entity incurred a net loss from continuing operations for the 31
December 2023 financial year of $1,589 thousand (2022: $2,065 thousand) and had a net operating cash
outflows of $3,122 thousand (2022: $2,772 thousand) and net investing cash outflows of $2,837 thousand
(2022: $5,669 thousand outflow).
On 21 March 2024, the Company announced the completion of the placement of the shortfall totalling A$2.85m
under the Entitlement Offer under its prospectus dated 29 November 2023 in respect of an accelerated non-
renounceable entitlement offer. The Company also received firm commitments for an additional $A0.55m of
shares under the same terms and conditions as described in the prospectus.
The directors have prepared a cash flow forecast, which indicates that Group will have sufficient cash flows
to meet all commitments and working capital requirements for the 12 month period from the date of signing
this financial report. Included in the forecast are receipts of consideration receivable expected to be received
within the next 12 months. Should there be any delays in receiving these funds, the Company may need to
raise additional capital through debt or equity raisings.
The Directors are confident that the Group will have sufficient cash to fund its activities within the next 12
months from the date the financial statements are approved and will be able to meet existing commitments
as they fall due. The Directors will also continue to carefully manage discretionary expenditure in line with
the Group’s cashflow.
Should the Group be unsuccessful in its plans detailed above, there is uncertainty as to whether the Group
would continue as a going concern and therefore whether it would realise its assets and extinguish its
liabilities in the normal course of business and at the amounts stated in the financial report. The consolidated
financial statements do not include any adjustments relating to the recoverability and classification of asset
carrying amounts or to the amount and classification of liabilities that might result should the Group be
unable to continue as a going concern and meet its debts as and when they fall due.
44
TITAN MINERALS LTD | ANNUAL REPORT 2023 Significant Accounting Policies
The following significant policies have been adopted in the preparation of the Financial Report:
g) Principles of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company and its subsidiaries. Control is achieved when the Company:
Has power over the investee;
Is exposed, or has rights, to variable returns from its involvement with the investee; and
Has the ability to use its power to affect those returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases
when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated statement of profit or loss and other
comprehensive income from the date the Company gains control until the date when the Company ceases
to control the subsidiary.
Profit or loss and each component of other comprehensive income of subsidiaries is attributed to the owners
of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed
to the owners of the Company and to the non-controlling interests even if this results in the non-controlling
interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as
the difference between (i) the aggregate of the fair value of the consideration received and the fair value of
any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of
the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive
income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related
assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of
equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former
subsidiary as the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under AASB 139, when applicable, the cost on initial recognition of an investment in an associate
or joint venture.
h) Revenue recognition
Revenue is recognised at an amount that reflects the consideration to which the group is expected to be
entitled in exchange for transferring goods or services to a customer. For each contract with a customer,
the consolidated entity: identifies the contract with a customer; identifies the performance obligations in
the contract; determines the transaction price which takes into account estimates of variable consideration
and the time value of money; allocates the transaction price to the separate performance obligations on the
basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises
45
TITAN MINERALS LTD | ANNUAL REPORT 2023 revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the
customer of the goods or services promised.
i) Interest revenue
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the
financial asset.
j) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk
of changes in value and have a maturity of three months or less at the date of acquisition.
Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
k) Trade and other receivables
Trade receivable (without a significant financing component) are initially recognised at their transaction price
and all other receivables are initially measured at fair value. Receivables are measured at amortised cost if it
meets both of the following conditions and is not designated as at fair value through profit or loss:
it is held within a business model with the objective to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
For the purposes of the assessment whether contractual cash flows are solely payments of principal and
interest, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined
as consideration for the time value of money and for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group
considers the contractual terms of the instrument. This includes assessing whether the financial asset
contains a contractual term that could change the timing or amount of contractual cash flows such that it
would not meet this condition. In making this assessment, the Group considers:
contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable rate features;
prepayment and extension features; and
terms that limit the Group’s claim to cash flows from specified assets (e.g. non recourse features).
The Group recognises an allowance for expected credit losses (“ECLs”) for all receivables not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate (“EIR”).
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that
46
TITAN MINERALS LTD | ANNUAL REPORT 2023 are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has
been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and other receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by AASB 9. Therefore, the Group does not track changes in credit
risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic environment. For any other financial assets
carried at amortised cost (which are due in more than 12 months), the ECL is based on the 12-month ECL. The
12-month ECL is the proportion of lifetime ECLs that results from default events on a financial instrument that
are possible within 12 months after the reporting date. However, when there has been a significant increase in
credit risk since origination, the allowance will be based on the lifetime ECL. When determining whether the
credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs,
the Group considers reasonable and supportable information that is relevant and available without undue
cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s
historical experience and informed credit assessment including forward-looking information.
l) Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation and impairment. Cost includes expenditure
that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the
purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to
their present value as at the date of acquisition.
Depreciation is provided on property, plant and equipment, including freehold buildings but excluding
land. Depreciation is calculated on a straight-line basis so as to write off the net cost of each asset over its
expected useful life to its estimated residual value commencing from the date the asset is available for use.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual
reporting period.
Depreciation on assets utilised in exploration, evaluation and mine development during the pre-production
phase is included in the carrying value of Deferred Exploration Expenditure and Mine Assets reflected on the
balance sheet. On commencement of production, depreciation is expensed to the Income Statement, and
recognised on a units of production basis.
The following estimated useful lives / methodologies are used in the calculation of depreciation:
Plant and equipment
Computer equipment
Buildings
3 – 10 years
3 years
20 years
47
TITAN MINERALS LTD | ANNUAL REPORT 2023 Impairment of assets
At each reporting date, the Consolidated Entity reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of
the impairment loss (if any). Where the asset does not generate cash flows that are independent from other
assets, the Consolidated Entity estimates the recoverable amount of the cash-generating unit to which the
asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use.
In assessing fair value less costs of disposal, the Consolidated entity considers any relevant quoted market
prices and/or subsequent arms-length transactions between two willing parties in determining fair value
less costs of disposal.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit)
is increased to the revised estimate of its recoverable amount, but only to the extent that the increased
carrying amount does not exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is
recognised in profit or loss immediately.
m) Exploration expenditure
Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that
one of the following conditions is met:
Such costs are expected to be recouped through successful development and exploitation of the area of
interest or, alternatively, by its sale; or
Exploration activities in the area of interest have not yet reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves, and active and significant
operations in relation to the area are continuing.
Exploration and evaluation expenditure, which fails to meet at least one of the conditions outlined above, is
written off.
