2024
Annual
Report
Talga is built on the
innovation of our people.
Martin Phillips (CEO, Talga Group)
with Dr. Dimitri Kusnezov (Under
Secretary for Science & Technology
at the US Department of Homeland
Security) at Talga’s EVA Plant in Luleå,
northern Sweden.
Talga Group Ltd and controlled entities
ABN 32 138 405 419
Contents
4
Corporate directory
76
Consolidated statement of changes in equity
6
Letter from the Managing Director
77
Consolidated statement of cash flows
7
Letter from the Chair
78
Notes to the consolidated financial statements
8
Letter from the Group CEO
114
Consolidated entity disclosure statement
10
Directors’ report
115
Directors’ declaration
53
Auditor’s independence declaration
116
Independent Auditor’s report
54
Sustainability and people
121
Additional shareholder information
74
Consolidated statement of profit or loss
and other comprehensive income
125
Corporate governance statement
75
Consolidated statement of financial position
135
Schedule of mineral tenements
Corporate
directory
Directors
Terry Stinson (Non-Executive Chair)
Mark Thompson (Managing Director)
Grant Mooney (Non-Executive Director)
Stephen Lowe (Non-Executive Director)
Ola Rinnan (Non-Executive Director)
Company Secretary
Dean Scarparolo
Registered office and principal
place of business
Suite 3.03, Level 3
46 Colin Street
West Perth WA 6005
Phone: 08 9481 6667
Email and website
Email: info@talgagroup.com
Website: www.talgagroup.com
ABN
32 138 405 419
Securities exchange listing
Talga Group Ltd is listed on the ASX
Home Exchange: Perth
ASX Code: TLG (Shares)
Share registry
Automic Registry Services
GPO Box 5193
Sydney NSW 2001
Phone: 1300 288 664
Auditors
Ernst & Young
11 Mounts Bay Rd
Perth WA
4
Annual Report 2024
5
Annual Report 2024
Letter from the
Managing Director
Mark Thompson
Managing Director
Dear Shareholders,
It’s with a great deal of pride that I look back on the team’s
accomplishments of the past year, amidst significant
challenges from markets and external factors.
Talga’s core strengths – exceptional assets, talented
individuals and cutting-edge technology – are foundational
to our long-lasting potential and value. The process to realise
shareholder value from these core strengths is well underway.
We continue to see global growth in the use of lithium-ion
batteries, with demand being driven by applications across
almost all forms of mobility and stationary storage. While
the data is so often reduced down to a number on a chart,
it represents something far more exciting: the entire globe
is embracing lithium-ion battery technology at a rapid
and positive rate. What’s even more exciting is all of this
technology is enabled by graphite anode material.
This global shift is being accelerated by the ambitious
decarbonisation strategies of major economies. The EU’s
Net-Zero Industry Act and Critical Raw Materials Act have
legislated targets for domestic production of graphite anode
and graphite extraction, as well as recycling. The US Inflation
Reduction Act has led to a boom of green jobs across a wide
number of industries, and the International Energy Agency
has reported global spending on clean energy technologies
and infrastructure is on track to hit US$2 trillion in 2024,
almost double the amount being spent on fossil fuels.
We have made tangible progress in the development of our
Swedish battery anode project during the year and continue
delivering pre-FID activities as we step through outstanding
catalysts. In addition, we are making significant strides with
commercialisation of Talnode®-Si and Talnode®-C Recycled
Series anode products. By simultaneously developing
these assets, we leverage opportunities presented by the
convergence of global electrification, supply-chain geopolitics
and emission legislation.
The green industrial shift is only just beginning, and Talga is in
a fantastic position to be a global leader and to deliver on our
mission of enabling the world’s most sustainable batteries and
consumer products through innovative graphitic materials.
6
Annual Report 2024
Dear Shareholders,
On behalf of the Talga Group Board of Directors I am pleased
to present our annual report for FY24.
In the past financial year advancements have continued in
project development, partnerships and product development,
product diversification as well as mineral development.
Talga has become not only a European first mover in natural
graphite anode, but also an industry leader in development of
next generation battery materials for primarily anode and also
cathode applications. Our advanced products combined with
robust economics and world-class ESG attributes put Talga
in a strong position to capture battery material opportunities
driven primarily by the growing electric vehicle markets in
Europe and the USA.
The successful capital raising activities during the year,
including the recent upsized and oversubscribed prospectus
offer to shareholders, have provided a financial foundation as
we progress with Vittangi Anode Project pre-FID development
and advance our expansion and non-core asset strategies.
We are also pleased to provide Loyalty Options to eligible
shareholders in acknowledgement of their support
throughout Talga’s journey to date and the more recent
market volatility.
I would like to thank our Board, Management and employees
for their hard work and dedication during the past 12
months. I also thank all shareholders for their ongoing
steadfast support.
Terry Stinson
Non-Executive Chair
Letter from the Chair
Talga has become not only a
European first mover in natural
graphite anode, but also an industry
leader in development of next
generation battery materials
7
Annual Report 2024
Letter from the Group CEO
Dear Shareholders,
Over the past 12 months the dedicated Talga team has
achieved many important milestones in the development of
the Vittangi Anode Project. With these achievements, we are
now well positioned for project execution.
We completed initial groundworks on the fully permitted
Luleå Anode Refinery site and front-end engineering design
for the refinery and mine, reducing refinery building footprint
and energy use across the entire project. Concurrently, we
advanced scoping studies into expansion of the refinery
output and delivered an interim mining study showing
potential significantly beyond the production plan for the
initial stage of the project.
We firmed our financing strategy, with the project supported
by a strategic banking consortium finalised for project debt
funding, including cornerstone from European Investment
Bank of €150 million. This places the Company in a strong
position to take Final Investment Decision following
resolution of the mine permit review process and completion
of customer offtakes for Talnode®-C.
Production of Talnode®-C is underpinned by our impressive
graphite mineral deposits, which include Vittangi, the largest
and highest grade graphite project in Europe. Exploration and
mineral asset development is a key activity, underpinning the
future growth plans for Talga’s vertically integrated mine-to-
anode business and battery metal assets.
During the period we completed a revision of the Vittangi
Graphite Mineral Resource Estimate, and conducted
exploration to increase the Vittangi Graphite Exploration
Target. We also made headway in development of non-core
assets, having entered into an Earn-In Agreement with
world-leading lithium miner SQM for the development of the
Aero Lithium Project.
We have made significant progress in commercialisation of
our broader battery materials portfolio, including continued
pilot line production and customer testing of Talnode®-Si
and early stage development of Talnode®-C Recycled Series.
Both these products show strong potential, and we are proud
to have partnered with major industrial actors to further
develop these.
The past year’s achievements were made possible by
a very capable team, which has a range of skills across
exploration and mining, material science, battery science,
quality assurance, project management, manufacturing and
operations and environmental sciences.
Martin Phillips
Group CEO
We also made some key appointments at the governance
and Executive level. Eva Nordmark, the former Swedish
Minister of Employment and Gender Equality, was appointed
Chair of Talga AB. Dr Anna Motta has also been appointed
as Chief Technology Officer and Per-Inge Kruse has joined
Talga as Group Director of Business Development and
Strategic Alliances.
The global lithium-ion battery industry, which is enabled by
graphite anode, has experienced impressive growth over
the last 12 months. Across all electric vehicle classes, the
forecast 2024 global sales figures are 16.8 million. This is a
21% increase on the reported sales figures for 2023. This
expansion is complemented by strong growth in stationary
storage, where BloombergNEF has predicted that in 2024
more than 100 gigawatt-hours of capacity will be added for
the first time.
This growth presents an exciting future for Talga. On
behalf of the Talga Executive team, I would like to thank all
shareholders for your support and the Talga team for the
progress made over the past year.
8
Annual Report 2024
BloombergNEF has
predicted that in
2024 more than 100
gigawatt-hours of
capacity will be added
for the first time
9
Annual Report 2024
Directors’ report
10
Annual Report 2024
Board of Directors
Directors
Position
Date of appointment
Terry Stinson
Non-Executive Chair
8 February 2017
Mark Thompson
Managing Director
21 July 2009
Grant Mooney
Non-Executive Director
20 February 2014
Stephen Lowe
Non-Executive Director
17 December 2015
Ola Rinnan
Non-Executive Director
7 August 2017
The following persons were Directors of Talga Group Ltd during the financial year and up to the date of this report:
11
Annual Report 2024
Information on Directors
Terry Stinson
Non-Executive Chair
Mark Thompson
Managing Director
Date of appointment
8 February 2017
21 July 2009
Mr Stinson has over 35 years’
Executive and Non-Executive
Director experience, working for
global innovation companies across
a range of industry segments, along
with a proven track record of forming
and leading international business
collaborations and joint ventures.
Formerly the CEO and Managing
Director of Orbital Corporation, VP
for Global Fuel Systems at Siemens
AG, CEO and Managing Director of
Synerject and VP of Manufacturing
Outboard Marine Corporation, Mr
Stinson is currently the Non-Executive
Chair of Carnegie Clean Energy
Limited (appointed 19 October 2018),
Non-Executive Chair of Engentus Pty
Ltd (appointed May 2021) and
Non-Executive Director of Aurora Labs
Limited (appointed 27 February 2020).
Mr Thompson brings a wealth of
experience in the geoscience and
material technology industries, with a
strong background in public company
leadership and capital markets.
Mr Thompson is the founder of Talga,
founded and served on the Board of
ASX-listed Catalyst Metals Ltd and
is a Non-Executive Director of
Accelerate Resources Ltd (appointed
29 April 2024).
He is a Member of the Australian
Institute of Geoscientists, the Society
of Economic Geologists, and the
Society of Vertebrate Palaeontology.
Interests in shares
207,372
14,412,174
Interests in convertible securities
600,000
4,000,000
12
Annual Report 2024
Grant Mooney
Non-Executive Director
Stephen Lowe
Non-Executive Director
Ola Rinnan
Non-Executive Director
20 February 2014
17 December 2015
7 August 2017
Mr Mooney has a background in
corporate advisory with extensive
experience in equity capital markets,
corporate governance and M&A
transactions along with a wealth of
experience in resources and technology
markets. He is a member of the Institute
of Chartered Accountants in Australia.
Mr Mooney is a Non-Executive
Director of several ASX-listed
companies including Carnegie Clean
Energy Limited (appointed
19 February 2008), Aurora Labs
Limited (appointed 25 March 2020),
Riedel Resources Ltd (appointed
31 October 2018), Accelerate
Resources Limited (appointed 1 July
2017), Gibb River Diamonds Limited
(appointed 14 October 2008) and
CGN Resources Limited (Appointed
1 July 2023). He is a former
Non-Executive Director of Greenstone
Resources Limited (29 November
2002 to 19 August 2022) and SRJ
Technologies Limited (2 June 2020
to 17 January 2023).
Mr Lowe has a background in business
management with over 20 years’
experience consulting to a range of
corporate and high wealth clients.
Mr Lowe was the Group Manager for
the Creasy Group for 12 years before
retiring in August 2019.
Mr Lowe is also an experienced public
company Director, being the former
Chair of Sirius Resources NL and former
Non-Executive Director of Belararox
Ltd (1 July 2021 to 29 April 2022),
Coziron Resources Ltd and Windward
Resources Ltd. Mr Lowe holds a
Bachelor of Business (Accounting) and
a Masters of Taxation from the UNSW.
Mr Rinnan has extensive
commercialisation and leadership
experience across the energy,
banking and finance sectors and
has held numerous board positions
for European listed companies and
financial institutions including
Non-Executive Directorships in
Smedvig group companies and
DFCU Bank (representing the largest
shareholder Norfund).
Formerly the Chairman of Avinor AS,
CEO at Eidsiva Energi AS, CEO at
Norgeskreditt AS and CFO for Moelven
Industrier AS, Mr Rinnan is currently
the Chairman of Nordavind DC Sites
AS, Kilde AS, Espern AS, B1 Holding AS,
and Stange Eiendomsforvaltnig KS. Mr
Rinnan holds a Bachelor in Economics
and a Masters in Construction and
Materials Technology.
Nil
2,107,273
Nil
500,000
500,000
500,000
13
Annual Report 2024
Information on company secretary
Dean Scarparolo
Appointed 5 February 2015
Mr Scarparolo is a member of CPA Australia and has a wealth of experience
developing and managing the finance departments of ASX-listed companies within
the resources sector. Mr Scarparolo is also the Financial Controller for the Group.
Corporate structure
Talga Group Ltd is a company limited by shares incorporated and domiciled in Australia. Talga Group Ltd has a 100% interest
in Talga Mining Pty Ltd, Talga Anode UK Limited and Talga Technologies Limited (both UK companies), and Talga Advanced
Materials GmbH (a German company). Talga Mining Pty Ltd has a 100% interest in Talga AB, Talga Battery Metals AB, Talga
Tech AB, Raita Graphite AB and Jalk Graphite AB (all Swedish companies).
14
Annual Report 2024
Principal activities and significant changes
in state of affairs
Talga is developing battery materials and technologies that
will supply products critical to global electrification and the
lithium-ion battery industry. The principal activities of the
Group during the financial year were:
— Advancement of Vittangi Anode Project pre-execution
milestones.
— Progression of financing and customer offtakes for the
Vittangi Anode Project.
— Development of next generation battery materials
including Talga’s recycled graphite anode product,
Talnode®-C Recycled Series, and silicon anode product,
Talnode®-Si.
— Exploration and development of Talga’s natural graphite
and lithium mineral deposits in Sweden.
During the year, significant changes in the state of affairs
of the Group were as follows:
— Appeals to the granted Nunasvaara South mine
environmental permit rejected, progression to Supreme
Court appeals review.
— Strengthened global leadership, with key appointments
to Executive team and Talga AB Board.
— Optimised Vittangi Anode Project through completion
of front-end engineering and design.
— Advanced anode production expansion plans and
scoping studies.
— Revised total Talga Graphite Mineral Resources to an
estimated 70.8Mt averaging 18.8%Cg.
— Partnered with leading lithium producer SQM to
explore Talga’s Aero Lithium Project.
15
Annual Report 2024
Review of operations
Vittangi Anode Project
The Vittangi Anode Project, Talga’s integrated
mine-to-anode project, advanced in its pre-production
phase, achieving multiple key milestones towards entering
next stages of execution and operation. Progression of
critical path activities were supported by a capital
initiative in the form of a share purchase plan which
raised A$15.0 million.
Advanced permitting
Talga’s environmental and building permits were
granted and are now in force for Luleå Anode Refinery.
The environmental permit was granted for the
Nunasvaara South Graphite mine. The Supreme
Court review process is currently underway, following
rejection of appeals by the Land and Environment
Court of Appeal.
Strong financial backing
Talga completed selection of strategic banking
consortium finalised for project debt funding, including
cornerstone from European Investment Bank of
€150
million
In addition, Talga secured a SEK210 million (~AU$31
million) environmental bond facility.
Optimised project design
Front-end engineering design was completed, reducing
refinery building footprint and energy use.
The study included a modest increase to CAPEX amid
inflationary macro environment.
Luleå Anode Refinery groundbreaking
Construction on the Refinery commenced in September
2023, with first phase of initial groundwork now complete.
The ceremony was attended by government
representatives including the Minister for Employment
and Integration, Mayor of Luleå, Governor of Norrbotten
County, as well as Talga customers, partners and staff.
16
Annual Report 2024
World leading emissions reduction
Life Cycle Assessment showed
92%
reduction in CO2 emissions compared to
incumbent imports.
Potential global expansion
Studies into underground mining plans showed
multiple potential pathways with reduced surface
impacts to produce up to approximately
425,000
tonnes per annum of anode precursor.
Further scoping studies encompassing downstream
anode refinery expansions and incorporation of Talga’s
proprietary graphite recycling technology are underway.
Qualification and ISO certification
ISO 45001
ISO 9001
ISO 14001
certifications secured for Talga’s pilot production and
R&D facilities in Germany, UK and Sweden.
Talga continued to engaged with large European cell
makers and OEMs in battery supply chain, including
customer audits and site visits of the EVA plant.
Talnode®-C samples have been qualified or are currently
in trials with dozens of customers in Europe and globally.
17
Annual Report 2024
Technology
Talga’s dedicated R&D team delivers development, testing
and optimising of Talnode® products at its facilities in
Cambridge, UK; Rudolstadt, Germany; and Luleå, Sweden.
This work is key to expanding Talga’s range of battery
materials and technologies to match customer roadmaps
for the future. The R&D work is supported by the Company’s
intellectual property strategy, including capture and
codification of Talga’s significant know-how and trade secret
knowledge, as well as securing formal IP rights for key Talga
products and processes.
During the year Talga progressed studies into the
development and commercialisation of next generation
battery products, including Talnode®-C Recycled Series and
Talnode®-Si.
Production Scrap
Graphite Coating
Metal Purification
Battery Production
Graphite
Purification
Used
Batteries
Black Mass
Talga technology
Anode recycling
process flow
Increasing circularity with recycling
Talga and Altilium Metals signed a joint development agreement to produce recycled
graphite anode from recovered lithium-ion battery black mass.
This is part of ongoing work into Talnode®-C Recycled Series commercialisation to support
expansion plans and complement Talnode®-C production from the Vittangi Anode Project.
18
Annual Report 2024
Intellectual Property
66
patents and patent applications across 16 active
patent families. Recent applications have been
submitted for purification processes relating to both
Talnode®-C and the Talnode®-C Recycled Series.
Advanced graphene materials
Talga progressed ongoing development of advanced
materials, functionalisation technology and process
innovations, with initial sales commencing for Talphene®
additive utilised in the mass production of high-volume
rubber products.
Polestar 0 project
Talga and Swedish EV marker Polestar entered into a
binding research agreement to develop anode material
for the Polestar 0 project.
The Polestar 0 project is a Polestar initiative to develop
a climate-neutral production car by
2030
1
Silicon anode commercialisation
The Talnode®-Si commercialisation strategy
progressed with expansion of the pilot line in
Rudolstadt, Germany, successfully producing larger-
scale silicon anode product for customer testing.
1
This climate-neutral target has been set by Polestar in relation to Polestar’s operations and activities only. It has not been adopted by Talga.
Talnode®-Si particles, captured by
scanning electron microscope at
Talga’s Battery Centre of Excellence
19
Annual Report 2024
Talga Group Executive changes
People
Talga Group made numerous appointments over the year to bolster the Company’s leadership as it executes on its Vittangi
Anode Project and advances expansion plans.
Martin Phillips appointed Group CEO
Mr Phillips is an experienced project manager, commercial manager and
company director with over 25 years of global metals and mining sector
experience. As Talga Group’s CEO, Mr Phillips oversees the establishment of
the company’s vertically integrated, low-emission battery and advanced material
production. This encompasses mine and production plant development in
northern Sweden, pilot processing operations in Germany and product R&D
in Cambridge, UK.
Per-Inge Kruse appointed Group Director of Business Development
& Strategic Alliances
Mr Kruse has more than 20 years of experience in sales, business development
and strategic alliances across the automotive and marine industries. Mr Kruse
is a former Executive Director of automotive design and development group
FEV’s Swedish subsidiary and Head of Business Development at transport and
energy engineering consultancy Ricardo’s Swedish subsidiary.
Anna Motta appointed Group CTO
Dr Motta is a chemist with over 20 years of expertise in carbon nanomaterials
and extensive experience in managing R&D programs. Dr Motta heads up
Talga’s technologies and advanced materials unit focusing on the development
of next generation products. Dr Motta is the former manager of several research
programs at Cambridge Graphene Centre with particular focus on industry
partnerships and technology transfer. Previous positions include science
and management roles at the National Research Centre of Finland and the
University of Cambridge.
20
Annual Report 2024
Through its ownership of the Vittangi Graphite Project and
Aero Lithium Project, Talga is strongly placed to serve the
critical need for sustainable raw materials for Europe’s
green transition.
Exploration and mineral asset development is a key activity,
underpinning the future growth plans for Talga’s vertically
integrated mine-to-anode business and battery metal assets.
Mineral exploration and development
Graphite and lithium are considered strategic raw materials
under the new Critical Raw Materials Act, one of several
favourable legislative developments supporting the EU’s
Green Deal objectives and the establishment of a European
battery value chain.
Aero Lithium Project partnership
with SQM
Lithium grades up to
1.95% Li2O
Large lithium-bearing pegmatites were identified at
Talga’s 100% owned Aero Lithium Project (formerly
Aitik East) in northern Sweden.
Talga signed an Earn-in Agreement with world leading
lithium miner and producer SQM to jointly explore and
develop the Aero Lithium Project. SQM can earn up to
70% interest in the Aero Lithium Project JV in stages for
total US$19.0m expenditure over the next seven years.
Nunasvaara South Resource Extension
The exploration team completed deep geophysical
survey to define strategic drilling targets to extend
the 11.1Mt Nunasvaara South resource and inform
development options such as early transition to
underground extraction.
Vittangi Graphite Project
35.0Mt averaging
23.8%Cg
Talga revised the Vittangi Graphite Project Global
Mineral Resource to 35.0Mt averaging 23.8%Cg, with
8.3Mt of contained graphite at a 12.5%Cg cut-off grade.
The JORC Exploration Target at Vittangi was boosted
to 240-350 million tonnes at 20–30% graphite
(excluding the current Mineral Resource of 35.0 million
tonnes at 23.8% graphite).
Note that the potential quantity and grade of the
Exploration Target is conceptual in nature, there has been
insufficient exploration to estimate a Mineral Resource
and it is uncertain if further exploration will result in the
estimation of a Mineral Resource.
Further exploration discovered wide graphite zones
in first drilling of 6km zone of EM conductors in
northeast of project.
21
Annual Report 2024
Future outlook and strategy
Over the coming financial year, the Group aims to deliver
key pre-execution milestones for the Vittangi Anode Project,
prior to the Board taking Final Investment Decision. These
include finalisation of key mine permit approvals and
completion of customer offtake agreements.
Subsequent events
Furthermore, the Company will continue to progress work
and studies towards Vittangi Anode Project expansion
options, as well as the Aero Lithium Project in partnership
with SQM. Through its R&D division, the Company will
proceed with commercialisation studies of other battery
materials including Talnode®-C Recycled Series and
Talnode®-Si.
Other than as disclosed below, there has not been any other
matter or circumstance occurring subsequent to the end
of the financial year that has significantly affected or may
significantly affect the operations of the Group, the results
of those operations, or the state of affairs of the Group in
future financial years.
— Appointment of Eva Nordmark as Chair of Talga AB
(ASX:TLG 2 July 2024). Ms Nordmark previously served
as the Swedish Minister of Employment and Gender
Equality. Before assuming her role as a Minister in two
consecutive cabinets, Ms Nordmark held the position of
President of the Swedish Confederation of Professional
Employees (TCO) and served as a member of the
Swedish Parliament.
— Completion of capital raising activities totalling
~$18 million (net of costs, ASX:TLG 29 July 2024 and
29 August 2024) to bolster Talga’s financial position
with proceeds to be used towards pre-execution
activities during final stages of Vittangi Anode Project
development and execution readiness ahead of Final
Investment Decision; progression of expansion studies;
progression of the SQM lithium JV; and general working
capital including project funding transaction costs.
— Launch of Loyalty Options Prospectus (ASX:TLG
2 September 2024) being a non-renounceable pro rata
bonus issue of unquoted options on the basis of one
option for every eight shares held on the Record Date
(6 September 2024). Options are exercisable up to
13 September 2025 at $0.55 per share.
22
Annual Report 2024
Mineral resources and ore reserve statement
This statement represents the Mineral Resources and Ore
Reserves (“MROR”) for Talga Group Ltd as at 30 June 2024.
This MROR statement has been compiled and reported in
accordance with the guidelines of the 2012 Edition of the
‘Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves’ (JORC Code).
This statement is to be reviewed and updated annually in
accordance with Section 15 of the JORC Code 2012. The
nominated annual review date for this MROR statement
is 30 June.
As at the Annual Review date of 30 June 2024, this MROR
Statement has been approved by the named Competent
Persons (see the Competent Persons Statement on
page 29).
Mineral Resources
Talga owns 100% of multiple mineral assets of graphite
(“Cg”), copper (“Cu”), cobalt (“Co”) and iron (“Fe”) in northern
Sweden. An overview of each of the assets in the Group’s
portfolio at 30 June 2024 is below in Table 1 and details of
each project’s Mineral Resource categories are set out in
Tables 2 to 6.
Project
Tonnes
Grade
Contained Mineral
Ore
(Mt)
Cg
(%)
Fe
(%)
Cu
(%)
Co
(%)
Cg
(Mt)
Fe
(Mt)
Cu
(t)
Co
(t)
Vittangi Graphite
35.0
23.8
-
-
-
8.3
-
-
-
Jalkunen Graphite
31.5
14.9
-
-
-
4.7
-
-
-
Raitajärvi Graphite
4.3
7.1
-
-
-
0.3
-
-
-
Total Graphite
70.8
18.8
-
-
-
13.3
-
-
-
Kiskama Copper-Cobalt
7.7
-
-
0.25
0.04
-
-
17,000
1,800
Total Copper-Cobalt
7.7
-
-
0.25
0.04
-
-
17,000
1,800
Vittangi Iron
50.6
-
29.1
-
-
-
14.7
-
-
Total Iron
50.6
-
29.1
-
-
-
14.7
-
-
Table 1
Talga 30 June 2024 Total Mineral Resources
Notes:
4. The graphite and iron resources are separate deposits but
sometimes occur within the same project area. The Kiskama
Copper-Cobalt Project is a separate deposit and project from
the graphite and iron projects.
5. Mineral quantities are contained mineral.
6. Mineral Resources are inclusive of Indicated and Inferred
Mineral Resource categories.
1. Details of each of the Indicated and Inferred Mineral Resource
categories are set out in tables 2 to 6.
2. All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
3. All projects are 100% Talga owned.
23
Annual Report 2024
Vittangi Graphite Project, northern Sweden (Talga owns 100%)
Table 2
Vittangi Graphite Project (Nunasvaara and Niska Deposits) – JORC (2012) Resources at 12.5%Cg cut-off
Note: Tonnes rounded to nearest thousand tonnes.
Deposit
JORC Resource Category
Tonnes
Grade Cg (%)
Nunasvaara South
Indicated
8,406,000
25.0
Inferred
2,737,000
24.5
Nunasvaara North
Indicated
4,138,000
27.6
Inferred
1,464,000
17.2
Nunasvaara East
Indicated
2,942,000
23.5
Inferred
1,466,000
23.0
Niska North
Indicated
7,503,000
23.3
Inferred
1,621,000
23.0
Niska Link
Indicated
974,000
17.5
Inferred
815,000
20.3
Niska South
Indicated
2,728,000
23.1
Inferred
225,000
19.7
Total
Indicated
26,691,000
24.3
Inferred
8,329,000
22.1
Total
35,020,000
23.8
The Nunasvaara graphite Mineral Resource Estimate was first disclosed on 28 February 2012
(ASX:TLG 28 February 2012), and last disclosed on 6th October 2023 in accordance with the
JORC Code 2012 (ASX:TLG 6 October 2023).
The Niska graphite Mineral Resource Estimate was first disclosed on 15 October 2019
(ASX:TLG 15 October 2019), and last disclosed on 6 October 2023 in accordance with the
JORC Code 2012 (ASX:TLG 6 October 2023).
The total for the Vittangi Graphite Project has decreased from the previous reporting period
due to a Mineral Resource update disclosed in October 2023 (ASX:TLG 6 October 2023).
24
Annual Report 2024
Jalkunen Graphite Project, northern Sweden (Talga owns 100%)
Table 3
Jalkunen Graphite Project – JORC (2012) Resource at 10%Cg cut-off
Note: Tonnes rounded to nearest hundred thousand tonnes.
The Jalkunen graphite Mineral Resource Estimate was first disclosed on 27 August 2015 in
accordance with the JORC Code 2012 (ASX:TLG 27 August 2015).
