1
ANNUAL REPORT 2024
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2024
ASX:TOR
ACN 621 122 905
2024
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ANNUAL REPORT 2024
CORPORATE
DIRECTORY
BOARD OF DIRECTORS
Patrick Burke
Non-Executive Chair (Resigned 22 December 2023)
Andrew Woskett
Non-Executive Chair (Appointed 22 December 2023)
Cristian Moreno
Managing Director
Antony Lofthouse
Non-Executive Director
Imants Kins
Non-Executive Director (Appointed 18 January 2024)
COMPANY SECRETARY
Jessamyn Lyons (Resigned 15 July 2024/Appointed 11 September 2024)
Henko Vos (Resigned 11 September 2024)
Flynn Blackburn (Appointed 15 July 2024)
PRINCIPAL PLACE OF BUSINESS
U1, Level 16
1 Spring Street, Perth, WA, 6000
POSTAL ADDRESS
PO Box 27, West Perth, WA, 6872
AUDITORS
Hall Chadwick WA Audit Pty. Ltd.
283 Rokeby Road, Subiaco, WA, 6008
SHARE REGISTER
Automic Pty Ltd
Level 5, 126 Phillip Street, Sydney, NSW, 2000
STOCK EXCHANGE LISTING
Australian Stock Exchange (ASX): TOR
BANKER
ANZ
Level 5, 240 St. Georges Tce, Perth, WA, 6000
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ANNUAL REPORT 2024
CONTENTS
Chairman’s Letter
4
Managing Director’s Letter
6
Review of Operations
7
Directors’ Report
18
Auditor’s Independent Declaration
32
Directors’ Declaration
33
Independent Auditor’s Report
34
Statement Of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2024
40
Statement of Financial Position as at 30 June 2024
41
Statement of Changes in Equity for the year ended 30 June 2024
42
Statement of Cash Flow for the year ended 30 June 2024
43
Notes to the Financial Statements for the year ended 30 June 2024
44
Additional Shareholders Information
75
Tenements
80
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ANNUAL REPORT 2024
CHAIRMAN’S
LETTER
ANDREW WOSKETT, CHAIRMAN
Dear Shareholders,
It is my pleasure to present the 2024 Annual Report for Torque Metals Limited (ASX: TOR)
Non-Executive Chairman in November/December
Mr Burke capably steered Torque through its
(Torque, or the Company), having become
2023 upon the retirement of Mr Pat Burke.
evolution into a respected explorer.
2024 was transformational for the Company, marked
by strategic tenement acquisitions, rewarding
exploration activity and progress towards an initial
mineral resource at both the Paris Gold Project and
the nearby New Dawn lithium project.
Expanding Our Footprint: Our all-encompassing
Penzance Exploration package is ideally situated
nearby industry-leading miners and processing
infrastructure in the renowned Eastern Goldfields
of WA, positioning Torque to realise on its assets.
Through targeted acquisitions, Torque expanded
its land holdings from ~300km2 to ~1,200km2,
broadening the asset portfolio across gold and
lithium prospects immediately adjacent to
operations in those commodities.
Significant Drill Results: Our flagship Paris Gold
Project revealed outstanding drill results, establishing
Paris as a high-grade, shallow gold system promising
extensions in all directions. Data built an initial
250,000oz Mineral Resource Estimate (MRE -
published on 18 September 2024). With drilling
continuing, upgrades to the MRE during 2024 are
conceivable.
The New Dawn Lithium Project – positioned just
600m west of the active Bald Hill Lithium mine
operated by Mineral Resources (ASX: MIN) –
demonstrates consistent and impressive high-grade
lithium results. The maiden Exploration Target set
a platform for resumption of work when the global
lithium market recovers.
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ANNUAL REPORT 2024
Financial Position: Torque secured a share placement
of $3.75 million and a drill-for-equity agreement to
the value of up to $1,000,000 with Topdrill Pty Ltd,
that signifying independent faith in Torque’s technical
approach to both gold and lithium exploration.
Funds were deployed into the New Dawn Lithium and
Paris Gold projects. Euroz Hartleys Ltd and Evolution
Capital Pty Ltd managed the Placement.
A Strengthened Board: In a valuable addition to our
leadership, Mr Imants Kins joined the Board as a
Non-Executive Director in January 2024, bringing
significant WA resource sector expertise. Mr Kins was
involved with Tantalum Australia NL (TA) in numerous
senior roles when TA was operator of the tantalum
mine at New Dawn. Torque is benefitting from Mr Kins’
wide experience.
In-house Expertise: I pay credit to our dedicated
and multi-disciplined technical team, led proficiently
by Managing Director Mr Cristian Moreno. Together,
their tireless effort has demonstrably advanced
Torque’s profile and prospects through the year. We
now look to capitalise on the USD $2,670 record gold
price (as at 26 September 2024).
The Outlook: Gold’s lightning rally to successive
record highs shows every sign of continuing as
the fundamental case for bullion firms. Inevitably,
sentiment will flow down from producers to quality
explorers with robust gold prospects, like Paris.
Torque intends to build on its credentials as a
competent gold explorer where, within its 350km2
greenstone belt (encompassing the 2.5km2 Paris Gold
Project), opportunity abounds for similar discoveries.
Ongoing exploration at Paris and further afield will test
the hypothesis. Torque’s 2024 strategy to selectively
consolidate ground in the region of its Penzance
portfolio will prevail into 2025.
I thank shareholders for your support over the past
year. Be assured that Torque remains focused on
value-add opportunities.
Yours sincerely.
Mr Andrew Woskett
CHAIRMAN
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ANNUAL REPORT 2024
MANAGING
DIRECTOR’S REPORT
CRISTIAN MORENO, MANAGING DIRECTOR
Dear Shareholders,
As we reflect on the past year at Torque, I am excited
to share with you the remarkable strides we have
made and our vision for the future. Our journey this
year has been marked by key milestones and exciting
breakthroughs, positioning the Company as one of
the strongest performing gold juniors in Australia.
Our assets are situated in a most favorable
jurisdiction for mineral exploration. Western Australia’s
stability and resource-rich landscape provide a solid
foundation for our projects, with neighboring high-
grade deposits and robust mining infrastructure
underscoring the significant potential of our assets.
Among our highlights this year was the Paris Gold
Project, which has consecutively delivered some of
the most impressive gold intersections in the market.
This project’s proximity to existing infrastructure,
including the Higginsville and St Ives mills, enhances
our ability to progress towards efficient and cost-
effective processing. Torque’s just-released Mineral
Resource Estimate (MRE), 2,518kt @ 3.1g/t for 250k
ounces of gold, including 1,094Kt @ 4.3g/t for 152,000
ounces of gold in the Paris Deposit clearly validates
the project’s significant potential.
Notably, metallurgical characterisation gave over
96% gold recovery rates, with extremely low cyanide
consumption.
Our New Dawn Lithium Project produced promising
results. Located along strike from the Bald Hill mine,
our drilling campaigns consistently yielded high-grade
spodumene. Delivering a maiden Exploration Target
this year – less than 6 months after acquiring access
to New Dawn – was a major achievement.
None of this would have been possible without our
highly skilled technical team, which has worked
tirelessly to deliver on milestones. With six skilled
geologists holding or on the path to attaining master’s
degrees and with extensive global experience—
including our Exploration Manager with 45 years in
the field—our exploration effort is conducted with
efficiency and precision.
Torque has retained a tight capital structure, and I
welcome the strong sense of ownership among our
shareholders. Nearly two-thirds of our investors are
retail investors, reflecting our position as a Company
owned by the people who truly believe in us. With
strong investment in our exploration activities each
year, we are well-equipped to drive value for our
shareholders.
We continue to harness advanced geoscience and
AI-powered smart methodologies to unlock high-value
mineral deposits. Through integration of machine
learning, using input data like gravimetrics, magnetics,
geology, radiometrics, our algorithm is trained to
identify specific geological traits. This helps us
pinpoint gold prospects with greater accuracy, taking
our exploration to the next level.
Looking ahead, our strategic location, high-grade
results and dedicated technical team all set the stage
for an exciting year.
I’d like to thank our shareholders for your continued
support. We’re enthusiastic about what’s to come and
look forward to sharing more exciting news as we
advance our projects.
Your sincerely,
Mr Cristian Moreno
MANAGING DIRECTOR
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ANNUAL REPORT 2024
Perth-based, Western Australian-focused mineral
explorer Torque Metals Limited reports on its
activities for the 12-month period ending June 2024.
Torque Metals concentrated its efforts on prime
assets located within Western Australia’s prolific
lithium-gold-nickel belt. Our substantial landholding,
encompassing approximately 1,200 square
kilometres, is situated around 90 kilometres southeast
of Kalgoorlie, offering close proximity to essential
processing infrastructure.
Successful drilling campaigns involving Reverse
Circulation (RC), and Diamond Drilling (DD) were
completed across our Paris Gold and New Dawn
Lithium projects, yielding outstanding results.
COOLGARDIE
KALGOORLIE
WIDGIEMOOLTHA
KAMBALDA
WESTGOLD
Baloo Gold
WESTGOLD
Higginsville Gold Operations
GOLD FIELDS
Invincible Gold Mine
GOLD FIELDS
St Ives Gold Mine
WESTGOLD
Beta Hunt Gold Mine
NORTHERN STAR RESOURCES
Super Pit
MINERAL RESOURCES
Mt Marion Lithium Operation
MINERAL RESOURCES
Bald Hill Lithium Mine
RED 5 LIMITED
Mount Belches Gold Mine
RED 5 LIMITED
Daisy Milano Gold Mine
PARIS GOLD PROJECT
Maiden MRE
SALT LAKE
RAILWAY
MAJOR ROADS
20km
40km
0km
60km
N
PARIS GOLD PROJECT
NEW DAWN LITHIUM PROJECT
PENZANCE GOLD/LITHIUM PROJECT
TOWNS
MAJOR GOLD MINE
MAJOR LITHIUM MINE
GOLD DISCOVERIES
LITHIUM DISCOVERIES
OUR PROJECTS
KALGOORLIE
PERTH
KALGOORLIE
WESTERN AUSTRALIA
TORQUE METALS PROJECTS
REVIEW OF
OPERATIONS
1,200km2 total landholding
Located in WA Goldfields
on the Boulder-Lefroy Fault
(70Moz gold production)
13 Mining Licences, 4 Prospecting
Licences, 38 Exploration Licences
Close to Existing Mines,
Processing Infrastructure
Diversified Assets – Gold, Lithium
Prime, Development-Ready Assets
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ANNUAL REPORT 2024
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ANNUAL REPORT 2024
~700km2 land holding
Extensive and prospective land area
25,000m Drilling Completed
DD and RC Drilling over ~3yrs
Grades Indicate 2.5km Gold Camp Potential
High-grade zone open to the NW, SE & at depth
>95% Metallurgical Recovery Rate
Consistent, high recovery rates reported
from Torque drill core
Mineral Resource Estimate Delivered
Inaugural MRE published 18 September 2024
PARIS GOLD
PROJECT
The Paris Gold Project (‘the Project’), situated
in a premier gold province in Western Australia,
encompasses a highly prospective land area of
700km². It is strategically located 12km southeast
of Goldfields’ St Ives project and 10km east of Karora
Resources’ Higginsville project. This area includes
ten fully owned mining and exploration licences, with
key processing infrastructure nearby including the
Higginsville and St Ives mills.