Identifiable exploration assets acquired from another mining company are carried as assets at their cost
of acquisition. Exploration assets acquired are reassessed on a regular basis and these costs are carried
forward provided that at least one of the conditions outlined above are met. Exploration and evaluation
expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted for
in accordance with the policy outlined above for exploration incurred by or on behalf of the entity. Exploration
and evaluation expenditure assets are assessed for impairment when facts and circumstances suggest that
the carrying amount of an exploration and evaluation asset may exceed its recoverable amount.
The recoverable amount of the exploration and evaluation asset is estimated to determine the extent of the
impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is
48
TITAN MINERALS LTD | ANNUAL REPORT 2023 increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset in previous years. Where a decision is made to proceed with development in
respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment
and the balance is then reclassified to mine assets.
n) Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control over
those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have
rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of
an arrangement, which exists only when decisions about the relevant activities require unanimous consent
of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated
financial statements using the equity method of accounting, except with the investment, or a portion thereof,
is classified as held for sale, in which case it is accounted for in accordance with AASB 5. Under the equity
method, an investment in an associate or joint venture is initially recognised in the consolidated statements of
financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other
comprehensive income of the associate or joint venture. When the Group share of losses of an associate or a
joint venture exceeds the Group’s interest in that associate or joint venture, the Group discontinue recognising
its share of further losses. Additional losses are recognised only to the extent that the Group has incurred
legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on
which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate
or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of
the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the
carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable
assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit
or loss in the period in which the investment is acquired.
The Group discontinues the use of the equity method from the date when the investment ceases to be an
associate or a joint venture, or when the investment is classified as held for sale.
When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting
from the transactions with the associate or joint venture are recognised in the Group’s consolidated financial
statements only to the extent of interest in the associate or joint venture that are not related to the Group.
49
TITAN MINERALS LTD | ANNUAL REPORT 2023 o) Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in
a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair
values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquire
and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related
costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair
value, except that:
deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are
recognised and measured in accordance with AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee Benefits’
respectively;
liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-
based payment arrangements of the Group entered into to replace share-based payment arrangements
of the acquiree are measured in accordance with AASB 2 ‘Share-based Payment’ at the acquisition date;
and
assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Non-current
Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in
the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree
(if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Where the consideration transferred by the Group in a business combination includes assets or liabilities
resulting from a contingent consideration arrangement, the contingent consideration is measured at
its acquisition-date fair value. Changes in the fair value of the contingent consideration that qualify as
measurement period adjustments are adjusted retrospectively, with corresponding adjustments against
goodwill. Measurement period adjustments are adjustments that arise from additional information obtained
during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and
circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as
measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is
remeasured at subsequent reporting dates in accordance with AASB 139 ‘Financial Instruments: Recognition
and Measurement; or AASB 137 ‘Provisions, Contingent Liabilities and Contingent Assets’, as appropriate, with
the corresponding gain or loss being recognised in profit or loss.
Where a business combination is achieved in stages, the Group’s previously held equity interest in the
acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group attains control)
and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the
acquiree prior to the acquisition date that have previously been recognised in other comprehensive income
are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
50
TITAN MINERALS LTD | ANNUAL REPORT 2023 If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional
assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
p) Trade and other payables
Trade payables and other accounts payable are recognised when the Consolidated Entity becomes obliged
to make future payments resulting from the purchase of goods and services.
q) Provisions
Provisions are recognised when the Consolidated Entity has a present obligation, the future sacrifice of
economic benefits is probable, and the amount of the provision can be measured reliably. The amount
recognised as a provision is the best estimate of the consideration required to settle the present obligation at
reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision
is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present
value of those cash flows.
Provision for closure and restoration
A provision for closure and restoration is recognised when there is a present obligation as a result of
exploration, development, production, transportation or storage activities undertaken, it is probable that an
outflow of economic benefits will be required to settle the obligation and the amount of the provision can be
measured reliably.
The provision for future restoration costs is the best estimate of the present value of the expenditure required
to settle the restoration obligation as at the reporting date. Future restoration costs are reviewed annually and
any change in the estimates are reflected in the present value of the restoration provision at reporting date.
The initial estimate of the restoration and rehabilitation provision relating to exploration, development and
production facilities is capitalised into the cost of the related asset and amortised on the same basis as the
related asset, unless the present value arises from the production of inventory in the period, in which case
the amount is included in the cost of production for the period. Changes in the estimate of the provision
for restoration and rehabilitation are treated in the same manner, except that the unwinding of the effect of
discounting on the provision is recognised as a finance cost rather than being capitalised into the cost of the
related asset.
r) Employee benefits
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long
service leave when it is probable that settlement will be required and they are capable of being measured
reliably.
Provisions made in respect of employee benefits expected to be settled wholly within twelve months, are
measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits which are not expected to be settled within twelve months
are measured as the present value of the estimated future cash outflows to be made in respect of services
provided by employees up to the reporting date.
51
TITAN MINERALS LTD | ANNUAL REPORT 2023 Defined contribution plans
Contributions to defined contribution superannuation plans are expensed when incurred.
s) Financial assets
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade
receivables that do not contain a significant financing component or for which the Group has applied the
practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it
needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or
loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in
order to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at
amortised cost are held within a business model with the objective to hold financial assets in order to collect
contractual cash flows while financial assets classified and measured at fair value through OCI are held within
a business model with the objective of both holding to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the
date that the Group commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
Financial assets at amortised cost (debt instruments)
Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses
upon derecognition (equity instruments)
Financial assets at fair value through profit or loss
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and
are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
The Group’s financial assets at amortised cost includes trade receivables and loans receivable.
52
TITAN MINERALS LTD | ANNUAL REPORT 2023 Financial assets at fair value through OCI (debt instruments)
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment
losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for
financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon
derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments
designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial
Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by
instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as
other income in the statement of profit or loss when the right of payment has been established, except when
the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case,
such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to
impairment assessment.
The Group’s financial assets carried at fair value through OCI are listed equity instruments.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in the statement of profit or loss.
This category includes derivative instruments and listed equity investments which the Group had not
irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are recognised
as other income in the statement of profit or loss when the right of payment has been established.
A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from
the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely
related to the host; a separate instrument with the same terms as the embedded derivative would meet the
definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded
derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment
only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows
that would otherwise be required or a reclassification of a financial asset out of the fair value through profit
or loss category.
53
TITAN MINERALS LTD | ANNUAL REPORT 2023 Impairment
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that
are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has
been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.
t) Financial Liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge,
as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables and loans and borrowings. The Group has
no hedging instruments.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
Financial liabilities at fair value through profit or loss
Financial liabilities at amortised cost (loans and borrowings)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in
the near term. This category also includes derivative financial instruments entered into by the Group that are
not designated as hedging instruments in hedge relationships as defined by AASB 9. Separated embedded
derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
54
TITAN MINERALS LTD | ANNUAL REPORT 2023 Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the
initial date of recognition, and only if the criteria in AASB 9 are satisfied. The Group has not designated any
financial liability as at fair value through profit or loss.