Deposit
JORC
Resource Category
Tonnes
Grade Cg (%)
Jalkunen
Inferred
31,500,000
14.9
Total
31,500,000
14.9
Note: Tonnes rounded to nearest hundred thousand tonnes.
The Raitajärvi graphite Mineral Resource Estimate was first disclosed on 26 August 2013
in accordance with the JORC Code 2004 (ASX:TLG 26 August 2013). It has not been
updated since to comply with the JORC Code 2012 on the basis that the information
has not materially changed since it was last reported. The Company is not aware of any
new information or data that materially affects the information included in the previous
announcement and that all of the previous assumptions and technical parameters
underpinning the estimates in the previous announcement have not materially changed.
Raitajärvi Graphite Project, northern Sweden (Talga owns 100%)
Table 4
Raitajärvi Graphite Project – JORC (2004) Resource at 5%Cg cut-off
Deposit
JORC
Resource Category
Tonnes
Grade Cg (%)
Raitajärvi
Indicated
3,400,000
7.3
Inferred
900,000
6.4
Total
4,300,000
7.1
25
Annual Report 2024
Note: 20% geological loss applied to account for potential unknown geological losses for Inferred
Mineral Resources. Tonnes rounded to nearest hundred thousand tonnes.
The Kiskama copper-cobalt Mineral Resource Estimate was first disclosed on 21 August 2019
in accordance with the JORC Code 2012 (ASX:TLG 21 August 2019).
Kiskama Copper-Cobalt Project, northern Sweden (Talga owns 100%)
Table 5
Kiskama Copper-Cobalt Project – JORC (2012) Resource at 0.1%CuEq cut-off
Vittangi Iron Project, northern Sweden (Talga owns 100%)
Table 6
Vittangi Iron Project – JORC (2004) Resource Estimate at 15%Fe cut-off
Note: Tonnes rounded to nearest hundred thousand tonnes.
The Vittangi iron Mineral Resource Estimate was first disclosed on 22 July 2013 in
accordance with the JORC Code 2004 (ASX:TLG 22 July 2013). It has not been updated
since to comply with the JORC Code 2012 on the basis that the information has not
materially changed since it was last reported.
The total for the Vittangi Iron Project has decreased from the previous reporting period due
to the removal of a previously reported portion of the Vittangi iron Mineral Resource (Mineral
Resource estimate previously disclosed by Talga on 22 July 2013) through the surrender of
the exploration permit Vathanvaara nr 102 during the reporting period. Aside from this, the
Company is not aware of any new information or data that materially affects the information
included in the previous announcement and that all of the previous assumptions and
technical parameters underpinning the estimates in the previous announcement have not
materially changed.
Deposit
JORC
Resource Category
Tonnes
Grade
Cu (%)
Grade
Co (%)
Grade
CuEq (%)
Kiskama
Inferred
7,672,000
0.25
0.04
0.36
Total
7,672,000
0.25
0.04
0.36
Deposit
JORC
Resource Category
Tonnes
Grade Fe (%)
Kuusi Nunasvaara
Inferred
46,100,000
28.7
Jänkkä
Inferred
4,500,000
33.0
Total
50,600,000
29.1
26
Annual Report 2024
Ore reserves
Talga owns 100% of one mineral asset of graphite in the JORC Probable Ore Reserve
category in northern Sweden. An overview of the asset in the Group’s portfolio at 30 June
2024 is below in Table 7 and details of the project’s Mineral Reserve category is set out below
in Table 8.
Table 7
Talga 30 June 2024 Total Ore Reserves
Notes:
Project
Tonnes
Grade
Contained
Mineral
Ore
(Mt)
Cg
(%)
Cg
(Mt)
Vittangi Graphite
2.26
24.1
0.54
Total
2.26
24.1
0.54
Vittangi Graphite Project, northern Sweden (Talga owns 100%)
Table 8
Vittangi Project Nunasvaara Graphite Deposit – JORC (2012) Reserve at 12%Cg cut-off
Note: Tonnes rounded to nearest thousand tonnes.
The Vittangi graphite Ore Reserve statement was first disclosed on 23 May 2019 in
accordance with the JORC Code 2012 (ASX:TLG 23 May 2019) and last disclosed on
1 July 2021 in accordance with the JORC Code 2012 (ASX:TLG 1 July 2021), and is based
on the previously disclosed Mineral Resource Estimate for Nunasvaara South (ASX: TLG
17 September 2020).
Deposit
JORC
Resource Category
Tonnes
Grade Cg (%)
Nunasvaara
Probable
2,260,000
24.1
Total
2,260,000
24.1
1. Detailed table setting out the Probable Ore
Reserve category is set out in table 8.
2. All figures are rounded to reflect appropriate
levels of confidence. Apparent differences
may occur due to rounding.
3. All projects are 100% Talga owned.
4. Mineral quantities are contained mineral.
5. Ore Reserves are of Probable Ore Reserve
category.
6. Ore Reserve is based on the previously
disclosed Mineral Resource Estimate for
Nunasvaara South (ASX: TLG 17 September
2020).
27
Annual Report 2024
Comparison with prior year estimates
Mineral Resources
During the 2024 financial year, the Company made the
following changes to its Mineral Resource inventory:
— The Vittangi Graphite Mineral Resource update saw the
Vittangi Graphite Project revised from 36.9 million tonnes
at 23.1%Cg to 35.0 million tonnes at 23.8%Cg as a result
of an increase in cut-off grade to 12.5%Cg. The resource
review was disclosed in October 2023 in accordance with
the JORC Code 2012 (ASX:TLG 6 October 2023).
— The Vittangi Iron Ore Project’s tenement (Vathanvaara
nr 102) was surrendered which resulted in the project’s
Mineral Resources decreasing from 123.6 million tonnes
at 32.6% iron to 50.6 million tonnes at 29.1% iron.
— The Masugnsbyn Iron Ore Project’s tenement
(Masungsbyn nr 102) was surrendered which resulted in
a decrease of 87.0 million tonnes at 28.3% iron from the
Company’s Mineral Resource inventory.
All other resource estimates across the Company’s projects
remain unchanged from the Company’s Mineral Resource
Statement as at 30 June 2023.
Ore Reserves
All reserve estimates across the Company’s projects remain
unchanged from the Company’s Mineral Reserve Statement
as at 30 June 2023.
Governance summary
The Mineral Resource Estimates and Ore Reserve
statements listed in this report are subject to Talga’s
governance arrangements and internal controls. Talga’s
Mineral Resource estimates and Ore Reserve statements
are derived by Competent Persons (“CP”) with the relevant
experience in the style of mineralisation and type of
deposit under consideration and to the activity which
they are undertaking. Geology models in all instances are
generated by Talga staff and are reviewed by the CP. The
CP carries out reviews of the quality and suitability of the
data underlying the Mineral Resource estimate and Ore
Reserve statement, including a site visit. Talga management
conducts its own internal review of the estimate and
statement to ensure that it honours the Talga geological
model and has been classified and reported in accordance
with the JORC Code.
28
Annual Report 2024
Competent Persons statement
The information in this report that relates to Mineral
Resource Estimation for the Vittangi Graphite Project
is based on information compiled and reviewed by Ms
Katharine Masun (HBSc Geology, MSc Geology, MSA Spatial
Analysis). Ms Masun is a Principal Resources Geologist
at SLR Consulting (Canada) Limited and is registered
as a Professional Geologist in the Provinces of Ontario,
Newfoundland and Labrador, Saskatchewan, and the
Northwest Territories and Nunavut, Canada. Ms Masun has
sufficient experience relevant to the styles of mineralisation
and types of deposits which are covered in this document
and to the activity which she is undertaking 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” (“JORC Code”). Ms
Masun consents to the inclusion in this report of the matters
based on this information in the form and context in which
it appears. Ms Masun does not hold securities (directly or
indirectly) in the Company.
The information in this report that relates to the Vittangi
Graphite Project – Nunasvaara Reserve Estimate is based
on information compiled and reviewed by Mr John Walker.
Mr Walker is a Technical Director and Principal Mining
Engineer at SLR Consulting who act as consultants to
the Company. Mr Walker is a Professional Member and
Fellow of the Institute of Materials, Minerals and Mining
(Membership No.451845), a Fellow of the Institute of
Quarrying (Membership No.22637) and a Fellow Member
of the Geological Society (Membership No.1021044). Mr
Walker is qualified from mineral reporting (QMR) and has
sufficient experience relevant to the styles of mineralisation
and types of deposits which are covered in this document
and to the activity which he is undertaking 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” (“JORC Code”). Mr
Walker consents to the inclusion in this report of the matters
based on this information in the form and context in which
it appears. Mr Walker does not hold securities (directly or
indirectly) in the Company.
The information in this report that relates to Mineral
Resource Estimation for the Jalkunen and Raitajärvi
Graphite Projects and Vittangi Iron Projects is based on
information compiled and reviewed by Mr Simon Coxhell.
Mr Coxhell is a consultant to the Company and a member
of the Australian Institute of Mining and Metallurgy. Mr
Coxhell has sufficient experience relevant to the styles of
mineralisation and types of deposits which are covered in
this document and to the activity which he is undertaking
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”
(“JORC Code”). Mr Coxhell consents to the inclusion in this
report of the matters based on this information in the form
and context in which it appears. Mr Coxhell does not hold
securities (directly or indirectly) in the Company.
The information in this report that relates to Mineral
Resource Estimation for the Kiskama Copper-Cobalt
Project is based on information compiled and reviewed by
Mrs Elizabeth de Klerk. Mrs de Klerk is a consultant to the
Company. Mrs de Klerk is a member of the South African
Institute of Mining and Metallurgy (SAIMM) and a Fellow
of the Geological Society of Africa (GSSA) and a registered
Professional Natural Scientist (Pr.Sci.Nat. 400090/08).
Mrs de Klerk has sufficient experience relevant to the
styles of mineralisation and types of deposits which are
covered in this document and to the activity which she is
undertaking 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”
(“JORC Code”). Mrs de Klerk consents to the inclusion in this
report of the matters based on this information in the form
and context in which it appears. Mrs de Klerk does not hold
securities (directly or indirectly) in the Company.
29
Annual Report 2024
Tenement interests
As required by ASX listing rule 5.3.3, please refer to the Schedule of Mineral Tenements for
details of Talga’s interests in mining tenements held by the Company. During the reporting
period the Company entered into a joint venture Earn-in Agreement with SQM for exploration
and development of the Aero Lithium Project. The agreement is subject to Swedish foreign
direct investment clearance (ASX:TLG 21 June 2024).
Dividends
Risks
There are specific risks associated with the activities of the
Group and general risks that are largely beyond the control
of the Group and the Directors. The most significant risks
identified that may have a material impact on the future
financial performance of the Group and the market price
of the shares are:
Licences, permits, processing and
approvals risk
The Company’s current and future operations are subject
to receiving and maintaining licences, permits and approvals
from appropriate governmental authorities. In particular,
the Company will require processing, exploitation and
environmental permits in Sweden from time to time
in connection with mining and processing. There is no
assurance that any required licences, permits or approvals
will be granted or that delays will not occur in connection
with obtaining or renewing the licences, permits or approvals
necessary for the Company’s proposed operations.
The primary permits required to enable development of the
mine are an Exploitation Concession (under the Minerals
Act) and an Environmental Permit (under the Environmental
Code). Applications for the Vittangi Project Exploitation
Concession and Environmental Permit were submitted in
May 2020. On 22 June 2023, the Company received its
Environmental Permit for its commercial battery anode
refinery plant and on 17 July 2023 it received a Certificate
of Finality to confirm the Environmental Permit is in force.
The Swedish Land and Environment Court approved the
Environmental Permit on 5 April 2023. A number of parties
subsequently sought leave from the Swedish Land and
Environment Court of Appeal (Court of Appeal) to appeal the
decision. On 31 August 2023 the Court of Appeal confirmed
that it had determined that there are no grounds to grant
leave to appeal to any of the parties. Subsequent to the
No dividend has been paid during or is recommended for the financial year ended 30 June 2024. (30 June 2023: Nil).
30
Annual Report 2024
rejection of the appeals, a limited number of the previously
mentioned parties appealed the decision by the Swedish
Land and Environment Court of Appeal to the Swedish
Supreme Court. Talga is currently awaiting the outcome
from this last step of the environmental permit process. If
the Supreme Court rejects the appeal, the Environmental
Permit will then come into force. A decision in relation to
the Exploitation Concession will not be made until the
Environmental Permit is in force. The Company believes
that it has strong arguments to support the Environmental
Permit being granted.
Delays in the permitting and approvals process are an
inherent risk to all mining and industrial manufacturing
projects. Sweden has an established mining industry with
a structured permitting process. The Company completed
the extraction of the permitted 25,000 tonne graphite
ore from its trial mine at the Niska South deposit (Vittangi
graphite project) in October 2022. Whilst the track record
speaks to past and current successful permitting approvals,
potential delays in commercial scale mining and processing
permits could impact planned and/or expanded production
schedules and delay customer contracts.
In the event that delays are incurred in obtaining a mining
permit, the Company intends to utilise the ore extracted
from the trial mine. If delays occur to refinery permitting, the
Company will consider alternate strategies to progress the
business, which may include moving the refinery operations
to another jurisdiction.
At the date of this report all mining and exploration permits
and licenses were in good standing, however failure to
obtain or renew one or more required licences, permits
or approvals on a timely basis may adversely affect the
Company’s operations.
Operating risk
The proposed activities, costs and use of the Company’s
cash resources are based on certain assumptions with
respect to the method and timing of exploration, metallurgy
and other technical tests, analysis and feasibility studies. By
their nature, these estimates and assumptions are subject
to significant uncertainties and, accordingly, the actual
costs may materially differ from the Company’s estimates
and assumptions. Accordingly, no assurance can be given
that the cost estimates and the underlying assumptions will
be realised in practice, which may materially and adversely
affect the Company’s viability.
The proposed activities of the Company including economic
studies are dependent on economic inputs from commodity
prices, metallurgical tests, electrochemical testing and
market tests of which there is no guarantee of positive
economics. It is a risk that studies may not be completed or
may be delayed indefinitely where key inputs show negative
economic outcomes. No assurances can be given that
the Company will achieve commercial viability through the
successful exploration and/or mining and processing of its
mineral interests. Until the Company is able to realise value
from its projects, it is likely to incur ongoing operating losses.
Talga has successfully piloted core aspects of its production
flow sheet. It continues to conduct value improvement
refinements of its flow sheet at laboratory and pilot plant
level working in conjunction with key (or preferred) OEM
equipment suppliers and technology providers.
Investment in the Company should be considered in light of
the risks, expenses and difficulties frequently encountered
by companies at this stage of development, including
factors such as design and construction of efficient mining
and processing facilities within capital expenditure budgets.
With all mining operations there can be a level of uncertainty
and, therefore, risk associated with operating parameters
and costs. This is also true with the scaling up of processing
technology tested in pilot conditions. The nature of the
technology risk is the cost of developing an economically
viable commercial operation and production facility.
The Company has and will continue to enter into various
agreements for the Vittangi Anode Project. Risks
associated with agreements include rising contract prices
as well as disputes regarding variations, extensions of
time and costs, and global events impacting contractual
performance and liability, all of which may give rise to
delays and/or increased costs.
Production guidance and targets are, as always, subject to
assumptions and contingencies which are subject to change
as operational performance and market conditions change or
other unexpected events arise. Any production guidance is
dependent on a number of factors including maintenance and
operation of the mine and plant without material equipment
failure, loss of continuity of experienced personnel and
achievement of recovery rates from the resource. These risks
are discussed in more detail elsewhere in this section.
Commodity price volatility and foreign
currency exchange rate risks
If the Company achieves success leading to mineral
production, the revenue it will derive through the sale of
product exposes the potential income of the Company to
commodity prices and exchange rate risks. Commodity prices
31
Annual Report 2024
fluctuate and are affected by many factors beyond the control
of the Company. Such factors include supply and demand
for minerals, technological advancements, forward selling
activities, the price and availability of substitutes, the approach
to pricing by competitors (i.e., aggressive pricing at or below
the cost of production), and other macro-economic factors.
Depressed graphite prices and/or the failure by the
Company to negotiate favourable pricing terms (which
terms may provide for fixed or market-based pricing) may
materially affect the profitability and financial performance
of the Company. Any sustained low prices for graphite or
low sale price achieved by the Company (however achieved)
may adversely affect the Company’s business and financial
results and/or its ability to finance its current or planned
operations and capital expenditure commitments.
Unlike the majority of base and precious metals, there is no
internationally recognised market for graphite battery anode
material nor is graphite battery anode material an exchange
traded commodity; it is determined by actual transactions
between buyers and sellers. As a result, there is a lack of
market transparency associated with the price of graphite
battery anode material. However, there are a few major
independent price reporting agencies that track the graphite
anode market. Given the range of factors which contribute
to the price of graphite battery anode material, and the fact
that pricing is subject to negotiation, it is particularly difficult
for the Company to predict with any certainty the prices at
which the Company will sell graphite battery anode material.
The effect of changes in assumptions about future prices
may include, amongst other things, changes to Mineral
Resources and Ore Reserves Estimates and the assessment
of the recoverable amount of the Company’s assets.
In relation to graphene, the value of graphene is affected
by numerous factors and events that are external to and
beyond the control of the Company and similarly this is not
an exchange traded commodity. The graphene price has
fluctuated, such that periods of significant decline have
impacted graphene businesses. These factors have and
may in the future include: the level of general economic
activity and demand; forward selling activity; and economic
conditions and political trends. Whilst graphene is not
currently a major focus for the Company it does not have
a material effect on the Company’s performance.
Furthermore 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. Prices of various commodities and
services may be denominated in Swedish Krona, Euros or
US dollars, whereas the income and expenditure of the
Company are and will be taken into account in Australian
currency, exposing the Company to the fluctuations and
volatility of the rate of exchange between the Australian
dollar and these currencies as determined in international
markets. To mitigate the Company’s exposure, currency
rates are monitored regularly and funds are transferred to
the foreign operations when rates are more favourable. The
Company also plans to curtail this impact by paying foreign
currency invoices in a timely fashion.
Additional requirements for capital
The Company’s capital requirements depend on numerous
factors. Depending on the Company’s ability to generate
income from its operations, the Company may seek to raise
further funds through equity or debt financing, joint ventures,
production sharing arrangements or other means. Failure
to obtain sufficient financing for the Company’s activities
and future projects may result in delay and indefinite
postponement of exploration, development or production
on the Company’s properties, or even loss of a property
interest. There can be no assurance that additional finance
will be available when needed or, if available, the terms of the
financing might not be favourable to the Company and might
involve substantial dilution to shareholders.
The Company announced the completion of the DFS for
its Vittangi Anode Project in northern Sweden in July 2021
(and subsequent completion of Feed Study 15 April 2024).
If the Company agrees on any near term future offtake
arrangements, fast track commercial ramp up development
may occur which will require additional funding to be obtained.
Whilst the Company is in discussions with respect to offtake,
there is no guarantee such discussions will result in binding
agreements (see ‘Offtake Arrangements risk’ below).
Whilst the Company’s cash as at 30 June 2024 of $14.1
million, coupled with the $9.5 million Placement completed
on 7 August 2024 and $9 million Share Purchase Offer
completed on 23 August 2024, will provide for on-going
business activities, the Company will need to seek funding
options to advance the Vittangi Anode Project. To date, the
Company has announced that the European Investment
Bank (EIB) board has approved €150 million senior debt
funding to underpin the Project (ASX:TLG 20 June 2023).
Following this approval, loan documentation is being agreed
between EIB and the Company, including customary terms
and conditions for a financing facility of this nature. While
the Company will seek to expedite these negotiations,
there can be no guarantee that they will result in a binding
agreement. With the assistance of financial and transaction
advisors BurnVoir, the Company will identify and evaluate
32
Annual Report 2024
potential outcomes which may emerge from ongoing project
development partnership, customer and financing discussions
with other European and international parties. Management
has strategies to tailor budgeted cashflows based on future
funding received. However, without regular income outside
interest proceeds or assets sales, it will rely on continuing
access to capital markets (including the exercise of unlisted
Company options) to fund further development in Sweden,
Germany and the UK.
More generally, the Company is continually assessing its ‘all in’
funding costs for development of the Vittangi Anode Project
through to expected first production. There are a wide range
of factors that have the potential to influence the Company’s
funding needs, a number of which are beyond the control
of the Company. As a consequence, and to ensure that
the Company is reacting appropriately to changing events,
market conditions, and broader economic circumstances,
the Company will continue to refine its funding needs on
an ongoing basis and in real time. The Company remains
committed to delivering the Vittangi Anode Project in a cost-
effective manner, consistent with previously stated safety and
schedule priorities, and will continue to apply prudent and
efficient capital expenditure processes.
Further, the Company, in the ordinary course of its
operations and developments, may be required to issue
financial assurances, particularly insurances and bond/
bank guarantee instruments to secure statutory and
environmental performance undertakings and commercial
arrangements. The Company’s ability to provide such
assurances is subject to external financial and credit market
assessment, and its own financial position.
Loan agreements and other financing rearrangements
such as debt facilities, convertible note issues and finance
leases (and any related guarantee and security) that may
be entered into by the Company may contain covenants,
undertakings and other provisions which, if breached, may
entitle lenders to accelerate repayment of loans and there is
no assurance that the Company would be able to repay such
loans in the event of an acceleration. Enforcement of any
security granted by the Company or default under a finance
lease could also result in the loss of assets.
If the Company is unable to obtain additional financing
as needed, it may be required to reduce the scope of its
operations and scale back its programs or enter into joint
venture arrangements to reduce expenditure and this could
have a material adverse effect on the Company’s activities.
Unfavourable market conditions may adversely affect the
Company’s ability to raise additional funding regardless of
the Company’s operating performance.
Both now and in the future, higher than expected inflation
rates generally, specific to the mining industry, or specific
to Sweden, may increase operating and capital expenditure
costs and potentially reduce the value of future project
developments. While, in some cases, such costs increases
might be offset by increased selling prices, there is no
assurance that this would be possible. To the extent that
such offset is not possible, this could adversely impact the
Company financial performance.
Offtake arrangements
The Company has entered into a non-binding offtake term
sheet with Automotive Cells Company SE (ACC) (ASX:TLG
27 September 2022) and a non-binding letter of intent with
EV battery manufacturer Verkor SA (Verkor) (ASX:TLG 11
January 2023) regarding the supply of graphite anode from
the Company’s Vittangi Anode Project in Sweden. While the
Company will seek to execute definitive documentation as
soon as reasonably practicable, there can be no guarantee
the documentation will be finalised.
Further, while the Company will seek to secure other offtake
agreements in respect of any excess production capacity not
proposed to be taken by ACC or Verkor, there is no certainty
that the Company will be able to enter into such agreements
in a timely manner, with acceptable parties, for sufficient
volumes or on reasonable terms with new customers. Any of
these circumstances may adversely impact the Company’s
financial performance and position including the Company
generating less revenue than anticipated.
In addition, the Company expects that the sale of graphite
battery anode material will (at least under some sales
contracts) be subject to commercial verification and
qualification processes to ensure any material produced
meets the specifications for supply required by customers
(including the industrial graphite markets and the battery
anode sector). The qualification process may require
approval from multiple parties in the supply chain and not
just those parties with whom the Company has contractual
arrangements. Failure of the Company’s material to qualify
for purchase, or any unanticipated delay in qualifying the
Company’s material may adversely impact the Company’s
financial performance and position (including by resulting
in the Company generating less revenue or profit than
anticipated and/or incurring higher costs than anticipated).
33
Annual Report 2024
Environmental and social impact
constraints
The Company’s exploration, mining and processing activities
will, in general, be subject to approval by governmental
authorities and influence from other key stakeholders such
as local communities. Development of any of the Company’s
properties will be dependent on the relevant project meeting
environmental guidelines and, where required, being approved
by governmental authorities. In addition to the Company’s
Environmental Policy, the Company has developed an
integrated formal Environmental and Social Management
system to document the process for managing environmental
and social risks (Talga Integrated Management System –
TIMS), is certified to ISO 9001, 14001 and 45001 standards.
This was implemented at the Company’s first operating
facility, the EVA plant in Luleå, Sweden, the ISO 14001:2015
certification included onsite battery laboratories, and office in
Luleå (ASX:TLG 19 October 2022).
A draft Environmental and Social risk register is being
prepared, which identifies, assesses and documents
mitigation measures for the proposed Sweden operations.
The Company has a Social Performance Policy and
developing Social Performance systems which will provide
the structure for cascading the Company’s commitment
to protect labour and human rights. The Company is well
aware of its environmental obligations across its operational
activities in Germany, the UK and in particular Sweden,
where there are various environmental requirements to
complete and apply for an exploitation permit and continues
to monitor compliance.
The Company must comply with all known standards, existing
laws, and regulations in each case which may entail greater
or lesser costs and delays depending on the nature of the
activity to be permitted and how vigorously and consistently
the regulations are administered by the local authorities.
There are inherent environmental risks in conducting
exploration and mining activities, or industrial materials
processing, giving rise to potentially substantial costs for
environmental rehabilitation, damage control and losses.
Changes in environmental laws and regulations or their
interpretation or enforcement may adversely affect the
Company’s operations, including the potential profitability
of the operations. Further, environmental legislation evolving
in a manner which may require stricter standards and
enforcement (with associated additional compliance costs)
and expose relevant operations to the increased risk of
fines and penalties for non-compliance, more stringent
environmental assessment of proposed projects and a
heightened degree of responsibility for companies and their
officers, Directors and employees. There is no assurance
that future changes in environmental regulations, if any, will
not adversely affect the Company’s operations.
Community relations
The Company’s mining and industrial materials processing
activities may cause issues or concerns with the local
community (including local Indigenous groups) in
connection with, amongst other things, the potential
effect on the environment as well as other social impacts
relating to employment, use of infrastructure and
community development.
The Company has established ongoing engagement and
management programs focussed on optimising positive
impacts and minimising the risk of negative impacts on the
community, particularly in those parts of Sweden where the
Company operates.
A stakeholder engagement plan was developed in 2017,
has been implemented and continuously updated. Talga
undertakes a range of community engagement activities
at Vittangi, Kiruna and Luleå open houses, open days,
community sponsorships and participation in local fairs. As
described within the stakeholder engagement plan, Talga
regularly discloses information about project development
through newsletters, web-based information and direct
engagement. Talga conducted (via an independent company)
its first community sentiment survey in December 2021,
which has since been deployed yearly to collect feedback
and insights supporting ongoing activities and engagement.
Talga also seeks opinions of the local communities during
permit consultations and via key informant interviews. Talga
has a grievance mechanism which is communicated directly
to local stakeholders, by reference during public meetings, in
key informant interviews, within email newsletters (through
invitation for feedback) and presence in multiple sections on
Talga’s website. Talga invites stakeholders to also contact the
company with concern, feedback or questions via its local
email addresses, phone numbers or postal addresses. A Social
Impact Assessment is being undertaken with the aim to
further understand impacts on local stakeholders.
However, these programs are not a guarantee that other
issues or concerns will not arise with local communities.
If such issues or concerns were to arise, this may have an
adverse effect on the Company’s reputation and relationships
with key stakeholders, which may in turn negatively impact its
financial and operational performance.
34
Annual Report 2024
Mineral title risks
Mining and exploration permits are subject to periodic renewal.
There is no guarantee that current or future permits or future
applications for production concessions will be approved.
Permits are subject to numerous legislation conditions. The
imposition of any new conditions or the inability to meet those
conditions may adversely affect the operations, financial
position and/or performance of the Company. Furthermore,
the Company could lose title to, or its interest in, tenements
if licence conditions are not met or if insufficient funds are
available to meet expenditure commitments.
