ACN 621 122 905
Financial statements for the year ended
30 June 2022
Corporate Directory
Board of Directors
Ian D. Finch
Antony L. Lofthouse
Patrick N. Burke
Executive Chairman
Non-Executive Director
Non-Executive Director
Company Secretary
Neil W. McKay
Principal Place of Business
Unit 8
16 – 18 Nicholson Road
Subiaco WA 6008
Postal Address
PO Box 27
West Perth, Western Australia 6872
Auditors
Hall Chadwick WA Audit Pty. Ltd.
283 Rokeby Road
Subiaco WA 6008
Share Register
Advanced Share Registry Services Pty. Ltd.
110 Stirling Highway,
Nedlands, WA 6010
Stock Exchange Listing
Australian Stock Exchange
Perth Exchange:
Code : TOR
Banker
Westpac Banking Corporation
1257 Hay Street, West Perth
Western Australia 6005
2
Torque Metals Limited 30 June 2022
Contents
Corporate Directory ................................................................................................................................ 2
Contents .................................................................................................................................................. 3
Chairman’s Report .................................................................................................................................. 4
Directors’ Report ..................................................................................................................................... 5
Corporate Governance Statement ........................................................................................................ 22
Auditor’s Independent Declaration ...................................................................................................... 23
Independent Auditor’s Report .............................................................................................................. 24
Director’s Declaration ........................................................................................................................... 30
Statement of profit or loss and other comprehensive income for the year ended 30 June 2022 ....... 31
Statement of financial position as at 30 June 2022 .............................................................................. 32
Statement of changes in equity for the year ended 30 June 2022 ....................................................... 33
Statement of cash flow for the year ended 30 June 2022 .................................................................... 34
Notes to the financial statements for the Year 30 June 2022 .............................................................. 35
Additional Shareholders Information ................................................................................................... 56
Tenements ........................................................................................................................................... 58
3
Torque Metals Limited 30 June 2022
Chairman’s Report
Dear Members,
.
In the fifteen months since listing we achieved our stated objectives of finding new, high grade gold
discoveries at our flagship Paris project. We also demonstrated that further significant opportunities remained
within the Paris leases to rapidly increase the high-grade gold resource. We have continued that search
unabated.
Early exploratory intersections at Paris including 24m @ 10.7g/t au (inc. 6m @ 34.6 g/t) and 27m @ 8.16 g/t
(inc. 6m @ 21.95 g/t) extended the major high-grade zone at the Paris pit area up to the West. In addition, we
are also following up interpreted easterly resource extensions as well as opportunities to the South of the pit
and at depth.
In March we received the assay results from our extensive surface geochemical survey to the South of the
Paris mine. The results highlighted a further three distinct gold anomalies – now called “Paris South”,
“Carreras”, and “Pavarotti”. Importantly the three anomalies lie within the clear trend, now known as the
“Paris Gold Corridor”. Equally as important is the fact that these results are instrumental in establishing a
“pipeline” of gold prospects to augment ongoing exploration at Paris – another early objective that the
Company has achieved.
In March we were fortunate to acquire the services of Mr. Cristian Moreno, a highly credentialled geoscientist.
He holds a BSc (Geology) and BEng (Agri. Eng.) and recently gained a high distinction MSc (Geophysics) from
Curtin University. In addition, he is currently completing an MSc in Statistics and Data Science from the
prestigious KU Leuven University in Belgium.
In April Cristian became our CEO and set about growing the Company in its quest to become a significant
contributor to the resource industry in Australia. Anyone who has met Cristian will know that these are far
from “idle boasts”!
Your board has a strong belief that our Paris Project has the potential to become a major addition to the
world-renowned Eastern Goldfields of Western Australia.
None of our success would be possible without the backing of Euroz-Hartleys, our lead broker and advisor. I
thank them for their ongoing support.
Once again, I thank you for your support.
Yours Sincerely,
Ian D Finch
Chairman
4
Torque Metals Limited 30 June 2022
Directors’ Report
The directors of Torque Metals Limited (“Torque” or “the Company”) present their report on Torque for the year
ended 30 June 2022 (“the Year”).
Directors
The names of the directors of the Company during the year are:
Ian D. Finch
Antony (Tony) L. Lofthouse
Patrick N. Burke
Directors have been in office since the start of the Year to the date of this report unless otherwise stated.
Ian D. Finch
Executive Chairman (appointed 16 August 2017)
Qualifications
Experience
BSc (Hons) in Geology from the University of Birmingham (England), Member of the
Australasian Institute of Mining and Metallurgy.
Mr. Finch’s career spans more than 51 years of mining and exploration. He worked
extensively throughout Southern Africa between 1970 and 1981—from the Zambian
Copper Belt and Zimbabwean Nickel and Chrome fields to the Witwatersrand Gold
Mines in South Africa.
In 1982 he joined CRA Exploration as a Principal Geologist, before joining Bond Gold
as its Chief Geologist in 1987.
In 1993 Mr. Finch established Taipan Resources Ltd, a company which successfully
pioneered the exploration for large gold deposits in the Ashburton District of Western
Australia—when it discovered a resource of approximately 1.0 million ounces at the
Paulsen’s Project.
In 1999 Mr. Finch founded Templar Resources Limited, which became a 100% owned
subsidiary of Canadian listed company Goldminco Corporation. As President/CEO for
Goldminco until May 2005, Mr. Finch established an extensive exploration portfolio in
New South Wales where the Company actively explored for large porphyry copper /
gold deposits. During his presidency, Mr. Finch forged strong strategic ties with the
major mining houses and financial institutions in Vancouver, Toronto and London.
Interest in Shares
2,796,268 fully paid ordinary shares.
1,311,567 30 cent Options exercisable 30 November 2023
50% beneficial interest in Turf Moor Pty. Ltd. a company in which he is a shareholder.
Directorships held in
other listed entities
None.
Antony L Lofthouse
Qualifications
Non-Executive Director
Bachelor of Science (Hons) Geology from the University of London and a Master of
Business Administration from the University of Western Australia
Experience
With more than 44 years of working in the resources sector in Australia, Saudi Arabia
and the United Kingdom, Mr. Lofthouse has developed expertise in an extensive range
of relevant disciplines that together deliver a skillset ideally suited to the particular
5
Torque Metals Limited 30 June 2022
challenges of an emerging mineral exploration company. Mr. Lofthouse has worked
as a field geologist, a resources equity analyst in stockbroking, a corporate banker
managing a portfolio of resource and infrastructure customers (providing services
that included project finance, mezzanine debt, corporate advisory, transactional
banking facilities, credit analysis and legal documentation). Mr. Lofthouse has also
worked as a provider of internet-based geotechnical information services, and most
recently as the CEO of Ora Gold (formerly Thundelarra) an ASX-listed Australian
exploration company. He also has previous ASX-listed company non-executive
director experience.
100,000 fully paid ordinary shares.
12,500 30 cent Options expiring 30 November 2023
25,000 30 cent Options exercisable 28 December 2023
50% beneficial interest in Porites Pty. Ltd. a company which acts as trustee for
investments on his behalf.
Interest in Shares
Directorships held in
other listed entities
None.
Patrick N. Burke
Non-Executive Director
Qualifications
Experience
Interest in Shares
Directorships held in
Other listed entities
LLB
Mr Burke holds a Bachelor of Laws from the University of Western Australia. He has
extensive legal and corporate advisory experience and over the last 15 years has acted
as a director for a large number of ASX, NASDAQ and AIM listed companies. His legal
expertise is in corporate, commercial and securities law in particular capital raisings
and mergers and acquisitions. Mr Burke’s corporate advisory experience includes
identification and assessment of acquisition targets, strategic advice, deal structuring
and pricing, funding, due diligence and execution.4 4 4 4
nil
Current
Western Gold Limited: Appointed 21 March 2021
Lycanon Resources Limited: Appointed 10 February 2021
Province Resources Limited: Appointed 9 November 2020
Meteoric Resources NL: Appointed 1 December 2017
Triton Minerals Limited: Appointed 22 July 2016
Past Three Years
Mandrake Resources Limited: Appointed 4 August 2019: Resigned 24 March 2022
Koppar Resources Limited: Appointed 5 February 2018: Resigned 31 December 2019
Vanadium Resources Limited: Appointed 1 July 2017: Resigned 29 November 2019
Transcendence Technologies Limited: Appointed 28 September 2018: Resigned 20
November 2019
Company Secretary
Neil W. McKay
Company Secretary
Qualifications
Experience
B.Bus (Sec Admin)
Mr McKay is an accountant with more than 40 years in senior accounting, finance and
in Australia and the
company secretarial roles. His career has concentrated
Philippines. After becoming an Associate Member of the Institute of Chartered
Accountants in Australia, he ventured into the mineral exploration industry, where at
6
Torque Metals Limited 30 June 2022
Interest in Shares
various times he was Company Secretary for a successful oil and gas company and held
senior accounting positions within the exploration
Industry
2,613,433 fully paid ordinary shares.
1,278,359 30 cent Options exercisable 30 November 2023
50% beneficial interest in Turf Moor Pty. Ltd. a company in which he is a shareholder.
Chief Executive Officer
Cristian Moreno
Chief Executive Officer
Mr Moreno specialises in the emerging field of advanced machine learning in order
to process new and existing geoscientific data to improve the potential for
exploration success.
With over five years international experience, Mr Moreno has served in various roles
including as an exploration and project geologist for gold exploration/producing
companies and for oil and gas companies.
He holds a high distinction in Masters of Science majoring in Geophysics from Curtin
University (2020 – 2021), a Bachelor of Science with First Class Honours in Geology
(2013– 2017) and Bachelor of Engineering with First Class Honours in Agricultural
Engineering (2007-2013) both from The National University of Colombia. He is
currently enrolled in Masters of Science majoring in Statistics and Data Science from
KU Leuven University..
Mr Moreno is also a member of the Australasian Institute of Mining and Metallurgy
(AusIMM), the Australian Society of Exploration Geophysics and the Curtin Society
of Petroleum Engineering (SPE)
Interest in Shares
Nil
Significant changes in state of affairs
During the Year the company issued participating Shareholders 12,634,092 entitlement options exercisable at
30 cents prior to 30 November 2023 and a further 7,500,000 attaching options exercisable prior to 28 December
2023 also at 30 cents per option were issued to sophisticated investors together with 15,000,000 ordinary
shares.
Principal Activities
During the financial year the principal activities of the consolidated entity consisted of mineral exploration.
7
Torque Metals Limited 30 June 2022
Review of Operations
Perth-based, Western Australian-focused gold explorer Torque Metals Limited (“Torque” or “the Company”)
(ASX: TOR) is pleased to report on its activities for the 12-month period ending June 2022.