Financial liabilities at amortised cost (loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in
profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit
or loss.
This category generally applies to interest-bearing loans and borrowings. For more information, refer to Note
13.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as the derecognition of the original liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognised in the statement of profit or loss.
u) Issued Capital
Ordinary share capital is recognised at the fair value of the consideration received by the Company. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the
share proceeds received.
v) Foreign currency
Foreign currency transactions
The individual financial statements of each group entity are presented in its functional currency being
the currency of the primary economic environment in which the entity operates. For the purpose of the
consolidated financial statements, the results and financial position of each entity are expressed in United
States dollars.
All foreign currency transactions during the financial year are brought to account using the exchange rate
in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at
the exchange rate existing at reporting date. Non-monetary assets and liabilities carried at fair value that
are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value
was determined. Exchange differences are recognised in profit or loss in the year in which they arise except
that exchange differences on monetary items receivable from or payable to a foreign operation for which
settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation,
are recognised in the foreign currency translation reserve in the consolidated financial statements and
recognised in consolidated profit or loss on disposal of the net investment.
55
TITAN MINERALS LTD | ANNUAL REPORT 2023 Foreign operations
On consolidation, the assets and liabilities of the Consolidated Entity’s overseas operations are translated
at exchange rates prevailing at the year end closing rate. Income and expense items are translated at the
average exchange rates for the year unless exchange rates fluctuate significantly. Exchange differences
arising, if any, are recognised in the foreign currency translation reserve, and recognised in profit or loss on
disposal of the foreign operation.
w) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
ii. for receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash
flows arising from investing and financing activities which is recoverable from, or payable to, the taxation
authority is classified as operating cash flows.
x) Share-based payments
Equity-settled share-based payments with employees are measured at the fair value of the equity instrument
at the grant date. The expected life used in the model has been adjusted, based on management’s best
estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the
goods and services received, except where the fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the
goods or the counterparty renders the service.
For cash-settled share-based payments, a liability equal to the portion of the goods or services received is
recognised at the current fair value determined at each reporting date.
y) Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Current tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the consolidated statement of comprehensive income because of items of income or expense
that are taxable or deductible in other periods and items that are never taxable or deductible. The company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the
end of the reporting year.
56
TITAN MINERALS LTD | ANNUAL REPORT 2023 Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred
tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally
recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries and associates, and interests in joint ventures, except where the company is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such
investments and interests are only recognised to the extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of the temporary differences and they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the company expects, at
the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and
the company intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to
items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity),
in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting
for a business combination. In the case of a business combination, the tax effect is included in the accounting
for the business combination.
z) Leases
The Group as lessee
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present,
a right-of-use asset and a corresponding lease liability are recognised by the Group where the Group is a
lessee. However, all contracts that are classified as short-term leases (ie a lease with a remaining lease term
of 12 months or less) and leases of low-value assets are recognised as an operating expenses on a straight-
line basis over the term of the lease.
57
TITAN MINERALS LTD | ANNUAL REPORT 2023 Initially the lease liability is measured at the present value of the lease payments still to be paid at the
commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate
cannot be readily determined, the Group uses the incremental borrowing rate.
Lease payments that may be included in the measurement of the lease liability are as follows:
fixed lease payments less any lease incentives;
variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
the amount expected to be payable by the lessee under residual value guarantees;
lease payments under extension options, if the lessee is reasonably certain to exercise the options; and
payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease
payments made at or before the commencement date and any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is
the shortest.
Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that
the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of
the underlying asset.
aa) Rounding of Amounts
The Parent Entity has applied the relief available to it under ASIC Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191. Accordingly, amounts in the financial statements have been rounded
off to the nearest US$1,000.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
The following are the key estimates that management has made in the process of applying the Group’s
accounting policies and that have the most significant effects on the amounts recognised in the financial
statements.
a) Impairment of property, plant and equipment
The Group reviews for impairment of property, plant and equipment, in accordance with its accounting policy.
The recoverable amount of these assets has been determined based on the higher of the assets’ fair value
less costs to sell and value in use. These calculations require the use of estimates and judgements.
In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent
it is available. The Group may engage the assistance of third parties to establish the appropriate valuation
techniques and inputs to the valuation model.
58
TITAN MINERALS LTD | ANNUAL REPORT 2023 b) Exploration expenditure
The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be
recoverable or where the activities have not reached a stage that permits a reasonable assessment of the
existence of reserves. While there are certain areas of interest from which no reserves have been extracted,
the directors are of the continued belief that such expenditure should not be written off since feasibility
studies in such areas have not yet concluded. Such capitalised expenditure is carried at the end of the
reporting period at $42,979 thousand.
c) Impairment of Exploration expenditure
The future recoverability of deferred exploration and evaluation expenditure is dependent on several factors,
including whether the Group decides to exploit the related tenement/lease/concession itself or, if not,
whether it successfully recovers the related exploration and evaluation asset through sale.
Factors that could impact the future recoverability include the level of reserves and resources, future
technological changes, costs of drilling and production, production rates, future legal changes (including
changes to environmental restoration obligations) and changes to commodity prices.
d) Provision for closure and restoration costs
A provision for restoration and rehabilitation is recognised when there is a present obligation as a result
of development activities undertaken, it is probable that an outflow of economic benefits will be required
to settle the obligation, and the amount of the provision can be measured reliably. The estimated future
obligations include the costs of abandoning sites, removing facilities and restoring the affected areas.
The provision for future restoration costs is the best estimate of the present value (including an appropriate
discount rate relevant to the time value of money plus any risk premium associated with the liability) of the
expenditure required to settle the restoration obligation at the reporting date. Future restoration costs are
reviewed annually and any changes in the estimate are reflected in the present value of the restoration
provision.
The initial estimate of the restoration and rehabilitation provision is capitalised into the cost of the related
asset and amortised on the same basis as the related asset, unless the present obligation arises from the
production of inventory in the period, in which case the amount is included in the cost of production for the
period. Changes in the estimate of the provision for restoration and rehabilitation are treated in the same
manner, except that the unwinding of the effect of discounting on the provision is recognised as a finance
cost rather than being capitalised into the cost of the related asset.
e) Share based payments
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value of ordinary shares is determined with
reference to the Company’s share price on the ASX. The Group measures the fair value of options at the grant
date using a Black Scholes formula taking into account the terms and conditions upon which the instruments
were granted. Where share based payments include market vesting conditions, the Group uses the Hoadleys
ESO Model (a Monte Carlo simulation model).