It is also possible that, in relation to mineral titles in which
the Company has an interest or will in the future acquire
such an interest, there may be areas over which legitimate
rights of Indigenous and property owners exist. In this
case, the ability of the Company to gain access to permits
(through obtaining consent of any relevant Indigenous
owner, body, group or landowner), or to progress from the
exploration phase to the development and mining phases
of operations may be adversely affect. The Company’s
mineral titles may also be subject to access by third parties
including, but not limited to, the areas’ Indigenous people
and landowners. This access could potentially impact
the Company’s activities and/or may involve payment of
compensation to parties whose existing access to the land
may be affected by the Company’s activities. The Company
adopts a pro-active approach in engagement/consultation
with local indigenous groups and landowners. The Company
has successfully negotiated property rights with landowners
covering the current Vittangi Project.
Resource estimates
Resource estimates are expressions of judgment based
on knowledge, experience and industry practice. Estimates
which were valid when originally calculated may alter
significantly when new information or techniques become
available. In addition, by their very nature, resource estimates
are imprecise and depend to some extent on interpretations,
which may prove to be inaccurate. As further information
becomes available through additional fieldwork and analysis,
estimates are likely to change. This may result in alterations
to development and mining plans which may, in turn,
adversely affect the Company’s operations.
The Company engages external, independent, Competent
Persons to prepare public Mineral Resource and Ore Reserve
reports according to and conforming to the 2012 Joint Ore
Reserves Committee (JORC) Reporting Code and Chapter
5 of the ASX listing rules. These follow standard industry
guidelines on public disclosure and thus the process of
determining its reserves and resources.
Reserve estimates
The Reserve estimates have been carefully prepared by
an appropriately qualified person in compliance with the
Joint Ore Reserves Committee (JORC) guidelines and in
appropriate instances are verified by independent mining
experts. Estimated valuations are dependent on Market
Prices for the targeted ore.
Mineral and exploration risk
The business of exploration, project development and
mining contain risks by its very nature. To prosper, it
depends on the successful exploration and/or acquisition of
reserves, design and construction of efficient production/
processing facilities, competent operation and managerial
performance and proficient marketing of the product. In
particular, exploration is a speculative endeavour and certain
circumstances, cost over runs and other unforeseen events
can hamper exploration and mining operations.
Mining of the Vittangi deposits is currently proposed to be
via conventional drill and blast (open-cut for Nunasvaara
South and underground operation for Niska). The well-
established mining industry in Sweden ensures good drill
and blast and mining contractor capability, mobile and fixed
plant supply, mining supplies and operator training and the
mining project risk is considered low.
There is also a risk that unforeseen geological or
geotechnical issues may be encountered when developing
and mining ore reserves, such unusual or unexpected
geological conditions. As a consequence of any such event,
a loss of revenue may be caused due to the lower than
expected production or higher than anticipated operation
and maintenance costs and/or ongoing unplanned capital
expenditure in order to meet production targets.
Development and commercialisation
The Company’s ability to generate revenues from its
multiple anode and graphene products in the future will be
subject to a number of factors, including but not limited
to the technologies performing to a level sufficient to
warrant commercialisation. The development, testing and
manufacture of novel technologies is a high risk industry
and whilst the Company has confidence in the development
35
Annual Report 2024
and results to date there is no guarantee that the Company
will be able to successfully commercialise the products
(including in a profitable sense).
Additionally, the Company’s business depends on
technology and is subject to technological change. Any
failure or delay in developing or adopting new technology
competitively may result in a reduction in customer demand
and in turn reduced financial and operation growth.
Talga Group includes R&D departments to address these
technological changes and is specifically working on next
generation lithium-ion battery technologies including well
advanced development plans for silicon anode.
Technology risks
Sensitive data relating to Talga, its employees, associates,
customers, suppliers or the development of Talga’s innovative
product range may be exposed resulting in a negative
impact on the Group’s reputation or competitive advantage.
Policies, procedures and practices are in place to ensure
security of this data. Talga and its subsidiaries recognise the
importance of data privacy, and comply with relevant data
privacy regulations, including the EU General Data Protection
Regulation, to safeguard the security and privacy of data.
Intellectual property risk
The success of the Company’s graphite processing business
depends, in part, on its continued ability to protect its
intellectual property (IP) including trademarks to increase
brand awareness, its trade secrets and patents on its
products and production processes. The Company has 16
active patent families encompassing 66 active cases (29
proceeded to grant and 37 pending/under examination) that
relate to processing graphite for lithium-ion batteries as well
as graphene products.
Given the dependence of the Company on intellectual
property and the quality of its products and brands, and
whilst the Company has IP management systems and
processes in place, in the event that the Company is unable
to protect its intellectual property adequately, then the value
of the Company’s products and brands could be adversely
affected. This may further impact over all business, with
respect to its financial position and overall profitability and
operational output.
Within the industry that the anode processing business
operates, there exists an ongoing risk of third parties
claiming involvement in technological discoveries. The
Company has taken steps to protect and confirm its interest
in its intellectual property and will endeavour to implement
all reasonable processes to protect its intellectual property.
The Company is not aware of any third-party interests
in relation to its intellectual property rights, however as
stated above, the risk of third parties claiming involvement
exists, which may result in litigation risks (see ‘Litigation and
Infringement risk’ below), and there can be no assurance
that the measures in place by the Company will be sufficient.
Reliance on key management
The responsibility of overseeing the day-to-day operations
and the strategic management of the Company depends
substantially on its senior management and its key
personnel. Whilst the key management team has been
well established with on-going stability, there can be no
assurance given that there will be no detrimental impact
on the Company if one or more of these employees cease
their employment or are incapacitated for any length of time.
Key Management have been incentivised with employment-
based performance rights to mitigate this risk.
Access to infrastructure risk
Mining, processing, development and exploration activities
depend, to a significant degree, on adequate infrastructure.
In the course of developing future mines, the Company may
need to construct and/or update existing infrastructure,
which includes permanent water supplies, dewatering,
tailings storage facilities, power, maintenance facilities and
logistics services and access roads. Reliable roads, bridges,
power sources and water supply are important determinants,
which affect capital and operating costs. Unusual or
infrequent weather phenomena, sabotage, government or
other interference in the maintenance or provision of such
infrastructure could materially adversely affect the Company’s
operations, financial condition and results of operations. Any
such issues arising in respect of the supporting infrastructure
or on the Company’s sites could materially adversely affect
the Company’s results of operations or financial condition.
Furthermore, any failure or unavailability of the Company’s
operational infrastructure (for example, through equipment
failure or disruption to its transportation arrangements)
could materially adversely affect its exploration activities or
development of a mine or project.
Competition
Competition from other international graphite producers
and explorers may affect the potential future cash flow
36
Annual Report 2024
and earnings which the Company may realise from its
Vittangi Anode Project. This includes competition from
existing production and new entrants into the market.
The introduction of new mining and processing facilities
and any increase in competition and supply in the global
graphite market could lower the price of this commodity.
The Company may also encounter competition from other
mining and exploration companies for the acquisition of new
projects required to sustain or increase its potential future
production levels. The Company’s downstream operation
may also be impacted by new entrants to the market, or
existing graphite producers, pursuing a similar strategy.
Litigation and infringement risk
The Company may be involved in claims, litigation
and disputes from time to time including in relation to
contractual disputes, claims from local Indigenous groups,
tenure disputes, environmental claims, occupational
health and safety claims, intellectual property disputes
and employee claims. Claims, litigation and disputes
can be costly, including amounts payable in respect of
judgments and settlements made against, or agreed to by,
the Company. They can also take up significant time and
attention from management and the Board. Accordingly, the
Company’s involvement in claims, litigation and disputes may
have an adverse impact on its financial performance.
Pandemic risk
Supply chain disruptions resulting from the transmission
of pandemics such as COVID-19 in the community and
measures implemented by governments around the world
to limit the transmission of the virus may adversely impact
the Company’s operations, financial position, prospects and
ability to raise capital. Travel bans may also lead to shortages
of skilled personnel. Further outbreaks of COVID-19 or other
pandemics and the implementation of travel restrictions
also have the potential to restrict access to sites. Whilst the
COVID-19 pandemic has had both short-term and long-
term consequences that Talga, like other companies, must
take into account, there have been no significant adverse
impacts on the Company to date. The Company may also
be subject to the severity of future lockdowns and relevant
operators / supplier personnel not becoming infected which
could result in delays.
Climate change risk
Climate change is a risk the Company has considered.
The climate change risks particularly attributable to the
Company include:
— the emergence of new or expanded regulations associated
with the transitioning to a lower-carbon economy and
market changes related to climate change mitigation.
The Company may be impacted by changes to local or
international compliance regulations related to climate
change mitigation efforts, or by specific taxation or
penalties for carbon emissions or environmental damage.
These examples sit amongst an array of possible restraints
on industry that may further impact the Company and its
profitability. While the Company will endeavour to manage
these risks and limit any consequential impacts, there can
be no guarantee that the Company will not be impacted by
these occurrences; and
— climate change may cause certain physical and
environmental risks that cannot be predicted by the
Company, including events such as increased severity
of weather patterns and incidence of extreme weather
events and longer-term physical risks such as shifting
climate patterns.
Whilst all these risks associated with climate change may
significantly change the industry in which the Company
operates, as announced on the ASX on 9 August 2023, the
Life Cycle Assessment of Talga’s flagship lithium-ion battery
anode product, Talnode®-C, emits 92% less CO2-equivalent
than incumbent electric vehicle battery anode materials
largely due to avoiding the use of fossil-fuel power to either
produce natural graphite anode or graphitise petroleum/coal
derived feedstocks for energy intensive synthetic graphite
anode production, as is the case with anode technology
currently imported into Europe from Asia.
The Company has identified air emissions and greenhouse
gases in the environmental impact assessment (EIA) process
for the proposed mine. Mitigation measures have been
identified for reducing dust and greenhouse gas emissions.
Further EIA process for the refinery which includes best
available technology air emission treatment technologies,
was completed in 2022.
37
Annual Report 2024
Public company obligations
As a publicly listed corporate entity, the Company is subject
to evolving rules and regulations promulgated by a number
of governmental and self-regulated organizations, including
the ASX, which govern corporate governance and public
disclosure regulations. These rules and regulations continue
to evolve in scope and complexity creating many new
requirements, which increase compliance costs and the risk of
non-compliance. The Company’s efforts to comply with these
rules and obligations could result in increased general and
administration expenses and a diversion of management time
and attention from financing, development, operations and,
eventually, revenue-generating activities.
General economic conditions
The operating and financial performance of the Company
is influenced by a variety of general economic and
business conditions, including levels of consumer spending,
commodity prices, inflation, interest rates and exchange
rates, supply and demand, industrial disruption, access to
debt and capital markets and government fiscal, monetary
and regulatory policies. Changes in general economic
conditions may result from many factors including
government policy, international economic conditions,
significant acts of terrorism, hostilities or war or natural
disasters. A prolonged deterioration in general economic
conditions, including an increase in interest rates or a
decrease in consumer and business demand, may have an
adverse impact on the Company’s operating and financial
performance and financial position. The Company’s future
possible revenues and Share prices may be affected by
these factors, which are beyond the control of the Company.
Volatility of share price
The price of the shares of resource companies tends to be
volatile. Fluctuations in the world price of graphite and many
other elements beyond the control of the Company could
materially affect the price of the Shares of the Company.
There can be no assurance that an active market for the
Shares would be sustained after any offering of securities.
Securities of companies with smaller capitalisations have
experienced substantial volatility in the past, often based
on factors unrelated to the financial performance or
prospects of the companies involved. These factors include
global economic developments and market perceptions of
the attractiveness of certain industries. There can be no
assurance that continuing fluctuations in price will not occur.
If an active market for the Shares does not continue, the
liquidity of a purchaser’s investment may be limited. If such
a market does not develop, purchasers may lose their entire
investment in the Shares of the Company.
As a result of any of these factors, the market price of
the Shares at any given point in time may not accurately
reflect the long-term value of the Company. Securities
class-action litigation often has been brought against
companies following periods of volatility in the market
price of their securities. The Company may in the future
be the target of similar litigation. Securities litigation could
result in substantial costs and damages, and also divert
management’s attention and resources.
Policies and legislation
Any material adverse changes in government policies or
legislation of Australia or Sweden or any other country
that the Company has economic interests may affect the
prospects and profitability of the Company.
Force majeure
Force majeure is a term used to refer to an event beyond
the control of a party claiming that the event has occurred.
Significant catastrophic events – such as war, acts of
terrorism, pandemics, loss of power, cyber security breaches
or global threats – or natural disasters - such as earthquakes,
fires (including forest fires) or floods or the outbreak of
epidemic disease – could disrupt the Company’s operations
and interrupt critical functions, or otherwise harm the
business. To the extent that such disruptions or uncertainties
result in delays or cancellations of the deployment of the
Company’s products and solutions, its business, results of
operations and financial condition could be harmed.
38
Annual Report 2024
Directors’ and committee meetings
The number of meetings attended by each of the Directors of the Group during the financial
year was:
Directors
Number Eligible
to Attend
Number
Attended
Directors’ Meetings
Terry Stinson
5
5
Mark Thompson
5
5
Grant Mooney
5
5
Stephen Lowe
5
4
Ola Rinnan
5
5
Remuneration Committee Meetings
Terry Stinson
2
2
Grant Mooney
2
2
Stephen Lowe
2
2
Ola Rinnan
2
2
Nomination Committee Meetings
Terry Stinson
3
3
Stephen Lowe
3
3
Ola Rinnan
3
3
Audit and Risk Committee Meetings
Grant Mooney
2
2
Terry Stinson
2
2
Stephen Lowe
2
2
39
Annual Report 2024
Environmental regulations
The Group’s operations are subject to local, State and
Federal laws and regulations concerning the environment.
Details of the Group’s performance in relation to
environmental regulations are as follows:
The Group’s exploration activities are subject to the Swedish
Minerals Act (“Minerallagen”) and operational activities in
Germany are subject to the German Federal Emissions
Control Act (Bundes-Immisionsschutzgesetz) and the AwSV
Regulations relating to water discharge. The Group has a
policy of complying with or exceeding its environmental
performance obligations. The Board believes that the Group
has adequate systems in place to meet its obligations.
The Group aims to ensure the appropriate standard of
environmental care is achieved, and in doing so, that it is aware
of and is in compliance with all environmental legislation.
The Directors of the Group are not aware of any breach of
environmental legislation for the financial year under review.
Talga maintains Environmental Management System
ISO 14000 certification for its Luleå EVA Plant operations and
during the reporting period obtained ISO 14000 certification
for our Germany and UK (Cambridge) operation. As part of
the ISO environmental management system Talga maintains
environmental legal registers at these certified operations.
For the year ending 30 June 2024, the Group was below
the reporting threshold requirements under the Australian
National Greenhouse Emission Regulation (“NGER”) to report
its annual greenhouse gas emissions and energy use and is
therefore not required to register or report. The Directors
will continue to monitor the Group’s registration and
reporting obligations.
Share options and performance rights
As at the date of this report, there were 7,000,000
ordinary shares under option and 5,951,000 shares
subject to performance rights:
— 334,000 performance rights expiring on
31 December 2026;
— 2,496,600 performance rights expiring on
31 December 2025;
— 172,500 performance rights expiring on
30 September 2025;
— 5,000,000 unlisted options with an exercise price
of $1.12 expiring on 30 June 2025;
— 2,000,000 unlisted options with an exercise price
of $2.16 expiring on 30 June 2025;
— 2,100,000 performance rights expiring on
30 June 2025; and
— 847,900 performance rights expiring on
31 March 2025.
No person entitled to exercise any option or performance
right referred to above has or had, by virtue of the option or
performance right, a right to participate in any share issue
of any other body corporate. During or since the end of the
financial year no share options expired.
40
Annual Report 2024
41
Annual Report 2024
Remuneration report (audited)
This report details the type and amount of remuneration
for each Director and Key Management Personnel (“KMP”)
(defined as those having authority and responsibility for
planning, directing and controlling the activities of the Group).
Remuneration Policy
The performance of the Group depends upon the quality of
its Directors and Executives. To be successful, the Group
must attract, motivate and retain highly skilled Directors
and Executives.
It is the Group’s objective to provide maximum stakeholder
benefit from the retention of a high-quality board and
KMP by remunerating them fairly and appropriately with
reference to relevant employment market conditions. The
Board links the nature and amount of some Director and
KMP emoluments to the Group’s financial and operational
performance. To assist in achieving the objective the Board
set up a Remuneration Committee.
The responsibilities of the Remuneration Committee are to:
— Attract, retain and motivate high quality Directors
and KMP;
— Reward Directors and KMP for Group performance;
— Align the interest of Directors and KMP with those of
shareholders;
— Link reward with strategic goals and performance of the
Group; and
— Ensure total remuneration is competitive with
market standards.
The remuneration of a Director or KMP will be decided by
the Remuneration Committee. In determining competitive
remuneration rates the Remuneration Committee reviews
local and international trends among comparative
companies and the industry generally. It also examines
terms and conditions for the employee share option plan.
The Remuneration Committee also relies on remuneration
consultants from time to time. No remuneration consultants
were used this year.
Non-Executive Director remuneration
The maximum remuneration of Non-Executive Directors is
the subject of shareholder resolution in accordance with
the Company’s Constitution, and the Corporations Act
2001 as applicable. The allocation of Non-Executive Director
remuneration within that maximum will be made by the
Remuneration Committee having regard to the inputs and
value to the Group of the respective contributions by each
Non-Executive Director. Shareholders at a general meeting
approved an aggregate amount of $750,000 to be paid
to Non-Executive Directors for Directors’ fees. The Board,
upon consultation with the Remuneration Committee, may
allocate this pool (or part of it) at their discretion.
The Remuneration Committee may recommend awarding
additional remuneration to Non-Executive Directors called
upon to perform extra services or make special exertions on
behalf of the Group such as representation on committees.
There is no scheme to provide retirement benefits, other
than statutory superannuation, to Non-Executive Directors.
Executive remuneration
Executive remuneration may consist of both fixed and
variable (at risk) elements.
Fixed remuneration
The level of fixed remuneration is set so as to provide a base
level of remuneration which is appropriate to the position
and is competitive in the market and may be in variety of
forms including cash and fringe benefits. The remuneration
is reviewed annually by the Remuneration Committee.
Variable (at risk) remuneration
Variable remuneration may be delivered in the form of
a short-term incentive (STI) scheme, cash bonuses or
long-term incentive schemes including share options or
rights. All equity-based remuneration paid to Directors and
Executives is valued at the cost to the Group and expensed.
Options are valued using the Black-Scholes methodology,
while performance rights without market-based conditions
are valued based on the Group’s share price at the grant
date. All equity-based remuneration for Directors must be
approved by shareholders.
42
Annual Report 2024
Performance Based Remuneration
Other than as noted below under Services Agreements of
Executive Directors and KMP, the Group did not pay any
other performance based bonuses to Directors or KMP in
the year ended 30 June 2024.
Group performance, shareholder wealth and Directors’
and Executives’ remuneration
The remuneration policy has been tailored to maximise the
commonality of goals between shareholders, Directors and
Executives. The method applied in achieving this aim to
date has been the issue of options or performance rights to
Directors and Executives under the Company’s Employee
Securities Incentive Scheme to encourage the alignment
of personal and shareholder interests. Furthermore, STIs in
the form of cash bonuses that are structured to remunerate
KMP for achieving annual Group targets and individual
performance targets that reflect the Group’s development
path and that can translate into long term value being
created for shareholders have also been considered and
implemented. The Group believes this policy will be the most
effective in increasing shareholder wealth.
Services agreements of Executive Directors and KMP
Mark Thompson’s employment conditions as Managing
Director are defined by way of a contract of employment
with no fixed term. Mr Thompson’s annual Base Salary
and superannuation is $476,795. His FY24 STIs have been
agreed based on the four key performance milestones
covering Commercial Agreements, Joint Venture/Corporate
Development, Mineral Resource Upgrades and Market
Capitalisation targets, up to a maximum at risk total of
$135,000 (including superannuation). Following performance
reviews on the 9 October 2023 it was determined none of
the key performance milestones were met, consequently
no STI amount was paid or accrued to Mr Thompson in the
2024 financial year.
The Company may terminate Mr Thompson’s employment
contract without cause by providing nine months written
notice or making payment in lieu of notice, based on the
individual’s annual salary component. Mr Thompson may
terminate his employment without cause by providing
six months written notice and the Company may pay Mr
Thompson in lieu of notice or require him to serve out his
notice. In the event of a change in control of the Company, Mr
Thompson will receive a bonus payment comprising of a lump
sum gross payment of 12 months’ Base Salary. If within six
months after the change in control Mr Thompson elects to
terminate his employment or his employment is terminated by
the Company, Mr Thompson will not be entitled to any notice
of termination or payment in lieu of notice.
Martin Phillips’ conditions as Chief Executive Officer (CEO)
are defined by way of a contract of employment with no
fixed term. Mr Phillips’ Base Salary and superannuation is
$476,795. His FY24 STIs have been agreed based on the
four key performance milestones covering Commercial
Agreements, Joint Venture/Corporate Development, Vittangi
Permit milestones and Market Capitalisation targets,
up to a maximum at risk total of $135,000 (including
superannuation). Following performance reviews on
the 9 October 2023 it was determined none of the key
performance milestones were met, consequently no STI
amount was paid or accrued to Mr Phillips in the 2024
financial year.
Mr Phillips is located in Europe and is also entitled to six
return airfares for immediate family members per year.
$26,648 in airfare benefits (including fringe benefits tax)
were paid in FY24.
The Company may terminate Mr Phillips’ employment
contract without cause by providing six months written
notice or making payment in lieu of notice, based on the
individual’s annual salary component. Mr Phillips may
terminate the employment without cause by providing six
months written notice and the Company may pay Mr Phillips
in lieu of notice or require him to serve out his notice.
Melissa Roberts conditions as Chief Financial Officer (CFO)
are defined by way of a contract of employment with no
fixed term. Ms Roberts’ Base Salary and superannuation is
$423,818. Her STIs have been agreed based on the four key
performance milestones covering Commercial Agreements,
Joint Venture/Corporate Development, Vittangi Permit
milestones and Market Capitalisation targets, up to a
maximum at risk total of $135,000 (including superannuation).
Following performance reviews on the 9 October 2023 it was
determined none of the key performance milestones were
met, consequently no STI amount was paid or accrued to Ms
Roberts in the 2024 financial year.
The Company may terminate Ms Roberts’ employment
contract without cause by providing six months written notice
or making payment in lieu of notice, based on the individual’s
annual salary component. Ms Roberts may terminate the
employment without cause by providing six months written
notice and the Company may pay Ms Roberts in lieu of notice
or require her to serve out her notice.
43
Annual Report 2024
Details of Remuneration
Details of the remuneration of the Directors, other Key Management Personnel (defined as
those who have the authority and responsibility for planning, directing and controlling the major
activities of the Group) and specified Executives of Talga are set out in the following tables.
Short term benefits
Post-
employment
Long-term
benefits
2024
Salary
$
Directors
Fees
$
Other
(i)
$
Leave
entitlement
(ii)
$
Super-
annuation
$
Long-
service
leave
(ii)
$
Subtotal
$
Options
and Rights
(iii)
$
Total
$
Value of
at risk
share-based
payment as
proportion
of remun-
eration
%
Terry
Stinson
Non-Executive
Chair
- 150,000
4,525
-
16,998
-
171,523
156,664
328,187
48%
Mark
Thompson
Managing
Director
421,741
-
-
39,754
27,396
11,863
500,754
651,339
1,152,093
57%
Grant
Mooney
Non-Executive
Director
-
66,364
6,787
-
8,047
-
81,198
130,554
211,752
62%
Stephen
Lowe
Non-Executive
Director
-
66,364
6,787
-
8,047
-
81,198
130,554
211,752
62%
Ola
Rinnan
Non-Executive
Director (v)
- 106,000
2,511
-
-
-
108,511
130,554
239,065
55%
Martin
Phillips
Chief Executive
Officer (iv)
428,881
-
26,648
47,496
47,250
32,871
583,146
486,057 1,069,203
45%
Melissa
Roberts
Chief Financial
Officer
387,273
-
-
35,067
27,396
6,692
456,428
1,027,106
1,483,534
69%
Total
1,237,895 388,728
47,258
122,317
135,134
51,426
1,982,758
2,712,828
4,695,586
44
Annual Report 2024
Notes: All Directors are paid under the terms agreed by way of
Directors’ resolution.
(i)
Grant Mooney was paid $4,525 (plus superannuation)
as Chair of Remuneration Committee and $2,262
(plus superannuation) as a member of the Audit and
Risk Committee. Stephen Lowe was paid $4,525 (plus
superannuation) as Chair of Audit and Risk Committee
and $2,262 (plus superannuation) as a member of the
Remuneration Committee. Terry Stinson was paid $4,525
(plus superannuation) as a member of both the Remuneration
Committee and Audit and Risk Committee. Ola Rinnan was
paid $2,511 as a member of the Remuneration Committee.
Martin Phillips received $26,648 in airfare benefits
(including fringe benefits tax).
(ii)
Leave entitlements are the additional leave expense
accrued for annual and long-service leave entitlements
for the period.
(iii) Option and rights represent the fair value expensed for
the year ended 30 June 2024; for options issued to Mark
Thompson in November 2020; for options/performance rights
issued to Martin Phillips in September 2020, November and
December 2022; for options/performance rights issued to
Melissa Roberts in September 2021, December 2022 and
October 2023; for performance rights issued to the Chair
and Non-Executive Directors in November 2020.
(iv)
Part of Martin Phillips’ remuneration is paid through
Talga’s German subsidiary and hence due to tax equalisation
between Australia and Germany, Mr Phillips was paid a total
annual base salary and superannuation of $476,131 for the
2024 financial year.
(v)
Ola Rinnan’s Director fees includes $20,000 for
representation on the subsidiary Talga AB board.
45
Annual Report 2024
Short term benefits
Post-
employment
Long-term
benefits
2023
Salary
$
Directors
Fees
$
Other
(vi)
$
Leave
entitlement
(vii)
$
Super-
annuation
$
Long-
service
leave
(vii)
$
Subtotal
$
Options
and Rights
(viii)
$
Total
$
Value of
at risk
share-based
payment as
proportion
of remun-
eration
%
Terry
Stinson
Non-Executive
Chair
- 150,000
4,525
-
16,225
-
170,750
347,000
517,750
67%
Mark
Thompson
Managing
Director
411,981
-
15,000
37,746
25,296
37,641
527,664
1,652,000
2,179,664
76%
Grant
Mooney
Non-Executive
Director
-
66,364
6,787
-
7,681
-
80,832
289,167
369,999
78%
Stephen
Lowe
Non-Executive
Director
-
66,364
6,787
-
7,681
-
80,832
289,167
369,999
78%
Ola
Rinnan
Non-Executive
Director (x)
-
93,332
2,500
-
-
-
95,832
289,167
384,999
75%
Martin
Phillips
Chief Executive
Officer (ix)
427,472
-
52,215
47,187
25,296
17,552
569,722
526,921 1,096,643
48%
Melissa
Roberts
Chief Financial
Officer
353,355
-
45,000
33,282
25,296
955
457,888
588,348
1,046,236
56%
Total
1,192,808 376,060 132,814
118,215 107,475
56,148
1,983,520
3,981,770 5,965,290
46
Annual Report 2024
Notes: All Directors are paid under the terms agreed by way of
Directors’ resolution.
(vi)
Grant Mooney was paid $4,525 (plus superannuation)
as Chair of Remuneration Committee and $2,262
(plus superannuation) as a member of the Audit and
Risk Committee. Stephen Lowe was paid $4,525 (plus
superannuation) as Chair of Audit and Risk Committee
and $2,262 (plus superannuation) as a member of the
Remuneration Committee. Terry Stinson was paid $4,525
(plus superannuation) as a member of both the Remuneration
Committee and Audit and Risk Committee. Ola Rinnan was
paid $2,500 as a member of the Remuneration Committee.