During the year, the Company was focused on progressing its flagship Paris Gold Project in Western Australia
where drilling confirmed very strong, broad zones of high-grade gold at Paris, indicating significant potential
for growth in gold resources below and adjacent to the existing pit. Additional phases of drilling confirmed
high-grade gold intercepts and multiple new exploration targets within the Paris Gold Corridor.
Torque also progressed the exploration activities for Nickel at the Paris Project. The Company commissioned a
Ground Moving Loop Electromagnetic (MLEM) survey to test for conductive nickel sulphides at the Domingo
and Melchior nickel prospects. This survey commenced subsequent to the period and included an additional
target “Melchior West” south of Domingo as result of improvements to the initial survey.
The Company commenced the maiden Reverse Circulation (RC) drill program at Withers Find prospect at the
Bullfinch Project area, near Southern Cross, in Western Australia. The Torque program completed 1,260m of
RC drilling. An intensive data review also identified several high-quality follow up targets. Exploration of these
targets will be scheduled for attention early next year.
1. Paris Gold Project
Project Background – The Paris Project
Torque’s Paris Project lies within the area known as the Boulder-Lefroy Fault Zone (Figure 1). This prolific gold-
bearing structure is host to numerous mines that have produced many millions of ounces of gold, including the
world famous “Super Pit” in Kalgoorlie.
Figure 1: The Boulder-Lefroy Fault
Torque’s Paris Project area remains vastly underexplored, with past drilling limited in extent and generally
restricted to the top 50 metres. Significant opportunities for discovery of gold mineralisation by the application
of modern-day exploration techniques and the undertaking of more extensive, and deeper, drilling exists at
the project. Torque undertook three drilling campaigns at Paris during the year with the objective of better
8
Torque Metals Limited 30 June 2022
defining the zones most likely to rapidly increase the project’s gold resource base. As a result, Torque has
discovered six new prospects within the “Paris Gold Corridor”1 (Figure 2).
Figure 2: The Paris Gold Corridor
1 Refer to ASX announcement dated 15 March 2022 - Gold Anomalies Provide Evidence of a Paris Gold Corridor
9
Torque Metals Limited 30 June 2022
Paris Project First Pass Drilling
First pass drilling commenced at the Paris Project in Q1 for a total of 102 Reverse Circulation (RC) holes,
aggregating 7427m 2,3,4 Broad, high-grade gold was intersected in 6 of the 8 targeted prospects and the eight
prospects drilled by Torque at the Paris Project were:
Observation (22 holes for 1,688m)
Strauss (24 holes for 1,722m)
HHH South (11 holes for 804m)
Paris North (6 holes for 402m)
HHH Pit (3 holes for 308m)
Paris Pit (4 holes for 619m)
Marmaracs (21 holes for 1,116m)
Lady Doris (11 holes for 768m)
Follow-up Drilling at Gold Discoveries Observation, Strauss, Caruso, Paris & HHH Pits
Further follow-up holes were drilled in Q2 of the period at the Paris Project 5,6,7,8. The supplementary drilling
tested new gold discoveries at the Observation and Strauss prospects and adjacent to existing open pits at
Paris and HHH6
Results from the drilling at Paris and HHH confirmed very strong, broad zones of high-grade gold along strike
and both up and down dip, demonstrating considerable potential for growth in gold resources below and
adjacent to the existing pits.
Assay highlights from drilling adjacent to HHH open pit included an intersection of 3m @ 3.89 g/t Au from 87m
in hole 21HRC003.
Drilling at the Observation Prospect delivered high grade intercepts at shallow depth, including9
6m @ 9.86g/t Au from 57m (21ORC031)
6m @ 8.45g/t Au from 51m (21ORC036)
3m @ 9.87g/t Au from 72m (21ORC037)
A further new discovery, subsequently named the Caruso Prospect, came from drilling centred 200m northeast
of the HHH open pit mine10. 9 holes for 798 metres were drilled at Caruso returning strong results, including:
15m @ 3.12 g/t Au from 15m (HRC023)
9m @ 3.47 g/t Au from 30m (HRC018)
6m @ 1.37 g/t Au from 24m (HRC016)
Further High-Grade Gold Intercepts from Phase 3 Drilling at Paris Prospect
Phase 3 RC drilling commenced during Q311 and reaffirmed a very strong, broad zone of high-grade gold
extending approximately 50m westbound of Torque’s first discovery that intersected a wide gold zone of 24m
@ 10.7 g/t Au12 13 (Figure 3).
2 Refer to ASX announcement dated 1 July 2021 - Drilling for Resource Extension at Paris and HHH Completed
3 Refer to ASX announcement dated 14 July 2021 - Paris First Phase Drilling Report
4 Refer to ASX announcement dated 18 August 2021 Broad, High Grade Gold hits at Paris
5 Refer to ASX announcement dated 18 October 2021 – New High-Grade Discovery at Paris Gold Mine
6 Refer to ASX announcement dated 15 September 2021 - New Gold Discovery at Paris Project
7 Refer to ASX announcement dated 16 November 2021 – Follow-up drilling begins at Paris Gold Discoveries
8 Refer to ASX announcement dated 15 December 2021 – Paris Gold Project Drilling Update
9 Refer to ASX announcement dated 20 January 2022 – Outstanding gold intercepts from Paris Project
10 Refer to ASX announcement dated 27 January 2022 – New Gold discovery at Paris Project
11 Refer to ASX announcement dated 7 February 2022 – Drilling recommences at Paris Gold Project Discoveries
12 Refer to ASX announcement dated 28 April 2022 – High Grade Gold Zones Intersected Paris Gold Project
13 Refer to ASX announcement dated 24 May 2022 – Further wide high-grade gold intercepts at Paris
10
Torque Metals Limited 30 June 2022
Figure 3: Wide High-grade continues at Paris Prospect
Drilling also confirmed very strong, broad zones of high-grade gold both up and down dip at Paris, indicating
significant potential for growth in gold resources below and adjacent to the existing pit13,14.
Assay results from the Phase 3 drill program confirmed a mineralised zone covering a minimum strike length of
~120 metres. The Company notes that historical drill results from its database demonstrate that there is strong
potential for a strike extent in excess of 300 metres to the west. This too remains open to the northwest,
southeast, and at depth (Figure 4).
Figure 4: Wide High-grade continues northwest
14 Refer to ASX announcement dated 21 February 2022 – Emerging high grade gold zone adjacent to Paris pit
11
Torque Metals Limited 30 June 2022
Paris Gold Corridor
In March 2022, Torque announced highly anomalous auger geochemistry results (up to 249ppb), with ~600m
continuous NNW trending gold anomaly on and south-east of the “Paris South” prospect15 16.
Two additional gold anomalies were also identified in a previously unexplored area, approximately 3.7kms to
the SSE of the Paris Mine – “Pavarotti” and “Carreras”. All anomalies line up in an NNW orientation and
provide further confirmation for the existence of a “Paris Gold Corridor” (Figures 5 and 6).
Figure 5: Location of auger sample points and gold geochemical anomalies
15 Refer to ASX announcement dated 15 March 2022 – New gold anomalies provide further evidence of a Paris Gold Corridor
16 Refer to ASX announcement dated 28 April 2022 – High grade gold zones intersected Paris Gold Project
12
Torque Metals Limited 30 June 2022
Figure 6: Paris Gold Corridor
1.2 Nickel Potential at Paris
The Company announced during Q4 that following extensive search of its datasets, 10 historical drill holes had
been identified with significant elevated and anomalous nickel values17 18 19. This further encouraged Torque’s
view of the prospective nickel at the Company’s 100% owned Paris Project.
The holes were drilled on, or adjacent to, a large positive magnetic anomaly (“Domingo”) located
approximately 10km NNW from defined Electro Magnetic (EM) anomalies (the “Melchior Anomalies”). These
large EM anomalies occur approximately 2km west of the HHH/Caruso gold prospects at Paris and resemble
the AEM anomaly seen at Mincor Resources Cassini prospect approximately 25 km to the West.
The Company commissioned Resource Potentials (ResPot) and GAP Geophysics to conduct a moving loop
electromagnetic (MLEM) survey over the Melchior Anomalies20 (Figure 7).
17 Refer to ASX announcement dated 06 April 2022 – Nickel Potential Upgraded at Paris
18 Refer to ASX announcement dated 05 May 2022 – Electromagnetic Survey of New Nickel Targets
19 Refer to ASX announcement dated 13 July 2022 – Nickel Exploration commences at Paris Project
20 Refer to ASX announcement dated 05 May 2022 – Electromagnetic Survey of New Nickel Targets
13
Torque Metals Limited 30 June 2022
Subsequent to the period, the Ground Moving Loop Electromagnetic (MLEM) survey commenced to test for
conductive nickel sulphides at the Domingo and Melchior nickel prospects21. Furthermore, Torque included an
additional target “Melchior West” south of Domingo as result of developments to the initial survey (Figure 8).
Figure 7: Potential conductive anomalies at the Paris Project
Figure 8: Ground Electromagnetic Survey Design
21 Refer to ASX announcement 13 July 2022 – Nickel Exploration commences at Paris Project
14
Torque Metals Limited 30 June 2022
2. Bullfinch Gold Project
Torque controls approximately 600 Km2 of highly prospective, contiguous title within the Bullfinch Gold field,
34kms north of the mining town of Southern Cross in Western Australia. They are collectively known as the
Bullfinch Project (Figure 9).
Figure 9: Bullfinch Project
Subsequent to the period, the Company announced the commencement of a maiden Reverse Circulation (RC)
drill program at Withers Find prospect at the Bullfinch Project area22.
Designed to complete a total of 1260m of RC drilling informed by extensive compilation and review of
historical exploration activity, Torque’s program involves the reprocessing of magnetics, radiometric, and
gravity geophysics, and the collection of geochemical samples with extensive multi-element assays and
proprietary machine learning analysis.
Recent, intensive data review carried out by the Company identified several high-quality follow up targets.
Exploration of these targets will be a focal point of attention throughout the next half year. (Figure 10).
22 Refer to ASX announcement 06 July 2022 – Drilling starts at Bullfinch Gold Project
15
Torque Metals Limited 30 June 2022
Figure 10: The Bullfinch Project Exploration Potential
This Annual Report has been authorised by the Board of Torque Metals.
Competent Person Statement – Exploration Results
The information in this annual report that relates to Exploration Results is based on information compiled by
Mr Ian Finch, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Finch is an employee
of Torque Metals Limited (“the Company”). Mr Finch is eligible to participate in short and long-term incentive
plans in the Company and holds shares and performance rights in the Company as has been previously
disclosed. Ian Finch has sufficient experience which is relevant to the style of mineralisation and type of deposit
under consideration 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’. Mr. Finch consents to the inclusion in this announcement of the matters based on his information in
the form and context in which it appears.