59
TITAN MINERALS LTD | ANNUAL REPORT 2023 f) Impairment of consideration receivable
The Group has considered the recoverability of the consideration receivable as disclosed in Note 7 and Note
8. While the amounts are past due and payable, the Group has considered the following in assessing the
recoverability of the balance:
1. Discussions with the debtor with regards to their plans to repay the amount outstanding; and
2. Considering the Group’s options with regards to the security held in the underlying asset
The Board considered that no impairment of the consideration receivable is necessary.
4. SEGMENT INFORMATION
Identification of Reportable Segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by
the Board (the chief operating decision-maker) in assessing performance and in determining the allocation
of resources.
The Group’s principal activities is exploration and development of gold and copper assets in Ecuador. These
activities are all located in the same geographical area being Ecuador. Given there is only one segment being
in one geographical area, the financial results from this segment are equivalent to the financial statements of
the Consolidated Entity as a whole.
5. REVENUE AND EXPENSES
The following is an analysis of the Group’s revenue and expenses for the year from continuing operations:
(a) General and Administration expenses
Compliance expenses
Insurance costs
Advertising and investor relations
Travel and accommodation
Depreciation and amortisation
Other Administration costs
(b) Impairment
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
72
109
139
63
74
407
864
64
102
237
196
62
309
970
Impairment expense of totalling US $1,458 thousand relates to the following:
3. US $1,256 thousand relating to default interest on Zaruma consideration (refer Note 8 for further details);
and
4. US $201 thousand relating to capitalised exploration and evaluation expenditure.
60
TITAN MINERALS LTD | ANNUAL REPORT 2023 (c) Other income
Reversal of impairment – consideration
Default interest recognised
Other
(d) Gain on disposal of subsidiaries
2,500
1,256
94
3,850
-
600
52
652
During the prior year the Company completed the restructuring of dormant subsidiaries, resulting in the disposal of
five entities. The sale of the subsidiaries is considered a corporate transaction and resulted in a net gain on disposal of
US$2,024 thousand representing the liabilities at disposal date.
6. INCOME TAX EXPENSE
Income tax recognised in profit or
loss
Tax expense comprises:
Current tax expense
Deferred tax expense
Total tax expense
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
-
-
-
-
-
-
The prima facie income tax expense on pre-tax accounting loss from continuing operations reconciles to the
income tax expense in the consolidated financial statements as follows:
(Loss) from continuing operations
Income tax benefit calculated at 30% (2022: 30%)
Expenses that are (not deductible) / income that is exempt in determining
taxable profit
Effect of different tax rates of subsidiaries operating in other jurisdictions
Tax benefit not recognised as recovery not probable
(1,589)
477
(1,256)
779
-
(2,065)
620
523
(1,143)
-
The tax rate used in the above reconciliation is the tax rate of 30% (2022: 30%) payable by Australian corporate
entities on taxable profits under Australian tax law. The corporate tax rate in Ecuador is 25.0%.
Deferred tax balances as at 31 December 2023 were not recognised in the consolidated statement of financial
position.
The deferred tax balances relate to the Parent entity and the Australian tax group.
The Australian deferred tax assets not recognised relate to the following accounts:
Temporary differences
Tax losses – revenue
Tax losses – capital
The Ecuadorian tax losses have not been disclosed above.
61
382
17,495
14,506
32,383
342
11,414
15,168
26,924
TITAN MINERALS LTD | ANNUAL REPORT 2023 7. DISCONTINUED OPERATIONS
Assets and liabilities classified as held for sale
Assets classified as held for sale
PP&E – Land surface rights: Zaruma & Portovelo1
Exploration and Evaluation Expenditure – Jerusalen
Other assets – Jerusalen
Assets classified as held for sale
Liabilities classified as held for sale
Provision for closure and restoration: Zaruma & Portovelo1
Liabilities classified as held for sale
Net Liabilities classified as held for sale
Profit from discontinued operations
Zaruma mine & Portovelo plant (Ecuador)
Coriorcco and Las Antas
Jerusalen
Profit from discontinued operations
There was no tax on discontinuing operations.
A summary of the material terms is as follows:
Zaruma mine & Portovel plant (Ecuador)
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
-
-
-
-
-
-
-
872
136
16
1,024
(108)
(108)
916
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
(269)
-
417
148
1,557
563
-
2,120
On 26 July 2021, the Consolidated Group completed the sale of Zaruma mine and Portovelo process plant In
Ecuador for US$15.0 million pursuant to a Share Sale Agreement with Pelorus Minerals Limited.
Refer Note 8 for further details regarding the amount outstanding at 31 December 2023 of US $2.5 million.
Jerusalen
During the 31 December 2022 financial year the Company has agreed to divest its rights in the title to Jerusalen
project for US $700 thousand. An initial payment of 50% has been received as at 31 December 2022 with the
transaction completed during the 31 December 2023 financial year. A profit on sale of the asset of US $417
thousand was recognised in the current year.
62
TITAN MINERALS LTD | ANNUAL REPORT 2023 8. RECEIVABLES AND PREPAID EXPENSES
CURRENT
Other receivables
Share applications receivable1
Share applications receivable – related party2
Prepayments
Consideration receivable3
NON CURRENT
Other receivables4
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
523
403
156
-
2,500
3,582
2,986
2,986
637
-
-
105
2,900
3,642
2,397
2,397
The Group does not hold any trade receivables as at 31 December 2023 (2022: nil). None of the recivables
disclosed above are past due or impaired, other than as described below.
1. Share applications receivable relate to funds raised under the Entitlement Offer that are receivable as at
31 December 2023. Funds relating to this capital raising were received subsequent to year end.
2. As at 31 December 2023, the following amounts relating to the Entitlement Offer were receivable from
Directors:
Peter Cook
Matthew Carr
Barry Bourne
US$50,884
US$ 95,877
US$ 9,012
3. As described in Note 7, On 26 July 2021, the Consolidated Group completed the sale of Zaruma mine and
Portovelo process plant In Ecuador for US$15.0 million pursuant to a Share Sale Agreement with Pelorus
Minerals Limited.
On 18 October 2022, the Group entered into a revised payment plan for US $5.0 million as per the following:
y US$1.0 million received;
y US$2.0 million by end of October 2022; and
y US$2.0 million by end of 19 December 2022.
As at 18 October 2022, the amount outstanding was US$7.5 million, with the difference between the amount
outstanding and the revised settlement amount of US$2.5million impaired.
As at 31 December 2022, the consideration amount receivable was $2,900 thousand and past due.
On 30 March 2023, due to the failure of the other party to meet its obligations under the revised payment
plan, the Company issued a letter of default to Pelorus Minerals Limited nullifying the reduced settlement
agreement. As a result of the default notice, consideration of US$2.5 million and interest on delayed payments
of US$1.25 million was recognised during the period.
63
TITAN MINERALS LTD | ANNUAL REPORT 2023 During the year, the Company received US$2.9 million of the outstanding consideration, with the amount
receivable of US $2.5 million as at 31 December 2023.