Mark Thompson was paid a $15,000 STI bonus in the period
relating to a 2022 financial year project development
milestone. The $52,215 paid to Martin Phillips was for
$37,215 in fringe benefits (including fringe benefits tax)
and a $15,000 STI bonus in the period relating to a 2022
financial year project development milestone. Melissa
Roberts was paid a $45,000 STI bonus in the period relating
to a 2022 financial year corporate milestone.
(vii) Leave entitlements are the additional leave expense
accrued for annual and long-service leave entitlements for
the period.
(viii) Option and rights represent the fair value expensed for
the year ended 30 June 2023; for options issued to Mark
Thompson in November 2020; for options/performance rights
issued to Martin Phillips in October 2019, September 2020,
November and December 2022; for options/performance
rights issued to Melissa Roberts in September 2021 and
December 2022; for performance rights issued to the Chair
and Non-Executive Directors in November 2020. Options
and Rights expensed for Martin Phillips is the net after
including a reversal of shared based payments expense of
$1,122,000 which relates to 3,000,000 options that expired
unvested in the current year.
(ix)
Part of Martin Phillips’ remuneration is paid through
Talga’s German subsidiary and hence due to tax equalisation
between Australia and Germany, Mr Phillips was paid a total
annual base salary and superannuation of $452,768 for the
2023 financial year.
(x)
Ola Rinnan’s Director fees includes $20,000 for
representation on the subsidiary Talga AB board.
47
Annual Report 2024
Option, Right and Shareholdings of Directors and Officers
The number of options and performance rights over ordinary shares in Talga held by Key
Management Personnel of the Group during the financial year is as follows:
Key Management Personnel Options and Rights 2024
30 June 2024
Balance at
beginning of year
Granted as
remuneration
during the year
Exercised
during the year
Other changes
during the year
Balance at
end of year
(i)
Vested
during the year
Vested and
exercisable
Terry Stinson
600,000
-
-
-
600,000
-
-
Mark Thompson
4,000,000
-
-
-
4,000,000
-
-
Grant Mooney
500,000
-
-
-
500,000
-
-
Stephen Lowe
500,000
-
-
-
500,000
-
-
Ola Rinnan
500,000
-
-
-
500,000
-
-
Martin Phillips
2,500,000
-
-
-
2,500,000
500,000
500,000
Melissa Roberts
2,500,000
1,000,000
-
-
3,500,000
333,000
333,000
Number of securities
Vesting
Expiry Date
30 June 2024
Options
Performance
rights
Share price
30/11/23
$
Old date
New date
Condition
Old
New
Fair value
increase
$
Terry Stinson
600,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
6,000
Mark Thompson
4,000,000
-
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25 872,000
Grant Mooney
500,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
5,000
Stephen Lowe
500,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
5,000
Ola Rinnan
500,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
5,000
Martin Phillips
1,000,000
-
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
218,000
Melissa Roberts
2,000,000
-
1.00 30/11/23
31/12/24 Note (ii)
14/09/24
30/6/25
134,000
(i)
The following modifications were approved at a shareholders meeting on 30 November 2023:
Old vesting condition
(i)
Announcement by the Company on ASX market announcements
platform of the execution of binding documentation for
commercial financing of the development of the Vittangi
Anode Project of a production scale of at least that disclosed
in the pre feasibility study announced on 23 May 2019.
(ii)
Announcement by the Company on ASX market announcements
platform of the execution of binding documentation for
commercial financing of the development of the Vittangi
Anode Project of a production scale of at least that
disclosed in the detailed feasibility study announced on
1 July 2021.
New vesting condition
The Company obtaining project financing to enable a Final
Investment Decision for the first commercial Talnode®-C and / or
Talnode®-Si plant on or before 31 December 2024.
48
Annual Report 2024
The number of ordinary shares in Talga held by Key Management Personnel of the Group
during the financial year is as follows:
Key Management Personnel Shareholdings 2024
Key Management Personnel Shareholdings 2023
30 June 2024
Balance at
beginning of year
Granted as
remuneration
during the year
Issued on exercise
of options
during the year
Other changes
during the year
(i)
Balance at
end of year
Terry Stinson
177,372
-
-
30,000
207,372
Mark Thompson
14,382,174
-
-
30,000
14,412,174
Grant Mooney
-
-
-
-
-
Stephen Lowe
2,077,273
-
-
30,000
2,107,273
Ola Rinnan
-
-
-
-
-
Martin Phillips
729,950
-
-
-
729,950
Melissa Roberts
-
-
-
-
-
30 June 2023
Balance at
beginning of year
Granted as
remuneration
during the year
Issued on exercise
of options
during the year
Other changes
during the year
(i)
Balance at
end of year
Terry Stinson
175,554
-
-
1,818
177,372
Mark Thompson
14,354,901
-
-
27,273
14,382,174
Grant Mooney
-
-
-
-
-
Stephen Lowe
2,050,000
-
-
27,273
2,077,273
Ola Rinnan
-
-
-
-
-
Martin Phillips
229,950
-
500,000
-
729,950
Melissa Roberts
-
-
-
-
-
(i)
Issue of shares as a result of Share Purchase Plan allotment.
(i)
Issue of shares as a result of Share Purchase Plan allotment.
49
Annual Report 2024
Additional disclosures relating to options, performance rights and shares
The table below discloses the number of share options and performance rights as at 30 June
2024 granted to Key Management Personnel as remuneration as well as the number of options
that vested or lapsed during this year.
Share options do not carry any voting or dividend rights and can be exercised once the
vesting conditions have been met until their expiry date.
As at
30 June 2024
Grant date
Number of
options / rights
awarded
Fair value per
option / right at
award date (i)
$
Vesting
date
Exercise
price
$
Expiry date
No. vested
during this year
No. lapsed
during this year
Mark Thompson
12/11/2020
4,000,000
1.239
*
1.12 30/06/2025
-
-
Martin Phillips
24/09/2020
1,000,000
0.495
*
1.12 30/06/2025
-
-
Terry Stinson
12/11/2020
600,000
1.735
*
- 30/06/2025
-
-
Ola Rinnan
12/11/2020
500,000
1.735
*
- 30/06/2025
-
Stephen Lowe
12/11/2020
500,000
1.735
*
- 30/06/2025
-
Grant Mooney
12/11/2020
500,000
1.735
*
- 30/06/2025
-
Melissa Roberts
16/09/2021
2,000,000
0.696
*
2.16 30/06/2025
-
Martin Phillips
14/11/2022
1,000,000
1.390
*
-
31/12/2025
500,000
-
Martin Phillips
23/12/2022
500,000
1.430
*
-
31/12/2025
-
Melissa Roberts
23/12/2022
500,000
1.430
*
-
31/12/2025
-
Melissa Roberts (ii) 13/10/2023
1,000,000
1.120
*
-
varies
333,000
-
Number
Vesting date
Expiry date
333,000
30/06/2024 31/12/2024
333,000
30/06/2025 31/12/2025
334,000
30/06/2026 31/12/2026
*
Subject to vesting conditions
(i)
This represents original fair value per option/right. Refer to Key Management Personnel
Options and Rights 2024, table above, for any subsequent modification on the total fair
value of the award.
(ii)
Subject to Ms Roberts remaining an employee or otherwise engaged by the Company in the
role of CFO (or such other role as may be agreed between the Company and Melissa Roberts)
at all times until the Milestone Date, the Performance Rights will vest in three tranches at
fixed dates outlined to the right.
Share based payments
The following table summarises the value of options or rights granted, expensed,
and exercised during the financial year, in relation to options or rights granted to Key
Management Personnel as part of their remuneration.
Key Management Personnel
Granted in year
$
Value of options and rights
expensed during year
$
Value of options
exercised in year
$
Terry Stinson
-
156,664
-
Mark Thompson
-
651,339
-
Grant Mooney
-
130,554
-
Stephen Lowe
-
130,554
-
Ola Rinnan
-
130,554
-
Martin Phillips
-
486,057
-
Melissa Roberts
1,120,000
1,027,106
-
50
Annual Report 2024
Indemnification and insurance
of Directors and officers
The Group paid a premium of $202,435 (2023: $176,625) to insure Directors and officers
of the Group. The Directors and officers have indemnities in place with the Group whereby
the Company has agreed to indemnify the Directors and officers in respect of certain
liabilities incurred by the Director or officer while acting as a Director of the Group and to
insure the Director or officer against certain risks the Director or officer is exposed to as an
officer of the Group.
2024
2023
2022
2021
2020
Cash and cash equivalents ($)
14,095,223
38,226,375
13,012,565
52,497,518
5,074,819
Net assets ($)
40,228,747
56,984,362
26,647,577
55,097,074
7,242,381
Income ($)
1,584,952
1,993,900
664,580
3,518,060
1,192,230
Net loss after tax ($)
(38,256,533) (43,356,067) (36,799,320)
(19,893,911) (13,416,292)
Loss per share (cents per share)
(10.3)
(12.0)
(12.1)
(7.1)
(5.7)
Share Price ($)
0.58
1.48
1.02
1.33
0.58
Dividend ($)
-
-
-
-
-
Financial performance and financial position
As a mineral explorer and advanced material developer of functional graphene and graphite
enhanced products, the Group does not currently have any material operational revenue.
Other income during the year consisted of interest, IUK Grants and R&D refunds.
The financial results of the Group as at 30 June 2024 are:
Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst &
Young Australia, as part of the terms of its audit engagement agreement against claims by
third parties arising from the audit (for an unspecified amount). No payment has been made to
indemnify Ernst & Young Australia during or since the financial year.
51
Annual Report 2024
Mark Thompson
Managing Director
Perth, Western Australia
26 September 2024
Corporate governance
Auditor’s independence declaration
The auditor’s independence declaration for the year ended 30 June 2024 has been received
and immediately follows the Directors’ Report. There were $169,660 (2023: $107,039) fees
paid to Ernst and Young for non-audit services provided during the year ended 30 June
2024. The Directors are satisfied that the provisions of non-audit services during the
year is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001. The Directors are satisfied that the services disclosed did not
compromise the external auditor’s independence.
In recognising the need for the highest standards of corporate behaviour and accountability,
the Directors support and have adhered to principles of sound corporate governance.
The Board recognises the recommendations of the Australian Securities Exchange Corporate
Governance Council and considers that Talga is in compliance with those guidelines which
are of critical importance to the commercial operation and commensurate of an ASX listed
company of its size. During the financial year, shareholders continued to receive the benefit of
an efficient and cost-effective corporate governance policy for the Group.
This report is made in accordance with a resolution of the Directors.
52
Annual Report 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 1 of 1
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s independence declaration to the directors of Talga Group Ltd
As lead auditor for the audit of the financial report of Talga Group Ltd for the financial year ended 30
June 2024, I declare to the best of my knowledge and belief, there have been:
a.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b.
No contraventions of any applicable code of professional conduct in relation to the audit; and
c.
No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Talga Group Ltd and the entities it controlled during the financial year.
Ernst & Young
T S Hammond
Partner
26 September 2024
Auditor’s independence declaration
53
Annual Report 2024
Sustainability
and people
54
Annual Report 2024
We are determined to advance and set new benchmarks for sustainability in our industry.
This is best expressed in our goal of enabling the world’s most sustainable batteries and
consumer products. We aim to achieve this goal through development of low-carbon battery
materials and graphitic materials.
This report communicates our progress on our sustainability initiatives over the last
12 months (“Reporting Period”).
We are currently implementing a plan to meet both TCFD and ISSB standards and will
continue tracking the emerging sustainability reporting compliance requirements. During
the Reporting Period, IFRS released the first two sustainability reporting standards (S1 and
S2). Many jurisdictions, including Australia and the EU, have moved towards alignment with
IFRS standards.
In coming years, our European operations and entities will be expected to meet the
threshold of requirement to report in accordance with the European Sustainability
Reporting Standards (ESRS).
As an industry-leading anode and
battery materials company we see
sustainability as a purpose that threads
everything together.
55
Annual Report 2024
Governance
Talga Group has an established corporate governance
framework including corporate governance policies,
procedures, and charters with reference to the fourth edition
of the ASX Corporate Governance Council’s Principles and
Recommendations. This framework ensures transparent
business practices with adequate compliance policies which
prevent and minimise adverse impacts on the functioning
of public administration.
This framework outlines how we have embedded
sustainability in our corporate governance structure.
Talga Group Ltd Board
The Talga Group Board provides leadership at the highest
corporate level to address and resolve sustainability
challenges. The Board has accountability for Talga’s
long-term resilience with respect to potential shifts in the
business landscape that may result from climate change.
This is a TCFD and ISSB requirement. Responsibilities of
the Talga Group Board include:
— Providing oversight of climate-related risks and
opportunities impacting Talga Group.
— Providing oversight on risks and opportunities informed
through regular information solicited from interactions
with company management, the Sustainability Steering
Group, regulators and government bodies on climate
mitigation strategies.
— The Talga Group Board’s Sustainability
Representative supports management and Board
oversight of sustainability.
Sustainability Steering Group
The Sustainability Steering Group supports management
and oversight of sustainability in a focused and coordinated
way across the company. Responsibilities of the
Sustainability Steering Group include:
— Providing oversight and/or hands on development
of sustainability policies, standards and frameworks.
— Developing a systemised approach to
sustainability management.
— Providing operational oversight of implementation of
sustainability activities, including Talga’s Environmental
Management System (EMS).
— Forging close relationships with Sustainability Working
Groups and directing activities as appropriate.
Sustainability Working Groups
The Sustainability Working Groups champion the adoption
of the Sustainability Policy across Talga sites and create a
culture of sustainability at Talga sites.
Talga Group Ltd Board
Sustainability Steering Group
Sustainability Working Groups
Good governance is critical
to strong sustainability
performance
56
Annual Report 2024
ISO Certification
As part of our commitment to a broad quality assurance
program and globally recognised standards, Talga has
secured ISO certifications for our pilot production and
R&D facilities in Germany, the UK and Sweden.
Our EMS, which is implemented and maintained in
line with ISO 14001 covers safe use, management
and transport of chemicals, waste, and dust; safety
procedures for emergencies; ongoing monitoring and
auditing; and commitment and active support from
leadership. The EMS applies to our operations, as well as
contractors and subcontractors. We strive for continual
improvement with the EMS.
In addition, we are progressing ISO 27001 certification
which provides guidance for establishing, implementing,
maintaining and continually improving an information
security management system. We are also in the early
stages of aligning with ISO 2600, the international
standard for social responsibility.
Risk
Our Materiality Matrix, first created in 2022, plots out
significant economic, environmental, and social risks and
provides a holistic view of the relative significance of our
impacts and associated risks and opportunities in line with
the Global Reporting Initiative (GRI) framework.
We intend to update the Materiality Matrix with a focus on
risk profile and operational portfolio, and external factors
such as our regulatory environment, customer, supplier and
partner interests, local community and other stakeholder
interests, the views of ratings agencies and standards set by
emerging sustainability reporting initiatives.
Climate change risk
In developing our projects and operations, we have closely
considered the risk of climate change. This work assessed
the potential financial impact of these hazards on our
potential revenue, costs and overall value; analysed how
these scenarios could affect our operations, supply chain
and market demand; and assessed the feasibility, cost-
effectiveness and benefits of potential mitigation strategies.
The risk analysis found no major or fatal risks arising from
climate change.
Environment
Long term value
People and
communities
Influencing retailer
and end user
Responsible
sourcing
Community health
and safety
Reindeer
herd welfare
Indigenous rights
and relations
Grievance
mechanisms
Human rights
Training and
education
Employee health
and safety
Mine closure
Workforce
Sustainable packaging
and responsibility
Batery life cycle
and disposal
Environmental
stewardship
Zero waste
incl. effluents
Water use
Labour relations
Management of risk
Anti-corruption
Supply chain
influence
Supplier assessment
and procurement
Energy use
CO2 emissions
Business ethics
Decommissioning
Influence on Talga’s success
Importance to stakeholders
57
Annual Report 2024
Objective
Opportunity
Environment
Minimise environmental impact and
pollution of operations.
Implementation of Environmental and Social
Management Systems.
Minimise GHG/CO2 emissions.
Use of low-emission sources of energy.
Undertake climate action including
physical risk assessments.
Voluntary IFRS S2 reporting.
Explore innovation and circular economy
opportunities.
Partnership opportunities.
Develop Life Cycle Assessment
of products.
Life Cycle Assessments and R&D.
Achieve nature positive outcomes.
Develop nature positive outcomes for Vittangi
Anode Project.
People and
Communities
Support sustainable community
development.
Create positive health and wellbeing,
educational and employment outcomes.
Show leadership in mining
and supply chain human rights.
Positively influence entire value chain.
Zero harm to people.
Deliver industry-leading health and safety
performance and public health and
safety protection.
Long-term value
Ensure safe and sustainable
site operations.
Deliver industry-leading sustainability
performance.
Contribute to local employment and
workforce upskilling.
Maximise community employment and
upskilling opportunities.
Be a market leader in battery
anode industry.
Positively influence entire value chain.
Goals and objectives
Our broad ESG targets and objectives are informed by our
materiality assessment and ensure our business strategy
operationalises and embeds management of these material
issues throughout our business.
58
Annual Report 2024
Broad target
Our progress
Continue to develop our systems to the requirements of ISO 14001 and ISO 26000.
We aimed to achieve ISO 14001 certification for our German and UK facilities and alignment
with ISO 26000 across Talga during the 2023/2024 Reporting Period.
ISO 14001 achieved
Demonstrate alignment with ISO 26000 (Social Responsibility) during 2024/2025
Reporting Period.
ISO 26000 ongoing
Continue to use renewable energy in EVA Plant.
Achieved and ongoing
Undertake company-wide greenhouse gas emission inventory.
Ongoing
Implement a plan to meet TCFD standards.
Underway and updated
Implement a plan to meet IFRS S2 (climate related disclosures).
Underway and updated
Continue R&D and partnership building.
Ongoing
Map resource flows within our production processes to identify circular
economy opportunities.
Underway
Continue to explore R&D opportunities, undertake new product Life Cycle Assessments
and update existing assessments at appropriate times.
Achieved and ongoing
Work with the Swedish biodiversity accounting methodology (CLIMB).
Underway
Continue to build relationships and develop partnerships with local stakeholders.
Ongoing
Sponsor community development opportunities with our host communities.
Ongoing
Demonstrate best practice environmental and social management and assess value chain
for partnership opportunities.
Ongoing
Development of a holistic supply chain and governance strategy.
Underway
Make zero harm a priority and part of our culture. Implement best practice health and
safety management, and community and worker health and well-being programs.
Ongoing
Implement Safety Management Standard and Framework and staff training. We aimed to
achieve ISO 45001 certification (health and safety management system) across our EVA
plant, Luleå office, Stockholm office, German facility and UK facility during the 2023/2024
Reporting Period.
ISO 45001 achieved
Continue to investigate the development of community training and development
programs.
Achieved and ongoing
Supply battery industry with locally sourced, low greenhouse gas emission battery
anode material.
Ongoing
We remain focused on continual improvement, exploring
opportunities and finding tangible solutions to help us
achieve our goals in 2025.
59
Annual Report 2024
Carbon emissions
We recognise the effects of climate change and accept the
Intergovernmental Panel on Climate Change’s evaluation
of climate science. We endorse the Paris Agreement’s goal
to keep global warming well under 2 degrees above pre-
industrial levels. This recognition is acknowledged in our
Environmental Policy, which clarifies our commitment to set
greenhouse gas emission reduction targets that support the
goals of the Paris Agreement.
Our anode materials will play a crucial role in the worldwide
green transition, aligning with Sweden’s pledge to achieve
net zero emissions by 2045.
Furthermore, our project will establish an eco-friendly,
economically beneficial, and socially positive new industry
in northern Sweden. We have closely considered the risk
of climate change to our projects. These risks have been
summarised on page 37.
Our anode materials will
play a crucial role in the
worldwide green transition
In order to quantify the impact of our operations and
products, we conduct life cycle assessments in line with
global best practice and account for scope 1 to 3 emissions.
We are currently designing systems for data collection which
will be used during commercial production of Talnode®-C.
During the Reporting Period, we released a Life Cycle
Assessment based on industry data and modelled inputs
which demonstrated production of Talnode®-C has 92% less
greenhouse gas emissions than existing synthetic EV anode
material imported into Europe.
At our Battery Centre of Excellence in Cambridge, UK, our
research and development team is committed to making
sustainability improvements in developing next generation
battery materials.
Polestar 0 project
We are proud to support sustainability and reduction
of greenhouse gases through innovative research and
development into next-generation battery materials.
Talga and Swedish EV marker Polestar entered into a
binding research agreement to develop anode material
for the Polestar 0 project.
This project is Polestar’s
ambitious moonshot to
develop a climate-neutral
production car by 20301.
Under the Agreement, Talga and Polestar will collaborate
and conduct research on the development of new
anode material.
1
This climate-neutral target has been set by Polestar in relation to Polestar’s operations and activities only. It has not been adopted by Talga.
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Achieving positive
biodiversity outcomes
We acknowledge that our activities have the potential to
impact biodiversity and we are committed to take proactive
measures across our entire operations to avoid, lessen or
offset any impacts.
Our Environment Policy outlines our objective to minimise
any adverse impacts on the environment and capitalise on
commercial opportunities to have positive impacts on the
environment as a result of our business activities. In order
to achieve this objective, we commit to contribute to the
conservation of biodiversity and integrated approaches to
land-use planning.
As a member of Svemin and the Swedish mining and
minerals industry, we have adopted the goal of contributing
to a biodiversity net gain by 2030 in all regions where mining
and minerals operations and prospecting take place. To
this end, we will invest in innovative solutions for achieving
sustainable land use in harmony with nature.
Project design
Our operations and projects – from our mining activities to
downstream anode production – are designed to minimise
any impact on biodiversity.
The Nunasvaara South mine site will avoid impacts on high
value biodiversity areas, which will be protected during and
after our mining operations. These design choices reduce the
possibility of impact on the downstream Natura 2000 area,
which contributed to Talga being granted an environmental
and Natura 2000 permit in April 2023.
Offsets
We are committed to identifying and implementing
biodiversity offsets (also called compensation measures) to
result in at least a net 15% increase in biodiversity value. This
will be calculated through CLIMB, a methodology to evaluate
biodiversity in a transparent and comparable way.
We are actively looking for suitable areas for these offsets
near the Nunasvaara South mine. These areas may include
forest restoration areas or areas which have disposed
forestry material.
In Luleå, we have engaged Ecogain to draw up an
implementation plan for the ecological compensation for
the impact from the Luleå Anode Refinery. This plan is being
created in consultation with Luleå Municipality and the
Norrbotten County Administrative Board.
Rehabilitation
During the Reporting Period we completed finalisation of a
rehabilitation program for the 2022/2023 Niska Trial Mine,
including a positive inspection by Kiruna Municipality and
local Sami reindeer herding cooperatives. We submitted a
report to Mining with Nature, a Swedish mining industry
program, as part of our commitment to the goal of a net gain
in biodiversity at our operations.
We are proud to be participants in the Waste2Place project.
This Vinnova-funded project aims to create long-term stable
landforms to help to deliver land previously used for mining
back to nature and people. We view the Waste2Place project
as an important part of our closure plans and future
post-mining outcomes.
We commit to contribute
to the conservation
of biodiversity and
integrated approaches
to land-use planning
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Annual Report 2024
Rehabilitation with re:moss
We are proud to be
a partner in re:moss,
a research project
that employs moss
to accelerate the
restoration of natural
ecosystems following
impacts from mining.
The project will take place at the Niska trial mine sites.
When rehabilitating mining activity, moss can help
create the right conditions for other vegetation to
establish faster. Mosses form a protective layer on a
substrate that prevents erosion, thus reducing dust
formation and helping the soil to stay healthy. Mosses
are well adapted to harsh environments and conditions,
do not compete with other vegetation, and create a
natural foundation for other plants to build upon.
It is hoped the re:moss project could create new tools for
mining companies to use in their rehabilitation toolkits
and help develop more sustainable mining practices.
The project financed by the Swedish Innovation
Agency, Vinnova, and mining industry actors. The
project will run until June 2025.
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Annual Report 2024
Protecting water
resources
We are committed to responsible stewardship of the water
resources within our operations.
To achieve the objectives of our Environment Policy, we
commit to recycle and reuse water, investigate and minimise
risks to water and treat excess water prior to discharge.
Our operations are designed to minimise and mitigate any
potential impacts on the area’s water resources.
Vittangi Graphite Mine
Our mining operation has been carefully designed to
minimise any potential impact on local water resources. All
activities lie within a catchment area that drains towards
Hosiojärvi Lake, which drains via the eastern creek to the
Torne River.
We will ensure all water in the area is collected and purified.
Process water will be recirculated within the project to the
extent possible. When process water cannot be recirculated,
it will be purified. The water quality of outgoing water from
the treatment plants will be checked regularly.
Sampling has been carried out in the Torne River both
upstream and downstream since 2018. The recipient
assessment shows that the project will not cause any impact
on water quality in the Torne River.
Luleå Anode Refinery
The Luleå Anode Refinery emits clean treated process
wastewater which is purified and conforms with all
regulatory requirements. Purification removes more than
99.8% of metal content in the water before being discharged
together with the cooling water to Luleå River. Using a
recipient model, we have assessed that these emissions will
have an insignificant impact on the recipient with the set
permit conditions.
Ongoing monitoring in
northern Sweden
Following our trial mining operation in 2015/2016
and 2022/2023, we have conducted an ongoing
groundwater monitoring campaign in the area.
The environmental
team has over 20
regular sample
locations and collects
data at multiple times
throughout the year.
This work provides valuable data on how groundwater
levels and content changes over the seasons, providing
valuable baseline data which can be used when
mitigating any potential impacts.
We commit to recycle and
reuse water, investigate
and minimise risks to
water and treat excess
water prior to discharge
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Annual Report 2024
Circularity
Research and development for
battery material circularity
At Talga’s Battery
Centre of Excellence
in Cambridge, UK, the
R&D team is progressing
several projects to
increase circularity for
battery materials.
This includes research into a novel way to produce silicon
anode material using in-situ silicates from our Swedish
natural graphite ore, as well as the use of graphene
from recycled sources as a potential additional carbon
feedstock for the production of Talnode®-Si. These
projects are partly funded by the UK Government through
the Automotive Transformation Fund (ATF), administered
by the Advanced Propulsion Centre UK (APC).
The R&D team are also working on multiple programs to
recycle both spent graphite anode and production scrap
back into anode material for lithium-ion batteries. This is
part of ongoing work into commercialisation of Talnode®-C
Recycled Series which will support expansion plans and
complement Talnode®-C production from the Vittangi
Anode Project.
If properly scaled, these innovative production streams could
enable new commercial opportunities in the production of
anode materials essential for the green transition.
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Annual Report 2024
Social
We are committed to the development of our host
communities, the human rights of employees and
communities affected by our activities, and minimisation
of any adverse impacts.
Our Social Performance Policy outlines our objective
to positively contribute to the social and economic
development of our host countries and communities,
develop and promote respectful and productive
relationships with stakeholders, and capitalise on
commercial opportunities to benefit people as a result of our
business activities.
In order to achieve this objective, we commit to meaningful
engagement with our host communities, work proactively
with stakeholders to identify and avoid or minimise social
risks and impacts associated with our activities, and provide
our local stakeholders with access to effective mechanisms
for resolving grievances.
We are committed to providing opportunities for the
communities we operate within, through both employment
directly with Talga and other business opportunities. We
recruit labour and source materials locally whenever feasible.
We maintain ongoing engagement within the communities
in which we operate and communicate, including local
residents, politicians and interest groups. We communicate
openly, transparently and consistently via a range of
channels, including direct dialogue with neighbouring
community members, newsletters, advertisements and
participation in local events.