Forward Looking Statements
This report may contain certain “forward-looking statements” which may not have been based solely on
historical facts, but rather may be based on the Company’s current expectations about future events and
results. Where the Company expresses or implies an expectation or belief as to future events or results, such
expectation or belief is expressed in good faith and believed to have a reasonable basis.
However, forward looking statements are subject to risks, uncertainties, assumptions and other factors which
could cause actual results to differ materially from future results expressed, projected or implied by such forward-
looking statements. Readers should not place undue reliance on forward looking information. The Company does
not undertake any obligation to release publicly any revisions to any “forward-looking statement” to reflect
events or circumstances after the date of this report, or to reflect the occurrence of unanticipated events, except
as may be required under applicable securities laws.
Overview of Company Performance
The table below sets out information about the Company’s earnings and movements in shareholder wealth for
the past two years from the date of listing on ASX up to and including the current financial year.
16
Torque Metals Limited 30 June 2022
NLAT ($'m)
Share price at year end (cents)
Basic EPS (cents)
Directors Remuneration Report- Audited
2022
(2.15)
2021
(1.82)
ASX 24.0
(0.033)
ASX 21.5
(0.04)
This report details the nature and amount of remuneration for each director of the Company.
Options
No director or Key Management Personnel has been granted options in the Company as part of their
remuneration.
The remuneration policy of Torque has been designed to align Director and executive objectives with
shareholder and business objectives by providing a fixed remuneration component which is assessed on an
annual basis in line with market rates. The further tailoring of goals between shareholders and the Directors and
executives is achieved through the issue of equity to the directors and executives to encourage the alignment
of personal and shareholder interest.
The Board of the Company believes the remuneration policy is below accepted industry standards but
appropriate and effective while the Company is in the initial phase of being listed on a Stock Exchange.
The remuneration policy, setting the terms and conditions for the Directors and executives was developed by
the Directors and approved by the Board.
The Board recognises that the remuneration rates are below competitive remuneration rates of local and
international trends among comparative companies and industry generally.
The Group is exploration and development focussed, and therefore speculative in terms of performance. The
Directors and executives are paid below market rates associated with individuals in similar positions, within the
same industry.
Options and performance incentives will be issued, and key performance indicators such as share price, profits
and market value can be used as measurements for assessing Board and executive performance.
All remuneration paid to Directors and executives is valued at the cost to the Company and expensed or carried
forward on the balance sheet for time that is attributable to exploration and evaluation.
The Board policy is to remunerate, where possible, non-executive directors at market rates for comparable
companies for time, commitment and responsibilities. The Executive Chairman with independent advisors as
necessary, determine payments to the non-executive Directors and review their remuneration annually, based
on market practice, duties and accountability. The maximum aggregate amount of fees that can be paid to non-
executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive
Directors are not linked to the performance of the Company. However, remuneration of non-executive directors
at this present time are below comparable market expectations.
Details of remuneration for the years ended 30 June 2022 and 30 June 2021
The remuneration for each key management personnel of the Company during the year was as follows
17
Torque Metals Limited 30 June 2022
2022
Fixed Remuneration
Variable Remuneration
Super
Total
Performance
Rights
Total
Directors
Ian Finch
Tony Lofthouse
Pat Burke
Senior Management
Cristian Moreno1
Neil McKay
Salaries
Consulting
Fees
225,229
36,861
40,547
302,637
107,273
179,183
286,456
589,093
Total
Cristian Moreno appointed 15 November 2021
22,256
3,686
-
25,942
10,727
17,913
28,640
54,582
247,485
40,547
40,547
328,579
118,000
197,096
315,096
643,675
290,113
145,056
145,056
580,225
110,464
123,053
233,517
813,742
537,598
185,603
185,603
908,804
228,464
320,149
548,613
1,457,417
Value of Rights
as % of
remuneration
53.96%
78.15%
78.15%
48.35%
38.44%
2021
Fixed Remuneration
Variable Remuneration
Salaries
Director/
Consulting Fees
Super
Total
Performance
Rights
Total
Value of Rights
as % of
remuneration
50,536
38,397
861
947
90,741
Directors
Ian Finch
Neil McKay*
Tony Lofthouse
Pat Burke**
Total
Performance Rights were cancelled on 28 May 2021 as part of ASX listing requirements
Mr. Finch
Mr. McKay*
Mr. Lofthouse
Mr. Burke**
Resigned 23 June 2021
Appointed 30 January 2020
Appointed 8 February 2021
Executive Chairman
Director
Director
Director
51,062
42,065
947
947
95,021
526
3,668
86
0
4,280
-
-
-
-
-
51,062
42,065
947
947
95,021
-
-
-
-
Number
acquired
during
the year
-
Key Management Personnel (KMP) Equity Holdings and Performance Rights
Shares
30 June 2022
Balance
1/07/2021
Performance
Rights Exercised
Balance
30/06/2022
-
5,000,000
296,268
50,000
-
Turf Moor Pty. Ltd1
Ian Finch
Tony Lofthouse
Pat Burke
Senior Management
Cristian Moreno
Neil McKay
1 Mr. Finch and Mr. McKay are equal 50% shareholders in Turf Moor Pty. Ltd.
which holds 5,000,000 Shares
-
50,000
-
113,433
-
-
-
-
-
-
-
-
5,000,000
296,268
100,000
-
-
113,433
30 June 2021
Turf Moor Pty. Ltd1
Ian Finch
Tony Lofthouse
Pat Burke
Senior Management
Cristian Moreno
Neil McKay`
Balance
1/07/2020
5,000,000
-
50,000
-
Number
acquired
during
the year
-
296,268
-
-
-
-
-
113,433
Performance
Rights Exercised
Balance
30/06/2021
-
5,000,000
296,268
50,000
-
-
113,433
-
-
-
-
-
18
Torque Metals Limited 30 June 2022
Options
30 June 2022
Balance
1/07/2021
Turf Moor Pty. Ltd1.
Ian Finch
Tony Lofthouse
Pat Burke
Senior Management
Cristian Moreno
Neil McKay
Number
acquired
during
the year
1,250,000
61,567
37,500
-
-
28,359
-
-
-
-
-
-
Performance
Rights Exercised
Balance
30/06/2022
-
-
-
-
-
-
1,250,000
61,567
37,500
-
-
28,359
1 Mr. Finch and Mr. McKay are equal 50% shareholders in Turf Moor Pty. Ltd.
which holds 1,250,000 Options
30 June 2021
Turf Moor Pty. Ltd1
Ian Finch
Tony Lofthouse
Pat Burke
Senior Management
Cristian Moreno
Neil McKay`
Balance
1/07/2020
Number
acquired
during
the year
Performance
Rights
Balance
Exercised
30/06/2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Performance Rights
Granted
Number
Grant Date
Fair Value
Performance
Rights
Expiry Date
Vested
Number
Ian D. Finch
Total
Patrick N. Burke
Total
Antony L. Lofthouse
Total
Cristian Moreno
Total
Neil W. McKay
Total
Total
2,000,000
2,000,000
4,000,000
1,000,000
1,000,000
2,000,000
1,000,000
1,000,000
2,000,000
1,000,000
1,000,000
2,000,000
1,000,000
1,000,000
2,000,000
12,000,000
23 November.2021
23 November 2021
$0.15153
$0.25000
3 Years from date
of Issue
23 November. 2021
23 November 2021
$0.15153
$0.25000
3 Years from date
of Issue
23 November 2021
23 November 2021
$0.15153
$0.25500
3 Years from date
of Issue
1 May 2022
1 May 2022
$0.13800
$0.23000
3 Years from date
of Issue
23 November 2021
23 November 2021
$0.15153
$0.25000
3 Years from date
of Issue
-
-
-
-
-
-
-
-
-
-
-
-
Transactions with key management personnel
During the year, there were no other transactions with key management personnel.
End of Remuneration Report
19
Torque Metals Limited 30 June 2022
Review of Operation
The loss of the Company for the Year after providing for income tax, amounted to $2,154,5041 (year ended 30
June 2021: $1,820,026). The expenditure incurred during the Year related to corporate and administration
expenditure, and non-capitalized expenses relating to tenement acquisition.
Unlisted options issued during the year to providers of financial services related to capital raising have been
valued in accordance with the Black and Scholes and expensed in the year $215,138 (2021: $1,120,372)
Corporate
The Company raised a total of $2,946,340 (after costs):
Description
Quantity
Price
$
Total
$
Placement Ordinary
Shares
Cost of Capital
Placement 30 cent
Options to shareholders
Total
Meeting of Directors
15,000,000
$0.20
12,634,092
$0.01
3,000,000
(180,001)
2,818,999
126,341
$2,946,340
The number of directors' meetings held and conducted during the financial year that each director held office
during the financial year and the number of meetings attended by each director is:
Director
Number Eligible
Number Attended
Directors Meetings
I. D. Finch
A.L. Lofthouse
P. N. Burke
11
11
11
The Company does not have a formally constituted audit and risk committee or remuneration and nomination
committee as the Board considers that the Company’s size and type of operation do not warrant the formation
of such committees
11
11
11
Likely developments and expected results
Likely developments in the operations of the Company and the expected results of those operations in future
financial periods have not been included in this report as the inclusion of such information is likely to result in
unreasonable prejudice to the Company.
Environmental Issues
The Company’s operations are subject to environmental regulations under a law of the Commonwealth or state
or territory of Australia.
Dividends
No amounts have been paid or declared by way of dividend shares since the date of incorporation
20
Torque Metals Limited 30 June 2022
Options
The following options over issued shares in the Company were granted during the Year.
Date
Number
Entity
Terms
1 Dec 2021
18 Feb 2022
29 June 2022
29 June 2022
29 June 2022
Total
12,634,092
2,000,000
7,500,000
3,000,000
750,000
25,884,092
Entitlement Issue
Zenix Nominees Pty. Ltd.
Attaching Option
Zenix Nominees Pty. Ltd
Harshell Investments Pty Ltd.
30 cents 30 November 2023
30 cents 17 February 2024
30 cents 28 December 2023
30 cents 28 December 2023
30 cents 28 December 2023
Indemnification and insurance of directors and officers
The Company has entered into Deeds of Indemnification with the directors and officers of the Company.
The Company has insurance policies in place for Directors and Officers insurance.
Proceedings on behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company
for all or any part of those proceedings. The Company was not a party to any such proceedings during the Year.
Events arising since the end of the Year
There have been no significant events arising since the end of the year.