Consideration receivable movement
Opening at the beginning of the period
Default notice – recognition of consideration receivable
Default notice – recognition of default interest
Receipts – consideration received during the period
Provision for impairment – default interest
Closing at the end of the period
31 December 2023
US $000’s
2,900
2,500
1,256
(2,900)
(1,256)
2,500
While the Directors are confident in the recoverability of the US$2.5 million consideration, there is uncertainty
in the recoverability of the US$1.25 million of interest. As a result, it has recognised a provision for non-
recoverability for the total interest amount.
The Company notes that it retains its security over the Zaruma mine and Portovelo Plant.
4. Other receivables (non-current) relate to VAT recoverable from foreign taxation authorities. The
recoverability of this VAT is based on the commencement of mining operations and as such, have been
classified as non-current assets.
9. FINANCIAL ASSETS
Loans receivable
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
392
392
317
317
During the previous year the Company provided a loan to Arkham Metals Limited of US$301 thousand. Under
the terms of the loan, the interest is payable at 20% per annum (default rate of 22%) with a maturity of 27
August 2022. The loan receivable balance is past the due date, the directors are confident that the amount
will be recovered in the near future and hence not impaired,
64
TITAN MINERALS LTD | ANNUAL REPORT 2023 10. PROPERTY, PLANT & EQUIPMENT
Amounts denominated in
US $000’s
Cost:
Balance as at 31 December 2021
Additions
Balance as at 31 December 2022
Additions
Balance as at 31 December 2023
Accumulated Depreciation and Amortisation:
Balance as at 31 December 2021
Depreciation and amortisation
Balance as at 31 December 2022
Depreciation and amortisation
Balance as at 31 December 2023
Net Book Value
As at 31 December 2022
As at 31 December 2023
Plant and Equipment
US $000’s
217
126
343
62
405
(46)
(62)
(108)
(73)
(181)
235
224
Total
217
126
343
62
405
(46)
(62)
(108)
(73)
(181)
235
224
11. EXPLORATION AND EVALUATION EXPENDITURE EXPLORATION AND
EVALUATION EXPENDITURE
Capitalised exploration and evaluation expenditure
Consolidated
31-Dec-23
US $000’s
42,979
31-Dec-22
US $000’s
35,477
Reconciliation of the carrying amounts of exploration and evaluation assets at the beginning and end of the
current financial year:
Carrying amount at the beginning of the year
- additions
- transferred to assets classified as held for sale
- impairment
Carrying amount at the end of the year
35,477
7,703
(201)
42,979
28,133
7,480
(136)
-
35,477
65
TITAN MINERALS LTD | ANNUAL REPORT 2023
12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
CURRENT
Trade payable
Government payable – IVA, Taxes, Royalty, Concessions
Other payables
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
3,061
161
-
3,222
1,505
755
512
2,772
Certain trade payables in Ecuador are on deferred payment terms with payment plans agreed between the
Company’s subsidiaries and a number of suppliers. Other than the above, creditors are typically settled within
standard credit terms of 45 days.
13. LOANS PAYABLE
CURRENT
Sophisticated and professional investors loan – August 2021
NON-CURRENT
Sophisticated and professional investor loan – July 2023
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
1,026
1,026
1,265
1,265
1,016
1,016
-
-
Sophisticated and professional investors – August 2021
In August 2021, the Group entered into an unsecured debt facility with a group of sophisticated and professional
investors.
The material terms of the debt facility are:
Amount: AUD $1,500,000
Repayment date: 31 December 2023 (extended to 1 July 2024)
Interest: 15% per annum
Facility establishment fee: 5%
66
TITAN MINERALS LTD | ANNUAL REPORT 2023 Sophisticated and professional investor – July 2023
In July 2023, the Group entered into an unsecured debt facility with a group of sophisticated and professional
investors.
The material terms of the debt facility are:
Amount: AUD $1,850,000
Repayment date: 31 December 2026
Interest: 15% per annum
Finance costs:
Sophisticated and professional investors
During the 31 December 2023 financial year, A$355 thousand (US$236 thousand) of interest was accrued in
relation to the loans from sophisticated and professional investors and recognised as finance costs
14. ISSUED CAPITAL
a) Issued capital reconciliation
Issued capital
Ordinary shares fully paid
Movements in shares on issue
Balance at 1 January 2022
Shares issued to suppliers in lieu of cash
Balance at 31 December 2022
Share placement
Shares issued to suppliers in lieu of cash
Exercise of options/performance rights
Entitlement offer1
Capital raising costs
31 December 2023
Number
US $000’s
1,691,269,394
177,090
1,409,720,582
1,552,653
1,411,273,235
100,000,000
15,666,410
5,500,000
158,829,749
-
170,383
80
170,463
3,238
415
292
3,132
(450)
Balance at 31 December 2023
1,691,269,394
177,090
1. As part of the issue under the entitlement offer as described in the Prospectus dated 29 November 2023, a total of 166,316,088 attaching
options and 83,158,119 bonus options were issued (refer below for details).
67
TITAN MINERALS LTD | ANNUAL REPORT 2023 Terms and conditions of contributed equity
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company,
to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts
paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a
meeting of the Company.
b) Shares under option – unlisted
Recipient
Number of
shares under
option
Exercise
Price
AUD $
Expiry
date
Directors, Management and Consultants
44,620,000
$0.0001
25 August 2024
Consultants options
Attaching options
5,000,000
$0.06
14 August 2026
166,316,088
$0.035
31 January 2025
Vested
50%
100%
100%
Bonus options
83,158,119
$0.07
31 January 2027
0%
As at 31 December 2023, there are 44,620,000 incentive options issued to Directors, Managements and
Consultants.
During the year, the Company issued the following:
5,000,000 options with an exercise price of $0.06 expiring 14 August 2026 for corporate advisory services;
166,316,088 attaching options pursuant to the entitlement offer described in the Company’s Prospectus
dated 29 November 2023, with an exercise price of $0.035 expiring 31 January 2025; and
83,159,119 Attaching options pursuant to the entitlement offer described in the Company’s Prospectus
dated 29 November 2023, with an exercise price of $0.07 expiring 31 January 2027. As described in the
Prospectus, each bonus option will only vest and become exercisable if the Eligible Shareholder exercises
two Attaching options on or before the Attaching Option expiry date.
Unquoted share options granted carry no rights to dividends and no voting rights and details of the movement
in unissued shares or interests under option as at the date of this report are:
Total number of options outstanding as at 1 January 2023
Share options issued
Share options exercised
Share options forfeited /expired
Total number of options outstanding as at 31 December 2023
Number of Options
(Unlisted)
81,120,000
254,474,207
(2,500,000)
(34,000,000)
299,094,207
68
TITAN MINERALS LTD | ANNUAL REPORT 2023
c) Performance Rights
During the year, Melanie Leighton was appointed as Chief Executive Officer. Ms Leighton was also issued
9,000,000 performance rights (further details in Note 24).