Local engagement in northern Sweden
3
years at Kiruna Fair
4
open houses in Vittangi
11
newsletters communicating regular news & updates
We are committed to
providing opportunities
for the communities we
operate within
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Annual Report 2024
In northern Sweden, this year we joined Kiruna Växer, a
local network with the ambition to create a strong and
vibrant Kiruna with greater capacity to attract labour and
competence. We are also proud to continue our annual
sponsorship of Vittangi Sports Club, Kiruna Budo Club and
Hertsö Ridklubb.
In Rudolstadt, Germany, we supported a local charitable
initiative to provide traffic awareness training for young
children aged six to ten. Our support made it possible for
30 children to have traffic awareness training. We also
committed 5kg of graphite powder to an artist during the
third International Iron Casting Project, which brings together
artists to build a bridge between cultures.
To address any potential community concerns effectively,
we have established a Grievance Mechanism. This mechanism
provides a structured way for stakeholders to voice their
concerns and for Talga to resolve issues in a timely and
effective manner. It is designed to handle both positive and
negative feedback or complaints, ensuring that all community
voices are heard and considered. The Grievance Mechanism
is accessible through our website, offering various contact
points and reasonable timeframes for issue resolution.
Social Impact Assessment and Human
Rights Impact Assessment
We have engaged independent consultant Ramboll
to conduct a Social Impact Assessment (SIA)
including the development of a Human Rights Impact
Assessment (HRIA) for both the Vittangi Graphite Mine
and the Luleå Anode Refinery.
The SIA will ensure
that all potential social
impacts are identified,
mitigated, managed,
and can be addressed.
The SIA will assist in dialogues with affected
Indigenous peoples seeking to work together to
identify, mitigate and manage any social and human
rights impacts as well as any impacts on cultural
heritage or livelihoods.
Human rights of concern which could be impacted in
a material way have been scoped in to be investigated
further in the HRIA. Rightsholders were identified
based on a review of relevant documentation and
engagement conducted during site visits to Vittangi,
Kiruna, and Luleå. Key rightsholders include affected
Sami, ethnic minorities, and communities in the areas
surrounding the Vittangi Anode Project.
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Annual Report 2024
1
Indigenous Peoples is recognized by Talga in accordance with Performance standard 7 Indigenous Peoples (IFC 2012) as a distinct social and cultural
group possessing the following characteristics in varying degrees: Self-identification as members of a distinct indigenous cultural group and recognition of
this identity by others; Collective attachment to geographically distinct habitats or ancestral territories in the project area and to the natural resources
in these habitats and territories; Customary cultural, economic, social, or political institutions that are separate from those of the mainstream society or
culture; or A distinct language or dialect, often different from the official language or languages of the country or region in which they reside.
Indigenous Peoples
We recognise the individual and collective rights and
interests of Indigenous Peoples1 consistent with the United
Nations Declaration on the Rights of Indigenous Peoples.
We recognise that Indigenous Peoples have connections
to, and identify with, lands and waters and that these
connections are tied to their physical, spiritual, cultural and
economic well-being.
This is further detailed in our Indigenous Peoples
Recognition Statement which is viewable at talgagroup.com
We are seeking to lay the foundations with identified
Indigenous stakeholders through dialogue to enter
negotiations and agreement-making relating to an
Indigenous Peoples Plan.
During the year, we appointed a fulltime and local Social
Sustainability Coordinator for Indigenous groups. This
role is responsible for developing and maintaining strong
relationships with local Indigenous groups and affiliated
community organisations; providing advice and support on
matters relating to community consultation and Indigenous
affairs; building organisational capacity to foster increased
cultural competency and awareness; evaluating a range
of opportunities to ensure that Indigenous engagement
programs provide a recognition of community expectations;
as well as monitoring and evaluating progress.
We continued to seek dialogue and build relations with
Indigenous Peoples affected by the Vittangi Anode Project.
Near Vittangi, these include Talma sameby, Gabna sameby
and Tornedalians. Our engagement has covered various
project development activities such as reindeer herding
assessments, workplans for drilling and geophysics, permits
for trial mining activities, permits for exploration activities,
and agreements.
Indigenous Peoples Plan
We have committed to the creation of an Indigenous
Peoples Plan (IPP), which will be further investigated
and confirmed during the next SIA phase. This plan will
encompass Talma sameby, Gabna sameby, Gällivare
sameby, Saarivuoma sameby and Tornedalians. The
development of the IPP will involve seven phases:
— Understanding and benchmarking;
— Local needs assessment involving;
— Primary data gathering;
— Participation and engagement;
— IPP development;
— Implementation and monitoring;
— Collaboration and partnerships; and
— Review and adaptation.
The Luleå Anode Refinery is situated on Gällivare Sameby
reindeer herding land, with potential impacts on their lands
and their form of reindeer herding. We continue to undertake
dialogue and build relations with Gällivare Sameby.
We are seeking to lay the
foundations with identified
Indigenous stakeholders
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Annual Report 2024
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Annual Report 2024
Our team
We aim to attract, nurture and retain high-quality team
members who are dedicated to helping us with our mission
of enabling the world’s most sustainable batteries.
We value:
We are committed to
providing our employees a
work environment where
they thrive and develop
Equality
Health and safety
Diversity and inclusion
17
nationalities
46.5%
53.5%
4
different countries
Sweden, UK, Germany and Australia
71
employees
men
women
across engineering, mining, research and development,
quality assurance, community engagement,
environmental monitoring, product development and
corporate affairs
We recognises how a varied talent pool enhances
performance and makes goals more achievable.
Health and safety is a foundational principle embedded
across our operations. We promote a healthy work-life
balance and implement wellbeing benefits, as well as
maintain agreements with occupational health care
providers to safeguard our employees’ welfare.
We are a signatory to a declaration of intent for equal
industry in northern Sweden. This declaration promotes
sustainable and equal social development for both
women and men.
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Annual Report 2024
Through our Work Environment Policy, we are committed
to providing our employees a work environment where
they thrive and develop. We treat all stakeholders equitably
and promote a culture of coaching, development, and a
harassment-free workplace.
Our leadership program aims to develop our managers
and create a robust leadership culture. We conduct team
wellness and health competitions that encourage movement
and teamwork. The effectiveness of these activities and
the sentiment of our broader team culture are measured
through a yearly employee survey.
We are committed to providing our employees a work
environment where no one suffers from ill health or is
harmed because of their work.
Vocational training
We are committed
to fostering talent
and innovation within
the minerals and
battery industries, and
supporting the region’s
transition to a sustainable
energy future.
During the Reporting Period, we secured ISO 45001
certification for our pilot production and R&D facilities in
Germany, UK and Sweden. ISO 45001 specifies requirements
for an occupational health and safety management system
and provides a framework for organisations to manage risks
and improve performance. We are continuing to develop
this management system to provide functional support in
current and future operations.
We conducted basic health and safety training for managers
to create a common platform and develop Talga’s health and
safety culture. This culture is benchmarked against practical
experience from equivalent production facilities.
We are aligned with and exceed the International
Labour Organisation’s Fundamental Conventions. These
conventions address issues of forced labour, freedom of
associations, equal remuneration, discrimination, child labour
and occupational safety and health.
We are proud to support the following vocational
training initiatives:
— Post-secondary industry education at Campus
Härnösand, Västernorrland County, Sweden. This
initiative aims to upskill the workforce for the battery
value chain from materials to battery manufacturing,
automation and end-of-life.
— Higher vocational training at an Industry campus
in Luleå. The training lasts 20 weeks for process
operators and 2 years for laboratory technicians. We
will be on the educational management team.
— Higher vocational training with KYH (higher
vocational education provider) in Gällivare for Process
Technicians. The training lasts 1.5 years and qualifies
people to work with digital and smart automation
and maintenance systems for monitoring, regulation,
reliability and troubleshooting.
— BASE, a Swedish national Centre of Excellence
for battery research, encompassing post graduate
student training, industry lead research programs
and regular seminars and workshops to provide the
students with industry expertise. We are an industry
member of the centre. Further R&D programs are
envisioned focusing on advanced battery applications
during the project. Intended topics include high-rate
batteries and bio-based binder developments.
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Annual Report 2024
Talga Group Executive Leadership Team
Martin Phillips
Chief Executive Officer
Eva Pijnenburg
Director People
and Culture, Health
and Safety
Peter French
Environmental and
Community Manager
Melissa Roberts
Chief Financial Officer
25+ years of global metals and mining experience.
20+ years of experience in the global resources
industry across corporate and commercial roles.
Per-Inge Kruse
Group Director of
Business Development
and Strategic Alliances
Dr Anna Motta
Chief Technology Officer
20+ years of experience in sales, business
development and strategic alliances across the
automotive and marine industries.
20+ years of expertise in carbon nanomaterials
and extensive experience in managing R&D programs.
20+ years experience across a range of HR
management and recruitment consultancy positions.
25+ years of experience around environmental work
in the mining and industrial sector.
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Annual Report 2024
I love my job because
everyone shares the
same vision and is
dedicated to the mission.
This creates a family
environment where
everybody is there
for each other.
Dr Karanveer S. Aneja
R&D Manager
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Annual Report 2024
Consolidated statement of profit or loss and other
comprehensive income
for the year ended 30 June 2024
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
Notes
2024
$
2023
$
Revenues from ordinary activities
2
225,405
279,572
Other Income
2
1,359,547
1,714,328
Expenses
Administration expenses
(5,066,365)
(5,140,842)
Compliance and regulatory expenses
(2,610,677)
(4,796,270)
Depreciation expense
(3,308,564)
(3,753,750)
Employee benefits expenses and Directors Fees
(4,265,270)
(3,917,088)
Exploration, evaluation and exploitation expenditure
(3,549,770)
(7,075,994)
Trial mine and anode production
(11,789,149)
(11,805,665)
Operations – Test Facility, Research & Product Development
(5,579,509)
(4,334,680)
FX realised and unrealised gain / (loss)
30,705
(451,476)
Share based payments
26
(3,702,886)
(4,074,202)
(Loss) before income tax expense
(38,256,533)
(43,356,067)
Income tax expense
3
-
-
Net (loss) attributable to members of the parent entity
(38,256,533)
(43,356,067)
Other comprehensive income / (loss)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
(1,086,638)
555,678
Total other comprehensive (loss) / income for the year
(1,086,638)
555,678
Total comprehensive (loss) for the year
(39,343,171)
(42,800,388)
Total comprehensive (loss) attributable to members of the
parent entity
(39,343,171)
(42,800,388)
Basic loss per share (cents per share)
16
(10.28)
(12.00)
Diluted loss per share (cents per share)
16
(10.28)
(12.00)
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Annual Report 2024
Consolidated statement of financial position
for the year ended 30 June 2024
Notes
2024
$
2023
$
Current assets
Cash and cash equivalents
4
14,095,223
38,226,375
Trade and other receivables
5
1,026,201
2,516,243
Prepayments
7
745,019
687,970
Total current assets
15,866,443
41,430,588
Non-current assets
Other receivables
6
292,914
568,608
Property, plant and equipment
8
28,295,106
20,714,979
Right of use assets
9
1,386,071
2,303,006
Exploration and evaluation acquisition costs
255,473
132,022
Total non-current assets
30,229,564
23,718,615
Total assets
46,096,007
65,149,203
Current liabilities
Lease liability
9
602,221
801,411
Trade and other payables
10
3,035,082
4,818,877
Provisions
11
1,391,160
978,791
Total current liabilities
5,028,463
6,599,079
Non-current liabilities
Lease liability
9
838,797
1,565,762
Total non-current liabilities
838,797
1,565,762
Total liabilities
5,867,260
8,164,841
Net assets
40,228,747
56,984,362
Equity
Issued capital
12
222,319,166
203,434,497
Reserves
13
22,495,330
19,879,082
Accumulated losses
14
(204,585,750)
(166,329,217)
Total equity
40,228,747
56,984,362
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
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Annual Report 2024
Issued
Capital
$
Accumulated
Losses
$
Reserves
$
Total
$
At 1 July 2022
133,472,526
(122,973,151)
16,148,202
26,647,577
Comprehensive income
Loss after income tax for the year
-
(43,356,066)
-
(43,356,066)
Exchange differences on translation
of foreign operations
-
-
555,678
555,678
Total comprehensive income / (loss)
for the year
-
(43,356,066)
555,678
(42,800,388)
Transactions with owners in their
capacity as owners
Issue of share capital
72,288,201
-
-
72,288,201
Capital raising costs
(3,225,230)
-
-
(3,225,230)
Share based compensation
899,000
-
3,175,202
4,074,202
At 30 June 2023
203,434,497
(166,329,217)
19,879,082
56,984,362
Consolidated statement of changes in equity
for the year ended 30 June 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
At 1 July 2023
203,434,497
(166,329,217)
19,879,082
56,984,362
Comprehensive income
Loss after income tax for the year
-
(38,256,533)
-
(38,256,533)
Exchange differences on translation
of foreign operations
-
-
(1,086,638)
(1,086,638)
Total comprehensive income / (loss)
for the year
-
(38,256,533)
(1,086,638)
(39,343,171)
Transactions with owners in their
capacity as owners
Issue of share capital
19,000,000
-
-
19,000,000
Capital raising costs
(115,330)
-
-
(115,330)
Share based compensation
-
-
3,702,886
3,702,886
At 30 June 2024
222,319,167
(204,585,750)
22,495,330
40,228,747
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Annual Report 2024
Notes
2024
$
2023
$
Cash flows from operating activities
Receipts from Customers
220,569
279,110
Payments for exploration, evaluation & exploitation, trial mine
and anode production
(17,813,593)
(22,633,676)
Payments to suppliers, contractors and employees
(9,524,272)
(9,596,155)
German and UK Operations including R&D
(5,617,521)
(5,560,794)
Proceeds from exploration Earn-in Agreement
120,120
-
Interest received
646,312
583,700
Interest paid on leases
(90,065)
(90,681)
Other income – grants
391,952
771,234
Net cash flows (used in) operating activities
15
(31,666,498)
(36,247,262)
Cash flows from investing activities
Purchase of plant and equipment
(10,447,000)
(6,394,582)
Security Bonds refunded
296,971
(20,900)
Net cash (used in) investing activities
(10,150,029)
(6,415,482)
Cash flows from financing activities
Proceeds from issue of securities
19,000,000
72,109,679
Payment for costs of issue of securities
(79,000)
(3,131,249)
Lease payments
(1,226,571)
(1,122,737)
Net cash flows (used in) / from financing activities
17,694,429
67,855,693
Net (decrease) / increase in cash and cash equivalents
(24,122,098)
25,192,949
Cash and cash equivalents at the beginning of the financial year
38,226,375
13,012,565
Net foreign exchange differences
(9,054)
20,861
Cash and cash equivalents at the end of the financial year
4
14,095,223
38,226,375
Consolidated statement of cash flows
for the year ended 30 June 2024
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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Annual Report 2024
Notes to the consolidated financial statements
for the year ended 30 June 2024
1.
Material accounting policy information
The financial report is a general purpose financial report
that has been prepared in accordance with Australian
Accounting Standards including Australian Accounting
Interpretations, other authoritative pronouncements
of the Australian Accounting Standards Board and the
Corporations Act 2001. The financial report of the Group
complies with all International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards
Board in their entirety.
The financial report covers the parent Talga Group Ltd and
Controlled Entities (the “Group”). Talga Group Ltd is a for
profit public company, incorporated and domiciled in Australia.
The financial report has been prepared on an accruals basis
and is based on historical cost. Cost is based on the fair
values of the consideration given in exchange for assets.
Going concern
The Directors have prepared the financial statements on
a going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and
extinguishment of liabilities in the ordinary course of business.
The Group had cash and cash equivalents of $14.1 million
(2023: $38.2 million) and net current assets of $10.8 million
(2023: $34.8 million) as at 30 June 2024. The Group made a
net loss of $39.3 million (2023: $42.8 million) and has incurred
net operating and investing cash outflows of $31.7 million
(2023: $36.2 million) for the year ended 30 June 2024.
The Directors acknowledge, having regard to the Group’s
cashflow forecast for the 15-month period ended 30
September 2025, that further funding, in addition to the
funds already raised subsequent to 30 June 2024, in the
form of debt and/or equity raisings will be required in order
to progress the Group’s planned objectives, including the
development of the Vittangi Anode Project.
The Directors consider there is a reasonable basis to
conclude that further funds can be raised as and when
required having regard to the following pertinent matters:
i.
Subsequent to 30 June 2024, the Group completed
capital raising activities totalling approximately $18
million (net of costs, ASX: TLG 29 July 2024 and 29
August 2024) to fund pre-execution activities during
final stages of Vittangi Anode Project development
and execution readiness ahead of Final Investment
Decision; progression of expansion studies; progression
of the SQM lithium JV; and general working capital
including project funding transaction costs.
ii.
In addition, the Group made a non-renounceable pro
rata bonus issue of unquoted options on the basis of
one option for every eight shares held on the Record
Date (6 September 2024) via the launch of the Loyalty
Options Prospectus (ASX: TLG 2 September 2024).
Options are exercisable up to 13 September 2025 at
$0.55 per share. The Group expects that at least a
portion of these options may be exercised prior to
the expiry date, which will contribute to the Group’s
funding over that period.
iii. Based on the strong support for the Group’s recent
capital raisings, the Directors believe that further
capital can be raised during the period if required to
fund activities.
As at the date of this report, the Directors are satisfied that
there is a reasonable basis that the Group will be able to
achieve the matters set out above, including the securing
of funding for the Vittangi Anode Project, and thus it is
appropriate to prepare the financial statements on a going
concern basis.
If, however the Group is unable to achieve these matters,
then there is a material uncertainty that may cast significant
doubt on whether the Group will continue as a going
concern and therefore whether it will realise its assets and
discharge its liabilities in the normal course of business and
at the amounts stated in the financial statements.
The financial statements do not include any adjustments
relating to the recoverability or classification of recorded
asset amounts, nor the amounts or classification of liabilities
that might be necessary should the Group not be able to
continue as a going concern.
The following is a summary of the material accounting
policies adopted by the Group in the preparation of
the financial report. The accounting policies have been
consistently applied, unless otherwise stated.
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Annual Report 2024
a. Business combinations
Business combinations occur where an acquirer obtains
control over one or more businesses and results in the
consolidation of its assets and liabilities.
A business combination is accounted for by applying
the acquisition method, unless it is a combination
involving entities or businesses under common control.
The acquisition method requires that for each business
combination one of the combining entities must be
identified as the acquirer (i.e., parent entity). The business
combination will be accounted for as at the acquisition date,
which is the date that control over the acquiree is obtained
by the parent entity. At this date, the parent shall recognise,
in the consolidated accounts, and subject to certain limited
exceptions, the fair value of the identifiable assets acquired,
and liabilities assumed. In addition, contingent liabilities of
the acquiree will be recognised where a present obligation
has been incurred and its fair value can be reliably measured.
The acquisition may result in the recognition of goodwill
or a gain from a bargain purchase. The method adopted
for the measurement of goodwill will impact on the
measurement of any non-controlling interest to be
recognised in the acquiree where less than 100% ownership
interest is held in the acquiree.
The acquisition date fair value of the consideration
transferred for a business combination plus the acquisition
date fair value of any previously held equity interest shall
form the cost of the investment in the separate financial
statements. Consideration may comprise the sum of the
assets transferred by the acquirer, liabilities incurred by the
acquirer to the former owners of the acquiree and the equity
interests issued by the acquirer.
Fair value uplifts in the value of pre-existing equity holdings
are taken to the statement of comprehensive income. Where
changes in the value of such equity holdings had previously
been recognised in other comprehensive income, such
amounts are recycled to profit or loss.
Included in the measurement of consideration transferred
is any asset or liability resulting from a contingent
consideration arrangement. Any obligation incurred relating
to contingent consideration is classified as either a financial
liability or equity instrument, depending upon the nature
of the arrangement. Rights to refunds of consideration
previously paid are recognised as a receivable. Subsequent
to initial recognition, contingent consideration classified as
equity is not re-measured and its subsequent settlement
is accounted for within equity. Contingent consideration
classified as an asset or a liability is re-measured each
reporting period to fair value through the statement of
comprehensive income unless the change in value can be
identified as existing at acquisition date.
All transaction costs incurred in relation to the business
combination are expensed to the profit or loss.
b. Exploration, evaluation and
development expenditure
Exploration and evaluation costs are written off in the year
they are incurred. Costs of acquisition are capitalised to
areas of interest and carried forward where right of tenure
of the area of interest is current and they are expected to
be recouped through sale or successful development and
exploitation of the area of interest or, where exploration
and evaluation activities in the area of interest have not yet
reached a stage that permits reasonable assessment of the
existence of economically recoverable reserves.
When an area of interest is abandoned, or the Directors
decide that it is not commercial, any accumulated
acquisition costs in respect of that area are written off
in the financial period the decision is made. Each area of
interest is also reviewed at the end of each accounting
period and accumulated acquisition costs written off
to the extent that they will not be recoverable in the
future. Where projects have advanced to the stage that
Directors have made a decision to mine, they are classified
as development properties. When further development
expenditure is incurred in respect of a development
property, such expenditure is carried forward as part of the
cost of that development property only when substantial
future economic benefits are established. Otherwise, such
expenditure is classified as part of the cost of production or
written off where production has not commenced.
c. Plant and equipment
Plant and equipment are initially recognised at acquisition
cost (including any costs directly attributable to bringing
the assets to the location and condition necessary for it
to be capable of operating in the manner intended by the
Group’s management) and subsequently measured using
the cost model (cost less subsequent depreciation and
impairment losses).
Depreciation is calculated on either the straight-line basis or
diminishing value basis over their useful lives to the Group
commencing from the time the asset is held ready for use.
The following useful lives are applied:
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Annual Report 2024
Operating Equipment:
3–20 years
Office equipment:
1–15 years
Vehicles:
5–8 years
Buildings:
10–40 years
Material residual value estimates and estimates of useful
life are updated as required, but at least annually. Gains or
losses arising on the disposal of plant and equipment are
determined as the difference between the disposal proceeds
and the carrying amount of the assets and are recognised in
profit or loss within other income or other expenses.
d. Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions
of the financial instrument. Financial instruments (except
for trade receivables) are measured initially at fair value
adjusted by transaction costs, except for those carried at
‘fair value through profit or loss’, in which case transaction
costs are expensed to profit or loss. Where available, quoted
prices in an active market are used to determine the fair
value. In other circumstances, valuation techniques are
adopted. Subsequent measurement of financial assets and
financial liabilities are described below.
Trade receivables are initially measured at the transaction
price if the receivables do not contain a significant financing
component in accordance with AASB 15.
Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire,
or when the financial asset and all substantial risks and
rewards are transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expired.
Classification and measurement
Financial assets
Except for those trade receivables that do not contain a
significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial
assets are initially measured at fair value adjusted for
transaction costs (where applicable).
For the purpose of subsequent measurement, financial
assets other than those designated and effective as hedging
instruments are classified into the following categories upon
initial recognition:
— amortised cost;
— fair value through other comprehensive income
(FVOCI); and
— fair value through profit or loss (FVPL).
Classifications are determined by both:
— the contractual cash flow characteristics of the
financial assets; and
— the Group’s business model for managing the
financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the
assets meet with the following conditions (and are not
designated as FVPL):
— they are held within a business model whose objective
is to hold the financial assets and collect its contractual
cash flows; and
— the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are measured at amortised
cost using the effective interest method. Discounting is
omitted where the effect of discounting is immaterial. The
Group’s cash and cash equivalents, trade and most other
receivables fall into this category of financial instruments.
Financial assets at fair value through other
comprehensive income
The Group measures debt instruments at fair value through
OCI if both of the following conditions are met:
— the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments
of principal and interest on the principal amount
outstanding; and
— the financial asset is held within a business model with
the objective of both holding to collect contractual cash
flows and selling the financial asset.
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.
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Annual Report 2024
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.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include
financial assets held for trading, financial assets designated
upon initial recognition at fair value through profit or loss or
financial assets mandatorily required to be measured at fair
value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing
in the near term.
Financial liabilities
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.
Financial liabilities are initially measured at fair value, and,
where applicable, adjusted for transaction costs unless the
Group designated a financial liability at fair value through
profit or loss.
Subsequently, financial liabilities are measured at amortised
cost using the effective interest method except for
derivatives and financial liabilities designated at FVPL, which
are carried subsequently at fair value with gains or losses
recognised in profit or loss. All interest-related charges and,
if applicable, gains and losses arising on changes in fair value
are recognised in profit or loss.
Impairment
The Group assesses on a forward-looking basis the
expected credit loss associated with its debt instruments
carried at amortised cost and FVOCI. The impairment
methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the
Group applies the simplified approach permitted by AASB
9, which requires expected lifetime losses to be recognised
from initial recognition of the receivables.
e. Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits
held at call with banks, other short-term highly liquid
investments with original maturities of three months or
less, and bank overdrafts. Bank overdrafts are shown within
financial liabilities in current liabilities on the Statement of
Financial Position.
f. Trade and other receivables
Trade and other receivables are amounts due from
customers for goods sold or services performed in the
ordinary course of business. They are generally due for
settlement within 30–90 days and therefore are all classified
as current. Trade receivables are recognised initially at the
amount of consideration that is unconditional unless they
contain significant financing components, when they are
recognised at fair value. The Group holds the trade and other
receivables with the objective to collect the contractual
cash flows and therefore measures them subsequently at
amortised cost using the effective interest method.
Details about the Group’s impairment policies and the
calculation of the loss allowance are provided in note 1(i).
g. Revenue
Revenue from the sale of goods is recognised upon
the delivery of goods to customers. Interest revenue is
recognised on a proportional basis taking into account the
interest rates applicable to the financial assets. Revenue
from the rendering of a service is recognised upon the
delivery of the service to the customers. All revenue is stated
net of the amount of goods and services tax (GST).
h. Grants
Government and other grants are recognised at fair value
where there is reasonable assurance that the grant will be
received and all grant conditions will be met. Grants relating
to expense items are recognised as income over the periods
necessary to match the grant to the costs it is compensating.
Grants relating to assets are credited to deferred income at
fair value and are credited to income over the expected useful
life of the asset on a straight-line basis.
i. Impairment of assets
At each reporting date, the Group 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 the other assets, the Group estimates the
recoverable amount of the cash-generating unit to which
the asset belongs. Goodwill, intangible assets with indefinite
useful lives and intangible assets not yet ready for use are
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Annual Report 2024
tested for impairment annually regardless of whether there
are impairment indicators or not.
Recoverable amount is the higher of fair value less costs to
sell and value in use. 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 the income statement immediately, unless
the relevant asset is carried at fair value, in which case the
impairment loss is treated as a revaluation decrease.
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 the income
statement immediately, unless the relevant asset is carried
at fair value, in which case the impairment loss is treated as
a revaluation increase.
j. Goods and Services Tax (GST) and
Value Added Tax (VAT)
Revenues, expenses, and assets are recognised net of the
amount of GST/VAT, except where the amount of GST/VAT
incurred is not recoverable from the Australian Tax Office
(ATO) or relevant Tax Authority. In these circumstances the
GST/VAT is recognised as part of the cost of acquisition of
the asset or as part of an item of the expense. Receivables
and payables in the statement of financial position are
shown inclusive of GST/VAT.
The net amount of GST/VAT recoverable from, or payable to,
the ATO or other Tax Authority is included as a current asset
or liability in the statement of financial position.
Cash flows are included in the cash flow statement on a
gross basis. The GST/VAT components of cash flows arising
from investing and financing activities which are recoverable
from, or payable to, the ATO or relevant Tax Authority are
classified as operating cash flows.
k. Taxation
The Group adopts the liability method of tax-effect
accounting whereby the income tax expense is based on the
profit/loss from ordinary activities adjusted for any non-
assessable or disallowed items.