Non-Audit Services
During the period ending 30 June 2022, the Company’s Auditor, Hall Chadwick WA Audit Pty Ltd performed the
non-audit services totaling $5,995
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2022 forms part of the Director’s Report and
can be found on page 23
Signed in accordance with a resolution of directors.
On behalf of the directors
Ian D. Finch
Executive Chairman
21
Torque Metals Limited 30 June 2022
Corporate Governance Statement
The Company has established a corporate governance framework, the key features of which are set out in its
Corporate Governance statement which can be found on the Company’s website at www.torquemetals.com,
under the section marked “Corporate Governance”.
In establishing its corporate governance framework, the Company has referred to the recommendations set
out in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th
edition (Principles & Recommendations). The Company has followed each recommendation where the Board
has considered the recommendation to be an appropriate benchmark for its corporate governance practices.
Where the Company’s corporate governance practices follow a recommendation, the Board has made
appropriate statements reporting on the adoption of the recommendation.
In compliance with the “if not, why not” reporting regime, where, after due consideration, the Company’s
corporate governance practices do not follow a recommendation, the Board has explained its reasons for not
following the recommendation and disclosed what, if any, alternative practices the Company has adopted
instead of those in the recommendation.
In the 12 months ending 30 June 2022, the Company used the cash it had at the time of admission in a way
consistent with its business objectives.
22
Torque Metals Limited 30 June 2022
Auditor’s Independent Declaration
23
Torque Metals Limited 30 June 2022
Independent Auditor’s Report
24
Torque Metals Limited 30 June 2022
25
Torque Metals Limited 30 June 2022
26
Torque Metals Limited 30 June 2022
27
Torque Metals Limited 30 June 2022
28
Torque Metals Limited 30 June 2022
29
Torque Metals Limited 30 June 2022
Director’s Declaration
In accordance with a resolution of the directors of Torque Metals Limited, the directors of the Company
declare that:
the financial statements and notes, as set out, are in accordance with the Corporations Act 2001 and
comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the
financial statements, constitutes compliance with International Financial Reporting Standards (IFRS);
and give a true and fair view of the financial position as at 30 June 2022 and of the performance for
the year ended on that date of the Company;
in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay
its debts as and when they become due and payable; and
the directors have been given the declarations required by s 295A of the Corporations Act 2001 from
the Chief Executive Officer and Chief Financial Officer
On behalf of the Directors
Ian D. Finch
Executive Chairman
Perth
30 September 2022
30
Torque Metals Limited 30 June 2022
Statement of profit or loss and other comprehensive income for the
year ended 30 June 2022
Revenue from continuing operations
Other income
Total revenue and other income
Corporate administrative expenses
Depreciation and amortisation
Financial expense interest
Share based payments
Exploration expense written off
Prospectus expense written off
Loss before income tax
Income tax expense
Loss for the period
Other comprehensive income, net of income tax
Total comprehensive loss for the period
Loss attributable to:
Owners of Torque Metals Limited
Total comprehensive loss attributable to:
Owners of Torque Metals Limited
Earnings/(loss) per share from continuing and
discontinuing operations
Basic weighted average earnings/(loss) per share
Diluted weighted average earnings/(loss) per share
Year Ended
30 June
2022
Year Ended
30 June
2021
Note
$
-
2
2
2
2
2
5
(870,801)
(24,932)
(2,228)
(1,084,707)
(171,836)
-
(2,154,504)
-
(2,154,504)
-
(2,154,504)
$
-
50,000
(390,892)
-
(14,813)
(1,291,326)
-
(172,995)
(1,820,026)
-
(1,820,026)
-
(1,820,026)
(2,154,504)
(1,820,025)
(2,154,504)
(1,820,026)
22
22
(0.033 )
(0.033 )
(0.04)
(0.04)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
31
Torque Metals Limited 30 June 2022
Statement of financial position as at 30 June 2022
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Non current assets
Plant and Equipment
Right of use assets
Exploration and evaluation expenditure
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Lease Liabilities
Unsecured loans
Total current liabilities
Non-Current liabilities
Lease Liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Options
Option Reserves
Performance Reserve
Accumulated losses
Total equity
30 June
2022
$
30 June
2021
$
Note
7
8
9
10
11
12
10
13
10
14
16
17
19
20
3,440,943
21,893
3,462,836
99,966
59,253
6,665,101
6,824,320
10,287,156
302,880
26,859
180
329,920
34,010
34,010
363,930
5,084,472
37,108
5,121,580
-
-
3,695,023
3,695,023
8,816,603
769,920
-
-
769,920
-
-
769,920
9,923,226
8,046,683
11,491,768
126,341
1,704,885
1,223,584
(4,623,352)
9,041,144
-
1,120,372
354,015
(2,468,848)
9,923,226
8,046,683
The above statement of financial position should be read in conjunction with the accompanying notes
32
Torque Metals Limited 30 June 2022
Statement of changes in equity for the year ended 30 June 2022
Issued
Capital
Options
on
Issue
Accumulated Performance Option
Reserve
Losses
Equity
Reserve
Total
$
$
$
$
$
$
Rights
Reserve
$
1,161,404
(648,822)
183,060
13,592
709,234
(1,820,026)
-
-
-
-
-
(2,468,848)
-
-
-
-
-
-
-
170,955
-
- 1,120,372
-
-
-
-
354,015 1,120,372
-
-
(13,592)
-
-
Balance as at 1 July
2020
Total comprehensive Income/loss
for the Period
Issue of ordinary
shares
Performance Rights
issued
Option Reserve
Equity Reserve
Transaction costs
8,357,008
(477,268)
9,041,144
9,041,144
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance as at 1 July
2021
Total comprehensive Income/loss
for the Period
Issue of ordinary
shares
Issue of Options
Performance Rights
issued
Option Reserve
Transaction costs
Balance as at 30
June2022
-
-
(549,376)
3,000,000
-
- 126,341
11,491,768 126,341
(2,468,848)
354,015 1,120,372
(2,154,504)
-
-
-
-
-
-
-
-
-
-
869,569
-
-
-
584,513
-
(4,623,352)
1,223,584 1,704,885
-
-
-
-
-
-
-
-
(1,820,026)
8,357,008
170,955
1,120,372
(13,592)
(477,268)
8,046,683
8,046,683
(2,154,504)
3,000,000
126,341
869,569
584,513
(549,376)
9,923,226
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes
33
Torque Metals Limited 30 June 2022
Statement of cash flow for the year ended 30 June 2022
Cash flow used in operating activities
Payments to suppliers and employees
Net cash (used) in operating activities
Cash flow from investing activities
Tenement acquisition
Exploration and evaluation
Plant and Equipment
Net cash (used) in investing activities
Cash flow from financing activities
Proceeds from share issue
Proceeds from option issue
Repayment with Interest
Unsecured Advance
Convertible Notes
Associates
Other
Interest Paid to Other than a Director
Net cash from financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Notes 30 June 2022 30 June 2021
$
$
(1,224,483)
(1,224,483)
6
(2,684)
(2,684)
(119,607)
(3,117,907)
(104,268)
(3,341,782)
(601,045)
(827,099)
-
(1,428,144)
2,819,999
126,341
(23,784)
180
-
-
-
2,922,736
(1,643,529)
5,084,472
6,646,148
-
(43,476)
(48,200)
(30,000)
(11,228)
6,513,244
5,082,416
2,056
Cash and cash equivalents 30 June 2022
3,440,943
5,084,472
The above statement of cash flow should be read in conjunction with the accompanying notes
34
Torque Metals Limited 30 June 2022
Notes to the financial statements for the Year 30 June 2022
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements and notes represent those of Torque Metals Limited (the Company or Torque).
Torque Metals Limited is a listed public company, incorporated and domiciled in Australia.
The financial statements were authorised for issue on 30 September 2022 by the Directors of the Company.
Basis of preparation
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for-profit entity for
financial reporting purposes under Australian Accounting Standards.
Australian Accounting Standards set out in accounting policies that the AASB has concluded would result in
financial statements containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply
with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in
the preparation of these financial statements are presented below and have been consistently applied unless
otherwise stated.
These financial statements have been prepared on an accruals basis and are based on historical costs,
modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets
and financial liabilities
Going Concern
The financial report has been prepared on a going concern basis, which contemplates the continuity of normal
business activity and the realisation of assets and settlement of liabilities in the normal course of business.
The Company incurred a net loss of $2,154,504 (2021: net loss $1,820,026) and experienced net cash outflow
from operations of $1,224,483 (2021: outflow $2,684). The Company has liabilities of $ 363,930 (2021:
$769,920) and cash on hand of $3,440,943 (2021: $5,084,472).
The Directors have prepared a cash flow forecast which indicates that the Company will have sufficient cash
flows to meet all commitments and working capital requirements for the 12 month period from the date of
signing this financial report. The Directors believe it is appropriate to prepare these accounts on a going
concern basis because of the following factors:
• the Company has the ability to curtail discretionary expenditure as and when required in order to
manage its cash flows. Based on the cashflow forecast and other factors referred to above, the Directors are
satisfied that the going concern basis of preparation is appropriate
Exploration, Evaluation and Development Expenditure
(a)
Costs incurred during exploration and evaluations relating to an area of interest are accumulated. Costs are
carried forward to the extent they are expected to be recouped through successful development, or by sale, or
where exploration and evaluation activities have not yet reached a stage to allow a reasonable assessment
regarding the existence of economically recoverable reserves. In these instances the entity must have rights of
tenure to the area of interest and must be continuing to undertake exploration operations in the area.
Accumulated costs carried forward in respect of an area of interest that is abandoned are written off in full
against profit in the year in which the decision to abandon the area is made. When production commences,
the accumulated costs for the relevant area of interest will be amortised over the life of the area according to
the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to
capitalise costs in relation to that area of interest.
35
Torque Metals Limited 30 June 2022
Costs of site restoration are provided over the life of the project from when exploration commences and are
included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant,
equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of
the mining permits. Such costs have been estimated of future costs, current legal requirements and
technology on an undiscounted basis.
Financial Instruments Financial Assets
(b)
Initial Recognition and Measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Company’s business model for managing them. With the exception of trade receivables
that do not contain a significant financing component or for which the Company has applied the practical
expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset
not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs
to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Company’s business model for managing financial assets refers to how it manages its financial assets in
order to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the
date that the Company commits to purchase or sell the asset.
Financial assets at fair value through profit or loss
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 assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in the statement of profit or loss.