Since the issue of the performance rights, 3,000,000 of the performance rights vested and were exercised,
with 3,000,000 fully paid ordinary shares issued to Ms Leighton.
As at 31 December 2023, 6,000,000 performance rights remain on issue.
15. RESERVES
Share based payments reserve
Foreign currency translation reserve
Movements in Share based payments reserve
At the beginning of the financial year
Share based payments for the year
Share based payments reversals
Exercise of share based payments
Consolidated
31-Dec-23
US $000’s
31-Dec-22
US $000’s
22,517
1,996
24,513
21,495
1,359
(34)
(303)
22,517
21,495
1,658
23,153
21,404
91
-
-
21,495
The share based payments reserve is used to accumulate the fair value of share based payments issued,
including options and performance rights.
Movements in Foreign currency translation reserve
At the beginning of the financial year
Movement
1,658
338
1,996
713
945
1,658
The foreign currency translation reserve was used to record the exchange differences arising from the
translation of functional currencies to the presentation currency.
69
TITAN MINERALS LTD | ANNUAL REPORT 2023 16. EARNINGS PER SHARE
Basic and diluted loss per share from continuing operations
Loss from Continuing Operations Attributable to Equity Holders of Titan
Minerals Ltd
Weighted average number of ordinary shares used in the calculation
of basic EPS
Potential ordinary shares not considered to be dilutive at year end
Basic and diluted earnings per share from discontinued operations
Profit / (Loss) from Discontinued Operations Attributable to Equity
Holders of Titan Minerals Ltd
Consolidated
31-Dec-23
Cents
(0.11)
31-Dec-22
Cents
(0.15)
US $000’s
US $000’s
(1,589)
No.
(2,065)
No.
1,462,575,656
1,410,285,450
-
Cents
0.01
-
Cents
0.15
US $000’s
US $000’s
148
No.
2,120
No.
Weighted average number of ordinary shares used in the calculation
of basic EPS
1,462,575,656
1,410,285,450
Potential ordinary shares not considered to be dilutive at year end
-
-
There were no potential ordinary shares considered to be dilutive at year end.
70
TITAN MINERALS LTD | ANNUAL REPORT 2023 17. SUBSIDIARIES
Name of entity
Mundo Minerals USA Inc
Compañía
Austrandina S.A.C
Minera
Compañía Minera Santa
Raquel S.A.C
Country of
incorporation
Ownership
interest
2023
Ownership
interest
2022
Principal Activity
USA
Peru
Peru
100%
100%
100%
100%
Administrative holding company
Administrative holding company
100%
100%
Administrative holding company
Andina Resources Limited
Australia
Mantle Mining S.A.C
Porphyry Assets S.A.C
Helles Mining Corp
Mooro Mining Inc.
Black Flag Minerals Inc.
Peru
Peru
Ecuador
Ecuador
Ecuador
Cloudstreet
Corp.
International
Ecuador
100%
100%
100%
100%
100%
100%
-1
100%
100%
100%
100%
100%
100%
100%
Titan Minerals S.A.S.
Ecuador
100%
100%
Administrative holding company
Administrative holding company
Administrative holding company
Mineral concession holder
Mineral concession holder
Mineral concession holder
Mineral concession holder
Operating company for exploration
services
NEK Development Corp.
Panama
100%
100%
Mineral concession holder
1. This entity was sold as part of the sale of Jerusalen described in Note 7
18. CONTINGENCIES AND COMMITMENTS
The Company is currently disputing Canadian legal costs of approximately CAD $0.46 million. The Company
does not consider the amount payable.
During the year, Silverstream SECZ has commenced proceedings against Titan Minerals Limited with regard
to a royalty agreement relating to exploration concessions in Peru. Titan considers the claim to be without
merit.
The Group has no other significant commitments or contingent liabilities as at 31 December 2023 (2022: nil).
71
TITAN MINERALS LTD | ANNUAL REPORT 2023 19. NOTES TO THE CASH FLOW STATEMENT
a) Reconciliation of cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and in banks
and investments in money markets instruments. Cash and cash equivalents at the end of the financial year as
shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:
Cash at bank and deposits at call
(b) Reconciliation of loss for the year to net cash flows
used in operating activities
Profit / (Loss) for the year
Adjustments for:
Depreciation and amortisation of non-current assets
Share based payments
Foreign exchange
Finance costs
Impairment
Other income
Gain/Loss on extinguishment of liabilities
Fair value movement of financial assets
Gain on disposal of subsidiaries
(Increase)/decrease in assets:
Consolidated
31-Dec-23
US $000’s
1,941
1,941
(1,441)
74
1,260
75
315
1,458
(3,850)
-
-
-
Trade and other receivables, prepaid expenses and long-term assets
(1,070)
Inventories
Increase/(decrease) in liabilities:
Trade and other payables
Current tax liability
Net cash used in operating activities
-
57
-
(3,122)
c) Non-cash financing and investing activities
During the year, a total of US $272 thousand of trade and other payables was settled in equity.
There were no other non-cash financing activities.
31-Dec-22
US $000’s
671
671
55
62
71
(330)
163
2,500
(1,867)
99
(2,024)
4,950
(178)
(4,954)
(1,319)
(2,772)
72
TITAN MINERALS LTD | ANNUAL REPORT 2023 20. EVENTS AFTER THE REPORTING PERIOD
On 21 March 2024, the Company announced the completion of the placement of the shortfall totalling A$2.85m
under the Entitlement Offer under its prospectus dated 29 November 2023 in respect of an accelerated non-
renounceable entitlement offer. The Company also received firm commitments for an additional $A0.55m of
shares under the same terms and conditions as described in the prospectus.
There have not been any other matters or circumstances that have arisen since the end of the financial year,
that have significantly affected or may significantly affect, the operations of the Group, the results of the
operations, or the state of the affairs of the Group in the future financial years.
21. KEY MANAGEMENT PERSONNEL
Remuneration of key management personnel
Short term employee benefits
Post-employment benefits
Share based payments
Termination benefits
31-Dec-23
US $000’s
31-Dec-22
US $000’s
466
17
866
-
1,349
515
-
301
97
913
The disclosure above represents the full financial years ending 31 December 2023 and 31 December 2022 for
the key management personnel of Titan Minerals Limited.
Refer to the Remuneration Report on pages 14 to 17 of the Directors Report for further details.