During the year, the Company undertook a focused
drilling campaign at the Project aimed at expanding
the spatial extent of the gold mineralised zones and
investigating adjacent parallel structures, as identified
through advanced geophysical imaging and machine
learning algorithms.
Drilling along the Paris line of prospects continues
the momentum from Torque’s successful campaigns
in 2023, 2022 and 2021 resulting in the discovery of
high-grade gold deposits characterised by parallel
structures spanning 2.5 kilometres by 1 kilometre,
with strong expansion potential all directions.
The results from our exploration efforts were
outstanding, confirming strong gold mineralisation
at the project and reinforcing its significant potential.
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ANNUAL REPORT 2024
On 5 July 2023, Torque reported assays from
its inaugural diamond drilling (DD) at Paris and
Observation prospects, with results revealing high-
grade gold mineralised zones. First-pass, (4-hole)
diamond drilling at Paris and Observation prospects
intersected multiple gold mineralised intervals, with
best intercepts including:
PARIS:
•
2.49m @ 40.6 g/t Au from 167.8m, and
•
4.44m @ 20.82 g/t Au from 170.3m, and
•
1.2m @ 185 g/t Au from 174.7m, all within
35m @ 14.12 g/t Au from 157.85m (23PRCDD076)
•
1.04m @ 83.59 g/t Au from 181.34m, within
14.76m @ 7.6 g/t Au from 168.13m
(23PRCDD077)
OBSERVATION:
•
3m @ 12 g/t Au from 19m within 16m @ 2.73 g/t
Au from 18m (23ODD001)
A reverse circulation (RC) drilling program comprising
52 drill holes with a total length of 6,128 metres
focused on both extensional and in-fill drilling at the
Paris, HHH and Observation prospects.
A second-round diamond drilling program was
concluded adjacent the Paris open pit, consisting
of three drill holes with a cumulative length of 322
metres. This program specifically targeted extensions
of Paris mineralisation towards the west.
On 28 August 2023, Torque announced gold assay
results from that RC and diamond drilling in the
immediate vicinity of Paris and HHH prospects. These
results revealed two new zones for further exploration.
100m north of the Paris open cut, we confirmed a
from-surface mineralised zone best result of:
•
27m @ 3.96 g/t Au from 0m including 3m @ 27
g/t Au from 24m (23PRC090)
Paris southern mineralised lode extended 50m
laterally to west and 40m east and plunging 150m
south of the Paris open cut, with best intercepts of:
•
7m @ 8.04 g/t Au from 132m including 3m
@ 13.31 g/t Au from 133m (23PRC079)
•
6m @ 7.85 g/t Au from 150m (23PRC080)
•
3m @ 12.1 g/t Au from 144m (23PRC085
Diamond tail-drilling (322m, 3-hole) extended the
mineralised structure west of the Paris pit by 70m,
with best result of:
•
2.31m @ 4.67 g/t Au from 229.39m, and
•
3.88m @ 1.55 g/t Au from 234.12m including
1.38m @ 4.42 g/t from 235.1m and
•
3.54m @ 6.38 g/t from 241m including 2m
@ 10.72 g/t from 241m all in hole
(23PRCDD095)
At HHH prospect, mineralisation extended 150m
towards the east with intersections including:
•
5m @ 3.99 g/t Au from 66m (23HRC048)
•
4m @ 1.25 g/t Au from 18m (23HRC050)
Drilling between HHH and Paris open pits confirmed a
brand-new mineralised trend (from subsequent follow-
up work, named Eva prospect) with best result of:
•
1m @ 1.09 g/t Au from 22m, and
•
10m @ 1.07 g/t Au from 38m, and
•
2m @ 1.16 g/t Au from 61m, and
•
16m @ 1.05 g/t Au from 67m all in hole
(23HRC063)
Figure 1: Eva prospect, W-E section of the mineralised structure.
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ANNUAL REPORT 2024
In September 2023, Torque reported results of
independent test work evaluating the metallurgical
characteristics and gold recoverability of core samples
from the Paris and Observation prospects. Outcomes
exceeded expectations for both conventional cyanide
leaching and gravity processes; Paris composite gold
recovery of 96.79% and Observation composite gold
recovery of 99.7%.
On 17 May 2024, the Company announced the
conclusion of a follow-up drilling program at
Paris focused on the Observation-Paris-HHH-Eva
gold systems. Approximately 10,000m of reverse
circulation and diamond drilling was undertaken to
target gold anomalisation obtained from prior drilling.
Geological findings suggested not only east-
west mineralised structures but also north-south
connectivity between previous discoveries Paris,
Observation, HHH and Eva.
Torque completed an extensional drilling program
of 60 holes totaling 9,703.1 metres, using
a combination of RC and diamond drilling methods.
The expanded data set substantially enhances
understanding of mineralisation and contributes
to the in-house geological model.
Figure 2: Paris Gold Project: best all-time gold results at Observation, HHH, Paris and Eva Prospects.
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ANNUAL REPORT 2024
On 17 June 2024, Torque confirmed impressive
gold intersections at Paris, HHH and Observation
prospects, supporting a large Gold Camp concept
(2.5km x 1km open).
Drilling successfully extended Paris by up to 50m
from previous intercepts, best holes being:
• 16.3m @ 7.95 g/t Au from 272m, including 4.63m
@ 25.62 g/t Au from 277m in 24PDD001
• 10.79m @ 3.64 g/t Au from 144m and 5.26m
@ 3.8 g/t Au from 166.58m within 27.84m @ 2.19
g/t Au from 144m in 24PRCDD096
• 9m @ 2.6 g/t Au from 78m and 3m @ 9.23 g/t Au
from 105m within 48m @ 1.37 g/t Au from 72m in
24PRC106
• 6m @ 3.22 g/t Au from 252m within 18m @ 1.8 g/t
Au from 240m in 24PRC099
• 8m @ 6.77 g/t Au from 187m, including 2m @ 26.9
g/t Au from 192m in 24PRC098
The recent shallow discovery, ”Eva”, in the 1.5km N-S
gap between the HHH and Paris pits was expanded,
suggesting the two prospects may be connected.
Mineralisation is encountered along ~500m wherein
encouraging intersections include:
•
16m @ 4.19 g/t Au from 66m, including 2m @
13.12 g/t Au from 72m and 2m @ 18.91 g/t
Au from 80m in 24HRC087
•
12m @ 4.29 g/t Au from 69m, including 3m @ 16.1
g/t Au from 69m in 24HRC086
•
12m @ 1.2 g/t Au from 99m, including 3m @ 2.52
g/t Au from 99m in 24HRC077
•
12m @ 1.37 g/t Au from 72m, including 3m @ 2.68
g/t Au from 78m in 24HRC076
•
9m @ 1.01 g/t Au from 36m, including 3m @ 2.43
g/t Au from 42m and 6m @ 1.11 g/t Au from 101m
in 24HRC072
Other significant intersections from this program
include:
•
6.81m @ 7.59 g/t Au from 58.29m including
2.12m @ 24.02 g/t Au from 59.88m in 24ODD002
at Observation; and
15m @ 1.07 g/t Au from 69m, including 3m @ 2.00
g/t Au from 78m in 24ORC052 at Observation;
•
6m @ 4.05 g/t Au from 94m, including 2m @ 11.48
g/t Au from 98m in 24PRC118 at Paris East;
•
12m @ 1.24 g/t Au from 27m, including 3m @ 1.17
g/t Au from 36m in 24PRC107 at Paris North.
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ANNUAL REPORT 2024
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ANNUAL REPORT 2024
Figure 3: Plan view with geological model and collar locations of all holes completed in the drill
program along with mineralised prospects.
Figure 4: Lithostructural (left) and geological (right) models supporting Torque Metals’ exploration activities.
Known Lithium Jurisdiction
600m west of and abutting operating Bald
Hill Mine (26.5Mt @ 1% Li2O MRE)
Development Ready
2 Mining licences and 9 exploration licences
Promising Intercepts
35m (cumulative) of lithium-mineralised
pegmatities grading up to 3.99% Li2O
Maiden Exploration Target
8-14Mt @ 1.0-1.2% Li2O spodumene
mineralisation
NEW DAWN
LITHIUM PROJECT
The New Dawn Lithium Project occupies two pre-
Native Title, granted mining licences, providing
the ability to fast-track a potential resource into
development. The Project is highly prospective for
spodumene bearing lithium, located a mere 600m
along strike from the 26.5Mt @ 1% Li2O spodumene
Bald Hill Lithium-Tantalum mine.
Torque conducted desktop studies which identified
multiple outcropping pegmatites. The Company then
collected multiple rock chip samples from the project
site, returning impressive assay grades up to 6%
Li2O. Torque created a 3D model of pegmatite bodies
generated from historical drill data. This positioned
the Company to conduct a first-pass diamond drill
(DD) program for determination of lithium values.
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ANNUAL REPORT 2024
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ANNUAL REPORT 2024
Drilling commenced in September 2023. Diamond
drill rigs mobilised to site to drill an initial 22 holes
for approximately 2,700m, to test known pegmatitic
bodies for lithium and tantalum.
On 19 October 2023, assays from all four of the initial
shallow diamond drill holes, each less than 90m deep,
successfully confirmed spodumene bearing lithium.