This category includes listed equity investments which the Group had not irrevocably elected to classify at fair
value through OCI. Dividends on listed equity investments are also recognised as other income in the
statement of profit or loss when the right of payment has been established.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised (i.e., removed from the Company’s statement of financial position) when:
The rights to receive cash flows from the asset have expired; or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and
either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the
Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
The Company considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Company may also consider a financial asset to be in default when internal or external
information indicates that the Company is unlikely to receive outstanding contractual amounts in full before
taking into account any credit enhancements held by the Company. A financial asset is written off when there
is no reasonable expectation of recovering the contractual cash flows
36
Torque Metals Limited 30 June 2022
Financial Liabilities
Initial Recognition and Measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Company’s financial liabilities include trade and other payable and convertible notes. The accounting
policy on convertible notes are at (q).
Cash and cash equivalents
(c)
For the purpose of the statement of cash flow, cash and cash equivalents includes cash on hand, deposits held
at call with financial institutions, other short term, high liquid investments with original maturities of three (3)
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value and bank overdraft
Trade and Other Receivables
(d)
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less allowances for impairment. Trade receivables are generally due for settlement
within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible
are written off by reducing the carrying amount directly. An allowance account (provision for impairment of
trade receivables) is sued when there is objective evidence that the Company will not be able to collect all
amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor,
probability that the debtor will enter into bankruptcy or financial reorganization and default or delinquency in
payments (more than 30 days overdue) are considered indicators that the trade receivables is impaired. The
amount of the impairment allowance is the difference between the asset’s carrying amount and the present
value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to
short-term receivables are not discounted if the effect of discounting is immaterial.
The amount of impairment loss is recognised in the statement of comprehensive income within impairment
losses – financial assets. When a trade receivable for which an impairment allowance has been recogognised
becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against impairment losses – financial assets in the
statement of comprehensive income.
Revenue and Other Income
(e)
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).
Impairment of Assets
(h)
At the end of each reporting period, the Company assesses whether there is any indication that an asset may
be impaired. The assessment will include the consideration of external and internal sources of information
including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of
pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing
the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in
use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is
recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with
another standard (e.g. in accordance with the revaluation model in AASB 116). Any impairment loss of a
revalued asset is treated as a revaluation decrease in accordance with that other standard.
37
Torque Metals Limited 30 June 2022
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed
annually for goodwill and intangible assets with indefinite lives.
Trade and other payables
(g)
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration
to be paid in the future for goods and services received, whether or not billed to the Company. Interest, when
charged by the lender, is 38recognized as an expense on an accrued basis.
Provisions
(h)
Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events,
for which it is probable that an outflow of economic benefits will result and that outflow can be reliably
measured.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where
a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is
the present value of those cash flows.
Goods and service tax (GST)
(i)
Revenues, expenses and assets are 38recognized net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is 38ecognized
as part of the cost of acquisition of
the asset or as part of the expense. Receivables and payables in the statement of financial position are shown
inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST
component of investing and financing activities, which are disclosed as operating cash flows.
Income tax
(j)
The income tax expense/ (benefit) for the year comprises current income tax expense/ (benefit) and deferred
tax expenses/ (benefit). Current and deferred income tax expenses/(benefit) is charge or credited directly to
other comprehensive income instead of the profit or loss when the tax relates to items that are credited or
charged directly to other comprehensive income.
Current tax
Current income tax expense charge to profit or loss is the tax payable on taxable income using applicable
income tax rates enacted, or substantially enacted, as at reporting date.
Current tax liabilities/ (assets) are therefore at the amounts expected to be paid to/ (recovered from) the
relevant taxation authority.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended
that net settlement are simultaneous recognised and settlement of the respective asset and liability will occur.
Deferred tax
Deferred income tax expense reflects movements in deferred tax assets and deferred tax liability during the
Period as well as unused tax losses.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases
of asset and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result
where amounts have been fully expensed but future tax deductions are available. 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 assets and liabilities are calculated at the tax rates that are expected to apply to the period when
the asset is recognised or the liability is settled, based on tax rates enacted or substantially enacted at reporting
date. Their measurement also reflects the manner in which management expects to recover or settle the
carrying amount of the related asset or liability.
38
Torque Metals Limited 30 June 2022
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent
that it is possible that future taxable profit will be available against which the benefits of the deferred tax
asset can be recognised.
Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax
assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities where it is intended that net settlement or simultaneous realisation and
settlement of the respective asset and liability will occur in future periods in which significant amounts of
deferred tax assets or liabilities are expected to be recovered or settled.
Share Based Payments
(k)
The Company operates equity-settled share-based payment employee share and option schemes. The fair
value of the equity to which employees become entitled is measured at grant date and recognised as an
expense over the vesting period, with a corresponding increase to an equity account. 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 issued, if it is determined the fair value of the good or services cannot be reliably measured and
are recorded at the date the goods or services are received. The corresponding amount is shown in the option
reserve.
The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a
Black–Scholes pricing model which incorporates all market vesting conditions. The number of shares and
options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount
recognised for services received as consideration for the equity instruments granted shall be based on the
number of equity instruments that eventually vest.
Contributed equity
(l)
Ordinary issued share capital recognised at fair value of the consideration received by the Company. Any
transaction costs arising on the issue of the ordinary shares are recognised directly in equity as a reduction in
share proceeds received)
Earnings Per Share
(m)
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 earnings per share 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.
Interest in Joint Operations
(n)
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have
rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the
contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant
activities require unanimous consent of the parties sharing control
When the Company undertakes its activities under joint operations, the Company as a joint operator recognises
in relation to its interest in a joint operation:
•
•
•
•
•
its assets, including its share of any assets held jointly;
its liabilities, including its share of any liabilities incurred jointly;
its revenue from the sale of its share of the output arising from the joint operation;
its share of the revenue from the sale of the output by the joint operation; and
its expenses, including its share of any expenses incurred jointly.
The Company accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint
operation in accordance with the AASBs applicable to the particular assets, liabilities, revenues and expenses.
39
Torque Metals Limited 30 June 2022
When the Company transacts with a joint operation in which the Company is a joint operator (such as a sale or
contribution of assets), the Company is considered to be conducting the transaction with the other parties to
the joint operation, and gains and losses resulting from the transactions are recognised in the Group’s
consolidated financial statements only to the extent of other parties’ interests in the joint operation.
When the Company transacts with a joint operation in which the Company is a joint operator (such as a purchase
of assets), the Company does not recognise its share of the gains and losses until it resells those assets to a third
party.
Critical Accounting Estimates and Judgements
(o)
The preparation of financial statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is
revised and in any future periods affected.
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 Judgements –Exploration and evaluation expenditure
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current.
These costs are carried forward in respect of an area that has not at balance sheet date reached a stage that
permits reasonable assessment of the existence of economically recoverable reserves, refer to the accounting
policy stated in note 1(a).
Key Judgements -Share based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by an internal
valuation using a Black-Scholes option pricing model.
Key Judgments–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 company’s
development and its current environmental impact the directors believe such treatment is reasonable and
appropriate.
Key Estimate –Taxation
Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best
estimates of directors. These estimates take into account both the financial performance and position of the
company as they pertain to current income taxation legislation, and the directors understanding thereof. No
adjustment has been made for pending or future taxation legislation. The current income tax position represents
that directors’ best estimate, pending an assessment by the Australian Taxation Office.
Fair value measurements
(p)
The Group measures and recognises the asset, ‘Financial assets held for trading’ at fair value on a
Recurring basis after initial recognition.
The Group does not subsequently measure any liabilities at fair value on a non-recurring basis.
Fair Value Hierarchy
(i)
AASB 13: Fair Value Measurement 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
40
Torque Metals Limited 30 June 2022
Level 1
Level 2
Level 3
Measurements based on quoted
prices (unadjusted) in active
markets for identical assets or
liabilities that the entity can
access at the measurement date
Measurements based on inputs
other than quoted prices included
in Level 1 that are observable for
the asset or liability, either
directly or indirectly.
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.
Valuation techniques
(ii)
The Company selects a valuation technique that is appropriate 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 technique selected by the Company is the
Market approach whereby valuation techniques use prices and other relevant information generated by market
transactions for identical or similar assets or liabilities. When selecting a valuation technique, the Company 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. The
following table provides the fair values of the Company’s assets and liabilities measured and recognised on a
recurring basis after initial recognition and their categorisation within the fair value hierarchy:
Convertible Notes
(q)
The component parts of convertible loan notes issued by the Company are classified separately as financial
liabilities and equity in accordance with the substance of the contractual arrangements and the definitions
of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of
a fixed amount of cash or another financial asset for a fixed number of the Consolidated Entity’s own equity
instruments is an equity instrument. Transaction costs that relate to the issue of the convertible loan notes
are allocated to the liability and equity components in proportion to the allocation of the gross proceeds.
Transaction costs relating to the equity component are recognised directly in equity. Transaction costs
relating to the equity component are included in the carrying amount of the liability component and are
amortised over the lives of the convertible loan notes using the effective interest method. If the embedded
derivative is separated from its host contract (because it is not closely related to the host), then it must be
accounted for as if it were a standalone derivative. The embedded derivative should be recognised in the
statement of financial position at fair value, with changes in fair value recognised in profit or loss as they
arise, unless it is designated as an effective hedging instrument in a cash flow or a net investment hedge.
New, revised or amending accounting standards and interpretations adopted.
(r)
The Company has considered the implications of new or amended Accounting Standards which have become
applicable for the current financial reporting period. The Group had to change its accounting policies and make
adjustments as a result of adopting the following Standard:
AASB 16: Leases
Leases
The Company as lessee
At inception of a contract, the Company assesses if the contract contains or is a lease. If there is a lease present,
a right-of-use asset and a corresponding lease liability are recognised by the Company where the Company is a
lessee. However, all contracts that are classified as short-term leases (i.e., a lease with a remaining lease term
41
Torque Metals Limited 30 June 2022
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 the 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 an index or rate, initially measured using the index or rate at the
commencement date;
•
•
•
•
the amount expected to be payable by the lessee under residual value guarantees;
the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
lease payments under extension options, if the lessee is reasonably certain to exercise the options; and
payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments
made at or before the commencement date and any initial direct costs. The subsequent measurement of the
right-of-use assets is at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the
shortest.
Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the
Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the
underlying asset.
Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the
Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the
underlying asset.
The Company as lessor
Upon entering into each contract as a lessor, the Company assesses if the lease is finance or operating lease.
A contract is classified as a finance lease when the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases not within this definition are classified as operating leases.
Rental income received from operating leases is recognised on a straight-line basis over the term of the specific
lease.
Initial direct costs incurred in entering into an operating lease (for example, legal cost, costs to set up equipment)
are included in the carrying amount of the leased asset and recognised as an expense on a straight-line basis
over the lease term.
Rental income due under finance leases are recognised as receivables at the amount of the Group’s net
investment in the leases.