Deferred tax is accounted for using the balance sheet
liability method in respect of temporary differences arising
between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. No deferred
income tax will be recognised from the initial recognition of
an asset or liability, excluding a business combination, where
there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected
to apply to the period when the asset is realised, or liability
is settled. Deferred tax is credited in the income statement
except where it relates to items that may be credited directly
to equity, in which case the deferred tax is adjusted directly
against equity.
Deferred income tax assets are recognised to the extent that
it is probable that future tax profits will be available against
which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may
be realised in the future is based on the assumption that no
adverse change will occur in income taxation legislation and
the anticipation that the Group will derive sufficient future
assessable income to enable the benefit to be realised and
comply with the conditions of deductibility imposed by the law.
l. Trade and other payables
Trade payables and other payables are carried at amortised
costs and represent liabilities for goods and services
provided to the Group prior to the end of the financial year
that are unpaid and arise when the Group becomes obliged
to make future payments in respect of the purchase of
these goods and services.
m. Share based payments
The Group operates an employee share and option plan.
Share-based payments to employees are measured at the
fair value of the instruments issued and amortised over the
vesting period. Share-based payments to non-employees
are measured at the fair value of goods or services received
or the fair value of the equity instruments used, if it is
determined the fair value of the goods and services cannot
be reliably measured and are recorded at the date the goods
or services are received.
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Annual Report 2024
Fair value is measured by use of a Black-Scholes option
pricing model. 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.
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.
The value of shares issued to employees financed by way
of a non-recourse loan under the employee share plan is
recognised with a corresponding increase in equity when the
Company receives funds from either the employees repaying
the loan or upon the loan termination. All shares issued
under the plan with non-recourse loans are considered, for
accounting purposes, to be options.
n. Issued capital
Issued and paid-up capital is recognised at the fair value
of the consideration received by the Company. Any
transaction costs arising from the issue of ordinary shares
are recognised directly in equity as a reduction of the share
proceeds received.
o. Earnings per share
Basic earnings per share is calculated as net earnings
attributable to members, adjusted to exclude costs of
servicing equity (other than dividends) and preference
share dividends, divided by the weighted average number of
ordinary shares, adjusted for a bonus element.
Diluted EPS is calculated as net earnings attributable to
members, adjusted for costs of servicing equity (other than
dividends) and preference share dividends; the after tax
effect of dividends and interest associated with dilutive
potential ordinary shares that would have been recognised
as expenses; and other non-discretionary changes in
revenues or expenses during the period that would result
from the dilution of potential ordinary shares; divided by the
weighted average number of ordinary shares and dilutive
potential ordinary shares, adjusted for any bonus element.
p. Critical accounting estimates
and judgments
The Directors evaluate estimates and judgments
incorporated into the financial report based on historical
knowledge and best available current information. Estimates
assume a reasonable expectation of future events and are
based on current trends and economic data, obtained both
externally and within the Group.
Key Estimates - Impairment
The Group assesses impairment at the end of each
reporting period by evaluating conditions and events
specific to the Group that may be indicative of impairment
triggers. If impairment triggers are identified, then
recoverable amounts of relevant assets are reassessed
using value-in-use calculations which incorporate various
key assumptions.
Key Judgement – Exploration and evaluation costs
Acquisition costs are accumulated in respect of each
identifiable area of interest where the right of tenure is
current and are expected to be recouped or where an
area that has not at balance sheet date reached a stage
which permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves, and active
and significant operations in, or relating to, the area of
interest are continuing.
Key Judgment – Environmental issues
Balances disclosed in the financial statements and notes
thereto are not adjusted for any pending or enacted
environmental legislation, and the Directors’ understanding
thereof. At the current stage of the Group’s development
and its current environmental impact, the Directors believe
such treatment is reasonable and appropriate. As at 30 June
2024, the Group had no environmental rehabilitation issues
to provide for.
Share based payments
The Group measures the cost of equity-settled and cash-
settled transactions by reference to the fair value of the
goods or services received in exchange if it can be reliably
measured. If the fair value of the goods or services cannot
be reliably measured, the costs is measured by reference to
the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using the
Black-Scholes model and the assumptions and carrying
amount at the reporting date, if any, is disclosed in note 26.
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Annual Report 2024
Deferred tax
The potential deferred tax asset arising from the tax losses
and temporary differences have not been recognised as
an asset because recovery of the tax losses is not yet
considered probable (refer note 3).
q. Application of new and revised
accounting standards
New and amended accounting policies adopted
by the Group
The Group has adopted all the new and revised Standards
and Interpretations issued by the Australian Accounting
Standards Board (AASB) that are relevant to its operations
and effective for an accounting period that begins on
or after 1 July 2023. The adoption of any changes to
accounting standards and interpretations did not have any
material impact on the financial performance of the Group.
New and revised Standards and amendments thereof
and Interpretations effective for the current year that are
relevant to the Group include:
AASB 2021-2 Amendments to Australian Accounting
Standards - Disclosure of Accounting Policies Definition
of Accounting Estimates (AASB 7, AASB 101, AASB 108,
AASB 134 & AASB Practice Statement 2)
Amendments provide a definition of and clarifications on
accounting estimates and clarify the concept of materiality
in the context of disclosure of accounting policies.
AASB 2022-7 Editorial Corrections to Australian
Accounting Standards and Repeal of Superseded and
Redundant Standards
The editorial corrections apply to annual reporting periods
beginning on or after 1 January 2023. Early application is
permitted. AASB 2022-7 makes editorial corrections to
AASB 7 Financial Instruments: Disclosures, AASB 116, AASB
124, AASB 128, AASB 134, AASB 1054 and AASB Practice
Statement 2. None of the corrections change the practical
application of the standards.
AASB 2023-2 Amendments to Australian Accounting
Standards – International Tax Reform – Pillar Two Model
Rules [AASB 112]
Prohibits the recognition and disclosure of deferred taxes
arising from the Organisation for Economic Co-Operation
and Development Pillar Two income taxes and requires
certain disclosures related to those taxes.
AASB 2021-5: Amendments to Australian Accounting
Standards – Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
The amendment amends the initial recognition exemption in
AASB 112: Income Taxes such that it is not applicable to leases
and decommissioning obligations – transactions for which
companies recognise both an asset and liability and that give
rise to equal taxable and deductible temporary differences.
Standards issued but not yet effective
The Group is yet to assess in detail the potential impacts
on its consolidated financial statements of the following,
however they are not expected to have a material impact on
the consolidated financial statements.
AASB 2014-10 Amendments to Australian Accounting
Standards - Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture - effective
date 1 January 2025
The amendments require the full gain or loss to be
recognised when assets transferred meet the definition of
a ‘business’ under AASB 3 Business Combinations (whether
housed in a subsidiary or not).
AASB 18 Presentation and Disclosure in
Financial Statements
This Standard will not change the recognition and
measurement of items in the financial statements, but will
affect presentation and disclosure in the financial statements,
including introducing new categories and subtotals in
the statement of profit or loss, requiring the disclosure of
management defined performance measures, and changing
the grouping of information in the financial statements. The
impact of the initial application is yet to be assessed.
AASB 2020-1 Amendments to Australian Accounting
Standards - Classification of Liabilities as Current or
Non-current, AASB 2020-6 Amendments to Australian
Accounting Standards - Classification of Liabilities as
Current or Non-current - Deferral of Effective Date and
AASB 2022-6 Amendments to Australian Accounting
Standards - Non-current Liabilities with Covenants -
effective date 1 January 2024
Requires a liability be classified as current when companies
do not have a substantive right to defer settlement at
the end of the reporting period including the impact of
covenants on that classification.
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Annual Report 2024
AASB 2022-5 Amendments to Australian Accounting
Standards - Lease Liability in a Sale and Leaseback-
effective date 1 January 2024
Requires a seller-lessee to subsequently measure lease
liabilities arising from a sale and leaseback transaction in a
way that does not result in recognition of a gain or loss that
relates to the right of use it retains.
AASB 2023-1 Amendments to Australian Accounting
Standards - Supplier Finance Arrangements - effective
date 1 January 2024
Requires the disclosure of information about an entity’s
supplier finance arrangements.
AASB 2023-5 Amendments to Australian Accounting
Standards - Lack of Exchangeability - effective
1 January 2025
Specifies how to assess whether a currency is exchangeable
and how to determine the exchange rate when it is not.
AASB 2022-9 Amendments to Australian Accounting
Standards - Insurance Contracts in the Public Sector -
effective 1 January 2026
Amends AASB 17 to include modifications that apply to
the public sector.
r. Foreign Currency
i.
Functional and presentation currency
The functional currency of each of the Group’s entities
is measured using the currency of the primary economic
environment in which that entity operates. The consolidated
financial statements are presented in Australian dollars
which is the parent entity’s functional and presentation
currency. The functional currency of the Consolidated
Entity’s subsidiaries, Talga Mining Pty Ltd is the Australian
dollar; Talga AB and Talga Battery Metals AB is the Swedish
Krona (SEK); Talga Advanced Materials GmbH is the Euro
(EUR); and Talga Technologies Limited and Talga Anode UK
Limited is the Great Britain Pound (GBP).
ii.
Foreign currency transactions
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at
exchange rates at the dates of the transactions. Monetary
assets and liabilities denominated in foreign currencies at the
reporting date are retranslated to the functional currency at
the exchange rate at that date. The foreign currency gain or
loss on monetary items is the difference between amortised
cost in the functional currency at the beginning of the year,
adjusted for effective interest and payments during the year,
and the amortised cost in foreign currency translated at the
exchange rate at the end of the year.
Non-monetary assets and liabilities that are measured at fair
value in a foreign currency are retranslated to the functional
currency at the exchange rate at the date that the fair value
was determined. Non-monetary items that are measured
based on historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction.
Foreign currency differences arising on retranslation are
generally recognised in profit or loss. However, foreign
currency differences arising from the retranslation of
the following items are recognised in other
comprehensive income:
— Investments at fair value through other comprehensive
income (except on impairment in which case foreign
currency differences that have been recognised in other
comprehensive income are reclassified to profit or loss);
— A final liability designated as a hedge of the net
investment in a foreign operation to the extent that the
hedge is effective; or
— Qualifying cash flow hedges to the extent the hedge
is effective.
iii. Foreign operations
For the purposes of presenting consolidated financial
statements, the assets and liabilities of foreign operations,
including goodwill and fair value adjustments arising on
acquisition, are translated to Australian dollars at exchange
rates at the reporting date. The income and expenses of
foreign operations are translated to Australian dollars at
exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other
comprehensive income and presented in the foreign
currency translation reserve (translation reserve) in equity.
However, if the foreign operation is a non-wholly owned
subsidiary, then the relevant proportion of the translation
difference is allocated to the non-controlling interests.
When a foreign operation is disposed of such that control,
significant influence or joint control is lost, the cumulative
amount in the translation reserve related to that foreign
operation is reclassified to profit or loss as part of the
gain or loss on disposal. When the Group disposes of only
part of its interest in a subsidiary that includes a foreign
operation while retaining control, the relevant proportion of
the cumulative amount is reattributed to non-controlling
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Annual Report 2024
interests. When the Group disposes of only part of its
investment in an associate or joint venture that includes a
foreign operation while retaining significant influence or joint
control, the relevant proportion of the cumulative amount is
reclassified to profit or loss.
When the settlement of a monetary item receivable from or
payable to a foreign operation is neither planned nor likely in
the foreseeable future, foreign exchange gains and losses
arising from such items are considered to form part of the
net investment in the foreign operation and are recognised
in other comprehensive income and presented in the
translation reserve in equity.
s. Principles of consolidation
The consolidated financial statements incorporate all of the
assets, liabilities and results of the parent (Talga Group Ltd)
and all of its subsidiaries. Subsidiaries are entities the parent
controls. The parent controls an entity when it is exposed to,
or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through
its power over the entity. A list of the subsidiaries is provided
in note 25.
The assets, liabilities and results of all subsidiaries are fully
consolidated into the financial statements of the Group
from the date on which control is obtained by the Group.
The consolidation of a subsidiary is discontinued from
the date that control ceases. Intercompany transactions,
balances and unrealised gains or losses on transactions
between Group entities are fully eliminated on consolidation.
Accounting policies of subsidiaries have been changed and
adjustments made where necessary to ensure uniformity of
the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly, or
indirectly, to the Group are presented as “non-controlling
interests”. The Group initially recognises non-controlling
interests that are present ownership interests in subsidiaries
and are entitled to a proportionate share of the subsidiary’s
net assets on liquidation at either fair value or at the non-
controlling interests’ proportionate share of the subsidiary’s
net assets. Subsequent to initial recognition, non-controlling
interests are attributed their share of profit or loss and each
component of other comprehensive income. Non-controlling
interests are shown separately within the equity section
of the statement of financial position and statement of
comprehensive income.
t. Fair value of assets and liabilities
The Group measures some of its assets and liabilities at fair
value on either a recurring or non-recurring basis, depending
on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell
an asset or would have to pay to transfer a liability in an
orderly (i.e., unforced) transaction between independent,
knowledgeable and willing market participants at the
measurement date.
As fair value is a market-based measure, the closest
equivalent observable market pricing information is used to
determine fair value. Adjustments to market values may be
made having regard to the characteristics of the specific
asset or liability. The fair values of assets and liabilities that
are not traded in an active market are determined using one
or more valuation techniques. These valuation techniques
maximise, to the extent possible, the use of observable
market data.
To the extent possible, market information is extracted from
either the principal market for the asset or liability (i.e. the
market with the greatest volume and level of activity for the
asset or liability) or, in the absence of such a market, the
most advantageous market available to the entity at the
end of the reporting period (i.e. the market that maximises
the receipts from the sale of the asset or minimises the
payments made to transfer the liability, after taking into
account transaction costs and transport costs).
For non-financial assets, the fair value measurement also
takes into account a market participant’s ability to use the
asset in its highest and best use or to sell it to another
market participant that would use the asset in its highest
and best use.
The fair value of liabilities and the entity’s own equity
instruments (excluding those related to share-based
payment arrangements) may be valued, where there is no
observable market price in relation to the transfer of such
financial instruments, by reference to observable market
information where such instruments are held as assets.
Where this information is not available, other valuation
techniques are adopted and, where significant, are detailed
in the respective note to the financial statements.
Valuation techniques
In the absence of an active market for an identical asset or
liability, the Group selects and uses one or more valuation
techniques to measure the fair value of the asset or liability.
The Group selects a valuation technique that is appropriate
86
Annual Report 2024
in the circumstances and for which sufficient data is
available to measure fair value. The availability of sufficient
and relevant data primarily depends on the specific
characteristics of the asset or liability being measured. The
valuation techniques selected by the Group are consistent
with one or more of the following valuation approaches:
— Market approach: valuation techniques that use prices
and other relevant information generated by market
transactions for identical or similar assets or liabilities.
— Income approach: valuation techniques that convert
estimated future cash flows or income and expenses into
a single discounted present value.
— Cost approach: valuation techniques that reflect the
current replacement cost of an asset at its current
service capacity.
Each valuation technique requires inputs that reflect the
assumptions that buyers and sellers would use when
pricing the asset or liability, including assumptions about
risks. When selecting a valuation technique, the Group
gives priority to those techniques that maximise the use of
observable inputs and minimise the use of unobservable
inputs. Inputs that are developed using market data (such
as publicly available information on actual transactions)
and reflect the assumptions that buyers and sellers
would generally use when pricing the asset or liability are
considered observable, whereas inputs for which market
data is not available and therefore are developed using the
best information available about such assumptions are
considered unobservable.
Fair value hierarchy
AASB 13 requires the disclosure of fair value information
by level of the fair value hierarchy, which categorises fair
value measurements into one of three possible levels based
on the lowest level that an input that is significant to the
measurement can be categorised into as follows:
Level 1: Measurements based on quoted prices
(unadjusted) in active markets for
identical assets or liabilities that the
entity can access at the measurement date.
Level 2: Measurements based on inputs other
than quoted prices included in
Level 1 that are observable for the asset
or liability, either directly or indirectly.
Level 3: Measurements based on unobservable
inputs for the asset or liability.
The fair values of assets and liabilities that are not traded
in an active market are determined using one or more
valuation techniques. These valuation techniques maximise,
to the extent possible, the use of observable market data.
If all significant inputs required to measure fair value are
observable, the asset or liability is included in Level 2. If
one or more significant inputs are not based on observable
market data, the asset or liability is included in Level 3.
The Group would change the categorisation within the fair
value hierarchy only in the following circumstances:
— if a market that was previously considered active (Level 1)
became inactive (Level 2 or Level 3) or vice versa; or
— if significant inputs that were previously unobservable
(Level 3) became observable (Level 2) or vice versa.
When a change in the categorisation occurs, the Group
recognises transfers between levels of the fair value
hierarchy (i.e., transfers into and out of each level of the
fair value hierarchy) on the date the event or change in
circumstances occurred.
u. 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 liability are recognised by the
Group where the Group is a lessee. However, all contracts
that are classified as short-term leases (i.e. leases with a
remaining lease term of 12 months or less) and leases of
low-value assets are recognised as an operating expense on
a straight-line basis over the term of the lease.
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 an incremental borrowing rate.
Lease payments included in the measurement of the lease
liability are as follows;
— Fixed lease payments less any lease incentives;
— variable lease payments that depend on 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;
— the exercise price of purchase options if the lessee is
reasonably certain to exercise the options;
87
Annual Report 2024
— 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 options 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 costs 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.
v. Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Provision for employee entitlements
Provision is made for employee entitlements accumulated
as a result of employees rendering services up to the end of
the reporting period. These benefits include wages, salaries,
annual leave and long service leave. Liabilities in respect of
employees’ services rendered that are not expected to be
wholly settled within one year after the end of the period in
which the employees render the related services recognised
as long-term employee benefits. These liabilities are
measured at the present value of the estimated future cash
outflow to the employees using the projected unit credit
method. Liabilities expected to be wholly settled within one
year after the end of the period in which the employees
render the related services are classified as short-term
benefits and are measured at the amount due to be paid.
Impact on statement of profit or loss
2023
$
Expenses – (increase)/decrease
Operations – test facility,
research and product development
1,078,328
Employee benefit expenses and
Director fees
(1,078,328)
Net impact on profit or loss
Impact on statement of cash flows
2023
$
Cash flows – (increase)/decrease
German and UK Operations
including R&D
1,034,567
Payments to suppliers,
contractors and employees
(1,034,567)
Net impact on cash flows (used in)
operating activities
-
w. Changes in comparative presentation
During the current period, the Group made certain
classification adjustments as a result of refining cost
classifications in its accounting system. The primary impact
of the adjustments is that expenses have been reclassified
to employee costs from other cost categories. Comparative
amounts have also been reclassified to be consistent with
the current period. The net impact of these reclassification
adjustments on the Group’s net profit after tax is nil.
88
Annual Report 2024
2024
$
2023
$
Product Sales
225,405
279,572
Interest revenue
655,412
584,068
Research and development refund
261,840
104,791
Grants
320,322
1,025,469
Earn-in Agreement - exclusivity fee
121,973
-
Total other income
1,359,547
1,714,328
2. Revenue and other income
2024
$
2023
$
Loss before income tax
(12,376,265)
(14,852,194)
Current Tax Expense / (Benefit)
(3,094,066)
(3,713,048)
Tax effect of
Expenses not allowed
927,399
1,388,544
Section 40-880 deduction (capital raise costs through equity)
(5,766)
(824,628)
Future income tax benefit not brought to account
2,172,433
3,149,132
Income tax attributable to operating losses
-
-
3. Income taxes
Prima facie income tax benefit at 25% (2023: 25%) on loss from ordinary activities is
reconciled to the income tax provided in the financial statements*
a. Income tax
89
Annual Report 2024
4. Cash and cash equivalents
2024
$
2023
$
Cash at bank
14,095,223
38,226,375
The estimated foreign (German/Swedish/UK) cumulative
tax losses are approximately $111 million and the deferred
tax benefit from the cumulative foreign tax losses
not recognised, as their realisation is not probable, is
approximately $21.9 million (based on a German/Swedish/
UK tax rate of 15.0%/21.6%/19.0%).
The benefits will only be obtained if:
— The Group derives future assessable income of a nature
and of an amount sufficient to enable the benefit from
the deduction for the losses to be realised.
— The Group continues to comply with the conditions in
deductibility imposed by the Law; and
— No change in tax legislation adversely affects the Group in
realising the benefits from the deductions or the losses.
2024
$
2023
$
Australian tax losses
12,498,170
10,363,108
Provisions
192,950
184,062
Section 40-880 deduction
739,787
1,105,686
Other deferred amounts
362,316
289,637
Accruals
22,646
-
Prepayments
(100,180)
(74,310)
Unrecognised deferred tax assets relating to the above
temporary differences
13,715,689
11,868,182
b. Deferred tax assets
* The tax calculations for the year ended 2024 are based on the tax jurisdiction of the parent entity and the tax consolidated group
(Talga Group Ltd and Talga Mining Pty Ltd) only.
90
Annual Report 2024
5. Trade and other receivables
7.
Prepayments
2024
$
2023
$
Current
Trade debtors and grant receivables
70,070
1,314,191
GST / VAT receivable
956,131
1,202,052
Total trade and other receivables
1,026,201
2,516,243
2024
$
2023
$
Non current
Security term deposit
271,006
290,059
Environmental bond
21,908
278,549
Total security deposits
292,914
568,608
6. Other receivables
Security term deposit relates to a term deposit taken out as security for rent of the Perth
head office and German pilot plant facility. The Environmental Bond (SEK 150,063) relates to
term deposits taken out as security for the Vittangi Trial Mine.
2024
$
2023
$
Balance at the start of the financial year
687,970
858,892
Movement for the period
57,049
(170,922)
Balance at the end of the financial year
745,019
687,970
91
Annual Report 2024
8. Property, plant and equipment
Plant and
Equipment
Land and
Buildings
Construction
in progress
Total
Net book value, as at 1 July 2023
14,022,958
5,397,224
1,294,797
20,714,979
Additions
400,930
-
9,412,289
9,813,219
Depreciation charge
(1,679,084)
(424,126)
-
(2,103,210)
Effect of foreign currency
exchange differences
375,860
79,096
(584,839)
(129,883)
Net book value, as at 30 June 2024
13,120,664
5,052,194
10,122,247
28,295,106
Cost
17,922,750
5,893,755
10,122,247
33,938,752
Accumulated depreciation
(4,802,086)
(841,561)
-
(5,643,647)
Net book value, as at 1 July 2022
2,268,983
197,320
12,711,280
15,177,583
Additions
1,019,273
5,553,509
1,623,425
8,196,207
Acquisitions
-
-
-
-
Disposals
-
-
-
-
Transfer between categories
13,090,986
-
(13,090,986)
-
Depreciation charge
(1,567,756)
(355,125)
-
(1,922,881)
Effect of foreign currency
exchange differences
(788,528)
1,520
51,078
(735,930)
Net book value, as at 30 June 2023
14,022,958
5,397,224
1,294,797
20,714,979
Cost
16,319,656
5,810,415
1,294,797
23,424,868
Accumulated depreciation
(2,296,698)
(413,191)
-
(2,709,889)
92
Annual Report 2024
9. Leases
The lease principal payments totaling $1,291,968 (2023: $1,122,737) during the period are
recorded in the statement of cashflows.
At initial recognition, the lease liability was measured as the present value of minimum lease
payments using the Group’s incremental borrowing rate of 4% - 6.9%. The incremental
borrowing rates were based on the unsecured interest rate that would apply if finance
was sought for an amount and time period equivalent to the lease requirements of the
Group. Each lease payment is allocated between the liability and interest expense. The
interest expense of $90,065 (2023: $90,681) is included in administration expenses in the
consolidated statement of profit or loss and other comprehensive income.
Right of use assets
Net book value, as at 1 July 2023
2,303,006
Additions
272,862
Depreciation charge
(1,205,355)
Effect of foreign currency exchange differences
15,558
Net book value, as at 30 June 2024
1,386,071
Cost
4,041,289
Accumulated depreciation
(2,655,218)
Net book value, as at 1 July 2022
1,743,181
Additions
1,317,992
Depreciation charge
(758,167)
Net book value, as at 30 June 2023
2,303,006
Cost
3,752,869
Accumulated depreciation
(1,449,863)
2024
$
2023
$
Liabilities at the end of period in the relation to right of use assets are:
Current Lease Liability
602,221
801,411
Non-Current Lease Liability
838,797
1,565,762
Amounts recognised in statement of profit or loss for the period in relation
to right of use assets and lease liabilities are:
Depreciation right-of-use assets
1,205,355
1,224,965
Interest expense
90,065
90,681
93
Annual Report 2024
12. Issued capital
2024
$
2023
$
Issued and fully paid
222,319,166
203,434,497
2024
Number
2024
$
2023
Number
2023
$
Fully paid ordinary shares
379,754,172
222,319,166
360,754,172
203,434,497
10. Trade and other payables
Trade liabilities are non-interest bearing and normally settled on 30-day terms.
11. Provisions – current liabilities
2024
$
2023
$
Current payables
Trade creditors
2,326,533
2,040,661
Accruals
381,092
2,430,683
Superannuation / PAYG payable
327,457
347,533
Total trade and other payables
3,035,082
4,818,877
2024
$
2023
$
Provision for annual leave
1,200,432
751,855
Provision for long service leave
190,728
226,936
1,391,160
978,791
94
Annual Report 2024
Movement reconciliation
Ordinary shares
Date
Quantity
Issued Price
$
Balance 30 June 2022
304,974,519
133,472,526
Placement
13/10/2022
20,100,000
1.10
22,110,000
Exercise of unlisted options
21/10/2022
162,343
1.20
194,000
Share Purchase Plan
28/10/2022
9,090,858
1.10
10,000,000
Placement
23/02/2023
25,806,452
1.55
40,000,001
Exercise of performance rights
9/03/2023
500,000
1.41
705,000
Placement for land purchase
30/06/2023
120,000
1.49
178,200
Less transaction costs
(3,225,230)
Balance 30 June 2023
360,754,172
203,434,497
Share Purchase Plan
24/11/2023
19,000,000
1.00
19,000,000
Less transaction costs
(115,331)
Balance 30 June 2024
379,754,172
222,319,166
Capital Management
Management controls the capital of the Group in order to ensure that the Group can fund
its operations and continue as a going concern. The Group’s capital includes ordinary share
capital. There are no externally imposed capital requirements. The working capital position of
the Group as at 30 June 2024 is as follows:
2024
$
2023
$
Cash and cash equivalents
14,095,223
38,226,375
Trade and other receivables
1,026,201
2,516,244
Prepayments
745,019
687,970
Trade and other payables
(3,035,082)
(4,818,877)
Lease liability
(602,221)
(801,411)
Provisions – employee entitlements
(1,391,160)
(978,791)
Working capital position
10,837,980
34,831,510
95
Annual Report 2024
b. Listed option reserve
The listed option reserve represents the value of 45.5 million options issued to shareholders
in December 2018 for $0.02 which were exercisable at $0.45 and expired in December 2018.
2024
$
2023
$
Balance at the start of the financial year
843,939
843,939
Movement during the year
-
-
Balance at the end of the financial year
843,939
843,939
13. Reserves
2024
$
2023
$
a.
Unlisted option reserve
21,362,063
17,659,177
b.
Listed option reserve
843,939
843,939
c.
Foreign currency reserve
307,985
1,394,623
d.
Financial assets reserve
(18,657)
(18,657)
Total reserves
22,495,330
19,879,082
a. Unlisted option and performance rights reserve
The unlisted options and performance rights reserve is to record the value of equity benefits
provided to employees and Directors as part of their remuneration.