The first four holes were each less than 90 metres
deep, within a tight zone confined to the central lode
area where rock chips were collected and in the area
of the historic Tantalum pit.
Lithium was confirmed in multiple pegmatite
intercepts, giving a peak individual lithium grade of
2.79% Li2O and best intersection of: 3.57m @ 1.25%
Li2O, from 26.73m within 8m @ 0.71% Li2O from
22.3m (23NDDD003).
On 15 November 2023, Torque provided an update on
its inaugural diamond and reverse circulation drilling
campaign. Assays from 2 diamond holes reported
high grade mineralisation up to 2.45% Li2O.
Visible fine to coarse grained crystalline spodumene
mineralisation was intersected, best results include;
•
6.44m @ 1.01% Li2O, from 222.07m including
3.92m @ 1.52% Li2O from 222.73m (23NDDD005)
•
3.66m @ 1% Li2O, from 207m including 2.63m @
1.24% Li2O from 209.07m (23NDDD005)
RC intersections demonstrate multiple vertically
stacked, continuous pegmatite lodes (with
spodumene indicated under UV light) remaining open
to the north and south on a southeast trend towards
the neighbouring Bald Hill deposit.
Figure 5: New Dawn Lithium Project Plan View.
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ANNUAL REPORT 2024
On 7 December 2023, Torque reinforced the
occurrence of high-grade lithium (spodumene)
lodes intersected at New Dawn with peak grade
of 3.99% Li2O.
35 metres (cumulative) of lithium mineralised
pegmatites intersected:
•
10m @ 1.51% Li2O, from 51m including 1m
@ 3.99% Li2O, from 52m
and: 15m @ 1.17% Li2O, from 220m including 7m
@ 2.12% Li2O, from 221m
and: 10m @ 1.15% Li2O, from 265m including 6m
@ 1.76% Li2O, from 267m
Other significant intersections include:
•
4m @ 0.99% Li2O, from 55m including 2m
@ 1.17% Li2O, from 55m
•
7m @ 1.01% Li2O, from 28m including 2m
@ 1.42% Li2O, from 29m and: 7m @ 1.06% Li2O,
from 196m including 4m @ 1.64% Li2O, from
198m
•
8m @ 1.09% Li2O, from 47m including 1m
@ 3.66% Li2O, from 53m and: 14m @ 1.01% Li2O,
from 192m including 4m @ 2.32% Li2O, from
199m and: 6m @ 0.66% Li2O, from 259m including
1m @ 1.41% Li2O, from 263m
•
7m @ 1.01% Li2O, from 173m including 3m
@ 1.91% Li2O, from 176m and: 7m @ 1.01% Li2O,
from 213m including 3m @ 1.79% Li2O, from
216m and: 4m @ 1.02% Li2O, from 257m including
2m @ 1.87% Li2O, from 258m
•
5m @ 1.05% Li2O, from 202m including 3m
@ 1.64% Li2O, from 202m
•
5m @ 0.73% Li2O, from 68m including 1m
@ 1.28% Li2O, from 70m and: 1m @ 1.23% Li2O,
from 264m
•
4m @ 1.04% Li2O, from 268m including 3m
@ 1.24% Li2O, from 268m
•
12m @ 1.00% Li2O, from 39m including 2m
@ 2.04% Li2O, from 42m and: 8m @ 0.92% Li2O,
from 193m including 3m @ 1.29% Li2O, from
193m and: 3m @ 0.98% Li2O, from 254m including
1m @ 1.79% Li2O, from 254m and: 3m @ 0.98%
Li2O, from 263m including 2m @ 1.18% Li2O,
from 264m
•
10m @ 1.15% Li2O, from 208m including 5m
@ 2.15% Li2O, from 209m and: 12m @ 1.18% Li2O,
from 239m including 4m @ 2.14% Li2O, from
243m
•
7m @ 0.99% Li2O, from 191m including 3m
@ 1.77% Li2O, from 194m and: 2m @ 1.07%
Li2O, from 227m and: 9m @ 1.02% Li2O, from
237m including 2m @ 2.21% Li2O, from 240m
•
9m @ 1.01% Li2O, from 263m including 3m
@ 2.24% Li2O, from 263m
•
8m @ 1.01% Li2O, from 232m including 1m
@ 3.42% Li2O, from 238m
•
6m @ 0.83% Li2O, from 30m including 2m
@ 1.78% Li2O, from 30m
Figure 6: New Dawn Lithium Project. Cross Section showing current drilling and pegmatite intersections.
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ANNUAL REPORT 2024
Shallow intersections confirmed continuous
pegmatite lodes open to the north and on a southeast
trend towards the neighbouring Bald Hill mining
operation.
Deeper intersections also demonstrate continuous
pegmatite lodes (spodumene confirmed by Raman
spectroscopy) remain open to the north, south and
west and on a southeast trend towards the Bald Hill
deposit.
Significant grades of Tantalum (Ta), Niobium (Nb)
Rubidium (Rb) and Tin (Sn) were also noted outside
of the stronger Li mineralised zones.
On 8 February 2024, Torque announced the Maiden
Exploration Target in accordance with JORC 2023
for the project of 8 – 14 million tonnes grading at
1.0 - 1.2% Li2O.
On 14 February 2024, Torque completed ~5,000m
RC drill campaign aiming to test and extend the
Company’s maiden Exploration Target. All 17 RC holes
consistently intersected vertically stacked pegmatites.
Thick, continuous pegmatite lodes intersected -
with spodumene confirmed by Raman analysis
and indicated under UV light - remaining open in all
directions.
Assay results from this drilling were reported on 14
March 2024, showing consistent and impressive high-
grade lithium results with peak grade of 4.42% Li2O.
Multiple, lithium mineralised pegmatites were again
encountered in vertically stacked patterns, collectively
up to 28.8m thick. Significant intersections include:
•
13.11m @ 1.03% Li2O, from 49.9m including
5.48m @ 2.25% Li2O, from 52.9m
and: 15.77m @ 1.01% Li2O, from 255.9m including
4.08m @ 1.94% Li2O, from 259.1m
•
7.23m @ 1% Li2O, from 45.7m including 4.91m
@ 1.12% Li2O, from 50.12m
and: 14.16m @ 1.01% Li2O, from 196.7m including
4.59m @ 1.71% Li2O, from 205.7m
RC drilling extended mineralised pegmatites to the
North and South remaining open in all directions,
significant intersections include:
•
13m @ 1.05% Li2O, from 67m including 7m
@ 1.86% Li2O, from 69m
•
7m @ 1.03% Li2O, from 50m including 1m
@ 4.42% Li2O, from 51m
•
9m @ 1.02% Li2O, from 167m including 5m
@ 1.6% Li2O, from 168m
and: 5m @ 1.14% Li2O, from 221m including 2m
@ 2.68% Li2O, from 222m
and: 10m @ 1.51% Li2O, from 249m including 4m
@ 3.38% Li2O, from 251m
•
12m @ 1% Li2O, from 244m including 3m @ 1.57%
Li2O, from 245m
•
9m @ 1.01% Li2O, from 92m including 4m
@ 1.95% Li2O, from 93m
and: 4m @ 1.01% Li2O, from 267m
and: 8m @ 1.07% Li2O, from 318m within broader
zone of 18m @ 0.65% Li2O, from 318m
16
ANNUAL REPORT 2024
17
ANNUAL REPORT 2024
CORPORATE
ACTIVITIES
EXPANSION OF THE PENZANCE PORTFOLIO
Tenure acquisitions expanded Torque’s existing
footprint to approximately 500km2 across spatially
related work areas encompassing potential for
discovery of gold, lithium and nickel deposits. The
area’s aggregation with Torque’s present land holding
creates the newly named “Penzance Exploration
Camp”.
In December 2023, Torque acquired three tenements
from Parker Hill Pty Ltd, two of which are adjacent to
the Paris Gold Project and one with lithium potential
along the same geological trend as the New Dawn
Lithium Project.
Torque took the initiative to acquire freehold land
and construct an 18-room exploration camp from
which crews can readily access Penzance area work
sites. The facility substantially reduces field operating
expenses and travel time.
OPTION TO ACQUIRE KNOWN PARIS AREA
LITHIUM AND GOLD EXPOSURES
On 5 September 2023, Torque announced binding
option agreements with Abeh Pty Ltd and associates
for the purchase of 14 tenements around the Paris
project, covering approximately 200km2, gaining
exposure to electric battery minerals through
tenements adjacent to the Bald Hill lithium-tantalum
operation.
The New Dawn lithium project includes two granted
Mining Licences, since proven by Torque to be
endowed with spodumene, just 600m along strike
from the 26.5 Mt @ 1% Li2O spodumene Bald Hill
Lithium and Tantalum Mine.
The inclusion of gold prospective tenements around
the Paris Gold Camp expands discovery scope,
extending up to and lateral to Gold Fields’ St Ives gold
mine. The acquisition was completed on 17 January
2024.
OPTION TO ACQUIRE KAMBALDA AREA
GOLD AND LITHIUM TENEMENTS
On 15 May 2024, Torque signed option agreements
to acquire 100% of a strategic package of tenements
with gold and lithium potential west of Kambalda,
near to Horse Rocks (ASX: LRD), Kangaroo Hills (ASX:
FBM), Spargoville (ASX: KM1, MQR) and Mt Marion
Lithium (ASX: MIN).
The option agreements are consistent with Torque’s
strategy to consolidate further highly prospective
ground in the vicinity of its Penzance Exploration
Camp. They enable a significant expansion of
Torque’s presence in the WA Goldfields through the
acquisition of multiple titles which, upon transfer to
Torque, will increase Torque’s project aggregation to
approximately 1200km², thereby establishing it as
a major high-quality tenement holder in the region.
CAPITAL RAISING
In March 2024, Torque received $3.75 through the
issue of 28.85 million shares at an issue price of $0.13
per share.
The Placement was strongly supported by several
high-net worth investors and by the vendors of new
projects, which demonstrated their support and
confidence in the potential of their projects. Torque’s
Directors collectively subscribed $65,000 to the
Placement.
DRILL FOR EQUITY AGREEMENT WITH
TOPDRILL PTY LTD
On 21 March 2024, Torque initiated a drill for equity
agreement with Topdrill Pty Ltd allowing Torque to
cover up to 100% of drilling costs billed by Topdrill by
the issue of Torque shares up to a maximum value of
$500,000. The agreement was subsequently updated
to increase the maximum value to $700,000.