When a contract is determined to include lease and non-lease components, the Group applies AASB 15 to
allocate the consideration under the contract to each component
Initial Application of AASB 16: Leases
The Company has adopted AASB 16: Leases retrospectively with the cumulative effect of initially applying AASB
16 recognised at 1 July 2019. In accordance with AASB 16 the comparatives for the 2018 reporting period have
not been restated.
Based on the assessment by the Group, it was determined there was no impact on the Company. As such, the
Company has not recognised a lease liability and right-of-use asset for all leases (with the exception of short-
term and low-value leases) recognised as operating leases under AASB 117: Leases where the Group is the
lessee.
There has been no significant change from prior year treatment for leases where the Company is a lessor.
42
Torque Metals Limited 30 June 2022
Lease liabilities are measured at the present value of the remaining lease payments, where applicable. The
Company’s incremental borrowing rate as at 1 July 2019 was used to discount the lease payments.
The right-of-use assets, where applicable for the remaining leases have been measured and recognised in the
statement of financial position as at 1 July 2019 by taking into consideration the lease liability and the prepaid
and accrued lease payments previously recognised as at 1 July 2019 (that are related to the lease).
(s)
Recognition and measurement of fixed assets
Items of plant and equipment are measured at cost less accumulate depreciation and accumulated
impairment losses. When pats of an item of plant and equipment have different useful lives, they are
accounted for as separate items of plant and equipment.
Depreciation is recognised in profit and loss on a straight-line basis over the estimated useful lives of each
part of an item of plant and equipment.
Depreciation, methods, useful lives and residual values are reviewed at each reporting date.
The depreciation rates used for each class of depreciable asset are:
Class of Fixed Asset
Vehicles
Camp Infrastructure
Depreciation Rate
33 1/3 %
10
2. Expenses
Administrative expenses
Depreciation and amortisation
Exploration written off
Initial Public Offering expenses
Interest Paid
Share Based Payment Net Movement
2a Share Based Payments
Performance Right - Movement for the year
Performance Rights brought to account in accordance with
AASB2 (28) upon cancellation
Options issued during the year
3. Key Management Personnel
Short term employee benefits
Share based payments
No termination benefits were paid to any Key Management
Persons
Year Ended
30 June
2022
$
Year Ended
30 June
2021
$
870,801
24,932
171,836
-
2,228
1,084,707
2,154,504
390,892
-
-
172,995
14,813
1,291,326
1,870,026
869,569
-
-
215,138
1,084,707
643,675
813,742
1,457,417
170,954
1,120,372
1,291,326
95,021
-
95,021
2a
15
Names and positions held of the Company’s key management personnel in office at any time during the
2021/2022 financial year are:
Key Management Personnel
Ian D. Finch
Position
Executive Chairman
Patrick N. Burke
Antony L. Lofthouse
Cristian Moreno
Neil W. McKay
Non-Executive Director
Non-Executive Director
Chief Executive Officer
Company Secretary/CFO
43
Torque Metals Limited 30 June 2022
Refer to the Remuneration Report contained in the Director’s Report for details of the shares and rights held
and remuneration paid of payable to each member of the Company’s key management personnel for the year
ended 30 June 2022.
4. Auditors Remuneration
Remuneration of the auditor for:
Auding or reviewing the financial report
5. Income tax benefit/(expense)
(a) Current Tax Expense
Current Year
Under/(over) provided in prior years
Total
(b) Reconciliation of income tax expense to prima facie tax payable
Profit before tax
Income tax expense/(benefit) using the domestic corporation
tax rate of 25% (2021: 26%)
Tax effect of permanent differences:
Non-deductible expenses
Capital Raising Costs
Capitalised exploration
Other
temporary differences not brought to account
Income tax attributable to operating loss
(c) Deferred tax assets
Tax losses
Provisions and Accruals
Capital Raising Costs
Total deferred assets
Set-off deferred tax liabilities pursuant to set-off provisions
Net deferred tax assets
Less: Deferred tax assets not recognised
Net tax assets
(d) Deferred tax liabilities
Exploration Expenditure
Other
Non-recognition of deferred tax assets
44
Torque Metals Limited 30 June 2022
27,500
27,500
15,000
15,000
-
-
-
-
-
-
(2,154,505)
(1,820,026)
(538,626)
(473,207)
271,648
(53,345)
(735,176)
336,760
(24,090)
5,431
8,024
(1,050,068)
-
(252,512)
-
1,564,291
16,215
149,558
1,730,064
(313,026)
1,417,038
(1,417,038)
532,215
16,215
164,219
712,650
(313,026)
399,624
(399,624)
-
-
30 June
2022
$
313,026
(313,026)
-
30 June
2021
$
313,026
-
(313,026)
-
(e) Tax Losses
Unused tax losses for which no deferred tax asset has been
recognised
Potential tax benefit @ 25% (2021 : 26%)
6,257,164
1,564,291
2,046,982
532,215
The benefit for tax losses will only be obtained if:
(a) The company and consolidated entity derive future assessable income of a nature and an
amount sufficient to enable the benefit from the deductions for the losses to be realised;
(b) The company and the consolidated entity continue to comply with the conditions for
deductibility imposed by law; and
(c) No changes in tax legislation adversely affect the ability of the Company to realise these
30 June
2022
$
30 June
2021
$
6. Reconciliation of loss for the Period to net cash flows from Operating Activities
Net (loss) Loss for the period
Interest expense
Depreciation and amortisation
Exploration expense written off
Performance Rights Net Movement
Option Reserve Movement
Issue of Shares
(2,154,504)
4,771
24,932
171,836
869,569
215,138
-
Operating loss before changes in working capital
Decrease / (Increase) in receivables and prepayments
Increase / (Decrease) in payables and accruals
Net cash used in operating activities
(868,258)
15,214
(371,439)
(1,224,483)
(1,820,026)
12,901
0
0
170,955
1,120,372
20,000
(495,798)
32,542
460,572
(2,684)
7. Cash on Hand and Equivalents
3,440,943
5,084,472
8. Trade Receivables
G.S.T. receivables
Other
9. Plant and equipment
Plant and equipment
as at 30 June 2021
Cost
Accumulated Depreciation
Net Book Value
45
Torque Metals Limited 30 June 2022
19,911
1,982
21,893
17,374
19,734
37,108
Vehicle
$
Camp
$
Total
$
-
-
-
-
-
-
-
-
-
Plant & equipment (continued)
Year ended 30 June 2022
Opening net book amount
Additions
Depreciation Charged
Closing book amount
As at 30 June 2022
Cost
Accumulated Depreciation
Net book amount
10. Right of use assets - Leases
a. Amounts recognised in the balance sheet
Right of use asset
Opening Balance
Less Depreciation
Closing balance
Lease Liabilities
Opening Balance - Current
Opening Balance - Non-Current
Opening Balance - Total
Add : Interest
Less : Payments
Closing balance - Total
Closing Balance - Current
Closing Balance - Non-Current
Vehicle
$
-
22,127
(4,302)
17,825
22,127
(4,302)
17,825
Camp
$
-
82,141
-
82,141
Total
$
-
104,268
(4,302)
99,966
82,141
-
82,141
104,268
(4,302)
99,966
30 June
2022
$
30 June
2021
$
83,321
(24,068)
59,253
22,071
61,250
83,321
4,771
(23,784)
64,308
26,859
34,010
-
-
-
-
-
-
-
-
-
-
-
10,315
2,543
b. Amounts recognised in the income statement
Depreciation of right of use asset
Interest expense on lease liabilities
c. Leasing Activities
The Company entered into an office lease for the premises at Unit 8/16 Nicholson Road, Subiaco, WA 6008.
The lease commenced on 15 May 2021 with an option to extend for a further 36 months ending
14 May 2025. The Company intends to exercise the option.
The lease is recognised as a right of use asset and a corresponding liability at the date at which
the leased asset is available for use by the Company. Each lease payment is allocated between
the liability and finance cost. The finance cost is charged to profit or loss over the lease period as
to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The right of use asset is amortised over the shorter of the asset's useful life and the lease term on a straight
line basis.
-
-
46
Torque Metals Limited 30 June 2022
Initial measurement
Assets and liabilities from a lease are initially measured on a present value basis. The lease
liability included the present value of the fixed payments and variable lease payments that
depend on an index, initially measured using the index as at the commencement date (reconciled
and adjusted for actual index each year). The lease payments are discounted using an incremental
borrowing rate of 6.66%.
The right of use asset is measured at cost comprising of the initial measurement of the lease liability.
Subsequent measurement
The right of use asset is subsequently measure at cost less any accumulated amortisation and any
accumulated impairment losses and adjusted for any re-measurement of the
lease liability accumulated impairment losses and adjusted for any re-measurement of the lease
liability.
The lease liability is subsequently measured to reflect the interest on the lease liability, the lease
payments made and any reassessment of the variable payments.
11. Exploration and Evaluation Expenditure
Tenement Acquisition
Represented by:
Acquisition of Bullfinch Project from Talga Resources Ltd
Less written off
Acquisition of Bullfinch Project from Tribal Mining Pty Ltd.
Acquisition of Paris Gold Project from Austral Pacific Pty. Ltd.
Joint Venture from Jindalee Resources Ltd.
(a)
Exploration and evaluation expenditure
Opening Balance
Expenditure for the period
Expenditure written off
Closing Balance
Total Exploration and Expenditure
30 June
2022
30 June
2021
6,665,101
3,695,023
2,450,518
2,491,079
397,493
(69,933)
327,560
51,045
2,031,306
40,607
2,450,518
1,203,944
3,112,542
(101,903)
4,214,583
6,665,101
397,493
-
397,493
52,090
2,031,306
10,190
2,491,079
321,500
882,444
-
1,203,944
3,695,023
The Company entered into an Option Deed to purchase the Paris Tailings from Austal Pacific Pty. Ltd. by way of
a $50,000 non refundable 4 month option fee with the ability to extend for a further one month by payment of
an additional $10,000 and subsequently extended for a further 1 month. the Company informed Austal Pacific
Pty. Ltd. that it did not intend to further extend the Option Period and wrote off $101,903 in the year ended 30
June 2022.
12. Trade and other payables
Trade Creditors
Other creditors and accrued expenses
30 June
2022
30 June
2021
226,514
76,366
302,880
555,000
214,920
769,920
Trade and other payables are non-interest bearing liabilities stated at cost.
47
Torque Metals Limited 30 June 2022
13. Unsecured Loans
(i) Advances (to)/from Directors
30 June
2022
(180)
(180)
30 June
2021
-
-
(i) Working capital advances, with no fixed term of repayment and without interest
14. Issued Capital
Year ended 30 June 2022
Year ended 30 June 2021
a. Ordinary Shares
Opening balance for
the period
Placement at $0.067
Convertible Note at $0.067
Placement at $0.05
Placement to Vendor
Cost relating to share issue
2 : 1 Consolidation
Issue to Financier
Placement at $0.20
Placement at $0.20
Cost relating to share issue
No.