22. RELATED PARTY TRANSACTIONS
a) Subsidiaries
The ultimate parent entity of the group is Titan Minerals Limited. Details of the ownership of ordinary
shares held in subsidiaries are disclosed in Note 17 to the Consolidated Financial Statements. Balances and
transactions between the Company and its subsidiaries, which are related parties of the Company, have been
eliminated on consolidation and are not disclosed in the Note. Details of transactions between the Group and
other related parties, if any, are disclosed below.
Transactions and balances between the Company and its subsidiaries were eliminated in the preparation of
consolidated financial statements of the Group.
73
TITAN MINERALS LTD | ANNUAL REPORT 2023 b) Parent entity
The ultimate parent entity of the Group is Titan Minerals Limited.
The Statement of Comprehensive Income and Financial position on the parent entity are summarised below:
Statement of Financial Position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Issued capital
Reserves
Accumulated losses
Shareholder Equity
Statement of Comprehensive Income
Loss after tax
Total comprehensive loss
c) Expenditure commitments by the parent entity:
Not longer than 1 year
Longer than 1 year and not longer than 5 years
Parent
31-Dec-23
US $000’s
31-Dec-22
US $000’s
5,086
597
5,683
2,467
19,877
22,344
(16,661)
188,516
9,510
(214,687)
(16,661)
Parent
31-Dec-23
US $000’s
(7,558)
(7,558)
706
416
1,122
2,295
15,433
17,728
(16,606)
181,890
8,531
(207,027)
(16,606)
31-Dec-22
US $000’s
(9,125)
(9,125)
-
-
-
-
-
-
There are no material guarantees by the Parent Company to its subsidiaries.
There are no subsequent events, contingencies or commitments relevant to the Parent Company other than
as disclosed in this financial report.
d) Other transactions
Director Matthew Carr was previously appointed as a director of Arkham Metals Limited (parent of Pelorus
Minerals Pty Ltd) as per the terms of the Zaruma transaction (refer Note 7). Mr Carr will remain as a director on
Arkham Metals Limited until it has completed its obligations to Titan Minerals Limited. Refer Note 7 and Note
9 for transactions during the year between Titan Minerals Limited and Arkham Metals Limited.
74
TITAN MINERALS LTD | ANNUAL REPORT 2023 23. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the financial performance of the Group. The Group uses different
methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis
in the case of interest rate, price and foreign exchange risks and ageing analysis for credit and liquidity risk.
Risk management is carried out by senior management under direction of the Board of Directors. The Board
provides principles for overall risk management, as well as policies covering specific areas. The consolidated
entity is not materially exposed to changes in interest rates in its activities.
The material financial instruments to which the Group has exposure include:
i. Cash and short-term deposits;
ii. Trade and other receivables;
iii. Financial assets
iv. Accounts payable
v. Borrowings
The carrying values of these financial instruments approximate their fair values. The carrying values of the
Group’s financial instruments are as follows:
Financial Assets
Cash and Cash Equivalents
Receivables1
Financial assets
Total Financial Assets
Financial Liabilities
Trade and other payables
Borrowings
Total Financial Liabilities
Net headroom
1. Excludes VAT receivable of $2,986 thousand (2022: $2,397 thousand).
31-Dec-23
US $000’s
31-Dec-22
US $000’s
1,941
3,582
392
5,915
3,222
2,291
5,513
402
671
3,537
317
4,525
2,772
1,016
3,788
737
75
TITAN MINERALS LTD | ANNUAL REPORT 2023
The table reflects the undiscounted contractual settlement terms for financial instruments of a fixed period
of maturity as well as management’s expectations of settlement period for all other financial instruments.
Receivables maturing as follows:
Less than 6 months
6 months to 1 year
Later than 1 year but not longer than 5 years
Over 5 years
Trade and other payables maturing as follows:
Less than 6 months
6 months to 1 year
Later than 1 year but not longer than 5 years
Over 5 years
Borrowings maturing as follows:
Less than 6 months
6 months to 1 year
Later than 1 year but not longer than 5 years
Over 5 years
a) Market Risk
Foreign Exchange Risk
31-Dec-23
US $000’s
31-Dec-22
US $000’s
3,582
3,537
-
-
-
3,582
3,222
-
-
-
3,222
1,026
-
1,265
-
2,291
-
-
-
3,537
2,772
-
-
-
2,772
1,016
-
-
-
1,016
The Group operates internationally and is exposed to foreign exchange risk arising primarily from its parent
company operating in Australian dollars and raising equity on the ASX in Australian dollars while its principal
operations are all denominated in US dollars.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the entity’s functional currency of US dollars.
The carrying amounts of the Group’s foreign currency denominated assets and monetary liabilities at the end
of the reporting year are as follows:
Assets
Liabilities
31-Dec-23
31-Dec-22
31-Dec-23
31-Dec-22
US$ 000’s
US$ 000’s
US$ 000’s
US$ 000’s
Australian dollars (AUD)
Canadian dollars (CAD)
5,086
-
272
-
(3,330)
(387)
(1,546)
(394)
76
TITAN MINERALS LTD | ANNUAL REPORT 2023
Interest Rate Risk
All the consolidated entity’s financial instruments that are exposed to interest rate risk are either non-interest
bearing, bear interest at commercial interest rates or at fixed rates. The weighted average interest rate on
cash and short-term deposits at 31 December 2023 was 1.3% (31 December 2022: 0.3%). All trade and other
receivables, other financial assets and trade payables are non-interest bearing.
Interest bearing liabilities include short term loans. The interest rate on short term loans payable is currently
15.0% (2022:15%), refer Note 13. A change in interest rate on short term loans of +/- 1.0% would result in an
increase (decrease) in interest expenses of US $22 thousand.
b) Credit Risk
Financial instruments, which potentially subject the consolidated entity to credit risk, consist primarily of cash
and short-term deposits. Credit risk on cash, short term deposits and trade receivables is largely minimised
by dealing with companies with acceptable credit ratings.
The group is exposed to credit risk with regard to the consideration receivable from the Zaruma/Portovelo
sale totalling US$2.5 million. Titan has assessed the credit risk of the purchaser and concluded that there is
no impairment of the receivable as at 31 December 2023 except for as disclosed in Note 8.
The consolidated entity has no reason to believe credit losses will arise from any of the above financial
instruments. However, the maximum amount of loss, which may possibly be realised, is the carrying amount
of the financial instrument.
Cash in Australia is held with National Australia Bank Limited which is an appropriate financial institution
with an external credit rating of A+. Cash in Ecuador is held with Banco Pichincha Quito Ecuador which is an
appropriate financial institution with an external credit rating of B-.
c) Liquidity Risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities. Management monitors the rolling forecasts of
the Group’s cash and fair value assets based on expected cash flows. This is generally carried out at a local
level in the operating companies of the Group in accordance with the practise and limits set by the Group.
d) Capital Risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern, so that the Group can continue to maintain a suitable capital structure and fulfil the objectives of
the Group.