18
ANNUAL REPORT 2024
DIRECTOR’S
REPORT
The directors of Torque Metals Limited and its
subsidiaries (“the Group”) present their report
for the year ended 30 June 2024 (“the Year”).
DIRECTORS
Patrick Burke (Resigned 22 December 2023)
Cristian Moreno
Tony Lofthouse
Andrew Woskett
Imants Kins (Appointed 18 January 2024)
Directors have been in office since the start of the
Year to the date of this report unless otherwise stated.
CRISTIAN MORENO
MANAGING DIRECTOR
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 seven years international experience,
Mr Moreno has served in various roles including
as an exploration and project geologist for gold
exploration/producing companies and geophysical
and geological manager for oil and gas companies.
Cristian holds a MBA (Finance) from UWA, high
distinction MSc (Geophysics) from Curtin University,
as well as a BSc (Geology) and BEng (Eng.) from the
National University of Colombia. He has completed
postgraduate studies in MSc in Statistics & Data
Science from KU Leuven and is currently completing
his Masters in Mining and Energy Law at UWA. Mr
Moreno is Member of the Australasian Institute
of Mining and Metallurgy, Australian Institute of
Management and Member of the Australian Institute
of Company Directors.
INTEREST IN SHARES
563,760 fully paid ordinary shares.
7,000,000 performance rights
expiring 22 November 2024.
2,000,000 performance rights
expiring 30 April 2024.
18
ANNUAL REPORT 2024
19
ANNUAL REPORT 2024
PATRICK N. BURKE
NON-EXECUTIVE CHAIRMAN
(RESIGNED 22 DECEMBER 2023)
QUALIFICATIONS
LLB
EXPERIENCE
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.
INTEREST IN SHARES
-
DIRECTORSHIPS HELD IN
OTHER LISTED ENTITIES
CURRENT
-
PAST THREE YEARS
Triton Minerals Limited (Resigned 30 November 2023)
Lycaon Resources Limited (Resigned 29
November 2023)
Western Gold Resources Limited (Resigned 29
November 2023)
Province Resources Limited (Resigned 28
November 2023)
Meteoric Resources NL (Resigned 11 April 2023)
Mandrake Resources Limited (Resigned 24
March 2022)
ANTONY (TONY) L. LOFTHOUSE
NON-EXECUTIVE DIRECTOR
QUALIFICATIONS
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
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.
INTEREST IN SHARES
691,666 fully paid ordinary shares.
100,000 $0.25 options expiring 7 May 2026
2,000,000 performance rights expiring 22
November 2024
DIRECTORSHIPS HELD IN
OTHER LISTED ENTITIES
None
20
ANNUAL REPORT 2024
IMANTS KINS
NON-EXECUTIVE DIRECTOR
(APPOINTED 18 JANUARY 2024)
QUALIFICATIONS
Bachelor of Economics /
Master of Arts Futures Studies.
EXPERIENCE
Imants Kins is a highly respected senior executive
with more than 40 years’ experience in the resources
and technology sectors as an active executive
and non-executive director/chairman of ASX-listed
companies, unlisted companies, and not-for-profit
organisations. Imants was involved with Tantalum
Australia (ASX:TAA) for 5 years across numerous
roles, including Managing Director. TAA was a
previous holder of tantalum and associated minerals
tenements across the New Dawn Lithium Project,
adding significant value to the upcoming exploration
advancements by Torque Metals.
INTEREST IN SHARES
583,334 fully paid ordinary shares.
DIRECTORSHIPS HELD
IN OTHER LISTED ENTITIES
Critical Infrastructure Technologies Limited
(Canadian Securities Exchange: CTTT)
ANDREW WOSKETT
NON-EXECUTIVE DIRECTOR /
NON-EXECUTIVE CHAIRMAN
(APPOINTED 22 DECEMBER 2023)
QUALIFICATIONS
Engineering degree, Masters in Commercial Law
and is a Fellow of the Australasian Institute of
Mining and Metallurgy.
EXPERIENCE
Andrew Woskett is a highly respected senior executive
with over 40 years of project and corporate experience
in the resources industry. He brings a wealth of
experience in bringing assets to development, having
been responsible for evaluation, definition, promotion,
financing and management of multiple resource
projects in gold, base metals, nickel, iron ore and coal.
He is a Fellow of the Australasian Institute of Mining
and Metallurgy and has an engineering degree and
Masters degree in Commercial Law.
INTEREST IN SHARES
655,000 fully paid ordinary shares.
2,000,000 performance rights expiring
22 November 2024.
DIRECTORSHIPS HELD IN
OTHER LISTED ENTITIES
Minotaur Exploration Ltd (Resigned 28 February 2022)
Demetallica Ltd (Resigned 18 November 2022)
21
ANNUAL REPORT 2024
HENKO VOS
JOINT COMPANY SECRETARY
EXPERIENCE
Mr Vos is a member of the Governance Institute of Australia and Chartered
Accountants Australia & New Zealand with more than 20 years’ experience
working within public practice, specifically within the area of audit and
assurance both in Australia and South Africa. He holds similar secretarial
roles in various other listed public companies in both industrial and resource
sectors. He is an employee of Nexia Perth, a mid-tier corporate advisory and
accounting practice.
COMPANY
SECRETARY
JESSAMYN LYONS
JOINT COMPANY SECRETARY
EXPERIENCE
Ms Lyons has 15 years previous experience working in the stockbroking
and banking industries across various positions with Macquarie Bank, UBS
Investment Bank (London) and Patersons Securities. Ms Lyons established
Everest Corporate, a corporate services firm, and grew the business for 5
years prior to merging with Nexia Perth. Ms Lyons is a Director of Nexia Perth,
Company Secretary of Dreadnought Resources Limited and Ragnar Metals
Limited, and Joint Company Secretary of Echo IQ Limited. Ms Lyons is a
Chartered Secretary and Fellow of the Governance Institute of Australia, and
holds a Bachelor of Commerce from the University of Western Australia with
majors in Investment Finance, Corporate Finance, and Marketing.
22
ANNUAL REPORT 2024
SIGNIFICANT CHANGES
IN STATE OF AFFAIRS
During the year the Company issued a total of
87,066,760 fully paid ordinary shares and 13,600,000
unlisted options with an exercise price ranging from
$0.18 - $0.60 and expiring between 23 June 2024
and 6 December 2026. These securities were issued
with the objective of providing the company with the
necessary working capital to support ongoing mineral
exploration efforts, along with acquiring extensive
tenement packages referred to as the New Dawn
Lithium, Paris Gold, and Penzance Nickel projects.
Shares and/or options were also issued to service
providers to the Group for exploration drilling and
other corporate services.
PRINCIPAL ACTIVITIES
During the financial year the principal activities of the
consolidated entity consisted of mineral exploration.
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.
REMUNERATION REPORT (AUDITED)
The remuneration report, which has been audited,
outlines the director and executive remuneration
arrangements for the consolidated entity and the
company, in accordance with the requirements of the
Corporations Act 2001 and its Regulations.
Key management personnel are those persons having
authority and responsibility for planning, directing
and controlling the activities of the entity, directly or
indirectly, including all directors.
2024
2023
2022
NLAT ($'m)
(4.68)
(2.09)
(2.15)
Share price at year end (cents)
ASX $0.135
ASX $0.14
ASX $0.24
Basic EPS (cents)
(0.034)
(0.022)
(0.033)
The remuneration report is set out under the following
main headings:
•
Principles used to determine the nature
and amount of remuneration
•
Details of remuneration
•
Service agreements
•
Share-based compensation
•
Additional information
23
ANNUAL REPORT 2024
Key Management Personnel
Position
Patrick Burke
Non-Executive Chairman (Resigned 22 December 2023)
Tony Lofthouse
Non-Executive Director
Cristian Moreno
Managing Director
Andrew Woskett
Non-Executive Director/Non-Executive Chairman (Appointed 22 December 2023)
Imants Kins
Non-Executive Director (Appointed 18 January 2024)
PRINCIPLES USED TO DETERMINE
THE NATURE AND AMOUNT
OF REMUNERATION
The objective of the consolidated entity’s and
company’s executive reward framework is to
ensure reward for performance is competitive and
appropriate for the results delivered. The framework
aligns executive reward with the achievement of
strategic objectives and the creation of value for
shareholders and conforms with the market best
practice for delivery of reward. The Board of Directors
(‘the Board’) ensures that executive reward satisfies
the following key criteria for good reward governance
practices:
•
Competitiveness and reasonableness
•
Acceptability to shareholders
•
Transparency
The board has not established a remuneration
committee as the role of the committee is undertaken
by the full board, which currently comprises of
4 members. In the absence of a formal committee,
the Board undertakes the role of reviewing the level
and composition of remuneration for directors and
senior executives.
In accordance with best practice corporate
governance, the structure of non-executive director
and executive director remuneration is separate.
NON-EXECUTIVE DIRECTOR’S
REMUNERATION
Fees and payments to non-executive directors
reflect the demands which are made on, and the
responsibilities of, the directors. The chairman’s fees
are determined independently to the fees of other
non-executive directors based on comparative roles
in the external market. The chairman is not present
at any discussions relating to determination of his
own remuneration.
The current non-executive directors’ fees are
determined within an aggregate directors’ fee limit.
The maximum current aggregate non-executive
directors’ fee limit stands at $750,000.
EXECUTIVE REMUNERATION
The consolidated entity and company aims to reward
executives with a level and mix of remuneration based
on their position and responsibility, which is both fixed
and variable.
The executive remuneration and reward framework
has three components:
•
Base pay and non-monetary benefits
•
Share-based payments
•
Other remuneration such as superannuation
and long service leave
The combination of these comprises the executive’s
total remuneration.
CONSOLIDATED ENTITY PERFORMANCE
AND LINK TO REMUNERATION
Remuneration can be directly linked to performance
of the consolidated entity. Performance Rights
are issued to directors to incentivise their future
performance.
VOTING AND COMMENTS MADE AT THE
COMPANY’S 30 JUNE 2023 ANNUAL
GENERAL MEETING (‘AGM’)
The company received in excess of 95% of ‘for’ votes
in relation to its remuneration report for the year
ended 30 June 2023. The company did not receive
any specific feedback at the AGM regarding its
remuneration practices.