$
No.
$
62,818,519
9,041,144
31,824,876
16,346,506
1,167,164
9,000,000
12,000,000
-
1,161,404
1,095,216
91,792
450,000
1,200,000
-
70,338,546
3,998,412
35,169,266
149,253
27,500,000
3,998,412
20,000
5,500,000
15,000,000
3,000,000
(549,376)
-
(477,268)
77,818,519
11,491,768
62,818,519
9,041,144
b. Capital risk management
The Board controls the capital of the Company in order to provide the shareholders with adequate returns and
ensure that the Company can fund its operations and continue as a going concern. The Company’s capital
includes ordinary share capital. There are no externally imposed capital requirements.
The Working Capital position of the Company for year endings 30 June 2022 and 2021 are as follows:
15. Working Capital
Cash and Cash Equivalents
Trade and Other Receivables
Current Liabilities
Working Capital Position
16. Option Entitlement
1 cent
Opening Balance
Entitlement Issue 1 cent
Closing Balance
30 June
2022
$
3,440,942
21,893
(329,740)
3,133,095
30 June
2021
$
5,084,472
37,108
(769,920)
4,351,660
Year ended 30 June 2022
No.
$
Year ended 30 June 2021
No.
$
-
12,634,092
12,634,092
-
126,341
126,341
-
-
-
-
Pro Rata Loyalty Option issued 1 December 2021 in accordance with Prospectus dated 8 November 2021
48
Torque Metals Limited 30 June 2022
17. Option Reserve
Opening Balance
Issuance of Options Financial Services
Closing Balance
30 June
30 June
2022
$
1,120,372
584,513
1,704,085
2021
$
-
1,120,372
1,120,372
18 Share Based Payments
(a) Unlisted Options
i) 1,000,000 (post consolidation) options with an expiry date of 27 July 2023 were issued on 28 July 2020
pursuant to the Martin Place Securities Pty. Ltd. Corporate Advisory letter dated 22 April 2020 at an exercise
price of $0.30 each
The options were valued at $0.0534 and during the year ended 30 June 2021 $106,857 was expensed as
share based payments.
ii) 3,875,000 (post consolidation) options with an expiry date of 1 June 2024 were issued on 2 June 2021
to the Euroz Harletys I.P.O. Capital Raising Mandate dated 17 December 2020.
The options were valued at $0.1102 cents and during the year ended 30 June 2021 $426,939 was
expensed as share based payments at an exercise price of $0.275 each
iii) 5,500,000 (post consolidation) options with an expiry date of 1 June 2024 were issued on 2 June 2021
pursuant to the Euroz Harleys I.P.O. Capital Raising Mandate dated 17 December 2020.
The options were valued at $0.1067 cents and during the year ended 30 June 2021 $586,576 was
expensed as share based payments at an exercise price of $0.30 each.
iv) 2,250,000 options with an expiry date of 22 December 2023 were issued on
23 December 2020 pursuant to a 1 for 2 free attaching option to raise $450,000 to sophisticated
Investors on 22 December 2020 at an exercise price of $0.25 each.
v) 12,634,092 options with an expiry date of 30 November 2023 were issued on 1 December 2021 pursuant to a
Loyalty Entitlement Prospectus dated 8 November 2021 at an exercise price of $0.30 each.
vi) 2,000,000 options with an expiry date of 17 February 2024 were issued on 18 February 2022 to Euroz
Hartleys in part payment of the Loyalty Entitlement Prospectus.
vii) 7,500,000 options with an expiry date of 28 December 2023 were issued on 29 June 2022 pursuant to a 1 for
2 free attaching option to raise $3,000,000 to participating shareholders at an exercise price of $0.30 each.
vii) 3,750,000 options with an expiry date of 28 December 2023 were issued on 29 June 2022 pursuant to a
Capital Raising Agreement dated 24 May 2022 as a Broker Fee for the capital raising of $3,000,000. The options
expire on 28 December 2022.
(b) Option valuation assumptions
The fair value of the options granted we estimated as at the date of grant using a Black-Scholes option
valuation model and a Monte Carlo simulation valuation model. The following table lists the inputs to the
models:
Options issued 27 July 2020
Options issued 2 June 2021
Options issued 2 June 2021
Options issued 22 Dec 2020
Options issued 1 Dec 2021
Options issued 17 Feb 2022
Options issued 29 June 2022
Options issued 29 June 2022
Expected
ASX
Volatility (%)
Code
100
TORAF
100
TORAG
100
TORAH
100
TORAE
100
TORAI
TORAL
100
TORAM 100
TORAM 100
Risk Free
Interest
Rate (%)
7
7
7
7
7
7
7
7
Expected Share
life
(years)
3
3
3
2
2
2
1.5
1.5
Price at
grant date
$0.20
$0.20
$0.20
$0.07
$0.23
$0.21
$0.24
$0.24
Exercise
Price
$0.30
$0.275
$0.30
$0.25
$0.30
$0.30
$0.30
$0.30
49
Torque Metals Limited 30 June 2022
c Options outstanding at end of year
The following table illustrate the number and weighted average exercise prices (WAEP)of share options
granted as share based payments on issue during the year
Outstanding at 1 July
Granted during the year
Outstanding 30 June
2022
Number
12,625,000
25,884,092
38,509,092
2022 WAEP
$
$0.283
$0.30
2021
Number
2021 WAEP
12,625,000
12,625,000
$0.283
-
The weighted average remaining contractual life for options outstanding as at 30 June 2022 is
1.6 years (2021 2.5 years).
(d) Share based Payments Summary
Class
Quantity
Grant Date
Value
recognised
during year
$
Exercise
Price
$
Vesting Date
Value
recognised in
future years
$
2021
Options
Options
Options
Options
2022
Options
Options
Options
Options
1,000,000
2,500,000
5,500,000
3,875,000
28/07/2020
23/12/2020
2/06/2021
2/06/2021
12,634,092
2,000,000
7,500,000
3,750,000
1/12/2021
18/02/2022
29/06/2022
29/06/2022
106,857
-
586,576
426,939
1,120,372
126,341
215,138
-
369,375
710,854
0.300
0.250
0.300
0.275
0.30
0.30
0.30
0.30
27/07/2023
22/12/2023
1/06/2024
1/06/2024
30/11/2023
17/02/2024
28/12/2023
28/12/2023
-
-
-
-
-
-
-
-
-
19. Performance Rights
The Company has the following Performance Rights issued to Directors and staff in existence during the
current and prior reporting periods.
Class
Grant
Expiry
Opening
Date
Date
balance
1 July
2021
Performance Rights 2022
Granted
during
the
Vested
During
the
Exercised
year
year
A
A
A
B
B
B
23/11/21 22/11/24
1/05/22 30/04/25
1/06/22 31/05/25
23/11/21 22/11/24
1/05/22 30/04/25
1/06/22 31/05/25
- 5,000,000
- 1,000,000
-
500,000
- 5,000,000
- 1,000,000
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
50
Torque Metals Limited 30 June 2022
Rights
Rights
Rights
Rights
Expired
Vested
at 30
June
2022
Unvested
at 30
June
2022
-
-
-
-
-
-
- 5,000,000
- 1,000,000
-
500,000
- 5,000,000
- 1,000,000
500,000
-
Class
Grant
Expiry
Opening
Date
Date
balance
1 July
2020
Performance Rights 2021
Granted
during
the
Vested
During
the
Exercised
year
year
Rights
Rights
Rights
Rights
Cancelled
Vested
at 30
June
2021
Unvested
at 30
June
2021
1 1,000,000
1
250,000
2 1,333,333
2
333,333
3 1,666,667
416,667
3
1
4/09/2018
1 11/05/2020
4/09/2018
2
2 11/05/2020
3
4/09/2018
3 11/05/2020
-
-
-
-
-
-
Valuation of the Class A performance rights was undertaken with factors and assumptions being used in determining the
fair value of each right on the grant date.
Note1 12 months from admission date
Note2 24 months from admission date
Note3 36 months from admission date
Valuation of the he Class B performance rights was undertaken with factors and assumptions being used in determine
the fair value of the rights after taking into consideration the drilling and assay results achieved to date.
(1,000,000)
(250,000)
(1,333,333)
(333,333)
(1,666,667)
(416,667)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2022
Class
A Finch, Burke, Lofthouse, McKay
A Moreno
A Meshesha
Total Class A
B Finch, Burke, Lofthouse, McKay
B Moreno
B Meshesha
Total Class B
TOTAL
Number
Fair
Grant Date
Value
S
Expiry
Date
Expense
During
the
Period
757,650 23/11/2021
22/11/2024
129,528
5,000,000
1,000,000
500,000
6,500,000
5,000,000
1,000,000
500,000
127,090
63,545
948,285
1 /05/2022
1/06/2022
30/04/2025
31/05/2025
6,964
1,827
1,277,500 23/11/2021
1 /05/2022
230,000
22/11/2024
30/04/2025
115,000
1/06/2022
31/05/2025
54,000
138,319
573,750
103,500
6,500,000
1,622,500
13,000,000
2,570,785
731,250
869,569
Performance Valuation
Directors/CFO
Tranche
Exercise
Price
Grant Date
23/11/21
Value per PR $0.15153
5,000,000
Number of
PRs
Vesting Date 22/11/24
P.R. Hurdle
CEO
A
nil
Other
Directors/CFO
Other
Total
CEO
B
nil
1/05/22
$0.12709
1,000,000
1/06/22
$0.1380
500,000
23/11/21
$0.25
5,000,000
1/05/22
$0.23
1,000,000
1/06/22
$0.24
500,000
13,000,000
30/04/25
31/05/25 22/11/24
40 cents
30/04/25
250,000 Oz JORC
31/05/25
51
Torque Metals Limited 30 June 2022
20. Accumulated Losses
Opening Balance
Net Loss attributable to members
Closing Balance
30 June
2022
$
30 June
2021
$
(2,468,848)
(2,154,504)
(648,822)
(1,820,026)
(4,623,352)
(2,468,848)
21. Financial Risk Management
The Company’s principal financial instruments comprise receivables, payables, and cash.
The Board of Directors has overall responsibility for the oversight and management of the Company’s
exposure to a variety of financial risks (including fair value interest rate risk, credit risk, liquidity risk and cash
flow interest rate risk).
The Company’s overall risk management program focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the financial performance of the Company.
Interest rate risks
The Company’s exposure to market interest rates relates to cash deposits held at variable rates. The Board
constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals
of existing positions
Credit risk
The maximum exposure to credit risk at balance date is the carrying amount (net of provision of doubtful
debts) of those assets as disclosed in the Statement of Financial Position and notes to the financial statements.