2024
$
2023
$
Balance at the start of the financial year
17,659,177
14,483,975
Share-based payment options issued
3,702,886
3,175,202
Balance at the end of the financial year
21,362,063
17,659,177
96
Annual Report 2024
c. Foreign currency reserve
The foreign currency translation reserve represents exchange differences arising from the
translation of non-Australian dollar functional currency operations within the Group into
Australian dollars.
d. Financial asset reserve
The financial asset reserve represents the revaluation of investments in shares recognised
through other comprehensive income.
2024
$
2023
$
Balance at the start of the financial year
1,394,623
838,945
Movement during the year
(1,086,638)
555,678
Balance at the end of the financial year
307,985
1,394,623
2024
$
2023
$
Balance at the start of the financial year
(18,657)
(18,657)
Movement during the year
-
-
Balance at the end of the financial year
(18,657)
(18,657)
2024
$
2023
$
Total Reserves
22,495,330
19,879,082
14. Accumulated losses
2024
$
2023
$
Balance at the start of the financial year
(166,329,217)
(122,973,151)
(Loss) for the year
(38,256,533)
(43,356,066)
Balance at the end of the financial year
(204,585,750)
(166,329,217)
97
Annual Report 2024
15. Cashflow information
Non-Cash Financing and Investing Activities
There have been non-cash financing and investing activities for the 2023 financial year
where 120,000 shares were issued in consideration of the land access and acquisition
agreement at the Vittangi Project ($178,200) and cashless exercise of 162,343 unlisted
options ($194,000) and exercise of 500,000 performance rights. There were no non-cash
financing and investing activities for the 2024 financial year.
2024
$
2023
$
Reconciliation of cash flows from operating activities with loss
after income tax
Loss after income tax
(38,256,533)
(43,356,066)
Non-cash flows in loss for the year
Depreciation expense - office and field equipment and
right-of-use assets
3,308,564
3,753,750
Share based payment
3,702,886
4,074,202
Foreign exchange loss
(30,705)
451,476
Other non-cash items
(727,971)
(1,207,223)
Changes in assets and liabilities
Decrease (increase) in trade and other receivables
1,765,736
(1,123,698)
Increase (decrease) in trade and other payables
(1,783,795)
794,315
Decrease (increase) in prepayments
(57,049)
170,922
Increase (decrease) in provisions
412,369
195,060
Net cash outflows from operating activities
(31,666,498)
(36,247,262)
98
Annual Report 2024
16. Loss per share
This calculation does not include shares under option that could potentially dilute basic
earnings per share in the future as the Group has incurred a loss for the year, and therefore
those options are anti-dilutive. See note 26 for unlisted options and performance rights
that could potentially dilute basic earnings per share in the future, but not included in the
calculation of diluted earnings per share.
2024
$
2023
$
Net loss used in calculating the basic loss per share
(38,256,533)
(43,356,066)
2024
2023
Weighted average number of shares on issue during the financial
year used in the calculation of basic loss per share
372,174,937
360,754,172
Basic loss per share (cents per share)
(10.28)
(12.0)
Diluted loss per share (cents per share)
(10.28)
(12.0)
17. Key Management Personnel compensation
a. Directors and specified Executives
The names and positions held by Key Management Personnel in office at any time during the year are:
Key Management Personnel
Position
Duration of appointment
Terry Stinson
Non-Executive Chair
Appointed 8 February 2017
Mark Thompson
Managing Director
Appointed 21 July 2009
Grant Mooney
Non-Executive Director
Appointed 20 February 2014
Stephen Lowe
Non-Executive Director
Appointed 17 December 2015
Ola Rinnan
Non-Executive Director
Appointed 7 August 2017
Martin Phillips
Chief Executive Officer
Appointed 2 February 2024
Melissa Roberts
Chief Financial Officer
Appointed 2 August 2021
99
Annual Report 2024
c. Remuneration options and performance rights: granted and
vested during the year
The total expense recognised in the 2024 financial year for the options and performance
rights issued to Key Management Personnel was $2,712,827 (2023: $3,981,770).
During the year ended 30 June 2024, the value of options and performance rights granted to
Directors and Key Management Personnel was calculated applying the following inputs:
b. Remuneration of Director and Key Management Personnel
The aggregate compensation paid to Directors and other KMP of the Group and recognised
as an expense during the reporting period is set out below:
2024
$
2023
$
Short-term employee benefits
1,796,198
1,819,897
Long-term employee benefits
51,426
56,148
Post-employment benefits
135,134
107,475
Share-based payments
2,712,828
3,981,770
Total
4,695,586
5,965,290
Granted
Share market
price at
grant date
Valuation per
Option / Right
Grant date
Vesting date
Expiry date
Key Management Personnel
333,000
$1.12
$1.12
13/10/2023
30/06/2024
31/12/2024
Key Management Personnel
333,000
$1.12
$1.12
13/10/2023
30/06/2025
31/12/2025
Key Management Personnel
334,000
$1.12
$1.12
13/10/2023
30/06/2026
31/12/2026
100
Annual Report 2024
d. Related party transactions
No related party transactions occurred during the current or prior financial year.
Further, at the Talga Group Ltd Annual General Meeting on 30 November 2023, shareholders
approved a variation to the terms and conditions of 7,000,000 Options and 2,100,000
Performance Rights currently on issue as noted in the table below.
(i)
The following modifications were approved at a shareholders meeting on 30 November 2023:
Number of securities
Vesting
Expiry Date
30 June 2024
Options
Performance
rights
Share price
30/11/23
$
Old date
New date
Condition
Old
New
Fair value
increase
$
Terry Stinson
600,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
6,000
Mark Thompson
4,000,000
-
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25 872,000
Grant Mooney
500,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
5,000
Stephen Lowe
500,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
5,000
Ola Rinnan
500,000
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
5,000
Martin Phillips
1,000,000
-
1.00 30/11/23
31/12/24
Note (i)
31/12/23
30/6/25
218,000
Melissa Roberts
2,000,000
-
1.00 30/11/23
31/12/24 Note (ii)
14/09/24
30/6/25
134,000
Old vesting condition
(i)
Announcement by the Company on ASX market announcements
platform of the execution of binding documentation for
commercial financing of the development of the Vittangi
Anode Project of a production scale of at least that disclosed
in the pre feasibility study announced on 23 May 2019.
(ii)
Announcement by the Company on ASX market announcements
platform of the execution of binding documentation for
commercial financing of the development of the Vittangi
Anode Project of a production scale of at least that
disclosed in the detailed feasibility study announced on
1 July 2021.
New vesting condition
The Company obtaining project financing to enable a Final
Investment Decision for the first commercial Talnode®-C and / or
Talnode®-Si plant on or before 31 December 2024.
101
Annual Report 2024
18. Auditors’ remuneration
2024
$
2023
$
Fees to Ernst & Young
Amounts received or due and receivable by Auditor and related network firms for:
Audit or review of the financial statements
— Group
113,891
83,200
— Controlled entities
54,393
8,440
168,284
91,640
Other services - Taxation advice and compliance services
169,660
107,039
Total fees to Ernst & Young
337,944
198,679
Fees to Stantons International
Amounts received or due and receivable by Auditor and related network firms for:
Audit or review of the financial statements
— Group
-
96,721
— Controlled entities
-
-
Other assurance services
-
-
Total fees to Stantons International
-
96,721
Other Auditors and firms:
Audit or review of the financial reports
— Subsidiaries
15,194
12,911
— Non-audit services
7,081
6,489
— Taxation advice and compliance services
1,085
4,867
Total fees to other Auditors and firms
23,360
24,267
Total Auditors’ Remuneration
361,304
319,667
102
Annual Report 2024
20. Financial instruments
19. Commitments
Commitments for the acquisition of property, plant and equipment
by the Group:
2024
$
2023
$
Plant and equipment
Not longer than 1 year
2,451,093
-
Longer than 1 year and not longer than 5 years
-
-
Longer than 5 years
-
-
Total
2,451,093
-
The Group does not have any minimum exploration or development commitments.
Financial Risk Management Policies
The Group’s financial instruments consist of deposits with banks, receivables, payables,
and lease liabilities. No financial derivatives are held.
Financial Risk Exposures and Management
The main risk the Group is exposed to through its financial instruments is interest rate risk.
Interest Rate Risk
Interest rate risk is managed by obtaining the best commercial deposit interest rates available
in the market by the major Australian Financial Institutions.
Credit Risk Exposures
Credit risk represents the loss that would be recognised if the counterparties default on
their contractual obligations resulting in financial loss to the Group. The Group has adopted
the policy of only dealing with creditworthy counterparties and obtaining sufficient collateral
or other security where appropriate, as a means of mitigating the risk of financial loss from
defaults. The Group measures credit risk on a fair value basis.
The Group does not have any significant credit risk to any single counterparty or any group of
counterparties having similar characteristics. The credit risk on financial assets of the Group,
which have been recognised in the Statement of Financial Position, is the carrying amount,
net of any provision for doubtful debts.
103
Annual Report 2024
Group 1: new customers (less than 6 months).
Group 2: existing customers (more than 6 months) with no defaults in the past.
Group 3: existing customers (more than 6 months) with some defaults in the past.
All defaults were fully recovered.
Cash at bank and short-term deposits are held in financial institutions which must have
a minimum AA2 rating.
i.
Liquidity Risk
Liquidity risk is the risk that the Group might be unable to meet its financial liability obligations.
The Group manages liquidity risk by monitoring forecast cash flows. The Group does not have
any significant liquidity risk as the Group does not have any collateral debts.
ii.
Net Fair Values
The net fair values of:
— Other financial assets and other financial liabilities approximate their carrying value.
iii. Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Group has performed sensitivity
analysis relating to its exposure to interest rate risk at balance date. This sensitivity analysis
demonstrates the effect on the current year results and equity which could result from a
change in these risks.
2024
$
2023
$
Trade and other current receivables
Group 1
-
-
Group 2
1,026,201
2,516,242
Group 3
-
-
Total trade and other current receivables
1,026,201
2,516,242
Cash at bank and short-term deposits
14,095,223
38,226,375
Total cash at bank and short-term deposits
14,095,223
38,226,375
104
Annual Report 2024
Floating
interest rate
$
Fixed
interest rate
$
Non
interest
bearing
$
Total
$
Weighted
average
interest rate
%
2024 Financial Assets
Cash and cash equivalents
2,863,351
9,818,318
1,413,554
14,095,223
5.1%
Trade and other receivables
-
-
1,026,201
1,026,201
-
Security Deposit
-
67,110
225,803
292,913
3.4%
Other financial assets
-
-
-
-
-
Total financial assets
2,863,351
9,885,428
2,665,558
15,414,337
Financial Liabilities
Trade and other payables
-
-
3,035,082
3,035,082
Lease Liability
-
1,441,018
-
1,441,018
Total financial liabilities
-
1,441,018
3,035,082
4,476,100
2023 Financial Assets
Cash and cash equivalents
3,416,557
34,300,000
509,818
38,226,375
1.5%
Trade and other receivables
-
-
3,084,849
3,084,849
-
Security deposit
-
53,925
514,684
568,609
3.4%
Other financial assets
-
-
-
-
-
Total financial assets
3,416,557
34,353,925
4,109,351
41,879,832
Financial liabilities
Trade and other payables
-
-
4,818,877
4,818,877
Lease liabilities
-
2,367,172
-
2,367,172
Total financial liabilities
-
2,367,172
4,818,877
7,186,049
2024
$
2023
$
Change in loss
Increase in interest rate by 100 basis points
140,952
382,264
Decrease in interest rate by 100 basis points
(140,952)
(382,264)
Change in equity
Increase in interest rate by 100 basis points
140,952
382,264
Decrease in interest rate by 100 basis points
(140,952)
(382,264)
Interest Rate Sensitivity Analysis
At 30 June 2024, the effect on loss as a result of changes in the interest rate, with all other
variables remaining constant would be as follows:
105
Annual Report 2024
21. Segment note
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.
The Group conducts exploration, mining development and battery anode production
activities in Sweden (transaction currency is SEK), product development in the United
Kingdom (transaction currency is GBP) as well as Germany where the Group is developing a
graphite/graphene pilot plant facility (transaction currency is EUR). The Group is subject to
foreign currency value fluctuations in the course of its operations. To mitigate the Group’s
exposure, currency rates are monitored regularly and funds are transferred to the foreign
operations when rates are more favourable and also plans to curtail this impact by paying
foreign currency invoices in a timely fashion.
As at 30 June 2024, the Group’s exposure to recognised assets and liabilities denominated in a
currency that is not the entity’s functional currency was not material.
Operating segments are identified on the basis of internal reports about components of the
Group that are regularly reviewed by the chief operating decision maker in order to allocate
resources to the segment and to assess its performance. The term ‘chief operating decision
maker’ identifies a function, not necessarily a manager with a specific title. That function is to
allocate resources to and assess the performance of the operating segments of an entity. The
Company’s Board is the chief operating decision maker as it relates to segment reporting.
The Group operates in three operating segments being graphite exploration, graphite
development; and research and development in four geographical locations, being graphite
exploration and development in Sweden, graphite/graphene research and development in
Germany and research and development in the United Kingdom, with Australia as unallocated
corporate. This is the basis on which internal reports are provided to the Directors for
assessing performance and determining the allocation of resources within the Group.
106
Annual Report 2024
2024
Sweden
$
Germany
$
United
Kingdom
$
Australia
unallocated
corporate
$
Total
$
Segment performance
Revenues from ordinary activities
97,894
127,510
-
-
225,404
Other Income
131,064
53,018
529,195
646,269
1,359,546
Total segment revenue and income
228,958
180,528
529,195
646,269
1,584,950
Segment expense (including write-offs)
(19,779,396)
(3,410,130)
(3,627,107) (13,024,853) (39,841,486)
Major segment expense breakdown
Trial mine and anode production
(11,789,149)
-
-
-
Research and product development
- (2,703,739)
(2,875,770)
-
Exploration, evaluation and
exploitation expenditure
(3,549,770)
-
-
-
Employee benefits and Director fees
-
-
- (4,265,270)
Administration, compliance and
regulatory
(2,071,396)
(168,683)
(206,609)
(5,230,353)
Share based payments
-
-
- (3,702,886)
Reconciliation of segment result to net loss before tax
Segment Result
(34,978,675)
Unallocated items
(3,277,859)
Net loss before tax from continuing operations
(38,256,534)
Segment assets as at 30 June 2024
as at 1 July 2023
17,365,805
3,064,783
4,627,604
40,091,009
65,149,201
Movement
Cash and cash equivalents
692,039
204,288
72,008 (25,099,487) (24,131,153)
Grant funding receivable
(528,003)
219,116
(24,591)
(1,432,259)
(1,765,736)
Financial assets
-
-
-
-
-
Plant and equipment
7,785,787
(519,231)
(505,236)
(98,130)
6,663,190
Exploration and evaluation
expenditure
123,451
-
-
-
123,451
Other
(71,988)
38,382
(21,682)
112,340
57,054
25,367,090
3,007,339
4,148,104
13,573,474
46,096,007
Reconciliation of segment assets to total assets
Other assets
-
Total assets from continuing operations
46,096,007
107
Annual Report 2024
2024
Sweden
$
Germany
$
United
Kingdom
$
Australia
unallocated
corporate
$
Total
$
Segment liabilities
Segment liabilities as at
30 June 2024
2,507,104
480,594
1,165,100
1,714,462
5,867,260
Reconciliation of segment liabilities to total liabilities
Unallocated items
-
Total liabilities from continuing operations
5,867,260
2023
Sweden
$
Germany
$
United
Kingdom
$
Australia
unallocated
corporate
$
Total
$
Segment performance
Revenues from ordinary activities
241,360
35,431
1,601
1,180
279,572
Other Income
125,625
67,147
937,856
583,700
1,714,328
Total segment revenue and income
366,985
102,578
939,457
584,880
1,993,900
Segment expense (including write-offs)
(25,460,851)
(2,973,445) (2,885,466) (14,030,204) (45,349,966)
Major segment expense breakdown
Trial mine and anode production
(11,805,665)
-
-
-
R&D and test facility
- (1,904,558)
(2,187,002)
-
Exploitation and studies
(6,319,067)
-
-
-
Exploration
(756,927)
-
-
-
Employee and Director fees
-
-
- (3,917,088)
Admin, compliance and regulatory
(3,011,291)
(419,299)
(659,029)
(5,756,660)
Share based payments
-
-
- (4,074,202)
Reconciliation of segment result to net loss before tax
Segment Result
(43,356,066)
Unallocated items
-
Net loss before tax from continuing operations
(43,356,066)
108
Annual Report 2024
2023
Sweden
$
Germany
$
United
Kingdom
$
Australia
unallocated
corporate
$
Total
$
Segment assets as at 30 June 2023
as at 1 July 2022
12,678,643
2,206,937
5,946,185
12,319,577
33,151,342
Movement
Cash and cash equivalents
(752,503)
(275,779)
(532,107)
26,774,198
25,213,809
Grant funding receivable
1,041,630
289,374 (1,258,361)
1,495,134
1,567,777
Financial assets
-
-
-
-
-
Plant and equipment
4,899,517
880,356
481,894
(164,546)
6,097,221
Exploration and evaluation
expenditure
(265,948)
-
-
-
(265,948)
Other
(235,534)
(36,105)
(10,007)
(333,354)
(615,000)
17,365,805
3,064,783
4,627,604
40,091,009
65,149,201
Reconciliation of segment assets to total assets
Other assets
-
Total assets from continuing operations
65,149,201
Segment liabilities
Segment liabilities as at
30 June 2023
(4,359,314)
(764,256)
(1,359,691)
(1,681,578)
(8,164,839)
Reconciliation of segment liabilities to total liabilities
Unallocated items
-
Total liabilities from continuing operations
(8,164,839)
22. Subsequent events
Other than as disclosed below, there has not been any other
matter or circumstance occurring subsequent to the end
of the financial year that has significantly affected or may
significantly affect the operations of the Group, the results
of those operations, or the state of affairs of the Group in
future financial years.
— Completion of capital raising activities totalling ~$18
million (net of costs) to be used towards pre-execution
activities during final stages of Vittangi Anode Project
development and execution readiness ahead of Final
Investment Decision;
— Progression of the SQM lithium JV with Earn-in
Agreement (exclusivity fee of $121,973 received as at
30 June 2024); and
— Launch of Loyalty Options Prospectus, being a non-
renounceable pro rata bonus issue of unquoted options
on the basis of one option for every eight shares held
on the Record Date (6 September 2024). Options are
exercisable up to 13 September 2025 at $0.55 per share.
109
Annual Report 2024
Statement of financial position
2024
$
2023
$
Assets
Current assets
13,095,439
38,159,130
Non-current assets
877,794
854,932
Total assets
13,973,233
39,014,062
Liabilities
Current liabilities
1,642,052
2,205,698
Non-current liabilities
207,866
19,071
Total liabilities
1,849,918
2,224,768
Net assets
12,123,315
36,789,293
Equity
Issued capital
222,304,060
203,419,391
Accumulated losses
(233,516,973)
(185,557,747)
Reserves
23,336,228
18,927,650
Total equity
12,123,315
36,789,294
Statement of profit or loss and other comprehensive income
Net (loss) for the year
(12,376,265)
(13,445,325)
Total comprehensive (loss) for the year
(12,376,265)
(13,445,325)
24. Parent information
The following information has been extracted from the books and records of the parent and
has been prepared in accordance with Australian Accounting Standards. Talga Group Ltd has
not entered into cross guarantees in relation to the debts of its wholly owned subsidiaries.
There are no guarantee of contingencies and subsequent events other than mentioned
elsewhere in this report.
23. Related parties
Related party transactions with management personnel are disclosed in note 17.
110
Annual Report 2024
25. Controlled entities
Talga Group Ltd has a 100% direct and indirect interest in the following subsidiaries:
26. Share based payments
The expense recognised for the financial year, including
what is disclosed in note 18(c) for options and performance
rights that were granted in the current and previous years
was $3,702,886 (2023: $4,074,202). Share based payments
for the financial year have been determined by allocating
the grant date value on a straight-line basis over the period
from grant date to vesting date with the relevant proportion
expensed for this financial year.
The Company will transfer or allot to the Participant that
number of Shares equal in value to the positive difference
between the then Market Value of the Shares at the time
of exercise and the Exercise Price that would otherwise be
payable to exercise those Convertible Securities.
* Percentage of voting power is in proportion to ownership.
Percentage Owned (%) *
Name of Entity
Country of Incorporation
30 June 2024
30 June 2023
Talga Mining Pty Ltd
Australia
100%
100%
Talga Advanced Materials GmbH
Germany
100%
100%
Talga Technologies Limited
United Kingdom
100%
100%
Talga Anode UK Limited
United Kingdom
100%
100%
Talga AB
Sweden
100%
100%
Talga Battery Metals AB
Sweden
100%
100%
Talga Tech AB (incorporated on 25/08/2021)
Sweden
100%
100%
Jalk Graphite AB (incorporated on 25/08/2021)
Sweden
100%
100%
Raita Graphite AB (incorporated on 25/08/2021)
Sweden
100%
100%
The following share based payments in the form of
performance rights were granted during the year:
Series 1:
1,000,000 performance rights
granted 13/10/2023
Series 2:
172,500 performance rights
granted 20/12/2023
Series 3:
163,600 performance rights
granted 25/06/2024
Series 1
Series 2
Series 3
Grant date share price
$1.12
$0.80
$0.62
These performance rights were valued at the share price at grant date.
111
Annual Report 2024
The share based payment options and performance rights outstanding at the end of the
financial year had a weighted average exercise price of $0.81 (2023: $0.82) and a weighted
average remaining contractual life of 1.22 years (2023: 1.29).
2024
2023
Number of
options / rights
Weighted
average
exercise price
$
Number of
options / rights
Weighted
average
exercise price
$
Balance at beginning of financial year
12,447,900
0.82
13,400,000
0.98
Rights granted during the
financial year
1,336,100
-
3,347,900
-
Expired unvested during the
financial year
-
-
(3,400,000)
0.13
Exercised during the financial year
-
-
(900,000)
0.39
Balance at end of the financial year
13,784,000
0.81
12,447,900
0.82
Exercisable at end of the financial year
-
-
-
-
Unlisted share options and performance rights
— 2,100,000 performance rights expiring on
30 June 2025(i);
Vesting Conditions: The Company obtaining project
financing to enable a Final Investment Decision for the
first commercial Talnode®-C and / or Talnode®-Si plant
on or before 31 December 2024 (New Milestone).
Vesting date: 31 December 2024
— 1,000,000 performance rights expiring on
31 December 2025;
Vesting Conditions: Subject to remaining an employee
or otherwise engaged by the Company in the role of CEO
Europe (or such other role as may be agreed between
the Company and Martin Phillips) at all times until the
Milestone Date.
Vesting date: 30 June 2025
During the period ending 30 June 2024, the Group had
13,784,000 ordinary shares under option or subject to
performance rights (unlisted) either by cash or non-cash
settlement. See note 17(c) for further details on modifications.
— 5,000,000 unlisted options with an exercise price of
$1.12 expiring on 30 June 2025(i);
Vesting Conditions: The Company obtaining project
financing to enable a Final Investment Decision for the
first commercial Talnode®-C and / or Talnode®-Si plant
on or before 31 December 2024 (New Milestone).
Vesting date: 31 December 2024
— 2,000,000 unlisted options with an exercise price of
$2.16 expiring on 30 June 2025(i);
Vesting Conditions: The Company obtaining project
financing to enable a Final Investment Decision for the
first commercial Talnode®-C and / or Talnode®-Si plant
on or before 31 December 2024 (New Milestone).
Vesting date: 31 December 2024
112
Annual Report 2024
— 1,000,000 performance rights expiring on
31 December 2025;
Vesting Conditions: Commencement of steady state
production at the Vittangi Anode Project that ramps
up to the 19,500 tonnes per annum anode production,
as proposed in the Vittangi Project DFS, by the
Milestone Date.
Vesting date: 31 March 2025
— 847,900 performance rights expiring on
31 March 2025;
Vesting Conditions: Subject to remaining an employee
at all times until the Milestone Date.
Vesting date: 30 September 2024
— 333,000 performance rights expiring on
31 December 2024;
Vesting Conditions: Subject to remaining an employee
or otherwise engaged by the Company in the role of
CFO (or such other role as may be agreed between the
Company and Melissa Roberts) at all times until the
Milestone Date.
Vesting date: 30 June 2024
— 333,000 performance rights expiring on
31 December 2025;
Vesting Conditions: Subject to remaining an employee
or otherwise engaged by the Company in the role of
CFO (or such other role as may be agreed between the
Company and Melissa Roberts) at all times until the
Milestone Date.
Vesting date: 30 June 2025
— 334,000 performance rights expiring on
31 December 2026;
Vesting Conditions: Subject to remaining an employee
or otherwise engaged by the Company in the role of
CFO (or such other role as may be agreed between the
Company and Melissa Roberts) at all times until the
Milestone Date.
Vesting date: 30 June 2026
— 172,500 performance rights expiring on
30 September 2025.
Vesting Conditions: Subject to remaining an employee
at all times until the Milestone Date.
Vesting date: 31 March 2025
— 163,600 performance rights expiring on
31 December 2025.
Vesting Conditions: Subject to remaining an employee at
all times until the Milestone Date.
Vesting date: 30 September 2025
27. Contingent liabilities
There were no contingent liabilities as at 30 June 2024.
113
Annual Report 2024
Consolidated
entity disclosure
statement
The following table provides a list of all entities included in the Group’s consolidated
financial statements, prepared in accordance with the requirements of Section 295(3A)
of the Corporations Act. The ownership interest is only disclosed for those entities which
are a body corporate, representing the direct and indirect percentage share capital owned
by the Company.
(i) This entity is part of a tax-consolidated group under Australian taxation law, for which Talga
Group Ltd is the head entity.
Body corporates
Tax residency
Company name
Country of
Incorporation
Place formed or
incorporated
% of share
capital held
Australian
or foreign
Foreign jurisdiction
Talga Group Ltd
(Holding company)
Body corporate
Australia
-
Australian (i)
N/A
Talga Mining Pty Ltd
Body corporate
Australia
100%
Australian (i)
N/A
Talga Advanced Materials GmbH
Body corporate
Germany
100%
Foreign
Germany
Talga Technologies Limited
Body corporate
United Kingdom
100%
Foreign
United Kingdom
Talga Anode UK Limited
Body corporate
United Kingdom
100%
Foreign
United Kingdom
Talga AB
Body corporate
Sweden
100%
Foreign
Sweden
Talga Battery Metals AB
Body corporate
Sweden
100%
Foreign
Sweden
Talga Tech AB
Body corporate
Sweden
100%
Foreign
Sweden
Jalk Graphite AB
Body corporate
Sweden
100%
Foreign
Sweden
Raita Graphite AB
Body corporate
Sweden
100%
Foreign
Sweden
114
Annual Report 2024
Directors’
declaration
The Directors of the Company declare that:
1. The financial statements and notes, as set out on
pages 74 to 113 , are in accordance with the
Corporations Act 2001:
a. comply with Accounting Standards;
b. are in accordance with International Financial
Reporting Standards issued by the International
Accounting Standards Board, as stated in note 1 to
the financial statements; and
c. give a true and fair view of the financial position as
at 30 June 2024 and of the performance for the year
ended on that date of the Group.
2. The consolidated entity disclosure statement required
by section 295(3A) of the Corporations Act is true
and correct;
3. The Chief Executive Officer and Chief Financial Officer
have each declared that:
a. the financial records of the Group for the financial
year have been properly maintained in accordance
with section 286 of the Corporations Act 2001;
b. the financial statements and notes for the financial
year comply with the Accounting Standards; and
c. the financial statements and notes for the financial
year give a true and fair view.
4. In the Directors’ opinion (subject to the matters set out in
note 1) 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 is made in accordance with a resolution of
the Board of Directors.