DETAILS OF REMUNERATION
AMOUNTS OF REMUNERATION
Details of the remuneration of key management
personnel of the group are set out in the following
tables.
The names and positions held of the Company’s key
management personnel in office at any time during
the period were:
24
ANNUAL REPORT 2024
DETAILS OF REMUNERATION FOR THE YEARS ENDED 30 JUNE 2024 AND 30 JUNE 2023
The remuneration for each director and key management personnel of the Company during the year was as follows:
2024
Fixed Remuneration
Variable Remuneration
Directors
Salaries/Fees
Super
AL & LSL
Total
Performance
Rights
Total
Value of
Performance
Rights as % of
remuneration
P Burke (v)
33,200
-
-
33,200
101,787
134,987
75.41%
C Moreno
295,000
25,335
28,641
348,976
399,620
748,596
54.38%
T Lofthouse (vii)
77,920
6,625
-
84,545
100,752
185,297
54.37%
A Woskett (iii)
83,250
-
-
83,250
47,399
130,649
36.28%
I Kins (vi)
27,308
3,029
-
30,337
-
30,337
-
Total
516,678
34,989
28,641
580,308
649,558
1,229,866
2023
Fixed Remuneration
Variable Remuneration
Directors
Salaries/Fees
Super
AL & LSL
Total
Performance
Rights
Total
Value of
Performance
Rights as % of
Remuneration
P Burke
57,460
-
57,460
63,122
120,582
52.35%
I Finch (i)
206,302
10,112
216,414
126,245
342,659
36.84%
C Moreno (ii)
240,000
25,200
1,241
266,441
124,772
391,213
31.89%
T Lofthouse
62,218
5,460
67,678
63,122
130,800
48.26%
A Woskett (iii)
22,200
-
22,200
71,024
93,224
76.19%
Total
588,180
40,772
1,241
630,193
448,285
1,078,478
Other Key
Management
Personnel
N McKay (iv)
175,000
18,375
193,375
63,122
256,497
24.61%
Total
175,000
18,375
-
193,375
63,122
256,497
Total
763,180
59,147
1,241
823,568
511,407
1,334,975
(i)
Ian Finch resigned as Managing Director on 27 October 2022
(ii) Cristian Moreno was appointed CEO on 1 May 2022 and
Managing Director on 27 October 2022
(iii) Andrew Woskett was appointed as a Non-Executive Director
on 1 March 2023 and Non-Executive Chairman on 22
December 2023
(iv) Neil McKay resigned as Company Secretary and CFO
on 23 June 2023
(v) Pat Burke resigned as Non-Executive Chairman
on 22 December 2023
(vi) Imants Kins was appointed as a Non-Executive Director
on 18 January 2024
(vii) During the year, Tony Lofthouse provided additional
consulting services to the Company. The total amount paid
to Tony Lofthouse during the year was $17,920 (excluding
GST). The amount disclosed in the table above includes
this amount.
-
-
-
-
-
25
ANNUAL REPORT 2024
(i) Net change – other represents the shares held by Patrick Burke on 22 December 2023, being the date of his resignation.
There were no shares issued to directors and other key management personnel as part of compensation during the year ended
30 June 2024 (2023: nil).
The retainers above do not include any statutory superannuation payable, if applicable.
SERVICE AGREEMENTS
CRISTIAN MORENO
(Managing Director)
Remuneration and other terms of employment for the Managing Director, Cristian Moreno, is formalised in
a service agreement. Cristian Moreno’s annual salary is $300,000 p.a. plus statutory superannuation entitlements.
The Company is required to give 6 months termination notice, and reserves the right to payout the notice period in
lieu of working or part thereof. Cristian Moreno may terminate the service agreement with the Company by giving
3 months notice.
OTHER NON-EXECUTIVE DIRECTORS
The other directors are not employed under a contract. Under current arrangements, there is no termination
period with respect to the other directors.
The annual retainers for Non-Executive Directors are as follows:
SHARE-BASED COMPENSATION
SHARES
The share holdings of each director and key management personnel of the Company during the year was
as follows:
Director
Annual Retainer $
Pat Burke (Resigned 22 December 2023)
60,000
Andrew Woskett (Non-Executive Director to 22 December 2023)
60,000
Andrew Woskett (Appointed Non-Executive Chairman 22 December 2023)
90,000
Tony Lofthouse
60,000
Imants Kins (Appointed Non-Executive Director 18 January 2024)
60,000
30 June 2024
Balance
1/07/2023
Number acquired
during the year
Number disposed
during the year
Net change -
other
Balance
30/06/2024
Directors
Tony Lofthouse
400,000
291,666
-
-
691,666
Patrick Burke (i)
150,000
416,667
-
(566,667)
-
Andrew Woskett
250,000
405,000
-
655,000
Cristian Moreno
122,093
441,667
-
563,760
Imants Kins
-
250,000
-
333,334
583,334
-
-
26
ANNUAL REPORT 2024
OPTIONS
The option holdings of each director and key management personnel of the Company during the year was
as follows:
There were no options issued to directors and other key management personnel as part of compensation during the year ended
30 June 2024 (2023: nil).
PERFORMANCE RIGHTS
A summary of Performance Rights issued to each director and key management personnel of the Company
during the year as part of their remuneration, as well as total holdings, was as follows:
30 June 2024
Balance 1/07/2023
Number acquired
during the year
Number expired
during
the year
Balance
30/06/2024
Directors
Tony Lofthouse
145,000
-
(45,000)
100,000
Pat Burke
-
-
-
-
Andrew Woskett
-
-
-
-
Cristian Moreno
-
-
-
-
Imants Kins
-
-
-
-
30 June 2024
Number Granted
Grant Date
Fair Value per
Performance
Right
Expiry Date
Number Vested
Directors
P Burke
1,000,000
1,000,000
23-Nov-21
23-Nov-21
$0.152
$0.255
22-Nov-24
22-Nov-24
-
-
Total
2,000,000
T Lofthouse
1,000,000
1,000,000
23-Nov-21
23-Nov-21
$0.152
$0.255
22-Nov-24
22-Nov-24
-
-
Total
2,000,000
C Moreno
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
01-May-22
01-May-22
28-Apr-23
28-Apr-23
07-Nov-23
$0.127
$0.230
$0.032
$0.135
$0.085
30-Apr-25
30-Apr-25
22-Nov-24
22-Nov-24
22-Nov-24
-
-
-
-
Total
9,000,000
A Woskett
1,000,000
1,000,000
28-Apr-23
28-Apr-23
$0.032
$0.135
22-Nov-24
22-Nov-24
-
-
Total
2,000,000
I Kins
-
-
Total
-
-
27
ANNUAL REPORT 2024
ADDITIONAL INFORMATION
TRANSACTIONS WITH DIRECTORS AND KEY MANAGEMENT PERSONNEL
During the year, Tony Lofthouse, a director of the Company, also provided consulting services to the Group
at an arms-length rate. The total amount paid to Mr Lofthouse for the year was $17,920 (2023: Nil).
There were no other transactions with key management personnel during the year.
END OF REMUNERATION REPORT
28
ANNUAL REPORT 2024
The loss of the Company for the Year after providing for income tax, amounted to $4,681,330 (2023: $2,094,288).
The loss incurred during the Year related to corporate and administration expenditure, and non-capitalised expenses
relating to tenement acquisition, including additions to the Paris Gold, New Dawn Lithium, Penzance Nickel projects.
Unlisted options issued during the year to service providers have been valued in accordance with the Black-Scholes
model and recognised in the year totalling $1,472,358 (2023: $317,586).
CORPORATE
During the year the Company raised $7.75 million (before costs), and a further $0.89 million (before costs) through
the exercise of options.
As announced on the ASX on 5 September 2023, during the year the Group successfully completed its acquisition
of an extensive package of tenements to further complement its already held Paris Gold project, and giving rise to
the New Dawn Lithium and Penzance Nickel projects.
MEETING OF DIRECTORS
The following table sets out the number of meetings of directors held during the year and the number of meetings
attended by each director:
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Likely developments in the operations of the Group 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 Group.
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 during the period.
REVIEW OF
OPERATIONS
Board of Directors
Audit & Risk Committee
Director
Eligible
Attended
Eligible
Attended
A.L. Lofthouse
6
6
1
1
P. N. Burke
3
3
-
-
I. Kins
2
2
1
1
C. Moreno
6
6
-
-
A. Woskett
6
6
1
1
29
ANNUAL REPORT 2024
OPTIONS
The following options over issued shares in the Company were granted during the year..
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 Directors and Officers insurance policies in place for directors and officers.
PROCEEDINGS ON BEHALF OF THE COMPANY
During the year, the Company entered into a Deed of Settlement and Release with Austral Pacific Pty Ltd.
As part of the terms of the Deed, the Company paid an amount of $180,000 to Austral Pacific Pty Ltd as full
and final settlement of the Claims and the mutual promises and releases set out in the Deed, without admission
of liability.
No other 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.
CORPORATE GOVERNANCE
The Board of Directors is responsible for the corporate governance of Torque Metals Limited. The Board
guides and monitors the business affairs of the Group on behalf of stakeholders and its activities are governed
by the Constitution.
The Corporate Governance Statement is founded on the ASX Corporate Governance Council’s principles and
recommendations. The statement is periodically reviewed and, if necessary, revised to reflect the challenging
nature of the industry.
The responsibilities of the Board of Directors and those functions reserved to the Board, together with the
responsibilities of the Managing Director are set out in our board Charter.
To assist with governance, Torque Metals Limited has established relevant policies and procedures. Copies of
policies, procedures and charters can be found on the Company’s website, www.torquemetals.com, under the
section marked “Corporate Governance”
Date
Number
Exercise Price
Expiry Date
6 July 2023
500,000
$0.350
23 June 2025
6 July 2023
500,000
$0.275
23 June 2024
14 November 2023
8,000,000
$0.180
14 November 2026
6 December 2023
1,500,000
$0.600
6 December 2026
8 January 2024
3,100,000
$0.250
7 May 2026
Total
13,600,000
30
ANNUAL REPORT 2024
MATERIAL BUSINESS RISKS
The proposed future activities of the consolidated entity are subject to a number of risks and other factors which
may impact its future performance. Some of these risks can be mitigated by the use of safeguards and appropriate
internal controls. However, many of the risks are outside the control of the directors and management of the
Company and cannot be mitigated. An investment in the company is not risk free and should be considered
speculative.