The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company’s
exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of
transactions concluded is spread amongst approved counterparties.
Credit risk related to balances with banks and other financial institutions is managed by the board. The
board’s policy requires that surplus funds are only invested with counterparties with a Standard & Poor’s
rating of at least A+.
Liquidity risk
The responsibility for liquidity risk management rests with the Board of Directors. The Company’s liquidity risk
by maintaining sufficient cash or credit facilities to meet the operating requirements of the business and
investing excess funds in highly liquid short term investments
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.
52
Torque Metals Limited 30 June 2022
Maturity profile of financial instruments
The following tables detail the Company’s exposure to interest rate risk as at 30 June 2022 and 30 June 2021:
30 June 2022
Financial Assets
Cash and Cash Equivalents
Trade and Other Receivables
Weighted average effective
interest rate
Financial Liabilities
Trade and Other Payables
Lease Liabilities
30 June 2021
Financial Assets
Cash and Cash Equivalents
Trade and Other Receivables
Weighted average effective
interest rate
Financial Liabilities
Trade and Other Payables
Floating
Interest Rate
$
Fixed Interest
Maturing in
1 year or less
$
-
-
-
nil
-
60,869
60,869
-
-
-
-
-
-
Floating
Interest Rate
$
Fixed Interest
Maturing in
1 year or less
$
-
-
-
nil
-
-
-
-
-
-
-
Non Interest
Bearing
$
3,440,943
21,893
3,462,836
2022
Total
$
3,440,943
21,893
3,462,836
302,880
-
302,880
302,880
60,869
363,749
Non Interest
Bearing
$
5,084,472
37,108
5,121,580
2021
Total
$
5,084,472
37,108
5,121,580
769,920
769,920
769,920
769,920
Net Fair Value
The carrying value and net fair values of financial assets and liabilities at balance date are:
Financial Assets
Cash and Deposits
Receivables
Financial Liabilities
Payables
Unsecured Loans
2022
2021
Carrying
Value
$
Net Fair
Value
$
Carrying
Value
$
Net Fair
Value
$
3,440,943
21,893
3,462,836
3,440,943
21,893
3,462,836
5,084,472
37,108
5,121,580
5,084,472
37,108
5,121,580
302,880
60,869
302,880
60,869
769,920
-
769,920
-
53
Torque Metals Limited 30 June 2022
363,749
363,749
769,920
769,920
The financial instruments recognised at fair value in the statement of financial position have been analysed
and classified using a fair value hierarchy reflecting the significance of the inputs used in making the
measurements. All financial instruments measured at fair value are level one, meaning fair value is determined
from quoted prices in active markets for identical assets.
Sensitivity Analysis
Interest Rate Risk
The Company 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
Sensitivity
Change in Loss
- Increase in interest rate by 100 basis points
- Decrease in interest rate by 100 basis points
Change in Equity
- Increase in interest rate by 100 basis points
- Decrease in interest rate by 100 basis points
22. Earnings per Share
a) Reconciliation of earnings to profit or loss:
Loss for the year
Loss used to calculate the basic and diluted
EPS
b) Basic and diluted weighted average number of
ordinary shares outstanding during the year used
in calculating dilutive EPS
30 June
2022
$
34,409
(34,409)
34,409
(34,409)
30 June
2021
$
50,845
(50,845)
50,845
(50,845)
(2,154,504)
(1,820,025)
(2,154,504)
(1,820,025)
65,318,519
43,985,566
23. Commitments
In order to maintain rights of tenure to mining tenements, the Company would have the
following discretionary exploration expenditure requirements up until expiry of leases.
These obligations, which are subject to renegotiation upon expiry of the leases, are not
are not provided for in the financial statements and are payable:
Tenement Commitments
Not longer than one year
Longer than one year but not longer than five years
Longer than five years
54
Torque Metals Limited 30 June 2022
30 June
2022
$
1,010,534
3,373,764
3,531,823
7,916,121
30 June
2021
$
1,010,534
3,280,468
4,138,600
8,429,602
The Company currently has commitments in excess of cash, however the Board believes will be able to
raise the additional funds to satisfy the commitments for the future.
If the Company decides to relinquish certain leases and/or does not meet these obligations,
assets recognised in the statement of financial position may require review to determine the
appropriateness of carrying values. The sale, transfer or farm-out of exploration rights
to third parties will reduce or extinguish these obligations.
Tenement Capital Commitments
Not longer than one year
30 June
2022
$
30 June
2021
$
-
50,000
24. Operating Segments
The Company operates in Western Australia, Australia.
25. Contingencies
The directors are not aware of any contingent liabilities or assets as at 30 June 2022.
26. Events after the reporting period
No material event has occurred after the reporting period.
55
Torque Metals Limited 30 June 2022
Additional Shareholders Information
Information required by Australian Stock Exchange Limited and not shown elsewhere in this Annual Report is
as follows. The information is provided as at 20 September 2022.
DETAILS OF HOLDERS OF EQUITY SECURITIES
ORDINARY SHAREHOLDERS
There are 77,818,519 fully paid ordinary shares on issue, held by 407 individual shareholders. Each member
entitled to vote may vote in person or by proxy or by attorney and on a show of hands. Every person who is a
member or a representative or a proxy of a member shall have one vote and on a poll every member present
in person or by proxy or attorney or other authorised representative shall have one vote for each share held
20 LARGEST SHAREHOLDERS AS AT 20 SEPTEMBER 2022
Rank Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
AUSTRAL PACIFIC PTY LTD
TURF MOOR PTY LTD
MR TSHUNG HUI CHANG
MR PHILLIP RICHARD PERRY
MR DARREN CARTER
TWO TOPS PTY LTD
JOJO ENTERPRISES PTY LTD
BEARAY PTY LTD
INJI INVESTMENTS PTY LTD
BLUE COASTERS PTY LTD
FAIRBROTHER HOLDINGS PTY LTD
OCEAN REEF HOLDINGS PTY LTD
MANDOLIN NOMINEES PTY LTD
ATKINS SUPERANNUATION FUND PTY LTD
CERTANE CT PTY LTD
KHE SANH PTY LTD
MR SEAGER REX HARBOUR
OCEANIC CAPITAL PTY LTD
LADYMAN SUPER PTY LTD
FLOREANT AMBO PTY LTD
Units
5,820,000
5,000,000
3,352,500
2,964,697
2,850,000
1,750,000
1,625,000
1,492,537
1,405,000
1,250,000
1,250,000
1,250,000
1,150,000
1,000,000
850,000
850,000
840,000
797,323
773,134
750,000
% of
Units
7.48
6.43
4.31
3.81
3.66
2.25
2.09
1.92
1.81
1.61
1.61
1.61
1.48
1.29
1.09
1.09
1.08
1.02
0.99
0.96
Totals: Top 20 holders of TOR ORDINARY FULLY PAID
Total Remaining Holders Balance
Total Holders Balance
37,020,191
40,798,328
77,818,519
47.57%
52.43%
100%
Stock Exchange Information as at 20 September 2022
DISTRIBUTION OF
SHAREHOLDER
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
TOTAL
NUMBER OF
HOLDERS
NUMBER OF
UNITS
13
37
39
180
138
407
3,134
132,682
328,966
8,890,827
68,462,910
77,818,519
% TOTAL ISSUED
ISSUED CAPITAL
0.00%
0.17%
0.42%
11.43%
87.98%
100%
As at report date, the following shareholders are recorded as Substantial Shareholders
7.48%
6.43%
Austral Pacific Pty. Ltd.
Turf Moor Pty. Ltd.
5,820,000
5,000,000
VOTING RIGHTS
Subject to any rights or restrictions for the time being attached to any class or classes (at present there are
none) at general meetings of shareholders or classes of shareholders:
(a)
each shareholder entitled to vote, may vote in person or by proxy, attorney or representative;
56
Torque Metals Limited 30 June 2022
(b)
of a shareholder has one vote; and
(c)
on a show of hands, every person present who is a shareholder or a proxy, attorney or representative
on a poll, every person present who is a shareholder or a proxy, attorney or representative of a
shareholder shall, in respect of each fully paid share held, or in respect of which he/she has appointed
a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares
shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the
total issue price for the shares.
HOLDERS OF NON-MARKETABLE PARCELS
There are 19 shareholders who hold less than a marketable parcel of shares.
UNLISTED OPTIONS
Date
Number
Entity
Terms
28/7/2020
23/12/2020
1,000,000 Martin Place Securities Pty. Ltd.
2,250,000 Seed Capital
30 cents 3years to 27 July 2023
25 cents 3 years to 22 Dec 2023
2/6/2021
2/6/2021
3,875,000 Zenix Nominees Pty. Ltd.
5,500,000 Zenix Nominees Pty. Ltd.
27.5 cents 3 years to 1 June 2024
30 cents 3 years to 1 June 2024
1/12/2021 12,634,092 Shareholder Entitlement
2,000,000 Zenix Nominees Pty. Ltd.
18/2/2022
30 cents 3 years to 30 November 2023
30 cents 2 years to 17 February 2024
Date
Number Entity
Terms
29/6/2022
29/6/2022
29/6/2022
3,000,000 Zenix Nominees Pty. Ltd.
750,000 Harshell Investments Pty Ltd
25,000 Porites Pty. Ltd.
30 cents 18 months to 28 December 2024
30 cents 18 months to 28 December 2023
30 cents 18 months to 28 December 2023
Total
38,509,092
SHARE BUY-BACKS
There is no current on-market buy-back scheme.
OTHER INFORMATION
Torque Metals Limited is incorporated and domiciled in Australia and is a Public Listed Company limited by
Shares.
57
Torque Metals Limited 30 June 2022
Tenements
INTEREST IN MINING TENEMENTS as at 20 September 2022
Tenement
Project Name
Registered Holder
M 15/1175
M 15/479
M 15/480
M 15/481
M 15/482
M 15/496
M 15/497
M 15/498
M 15/1719
P 15/5992
P 15/6149
E 15/1736
E 15/1747
E 15/1752
E 77/2522
E 77/2222
E 77/2251
E 77/2350
E 77/2607
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Paris Gold
Bullfinch
Bullfinch
Bullfinch
Bullfinch
Bullfinch
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Jindalee Resources Ltd*
Jindalee Resources Ltd*
Jindalee Resources Ltd*
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Beneficial
Interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
100%
100%
100%
100%
100%
*Jindalee Resources Ltd = first year farm-in earning interest
Torque Metals Limited is the Manager of all Tenements
P: Prospecting Licence
E: Exploration Licence
M: Mineral Licence
58
Torque Metals Limited 30 June 2022