Mark Thompson
Managing Director
Perth, Western Australia
26 September 2024
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Annual Report 2024
Page 1 of 5
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor’s report to the directors of Talga Group Ltd
Report on the audit of the financial report
Opinion
We have audited the financial report of Talga Group Ltd (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at
30 June 2024, the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year
then ended, notes to the financial statements, including material accounting policy information, the
consolidated entity disclosure statement, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a.
Giving a true and fair view of the consolidated statement of financial position of the Group as at
30 June 2024 and of its consolidated financial performance for the year ended on that date; and
b.
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which describes the principal conditions that raise
doubt about the Group’s ability to continue as a going concern. These events or conditions indicate
that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as
a going concern. Our opinion is not modified in respect of this matter.
Independent Auditor’s report
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A member firm of Ernst & Young Global Limited
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Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matter described below to be the key audit
matter to be communicated in our report. For the matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to this matter. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matter below, provide the basis for our audit opinion on the
accompanying financial report.
Share Based Payments
Why significant
How our audit addressed the key audit matter
As disclosed in Note 26 to the financial report, the Group
has awarded share-based payments to its employees and
directors, contributing to a total share-based payment
expense of $3.7 million for the year ended 30 June 2024.
Due to the complex accounting treatment associated with
share-based payments, and the judgmental estimates used
in determining their value, we considered accounting for
share-based payments to be a key audit matter.
Our audit procedures included the following:
►
We obtained an understanding of the share-based
payment awards, including any modifications to
existing awards, by reviewing agreements,
minutes of Board and Committee meetings and
ASX announcements.
►
We involved our valuation specialists to test the
Group’s valuation of the fair value of share-based
payments issued during the year, including the
assumptions used.
►
We assessed the allocation of the share-based
payment expense over the relevant vesting period.
►
We assessed whether the accounting treatment
was in accordance with the requirements of
Australian Accounting Standards.
►
We assessed the adequacy of the financial report
disclosures contained in Note 26 of the financial
report.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s 2024 annual report, but does not include the financial report and
our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
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A member firm of Ernst & Young Global Limited
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GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
► The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001; and
► The consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
► The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
► The consolidated entity disclosure statement that is true and correct and is free of
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
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Annual Report 2024
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A member firm of Ernst & Young Global Limited
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Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
► Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
► Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
► Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial report or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain
solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
119
Annual Report 2024
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A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communications.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30
June 2024.
In our opinion, the Remuneration Report of Talga Group Ltd for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
T S Hammond
Partner
Perth
26 September 2024
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Annual Report 2024
Additional
shareholder
information
The following additional information is required by the
Australian Securities Exchange Limited Listing Rules.
Information was prepared based on the share registry
information processed up to 16 September 2024.
Statement of Quoted Securities
Listed on the Australian Securities Exchange are 428,771,846
fully paid ordinary shares as at 16 September 2024.
Distribution of Shareholding
The distribution of members and their holdings of equity
securities in the Group as at 16 September 2024 were
as follows:
Spread
of holdings
Fully paid
ordinary shares
Total
shareholders
1 - 1,000
1,551,434
2,600
1,001 - 5,000
10,458,185
3,892
5,001 - 10,000
12,199,447
1,582
10,001 - 100,000
94,402,033
2,966
100,001 and over
310,160,747
549
Totals
428,771,846
11,589
Shareholder
Number held
% Held
UBS Group AG
and its related
bodies corporate
22,673,612
5.3%
Unmarketable Parcels
The number of holders of less than a marketable parcel
of ordinary shares is 2,880.
Substantial Shareholders
Shareholders who hold 5% or more of the issued capital in
Talga Group Ltd are set out below:
Restricted Securities
There are no restricted securities of Talga Group Ltd.
Voting Rights
In accordance with the Group’s Constitution, on a show
of hands every member present in person or by proxy or
attorney or duly authorised representative has one vote.
On a poll each ordinary share is entitled to one vote. There
are no voting rights attached to any class of options or
performance rights.
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Annual Report 2024
20 largest shareholders
The names of the twenty largest ordinary fully paid shareholders as at the 16 September
2024 are as follows:
Ordinary shares
Number held
% Held
1
Citicorp Nominees Pty Limited
31,239,959
7.29
2
JP Morgan Nominees Australia Pty Limited
22,932,773
5.35
3
BNP Paribas Noms Pty Ltd
22,171,669
5.17
4
HSBC Custody Nominees (Australia) Limited
13,959,817
3.26
5
Lateral Minerals Pty Ltd
12,888,036
3.01
6
Warbont Nominees Pty Ltd
11,264,995
2.63
7
BNP Paribas Nominees Pty Ltd ACF Clearstream
9,278,497
2.16
8
BNP Paribas Nominees Pty Ltd
6,134,703
1.43
9
HSBC Custody Nominees (Australia) Limited – A/C 2
6,032,773
1.41
10
LAK Holdings Pty Ltd
5,839,541
1.36
11
Yandal Investments Pty Ltd
5,500,000
1.28
12
Mr Anthony Neil Holman
4,088,948
0.95
13
Methuselah Capital Management Pty Ltd
2,412,203
0.56
14
Two Tops Pty Ltd
2,224,880
0.52
15
Woomargama Fund Pty Ltd
2,100,000
0.49
16
Mr John Oliver Dougan Fitz-Henry
1,846,954
0.43
17
EST Mr Kevin Graham Danks
1,825,000
0.43
18
Mr Kin Chun Wong
1,815,905
0.42
19
BNP Paribas Nominees Pty Ltd
1,776,829
0.41
20
Mr Wesley Neale Hodgens
1,600,000
0.37
Top 20 holders of ordinary shares
166,933,482
38.93
122
Annual Report 2024
Unquoted Equity Securities
As at 16 September 2024, the following unquoted securities were on issue:
Unlisted options with the following terms:
Unlisted performance rights with the following terms:
All above options and performance rights were issued under the Company employee
securities incentive scheme (except for the 53,586,724 shareholder loyalty options).
Expiry date
Exercise price
Number on issue
Number of holders
30-Jun-25
$1.12
5,000,000
2
30-Jun-25
$2.16
2,000,000
1
13-Sep-25
$0.55
53,586,724
11,602
Total on issue
60,586,724
Expiry date
Exercise price
Number on issue
Number of holders
30-Jun-25
Nil
2,100,000
4
31-Dec-25
Nil
2,000,000
2
31 Mar 25
Nil
847,900
52
31-Dec-25
Nil
333,000
1
31-Dec-26
Nil
334,000
1
30-Sep-25
Nil
172,500
12
31-Dec-25
Nil
163,600
8
Total on issue
5,951,000
123
Annual Report 2024
124
Annual Report 2024
Corporate
governance
statement
The overall goals of the corporate governance process are to:
— support realisation of shareholders value;
— assure a prudential and ethical base to the Company’s
conduct and activities; and
— ensure compliance with the Company’s legal and
regulatory obligations.
The Board of Talga is committed to implementing the
highest standards of corporate governance in conducting its
business. The Board has established a corporate governance
framework including corporate governance policies,
procedures and charters with reference to the fourth edition
of the ASX Corporate Governance Council’s Principles and
Recommendations (“ASX Principles”). Further information
on Talga’s corporate governance policies, procedures and
charters are available at talgagroup.com.
Talga has followed the ASX Principles where the Board
has considered the recommendation to be an appropriate
benchmark for its corporate governance practices. In
compliance with the “if not, why not” reporting regime,
where, after due consideration, Talga’s corporate governance
practices do not follow an ASX Principles recommendation,
the Company has explained its reasons for not following
the recommendation and disclosed what, if any, alternative
practices Talga has adopted. This corporate governance
statement sets out the Company’s corporate governance
policies and practices and is current as at 24 September
2024 as approved by the Talga Board.
The eight ASX Principles and Talga’s position in respect of
each of them, are detailed in this statement.
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Annual Report 2024
Principle 1: Lay solid foundations for management
and oversight
Roles and responsibilities
The Board has adopted a Board Charter (disclosed on
the Company’s website) that sets out the roles and
responsibilities of the Board and those functions delegated
to senior Executives.
The Board is collectively responsible for promoting the
success of the Company through its key functions of setting
strategic direction, overseeing management of the Company,
providing overall corporate governance, monitoring financial
performance, engaging appropriate management and
Directors commensurate with the desired structure and
objectives of the Company, and reviewing, ratifying and
monitoring systems of risk management and internal control,
codes of conduct, policy and legal compliance.
The Managing Director, Chief Executive Officer and Chief
Financial Officer, supported by other members of the senior
management team, are responsible for managing the day to
day activities of the Company and advancing the strategic
direction of the Company as set by the Board.
Appointment, induction and training
When a vacancy exists on the Board, for whatever reason,
or where it is considered that the Board would benefit from
the services of a new Director, the Board will determine the
selection criteria for the position based on factors deemed
necessary for the Board to best carry out its responsibilities.
Nomination factors include, but are not limited to,
competencies and qualifications, independence, diversity,
other Directorships, time availability, contribution to the
overall balance of the composition of the Board and depth of
understanding of the role and legal obligations of a Director.
The Company has not made any new appointments to the
Board since the last Annual Report. Should the Company
appoint a new Director in the future, appropriate checks
including criminal record and bankruptcy history, will be
undertaken prior to the appointment. Information about a
candidate standing for election or re-election as a Director is
provided to shareholders via the Notice of Meeting and where
relevant, the information contained in the Annual Report.
Upon appointment, each Director receives a written
agreement which sets out the terms of their appointment,
along with a deed of indemnity, insurance and access
and also an induction pack containing information on the
Company’s vision, values, strategy, governance and risk
management frameworks. The Company has a written
agreement in place with each Director and senior Executive.
Directors are provided with the opportunity to participate
in professional development to develop and maintain
the skills and knowledge needed to perform their role as
Directors effectively.
For further information on the above, please see Talga’s
“Procedures for Selection and Appointment of Directors”
policy which can be viewed on the Company’s website.
Company Secretary
The Company Secretary plays an important role in
supporting the effectiveness of the Board. The Company
Secretary is accountable to the Board through the Chair
on all matters regarding the proper function of the Board.
This includes assisting the Board on governance matters,
monitoring compliance with policies and procedures, co-
ordinating board meetings and acting as the interface
between the Board and senior Executives. Details regarding
the Company Secretary, including their experience and
qualifications are set out in the Directors’ Report section of
the 2024 Annual Report.
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Annual Report 2024
Performance evaluation practices
The Company has a Performance Evaluation Practices Policy
(as disclosed on the Company’s website) with processes
established to review the Board’s performance and the
performance of individual Directors (including the Managing
Director) and senior Executives. The method and scope of
the performance evaluation is set by the Board and may
include a Board self-assessment checklist/questionnaire to
be completed by each Director as well as the use of external
specialist consultants.
The Chair is responsible for conducting the performance
appraisals of the Non-Executive Directors in conjunction
with each Non-Executive Director. The Board will review
the performance of the Managing Director. A review of the
performance of the Managing Director was conducted
during the period.
The Chair and the Board regularly discussed the
performance and composition of the Board during the
financial year, considering issues or concerns as they arose.
This ongoing process has remained in-house and informal
throughout the year, relying on regular discussion.
The Board together with the Remuneration Committee
is responsible for evaluating the performance of the
Company’s senior Executives. This is performed annually,
meeting formally with each senior Executive and ongoing
informal monitoring throughout each financial year. Formal
evaluation appraisals of senior Executives were conducted
during the financial year in accordance with this policy.
Diversity policy
The Company has adopted a Diversity Policy (as disclosed
on the Company website) embracing a corporate culture
supporting equal opportunity free from discrimination
related to gender, ethnicity, cultural background, age, or other
personal factors and includes requirements for the Board
to develop measurable objectives for achieving diversity
and annually assess both the objectives and the progress
in achieving those objectives as positions become available.
The Company is committed to diversity and recognises
the benefits arising from a diverse mix of skills and talent
amongst its Directors, officers and employees to enhance
Company performance and achieve the Company’s goals.
Whilst the Company does not currently comply with ASX
recommendation 1.5 (c) to establish measurable targets for
achieving gender diversity at a Board level, a Nomination
Committee has been tasked with the process for the
appointment of a new female board member. The process
for selection, recruitment and appointment has commenced
in line with Talga’s Nomination Charter. The Company is
progressing measurable objectives in its commitment to
gender diversity and towards achieving a board composition
of no less than 30% of its Directors.
Gender diversity is achieved across the Group. The proportion
of female and male employees across the whole organisation
as at 30 June 2024 was 46% and 54% respectively. Currently,
the Board comprises five members, all of whom are male.
One senior executive position is female. A senior executive
officer holding below the below the Board level includes
the Company Secretary, Chief Executive Officer and Chief
Financial Officer.
The Company is not a “relevant employer” under the
Workplace Gender Equality Act.
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Annual Report 2024
Principle 2: Structure the Board to be effective
and add value
Nomination committee
In accordance with recommendation 2.1 of the ASX
Corporate Governance Principles and Recommendations,
the Company has established a separate Nomination
Committee to address the skill-set of current Board
members and the future need to expand that skill-set and
diversity by way of appointment of new Directors.
The Board has adopted a Nomination Committee Charter
(as disclosed on the Company website) which describes
the role, functions, responsibilities and processes of the full
Board in its capacity as the Nomination Committee. Items
that are usually required to be discussed by a Nomination
Committee are marked as separate agenda items at Board
meetings when required.
Board skills and experience
The Company’s objective is to have a Board with the
appropriate mix of skills, expertise and experience to
effectively discharge the duties of the Board. The Board
collectively has a combination of skills and experience as set
out in the table below. A profile of each Director setting out
their skills, experience, expertise, is set out in the Directors’
Report section of the 2024 Annual Report.
Expertise
Mineral Exploration
Commercial and Legal
Finance/Accounting
Governance and Compliance
Strategy and Risk Management
Capital Markets
Project Development
Industry
Mineral Resources
Capital Markets
Renewable Energy
Materials
Automotive
Aerospace
Maritime
Defence
Qualifications
Business and Accounting
Taxation
Geology
Construction and Materials Technology
The Board reviews its composition on a regular basis to
consider where it is appropriate and relevant to further
strengthen the Board through its development strategy.
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Annual Report 2024
Board independence
The Board considers the independence of Directors having
regard to the relationships listed in Box 2.3 of the ASX
Corporate Governance Principles and Recommendations
and the Company’s materiality thresholds, namely whether
a Director:
— is, or has been, employed in an Executive capacity by
the Company or any of its subsidiaries and there has not
been a period of at least three years between ceasing
such employment and serving on the Board;
— is, or has been within the last three years, in a material
business relationship (e.g. as a supplier, professional
adviser, consultant or customer) with the Company
or any of its subsidiaries, or an officer of, or otherwise
associated with, someone with such a relationship;
— is, represents, or is or has been within the last three years
an officer or employee of, or professional adviser to, a
substantial shareholder;
— has close personal ties with any person who falls within
any of the categories described above;
— receives performance-based remuneration (including
options or performance rights) from, or participates in an
employee incentive share scheme of, the entity; or
— has been a Director of the Company for such a period that
his or her independence may have been compromised.
In each case, independence is a matter of judgement for
the Board as a whole and the materiality of the interest,
position or relationship needs to be assessed by the board
to determine whether it might interfere, or might reasonably
be seen to interfere, with the Director’s capacity to bring an
independent judgement to bear on issues before the board
and to act in the best interests of the entity as a whole
rather than in the interests of an individual security holder or
other party.
Materiality is considered from both a quantitative and
qualitative perspective. An item is presumed to be
quantitatively immaterial if it is equal to or less than 5% of
an appropriate base amount. Qualitative factors considered
include the nature of the relationship or contractual
arrangement and factors that could materially interfere with
the independent exercise of the Director’s judgement.
Non-Executive Directors currently hold performance rights
(see the Directors’ Report, Option, Right and Shareholdings
of Directors and Officers section and note 17 to the financial
statements) with performance milestones that are aligned to
the near-term business strategy of financing and developing
the Company’s flagship Vittangi Anode Project. The Board
has determined that this does not interfere, or might
reasonably be seen to interfere, with the Director’s capacity
to bring independent judgement to bear on issues before
the board and to act in the best interests of the entity as a
whole rather than in the interests of an individual security
holder or other party.
Consequently, and In accordance with the definition of
independence above and the materiality thresholds, the
independent Directors of the Company are Grant Mooney
(Non-Executive Director since 20 February 2014), Stephen
Lowe (Non-Executive Director since 17 December 2015), Terry
Stinson (Non-Executive Chair since 8 February 2017) and Ola
Rinnan (Non-Executive Director since 7 August 2017).
The Board recognises the ASX recommendations that the
majority of the Board should be comprised of independent
Directors (Recommendation 2.4) and the Chair of the Board
should be an independent Director (Recommendation 2.5).
The Company complies with these recommendations.
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Annual Report 2024
Principle 3: Instil a culture of acting lawfully,
ethically and responsibly
Code of conduct
The Company has adopted a Code of Conduct Policy (as
disclosed on the Company website) as to the practices
necessary to maintain confidence in the Company’s
integrity and objectivity, striving at all times to enhance the
reputation and performance of the Company. The Code
provides a framework covering the Board, officers and all
employees including the responsibility and accountability of
individuals for reporting reports of unethical behaviour and
conflicts of interest.
The Company has also adopted a Whistleblower Policy to
deal with issues of actual or suspected unethical, unlawful
or undesirable conduct and includes mechanisms whereby
employees and others can report their concerns freely
and without fear of reprisal or intimidation. In addition the
Company has adopted an Anti-bribery and Corruption Policy.
Sustainability
The Company has developed a Sustainability and People
Report which sets out the Company’s values and aspirations
focusing on three key areas: environment; people and
communities; and long-term value. These areas cover
responsible value chains (using ethically and environmentally
responsible suppliers), governance (conducting business
ethically and to a high standard), environmental stewardship
(minimising and mitigating impact on water, land, air
quality and biodiversity), social responsibility (respecting
the cultures, customs and values of the societies in which
the Company operates whilst working collaboratively
with stakeholders to deliver positive outcomes) and the
Company’s team (providing a safe, inclusive, supportive and
diverse workplace). The full Sustainability and People Report
is included as part of the 2024 Annual Report.
Conflict of interest
Directors must keep the Board advised, on an ongoing basis,
of any interest that could potentially conflict with those of
the Company. Where the Board believes that a significant
conflict exists for a Director on a Board matter, the Director
concerned does not receive the relevant Board papers and
is not present at the meeting whilst the item is considered.
In addition, where relevant, the Board has adopted a Board
protocol for dealing with confidential information. Details of
Director related transactions with the Company are set out
in note 17 of the 2024 Annual Report financial statements.
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Principle 4: Safeguard integrity of
corporate reporting
Audit and risk committee
The Board has a separate Audit and Risk Committee and
has an Audit and Risk Committee Charter (as disclosed
on the Company website) which describes the role and
responsibilities of the Audit Committee.
The Committee comprises three Non-Executive Directors:
Stephen Lowe, Terry Stinson and Grant Mooney, and their
qualifications and experience together with meetings
attended during the year are contained in the Directors’
Report section of the 2024 Annual Report.
The Company’s Audit and Risk Committee Charter
includes the process for (re)appointing, removal and
rotation of an external auditor. The Board was responsible
for the initial appointment of the external auditor and
the Audit Committee for any subsequent appointment
of a new external auditor when any vacancy arises. An
external auditor must be able to demonstrate complete
independence from the Company and an ability to
maintain independence throughout the engagement
period. Furthermore, the auditor must have arrangements
in place for the rotation of the audit engagement partner
in accordance with professional standards as current
from time to time, including part 2M.4 Division 5 of the
Corporations Act 2001 (Cth).
The Company’s external auditor is invited to and attends the
Annual General Meeting (“AGM”) to answer questions from
shareholders relevant to the audit.
CEO and CFO declaration
The Chief Executive Officer and Chief Financial Officer
have provided a declaration to the Board in accordance
with section 295A of the Corporations Act 2001 (Cth) that,
in their opinion, the financial records have been properly
maintained and that the financial statements comply with
the appropriate accounting standards and give a true and
fair view of the financial position and performance of the
Company for the reporting period and that their opinion is
formed on the basis of a sound system of risk management
and internal control which is operating effectively.
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Principle 5: Make timely and balanced disclosure
The Company has adopted a Continuous Disclosure Policy
(as disclosed on the Company website). The policy:
— raises awareness of the Company’s obligations under the
continuous disclosure regime;
— establishes a process to ensure that information about the
Company which may be market sensitive and which may
require disclosure is brought to the attention of the person
primarily responsible for ensuring that the Company
complies with its continuous disclosure obligations in a
timely manner and is kept confidential; and
Principle 6: Respect the rights of security holders
The Company recognises the value of providing current and
relevant information to its shareholders and the Board is
committed to open and effective communication, ensuring
all shareholders are informed of all significant developments
concerning the Company. The Company has in place
an effective Shareholder Communications and Investor
Relations Policy (as disclosed on the Company website).
The Company’s Shareholder Communications and Investor
Relations program includes:
— actively engaging shareholders at the AGM,
promoting two-way interaction, by encouraging
shareholder interaction during the AGM, including
encouraging questions;
— issuing regular Company updates;
— sending and receiving shareholder communications
electronically both from the Company and via the
Company’s share registry;
— maintaining the Company’s website, including posting
all announcements, reports, notice of meetings and
governance information;
— engaging in scheduled interactions with institutional
investors and analysts;
— meeting with shareholders upon request;
— responding to direct queries from time to time; and
— ensuring continuous disclosure obligations are
understood across the Company.
In addition, shareholders are encouraged to follow the
Company by following our X account @Talga_Ltd and by
signing up to our email subscriber list.
The Company commits to all substantive resolutions at a
meeting of security holders which are to be decided by a poll
rather than by a show of hands.
— sets out the obligations of Directors, officers,
employees and contractors of the Company to ensure
that the Company complies with its continuous
disclosure obligations.
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Principle 7: Recognise and manage risk
While the Board’s Charter clearly establishes that the
Board is responsible for ensuring there is a good sound
system for overseeing and managing risk, the Board has
established a separate Audit and Risk Committee. The
Company has adopted a Risk Management Policy (as
disclosed on the Company website) which describes the role
and responsibilities of the Risk Committee. The Committee
assumes the responsibilities of ensuring that risks and
opportunities are identified on a timely basis and the
Company’s objectives and activities are aligned with those
risks and opportunities.
The Committee and Board’s collective experience enables
accurate identification of the principal risks which may affect
the Company’s business. Management of these risks will be
discussed by the Committee and the Board at periodic (at
least annually) strategic planning meetings. In addition, key
operational risks and their management, are recurring items
for deliberation at Board meetings.
The Committee comprises three Non-Executive Directors:
Stephen Lowe, Terry Stinson and Grant Mooney, and their
qualifications and experience together with meetings
attended during the year are contained in the Directors’
Report section of the 2024 Annual Report.
The Company has a number of mechanisms in place to
ensure that management’s objectives and activities are
aligned with the risks identified by the Committee. These are
discussed further under the internal audit section below.
The Board has received assurance from the Chief Financial
Officer and Chief Executive Officer that the declarations
made in accordance with section 295A of the Corporation
Act 2001 are:
1. founded on a sound system of risk management and
internal compliance and control which implements the
policies adopted by the board; and
2. the Company’s risk management and internal compliance
and control system is operating efficiently and effectively
in all material respects.
Internal Audit
The Company does not have an internal audit function
and as such does not comply with ASX recommendation
7.3 (a). The Board has determined that given the size of
the Company, an internal audit function is not practical.
The Board has adopted a Risk Management Policy and
processes appropriate to the size of the Company to
manage the Company’s material business risks through
the Audit and Risk Committee and senior management to
ensure regular reporting to the Board on whether those
risks are being managed effectively in accordance with the
controls in place such as:
— monthly reporting to the Board in respect of operations
and the financial position of the Company;
— monthly rolling cashflow forecasts budgets accompanied
by variance analysis;
— circulating minutes of and relevant Committees to the
Board and the Chair of each respective committee and
provide a report to the Board on an annual basis;
— employing appropriately qualified employees;
— SWOT analysis;
— developing commercial partnerships and relationships
with end users;
— aligning Company activities with world class an
innovative industry bodies and service providers;
— appropriate health, safety and environment practices; and
— a corporate governance manual which contains other
policies to assist the Company to establish and maintain
its governance practices.
Economic, Environmental and Social Risks
The Company’s economic, environmental and social
sustainability risks are discussed in the Directors’ Report
section of the 2024 Annual Report.
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Principle 8: Remunerate Fairly and Responsibly
It is the Company’s objective to provide maximum
stakeholder benefit from the retention of a high quality
Board by remunerating Directors and employees fairly
and appropriately.
Remuneration Committee
The Board has a separate Remuneration Committee in
compliance with ASX Corporate Governance Principles
and Recommendation 8.1. The Remuneration Committee
is focused on providing independent reviews and
recommendations to the main Board on remuneration
packages and policies applicable to Senior Executives
and Directors themselves. The Remuneration Committee
charter is disclosed on the Company website. Members and
meetings of the Remuneration Committee are set out in the
Directors’ Report section of the 2024 Annual Report.
The remuneration details of Non-Executive Directors and
Executive Directors are also set out in the Remuneration
Report that forms part of the Directors’ Report section of
the 2024 Annual Report.
Remuneration Policy
As disclosed in the Remuneration Charter, Non-Executive
Directors are remunerated at market rates for time,
commitment and responsibilities. Remuneration for
Non-Executive Directors is not linked to individual
performance. There are no termination or retirement
benefits for Non-Executive Directors.
Pay and rewards for Executive Directors and Senior
Executives consists of base pay and benefits (such as
superannuation) as well as short-term and long-term
incentives. Executives are offered a competitive level of base
pay at market rates and are reviewed annually to ensure
market competitiveness.
Details of Director and Senior Executive remuneration,
including the Company’s policy on remuneration, are
contained in the Remuneration Report which forms a part of
the Directors’ Report section of the 2024 Annual Report.
Securities Trading Policy
The Company recognises that Directors, officers and
employees may hold securities in the Company and that
most investors are encouraged by these holdings. The
Company’s Securities Trading Policy (as disclosed on the
Company website) explains and reinforces the Corporations
Act 2001 requirements relating to insider trading. The policy
applies to all Directors, employees of the Company and
their associates and closely related parties (collectively
“Restricted Persons”). The policy is compliant with the ASX
Listing Rules and expressly prohibits Restricted Persons
buying or selling TLG securities where the Restricted Person
is in possession of price sensitive or ‘inside’ information and
in any event without the prior written approval of a clearance
officer. Under the policy, Restricted Persons are also
prohibited from entering into transactions or arrangements
which limit the economic risk of participating in unvested
entitlements under any equity based remuneration scheme.
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Project/location
Tenements
Interest held by Talga
Aero Lithium Project
Norrbotten County, Sweden
Suorravaara nr 3
100%
Sourravaara nr 5
100%
Suorravaara nr 6
100%
Suorravaara nr 7
100%
Nilivaara nr 1
100%
Jalkunen Project
Norrbotten County, Sweden
Jalkunen nr 1
100%
Jalkunen nr 4
100%
Kiskama Project
Norrbotten County, Sweden
Kiskama nr 1
100%
Raitajärvi Project
Norrbotten County, Sweden
Raitajärvi nr 5
100%
Raitajärvi nr 7
100%
Vittangi Project
Norrbotten County, Sweden
Nunasvaara nr 2
100%
Nunasvaara nr 3
100%
Vittangi nr 2
100%
Vittangi nr 6
100%
Pajala Project
Norrbotten County, Sweden
Lautakoski nr 5
100%
Schedule of
mineral tenements
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Annual Report 2024
Suite 3.03, Level 3
46 Colin Street
West Perth WA 6005, Australia
Phone: 08 9481 6667
ASX:TLG