This section provides a non-exhaustive list of the risks faced by the Group or by investors in the Company. The risks
should be considered in connection with forward looking statements in this Annual Report. Actual events may be
materially different to those described and may therefore affect the Group in a different way.
Investors should be aware that the performance of the Group may be affected by these risk factors and the value
of its shares may rise or fall over any given period. None of the directors or any person associated with the Group
guarantee the Consolidated Group’s performance.
Risk
Mitigating actions
EXPLORATION AND EVALUATION
Geological, exploration and development
The exploration, development and mining of mineral
resources is a high risk, high-cost exercise with no
certainty of confirming economic viability of projects.
Inherently, mineral exploration carries a high risk of
project delays and unforeseen geological challenges.
Mineral exploration and development is a speculative
undertaking that may be negatively impacted by
circumstances and factors beyond the control of the
Group. Success in this process involves, among other
things:
- Discovery and proving-up of an economically
recoverable resource or reserve;
- Access to adequate capital throughout the project
development phases;
- Securing and maintaining title to mineral exploration
projects;
- Obtaining required development consents and approvals;
and
- Accessing the necessary experienced operational staff/
employees, the financial management, skilled
contractors and consultants.
MARKET VOLATILITY
There are risks associated with fluctuations in commodity
prices, market demand and global economic conditions.
These factors could impact the Group’s financial
performance and stability.
The Group is entirely dependent upon its exploration
projects, which are the sole potential source of future
revenue. Any adverse development affecting these
projects would have a material adverse effect on the
Group, its business, prospects, results of operations and
financial condition.
FINANCE
Project funding
Continued exploration and evaluation is dependent on the
Company being able to secure future funding from equity
markets. The successful development of the Group’s
projects will depend on the capacity to raise funds from
equity and debt markets.
The company will need to source equity funding
for continued exploration and evaluation activities.
Any additional equity financing may be dilutive to
shareholders. As pricing of the company’s shares are
dependent on endogenous and exogenous outcomes.
There can be no assurance that such funding will be
available on satisfactory terms or at all at the relevant
time. Any inability to obtain sufficient financing for the
Group’s activities and future projects may result in the
delay or cancellation of certain activities or projects,
which would likely adversely affect the potential growth of
the Company.
REGULATORY APPROVALS
The Group’s exploration activities and major projects
depend on receipt of regulatory approvals (e.g. tenure,
environmental licences and permits, heritage approvals,
etc.). There is a risk that required approvals may be
delayed or declined.
The Group engages expert consultants to undertake
required environmental assessments and to prepare
major approval application and tenement compliance
documents to ensure it meets regulatory requirements.
CHANGES IN FEDERAL AND STATE REGULATIONS
Changes in Federal or State Government policies or
legislation may impact royalties, tenure, land access and
labour relations.
The Board regularly assesses developments in State and
Federal legislation and policies and regularly engages with
Government Departments.
31
ANNUAL REPORT 2024
EVENTS ARISING SINCE THE END OF THE YEAR
•
On 9 July 2024, the Company announced it had entered into a drill for equity agreement with Topdrill Pty Ltd
(Topdrill). The agreement allows for the Company, at Company’s election, to satisfy up to 50% of Topdrill’s drilling
costs by the issue of ordinary shares from its LR7.1 capacity, up to a maximum value of $1,000,000. The issue
price will be referenced to the volume weighted average price for the 5 days prior to the date of invoice and will
be subject to a voluntary 6-month escrow period.
As at the date of this report, no shares have been issued in relation to this agreement.
•
On 12 July 2024, Mr Flynn Blackburn replaced Ms Jessamyn Lyons as Joint Company Secretary.
•
On 19 July 2024, the Company issued 4,535,128 fully paid ordinary shares to Topdrill for exploration drilling
services provided under a drill for equity agreement announced by the Company on 21 March 2024.
•
On 16 August 2024, the following Performance Rights were issued to directors of the Company:
•
On 16 August 2024, the Company issued 14,423,057 options with an exercise price of $0.25 and expiring 7 May 2026
as free attaching options to participants in the March 2024 Placement.
•
On 16 August 2024, the Company issued 500,000 fully paid ordinary shares and 249,999 options with an exercise
price of $0.25 and expiring 7 May 2026 as free attaching options to directors participating the March 2024 Placement.
•
On 18 September, the Company announced that the following Performance Rights had vested:
Class
Number issued
Class H
13,000,000
Class B
5,000,000
•
On 20 September 2024, the Company announced that it had received firm commitments from sophisticated
investors to raise $3.1m (before costs) through a Placement of 38,750,000 new shares. The Placement includes
19,375,000 free attaching options with an exercise price of $0.12 and expiring 6 months from the date of issue.
There have been no other significant events since the end of the year.
NON-AUDIT SERVICES
During the period ending 30 June 2024, the Company’s Auditor, Hall Chadwick WA Audit Pty Ltd did not perform
non-audit services.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 30 June 2024 forms part of the Directors’ Report
and can be found on page 32.
Signed in accordance with a resolution of directors.
On behalf of the directors
Andrew Woskett
Non- Executive Chairman
Class
Number issued
Class B
12,700,000
Class D
1,000,000
Class F
1,000,000
32
ANNUAL REPORT 2024
AUDITOR'S
INDEPENDENT
DECLARATION
33
ANNUAL REPORT 2024
In accordance with a resolution of the directors of Torque Metals Limited, the directors of the Company declare that:
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
•
the attached financial statements and notes comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 1 to the financial statements;
•
the attached financial statements and notes give a true and correct view of the consolidated entity’s financial
position as at 30 June 2024 and of its performance for the financial year ended on that date;
•
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 information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
On behalf of the Directors
Andrew Woskett
Non-Executive Chairman
Dated 30 September 2024
DIRECTORS’
DECLARATION
34
ANNUAL REPORT 2024
INDEPENDENT
AUDITOR'S
REPORT
35
ANNUAL REPORT 2024
36
ANNUAL REPORT 2024
37
ANNUAL REPORT 2024
38
ANNUAL REPORT 2024
39
ANNUAL REPORT 2024
40
ANNUAL REPORT 2024
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes
Note
Year Ended
30 June 2024
$
Year Ended
30 June 2023
$
Other income
2
417,152
207,092
Corporate administrative expenses
3
(2,549,526)
(1,003,742)
Depreciation and amortisation
3
(102,291)
(41,322)
Financial expense interest
3
(1,902)
(3,466)
Share based payments
3
(2,006,418)
(551,444)
Impairment expense
3
(438,345)
(701,406)
Loss before income tax
(4,681,330)
(2,094,288)
Income tax expense
4
-
-
Loss for the period
(4,681,330)
(2,094,288)
Other comprehensive income, net of income tax
Total comprehensive loss for the period
(4,681,330)
(2,094,288)
Loss attributable to: Owners of Torque Metals Limited
(4,681,330)
(2,094,288)
Total comprehensive loss attributable to:
Owners of Torque Metals Limited
(4,681,330)
(2,094,288)
Earnings/(loss) per share from continuing
and discontinuing operations
Basic weighted average loss per share
21
(0.034)
(0.022)
Diluted weighted average loss per share
21
(0.034)
(0.022)
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024
41
ANNUAL REPORT 2024
Note
30 June 2024
$
30 June 2023
$
Current assets
Cash and cash equivalents
6
2,261,817
2,090,389
Trade and other receivables
7
58,168
33,074
Non-current assets classified as held for sale
8
-
650,000
Total current assets
2,319,985
2,773,463
Non-Current assets
Plant and Equipment
9
650,526
101,002
Right of use assets
10
17,212
38,623
Exploration and evaluation expenditure
11
19,789,562
8,798,361
Total non-current assets
20,457,300
8,937,986
Total assets
22,777,285
11,711,449
Current liabilities
Trade and other payables
12
2,059,007
885,378
Provisions
13
580,928
49,809
Lease Liabilities
10
19,060
21,713
Total current liabilities
2,658,995
956,900
Non-Current liabilities
Provisions
13
8,141
4,894
Lease Liabilities
10
-
19,228
Total non-current liabilities
8,141
24,123
Total liabilities
2,667,136
981,023
Net assets
20,110,149
10,730,426
Equity
Issued capital
14
24,169,892
13,524,183
Options entitlement reserve
16
-
126,385
Options reserve
17
2,803,503
2,022,471
Performance rights reserve
18
3,720,740
1,775,027
Accumulated losses
19
(10,583,986)
(6,717,640)
Total equity
20,110,149
10,730,426
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
42
ANNUAL REPORT 2024
Issued
Capital
Options
on Issue
Accumulated
Losses
Performance
Rights
Reserve
Option
Reserve
Total
$
$
$
$
$
$
Balance as at 1 July 2023
13,524,183
126,385
(6,717,640)
1,775,027
2,022,471
10,730,426
Total comprehensive Income/
loss for the period
-
-
(4,681,330)
-
-
(4,681,330)
Shares issued through
Placement
7,750,000
-
-
-
-
7,750,000
Shares issued through exercise
of options/performance rights
890,557
-
-
-
-
890,557
Transfers from reserves upon
exercise of options/performance
rights
37,801
(2,801)
-
(35,000)
-
-
Options expired
-
(123,584)
814,984
-
(691,400)
-
Options issued
-
-
-
-
1,472,358
1,472,358
Performance rights issued
-
-
-
1,225,776
-
1,225,776
Movement in Performance
Rights issued in prior periods
-
-
-
754,937
-
754,937
Shares issued as consideration
for the acquisition of tenements
3,699,416
-
-
-
-
3,699,416
Shares issued as share based
payments to suppliers
175,000
-
-
-
-
175,000
Prior period adjustment
(74)
-
-
-
74
-
Share issue costs
(1,906,991)
-
-
-
-
(1,906,991)
Balance as at 30 June 2024
24,169,892
-
(10,583,986)
3,720,740
2,803,503
20,110,149
Balance as at 1 July 2022
11,491,768
126,341
(4,623,352)
1,223,584
1,704,885
9,923,226
Total comprehensive
Income/loss
for the Period
-
-
(2,094,288)
-
-
(2,094,288)
Issue of ordinary shares
2,500,000
-
-
-
-
2,500,000
Issue of Options
-
44
-
-
317,586
317,630
Performance Rights issued
-
-
-
551,443
-
551,443
Transaction costs
(467,585)
-
-
-
-
(467,585)
Balance as at 30 June 2023
13,524,183
126,385
(6,717,640)
1,775,027
2,022,471
10,730,426
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE
YEAR ENDED 30 JUNE 2024
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
43
ANNUAL REPORT 2024
Note
30 June 2024
$
30 June 2023
$
Cash flow used in operating activities
Receipts from customers
195,094
109,497
Payments to suppliers and employees
(2,169,475)
(380,307)
Net cash (used) in operating activities
5
(1,974,381)
(270,810)
Cash flow from investing activities
Tenement acquisition
(770,000)
(3,633,714)
Exploration and evaluation
(4,558,030)
149,047
Payment for Plant and Equipment
(601,214)
(21,727)
Tenement disposal
-
100,000
Net cash (used) in investing activities
(5,929,244)
(3,406,394)
Cash flow from financing activities
Proceeds from share issue
7,750,000
2,500,000
Proceeds from exercise of options
891,051
44
Repayment with Interest
(23,784)
(23,394)
Payment for share issue costs
(542,214)
(150,000)
Net cash from financing activities
8,075,053
2,326,650
Net (decrease) increase in cash and cash equivalents
171,428
(1,350,554)
Cash and cash equivalents at the beginning of the
period
2,090,389
3,440,943
Cash and cash equivalents 30 June 2023
2,261,817
2,090,389
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED
30 JUNE 2024
The above consolidated statement of cash flow should be read in conjunction with the accompanying notes
44
ANNUAL REPORT 2024
NOTES TO THE FINANCIAL
STATEMENTS FOR THE YEAR
30 JUNE 2024
1. STATEMENT OF MATERIAL
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 2024 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.