77
TITAN MINERALS LTD | ANNUAL REPORT 2023 24. SHARE-BASED PAYMENTS
Share based payment securities
Options
Performance Rights
Movements in options
Balance at the beginning of the year
Issued during the year
Exercised during the year
Balance at the end of the year
Movements in performance rights
Balance at the beginning of the year
Issued during the year
Exercised during the year
Balance at the end of the year
Options
31 December 2023
Number
60,849,510
6,000,000
66,849,510
47,120,000
16,229,510
(2,500,000)
60,849,510
-
9,000,000
(3,000,000)
6,000,000
During the year, the Company issued the following options as share based payments:
5,000,000 options with an exercise price of $0.06 expiring 14 August 2026 for corporate advisory services.
A total of USD $101 thousand as an expense;
As described in the Company’s Prospectus dated 29 November 2023, the lead manager could elect to
receive securities in lieu of cash fees under the same terms of the entitlement offer. As a result of this
election, the lead manager received 7,486,339 attaching options and 3,743,171 bonus options. The options
issued have been recognised as a capital raising cost totalling USD $70 thousand.
The options issued were valued using the below inputs:
Option category
Valuation model
Grant date
Expiry date
Exercise price
Share price at grant date
Estimated volatility
Risk-free interest rate
Fair value (AUD):
Corporate Advisory
Lead manager – Attaching
Lead manager – Bonus
Black-Scholes
Black-Scholes
Black-Scholes
1 July 2023
22 December 2023
22 December 2023
14 August 2026
31 January 2025
31 January 2027
$0.035
$0.028
91%
3.74%
$0.0087
$0.07
$0.028
91%
3.74%
$0.0113
$0.06
$0.05
91%
3.86%
$0.0306
78
TITAN MINERALS LTD | ANNUAL REPORT 2023 Performance Rights
During the year, Melanie Leighton was appointed as Chief Executive Officer with fixed annual remuneration
of AUD $240,000 (exclusive of superannuation). Ms Leighton was also issued 9,000,000 performance rights
as follows:
Vesting
category
Vesting
Condition
Tranche 1
Tranche 1 will vest upon the Company announcing on the
ASX platform a minimum 2,000,000 ounces of gold (Au) or
gold equivalent (in accordance with clause 50 of the JORC
code) at the Dynasty Gold Project in Ecuador.
Performance
Rights
Expiry Date
3,000,000
11 January 2026
Tranche 2
Tranche 2 will vest upon the VWAP of shares being at least
$0.15 for 10 consecutive trading day
3,000,000
11 January 2026
Tranche 3
Tranche 3 will vest upon the executive remaining employed
with the Company for 3 years from the commencement
date.
3,000,000
11 January 2026
The Tranche 1 and 3 performance right vesting conditions are non-market conditions, therefore the valuation
of those performance rights are based on the share price at the date of grant (AUD $0.07 per share).
The Tranche 2 performance rights were valued using the below inputs:
Vesting Category
Valuation model
Grant date
Expiry date
Estimated volatility
Risk-free interest rate
Fair value (AUD):
Tranche 2
Hoadleys Hybrid ESO Model
11 January 2023
11 January 2026
91%
3.27%
$0.0427
79
TITAN MINERALS LTD | ANNUAL REPORT 2023 Expenses Arising from Share-based Payment Transactions
Total expenses arising from share-based payment transactions recognised during the year were as follows:
Options / Performance rights
Shares
Cancellation of Incentive options
Total share-based payments expense
Share based payments recognised as capital raising costs
Impact of foreign exchange translation
Total share based payments impact on the share based payment
reserve
25. REMUNERATION OF AUDITORS
Auditor of the consolidated entity
Audit and review of the annual and half year financial report
Other auditors
Audit or review of the financial report
31-Dec-23
US $000’s
31-Dec-22
US $000’s
1,269
25
(34)
1,260
70
(5)
1,325
448
-
(377)
71
20
91
31-Dec-23
US $000’s
31-Dec-22
US $000’s
113
56
104
61
80
TITAN MINERALS LTD | ANNUAL REPORT 2023 INDEPENDENT AUDIT REPORT
INDEPENDENT AUDIT REPORT
81
81
TITAN MINERALS LTD | ANNUAL REPORT 2023
TITAN MINERALS LTD | ANNUAL REPORT 2023 82
82
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83
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84
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85
TITAN MINERALS LTD | ANNUAL REPORT 2023
TITAN MINERALS LTD | ANNUAL REPORT 2023 AUDITOR’S INDEPENDENCE DECLARATION
86
TITAN MINERALS LTD | ANNUAL REPORT 2023 ADDITIONAL INFORMATION
VOTING RIGHTS
For all ordinary shares, voting rights are one vote per member on a show of hands and one vote per share in a poll.
There are no current on market buy back arrangements for the Company.
CANADIAN SHAREHOLDERS
The Company advises that is a designated foreign issuer as that term is defined in National Instrument 71-
102 – Continuous Disclosure and other Exemptions Relation to Foreign Issuers and it is subject to the foreign
regulatory requirements of the Australian Securities Exchange.
SHARE REGISTRY
The registers of shares and options of the Company are maintained by:
AUTOMIC SHARE REGISTRY
Level 2, 267 St Georges Terrace
Perth WA 6000
Telephone (within Australia): 1300 992 916 Telephone (outside Australia): +61 3 9315 23
REGISTERED OFFICE OF THE COMPANY
Suite 1, 295 Rokeby Road Subiaco Western Australia 6008
Tel: +61 (8) 6555 2950 Fax: +61 (8) 6166 0261
COMPANY SECRETARY
The name of the Company Secretary is Zane Lewis.
TAXATION STATUS
Titan Minerals Limited is taxed as a public company.
87
TITAN MINERALS LTD | ANNUAL REPORT 2023 HOLDING RANGES AND UNMARKETABLE PARCELS
Security class
As at date
Price per security
:
:
:
TTM - ORDINARY FULLY PAID SHARES
24-Apr-2024
$0.0320
Holding Ranges
Holders
Total Units
% Issued Share Capital
above 0 up to and including 1.0
above 1,000 up to and including
above 5,000 up to and including
above 10,000 up to and includi
above 100,000
Totals
157
237
306
1,145
808
2,653
15,712
844,062
2,481,130
46,491,412
1,759,514,686
1,809,347,002
0.00%
0.05%
0.14%
2.57%
97.25%
100.00%
Based on the price per security, number of holders with an unmarketable holding: 882, with total 5,735,779, amounting to 0.32% of Issued
Capital
Security class
As at date
Display top
:
:
:
Position
Holder Name
TTM - ORDINARY FULLY PAID SHARES
25-Apr-2024
20
1
2
3
4
5
6
7
8
9
10
11
12
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