For the year ended 30 June 2024, the Group incurred
a net loss of $4,681,330 (2023: net loss of $2,094,288)
and as at 30 June 2024 had net working capital
of ($339,010) (2023: $1,816,563). The Group also
recorded a net cash outflow in operating activities
for the year ended 30 June 2024 of $1,974,381 (2023:
outflow of $270,810).
Based on the Group’s cash flow forecast, it is
likely that the Group will need to access additional
working capital in the next 12 months to advance its
exploration projects and to ensure the realisation of
assets on an orderly basis and the extinguishment
of liabilities as and when they fall due.
The directors are confident that the Company will
be successful in raising additional funds through
the issue of new equity, should the need arise. The
directors are also aware that the Company has the
option, if necessary, to defer expenditure or relinquish
certain projects and reduce administration costs in
order to minimise its capital raising requirements.
Based in these facts the directors consider the going
concern basis of preparation to be appropriate for the
financial report. Should the Company be unsuccessful
in raising additional funds through the issue of new
equity, there is a material uncertainty which may cast
significant doubt whether the Group will be able to
continue as a going concern and therefore, whether it
will realise its assets and extinguish its liabilities in the
normal course of business and at the amounts stated
in the financial report.
The financial statements do not include any
adjustments relative to the recoverability and
classification of recorded asset amounts or, to
the amounts and classification of liabilities that
might be necessary should the Company not
continue as a going concern.
45
ANNUAL REPORT 2024
(A) EXPLORATION, EVALUATION AND
DEVELOPMENT EXPENDITURE
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.
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.
(B) FINANCIAL INSTRUMENTS
FINANCIAL ASSETS
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.
46
ANNUAL REPORT 2024
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 considering 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.
(C) 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 (s).
(D) CASH AND CASH EQUIVALENTS
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.
(E) TRADE AND OTHER RECEIVABLES
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 recognised 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.
(F) REVENUE AND OTHER INCOME
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).
47
ANNUAL REPORT 2024
(G) IMPAIRMENT OF ASSETS
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.
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.
(H) TRADE AND OTHER PAYABLES
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 recognized as an expense on an accrued basis.
(I) PROVISIONS
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.
(J) GOODS AND SERVICE TAX (GST)
Revenues, expenses and assets are recognized net
of the amount of GST, except where the amount of
GST incurred is not recoverable from the Australian
Taxation Office. In these circumstances, the GST
is recognised as part of the cost of acquisition
of the asset or as part of 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.
(K) INCOME TAX
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.
48
ANNUAL REPORT 2024
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.
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.
(L) SHARE BASED PAYMENTS
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.
(M) CONTRIBUTED EQUITY
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).
(N) EARNINGS PER SHARE
Basic earnings per share is calculated as net earnings
attributable to members, adjusted to exclude costs of
servicing equity (other than dividends) and preference
share dividends, divided by the weighted average
number of ordinary shares, adjusted for a bonus
element. Diluted 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.
(O) INTEREST IN JOINT OPERATIONS
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.
49
ANNUAL REPORT 2024
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.
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.
(P) CRITICAL ACCOUNTING ESTIMATES
AND JUDGEMENTS
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.
(Q) FAIR VALUE MEASUREMENTS
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.
50
ANNUAL REPORT 2024
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.
(II) VALUATION TECHNIQUES
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:
(R) CONVERTIBLE NOTES
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.
(S) NEW, REVISED OR AMENDING
ACCOUNTING STANDARDS AND
INTERPRETATIONS ADOPTED.
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:
(I) FAIR VALUE HIERARCHY
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
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.
51
ANNUAL REPORT 2024
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 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.
52
ANNUAL REPORT 2024
There has been no significant change from prior year
treatment for leases where the Company is a lessor.
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).
(T) 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
Depreciation Rate
Vehicles
33.33%
Camp Infrastructure
10.00%
Equipment
3-5 years
53
ANNUAL REPORT 2024
Year Ended
30 June 2024
Year Ended
30 June 2023
$
$
Net gain on disposal of property, plant and equipment
-
3,092
Mining water agreement
114,400
104,000
Option fees received
50,000
-
Sale of tenements
-
100,000
Gain on extinguishment of liability through issue of shares
220,584
-
Interest received
32,168
-
Other income
417,152
207,092
Year Ended
30 June 2024
Year Ended
30 June 2023
$
$
Administrative expenses
2,549,526
1,003,742
Depreciation and amortisation
102,291
41,322
Impairment of exploration and evaluation assets
438,345
701,406
Interest Paid
1,902
3,466
Share Based Payment Net Movement
3a
2,006,418
551,444
5,069,859
2,301,380
Share Based Payments
3a Share Based Payments
Performance Right – Movement for the year
1,980,713
425,059
Options issued during the year
25,705
126,385
2,006,418
551,444
3b Key Management Personnel
Short term employee benefits
516,678
763,180
Post employment benefits
34,989
59,147
Other long-term benefits
28,641
1,241
Share based payments
649,558
129,468
1,229,866
953,036
2. OTHER INCOME
3. EXPENSES
54
ANNUAL REPORT 2024
3c. Auditors Remuneration
Remuneration of the auditor for:
Auding or reviewing the financial report
39,213
20,672
39,213
20,672
(a) Current Tax Expense
Current Year
-
-
Under/(over) provided in prior years
-
-
Total
-
-
The names and positions held of the Company’s key management personnel in office at any time during
the period were:
Refer to the Remuneration Report contained in the Directors’ Report for details of the shares and performance
rights held, and remuneration paid or payable to each member of the Company’s key management personnel for
the year ended 30 June 2024.
Key Management Personnel
Position
Patrick Burke
Non-Executive Chairman (Resigned 22 December 2023)
Tony Lofthouse
Non-Executive Director
Cristian Moreno
Managing Director
Andrew Woskett
Non-Executive Director/Non-Executive Chairman
(Appointed 22 December 2023)
Imants Kins
Non-Executive Director (Appointed 18 January 2024)
4. INCOME TAX BENEFIT/(EXPENSE)
55
ANNUAL REPORT 2024
(b) Reconciliation of income tax expense to prima facie tax payable
30 June 2024
30 June 2023
$
$
Profit/(loss) before tax
(4,681,330)
(2,094,288)
Income tax expense/(benefit) using the domestic corporation tax rate
of 30% (2023: 25%)
(1,404,399)
(523,572)
Tax effect of permanent differences:
Non-deductible expenses
603,102
138,642
Capital Raising Costs
-
(116,883)
Adjustments recognised in the current year in relation to the current
tax of previous years
-
630,018
temporary differences not brought to account
801,297
(128,205)
Income tax attributable to operating loss
-
-
(c) Deferred tax assets
Tax losses
6,040,711
2,800,195
Employee benefits
41,487
18,441
Leases
5,718
10,235
Trade and other payables
5,893
15,218
Other future deductions
307,692
258,566
Total deferred assets
6,401,501
3,102,655
Set-off deferred tax liabilities pursuant to set-off provisions
(4,452,058)
(1,651,323)
Net deferred tax assets
1,949,442
1,451,332
Less: Deferred tax assets not recognised
(1,949,442)
(1,451,332)
Net tax assets
-
-
(d) Deferred tax liabilities
30 June 2024
30 June 2023
Exploration Expenditure
(4,278,826)
(1,586,961)
Property, plant & equipment
(168,068)
(29,707)
Right of use assets
(5,164)
(9,655)
Other assets
-
(25,000)
Non-recognition of deferred tax assets
4,452,058
1,651,323
-
-
(e) Tax Losses
30 June 2024
30 June 2023
Unused tax losses for which no deferred tax asset has been
recognised
6,498,141
5,805,328
Potential tax benefit @ 30% (2023: 25%)
1,949,442
1,451,332
56
ANNUAL REPORT 2024
30 June 2024
30 June 2023
$
$
Net (loss) for the period
(4,681,330)
(2,094,288)
Interest expense
1,902
3,466
Depreciation and amortisation
80,702
41,322
Share based payments - Net movement
2,006,418
551,444
Extinguishment of liability through issue of equity
(220,584)
-
Sale of tenements classified as investing activities
-
(100,000)
Right of use assets
23,783
-
Option Reserve Movement
-
-
Add: Exploration and evaluation related items classified as investing
- Impairment of exploration and evaluation assets
438,345
701,407
- Exploration and evaluation related movement
439,892
-
- Issue of shares for exploration and evaluation services
175,000
-
Operating loss before changes in working capital
(1,735,872)
(896,650)
Decrease / (Increase) in receivables and prepayments
(25,094)
2,405
Increase / (Decrease) in payables and accruals
(287,781)
620,827
Increase/(Decrease) in employee benefits
74,366
2,607
Net cash used in operating activities
(1,974,381)
(270,810)
Cash on hand
400
30
Cash at bank
2,261,417
2,090,359
2,261,817
2,090,389
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
5. RECONCILIATION OF LOSS FOR THE PERIOD TO NET CASH
FLOWS FROM OPERATING ACTIVITIES
6. CASH ON HAND AND EQUIVALENTS
57
ANNUAL REPORT 2024
Tenements – Bullfinch Project
-
650,000
-
650,000
During the year, the Company received notice that the holders of an option to acquire the Company’s Bullfinch
project will not exercise the option. As a result, the Company transferred the carrying amount of $650,000 to
exploration and evaluation assets.
Land
Camp
Vehicles
Equipment
Total
$
$
$
$
$
Year ended 30 June 2024
Opening net book amount
-
82,700
18,302
-
101,002
Additions
90,299
162,695
183,638
193,773
630,405
Disposals
-
-
-
-
-
Depreciation Charged
-
(14,562)
(50,452)
(15,867)
(80,881)
Closing book amount
90,299
230,833
151,488
177,906
650,526
As at 30 June 2024
Cost
90,299
252,727
209,992
193,773
746,791
Accumulated Depreciation
-
(21,894)
(58,504)
(15,867)
(96,265)
Net book amount
90,299
230,833
151,488
177,906
650,526
GST & Fuel Tax Credits receivable
28,126
23,498
Other
30,042
9,577
58,168
33,074
7. TRADE RECEIVABLES AND OTHER RECEIVABLES
8. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
9. PLANT AND EQUIPMENT
58
ANNUAL REPORT 2024
Land
Camp
Vehicles
Equipment
Total
$
$
$
$
$
Year ended 30 June 2023
Opening net book amount
-
82,141
17,825
-
99,966
Additions
-
7,891
26,354
-
34,245
Disposals
-
-
(17,825)
-
(17,825)
Depreciation Charged
-
(7,332)
(8,052)
-
(15,384)
Closing book amount
-
82,700
18,302
-
101,002
As at 30 June 2023
Cost
-
90,032
26,354
-
116,386
Accumulated Depreciation
-
(7,332)
(8,052)
-
(15,384)
Net book amount
-
82,700
18,302
-
101,002
30 June 2024
30 June 2023
$
$
a. Amounts recognised in the balance sheet
Right of use asset
Opening Balance - at cost
83,321
83,321
Less Accumulated Depreciation
(66,109)
(44,698)
Closing balance
17,212
38,623
Lease Liabilities
Opening Balance - Current
21,713
26,859
Opening Balance - Non-Current
19,228
34,010
Opening Balance - Total
40,941
60,869
Add : Interest
1,902
3,466
Less : Payments
(23,783)
(23,394)
Closing balance - Total
19,060
40,941
Closing Balance - Current
19,060
21,713
Closing Balance - Non-Current
-
19,228
b. Amounts recognised in the income statement
Depreciation of right of use asset
21,216
20,630
Interest expense on lease liabilities
1,902
3,466
10. LEASES
59
ANNUAL REPORT 2024
30 June 2024
30 June 2023
$
$
Opening Balance
8,798,361
4,214,583
Tenement acquisitions (i)
5,260,340
2,373,964
Expenditure for the period
5,519,206
3,484,667
Impairment
(438,345)
(624,853)
Transfers from/(to) classified as held for sale
650,000
(650,000)
Closing Balance
19,789,562
8,798,361
(i) Tenement acquisitions:
Acquisition of Bullfinch Project from Talga Resources Ltd
-
327,560
Less: written off
-
(76,554)
-
251,006
Acquisition of Bullfinch Project from Tribal Mining Pty Ltd.
-
51,045
Acquisition of Paris Gold Project from Austral Pacific Pty. Ltd.
-
2,031,306
Joint Venture from Jindalee Resources Ltd.
-
40,607
Acquisition of New Dawn Lithium Project, Penzance Nickel Project
and additional tenements to Paris Gold Project from Abeh Pty Ltd and
associated entities
5,035,000
-
Tenements acquired from Parker Hill Pty Ltd
225,340
-
Total tenement acquisitions
5,260,340
2,373,964
11. EXPLORATION AND EVALUATION EXPENDITURE
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. 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.
c. Leasing Activities
The Company has entered into an office lease for the premises at Unit 8/16 Nicholson Road, Subiaco, WA, 6008.
The lease commenced on 15 May 2022 with an option to extend for a further 36 months ending 14 May 2025.
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.
60
ANNUAL REPORT 2024
During the period, the Company successfully completed the acquisition of 3 tenements aside its existing
tenement footprint within the broader Penzance Project.
The components recognised as exploration and evaluation assets during the period relating to the acquisition
are as follows:
On 17 January 2024, the Company announced it had completed its 100% acquisition of an extensive package
of tenements creating the Penzance Exploration Camp.
The components recognised as exploration and evaluation assets during the period relating to the acquisition
are as follows:
During the year, the Company received notice that the holders of an option to acquire the Company’s Bullfinch
project will not exercise the option. As a result, the Company transferred the carrying amount of $650,000 from
exploration and evaluation assets held for sale to exploration and evaluation assets.
$
Cash paid
20,000
Issue of 500,000 fully paid ordinary shares in the Company
95,000
Fair value of 1,500,000 unlisted options with an exercise price of $0.60, expiring 6 December 2026
106,065
Associated statutory charges
4,275
Total
225,340
12. TRADE AND OTHER PAYABLES
30 June 2024
30 June 2023
Trade payables
1,965,085
788,328
Other payables and accrued expenses
93,922
97,050
2,059,007
885,378
$
Option fee paid
150,000
Cash paid
600,000
Issue of 19,529,442 fully paid ordinary shares in the Company
3,825,000
Associated statutory charges
460,000
Total
5,035,000
Trade and other payables are non-interest-bearing liabilities stated at cost.
61
ANNUAL REPORT 2024
14. ISSUED CAPITAL
30 June 2024
30 June 2023
a. Ordinary Shares
No.
$
No.
$
Opening balance
96,337,038
13,524,183
77,818,519
11,491,768
Shares issued through Placement
62,179,487
7,750,000
18,518,519
2,500,000
Shares issued through exercise of options/
performance rights
3,528,710
890,557
-
-
Transfers from reserves upon exercise
of options/performance rights
-
37,801
-
-
Shares issued as consideration for
the acquisition of tenements
20,029,442
3,699,416
-
-
Shares issued as share based payments
to suppliers
1,329,121
175,000
-
-
Prior period adjustment
-
(74)
-
-
Cost relating to issue of shares
-
(1,906,991)
N/A
(467,585)
183,403,798
24,169,892
96,337,038
13,524,183
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.
13. PROVISIONS
30 June 2024
30 June 2023
Current Provisions:
Provision for statutory charges on acquisition of tenements
460,000
-
Annual leave provision
120,928
49,809
580,928
49,809
Non-current provisions:
Long service leave
8,141
4,895
8,141
4,895
62
ANNUAL REPORT 2024
30 June 2024
30 June 2023
1 cent
No.
$
No.
$
Opening Balance
12,634,092
126,385
12,634,092
126,341
Proceeds from options
-
-
-
44
Options exercised
(280,099)
(2,801)
-
-
Options expired
(12,353,993)
(123,584)
-
-
Closing Balance
-
-
12,634,092
126,385
30 June 2024
30 June 2023
No.
$
No.
$
Opening balance
39,763,890
2,022,471
35,134,260
1,704,885
Options issued
13,600,000
1,472,358
4,629,630
317,586
Options exercised
(3,073,611)
-
-
-
Options expired
(23,362,500)
(691,400)
-
-
Prior year adjustment
-
74
-
-
Closing balance
26,927,779
2,803,503
39,763,890
2,022,471
15. WORKING CAPITAL
16. OPTION ENTITLEMENT
17. OPTION RESERVE
30 June 2024
30 June 2023
$
$
Cash and Cash Equivalents
2,261,817
2,090,389
Trade and other receivables
58,168
33,074
Non-current assets classified as held for sale
-
650,000
Current Liabilities
(2,658,995)
(956,900)
Working Capital Position
(339,010)
1,816,563
The Working Capital position of the Company for year endings 30 June 2024 and 2023 are as follows:
Pro Rata Loyalty Option issued 1 December 2022 in accordance with Prospectus dated 8 November 2022.
63
ANNUAL REPORT 2024
30 June 2024
Grant Date
Expiry Date
Number
issued
Exercise Price
Fair Value
recognised
during the year
Vesting Date
Fair Value
recognised in
future years
$
$
$
6/7/2023
23/6/2024
500,000
0.275
-
6/7/2023
-
6/7/2023
23/6/2025
500,000
0.350
25,706
6/7/2023
-
14/11/2023
14/11/2026
8,000,000
0.180
984,332
14/11/2023
-
6/12/2023
6/12/2026
1,500,000
0.600
106,065
6/12/2023
-
8/1/2024
7/5/2026
3,100,000
0.250
356,255
8/1/2024
-
13,600,000
1,472,358
Expected
Volatility
Risk Free
Interest
Rate
Expected
life
Share
Price at
grant date
Exercise
Price
%
%
Years
Options issued
06/07/23
95
4.41
0.97
$0.160
$0.275
Options issued
06/07/23
95
4.28
1.99
$0.160
$0.350
Options issued
14/11/23
95
4.31
3.00
$0.195
$0.180
Options issued
06/12/23
95
4.10
3.00
$0.190
$0.600
Options issued
08/01/24
95
3.83
2.33
$0.220
$0.250
30 June 2023
Grant Date
Expiry Date
Number
issued
Exercise Price
Fair Value
recognised
during the year
Vesting Date
Fair Value
recognised in
future years
$
$
$
28/4/2023
4,629,630
0.250
317,586
7/5/2023
-
4,629,630
317,586
(a) Unlisted options issued during the year
The weighted average exercise price (WAEP) of options issued during the year is $0.25 (2023: $0.25).
(b) Fair value assumptions
The fair value of options is determined using the Black-Scholes pricing model. The valuation inputs used in
determining the fair value at grant date were as follows:
7/5/2026
64
ANNUAL REPORT 2024
Options
Options Entitlement
2024
2023
2024
2023
Number
Number
Number
Number
Outstanding at 1 July
39,763,890
35,134,260
12,634,092
12,634,092
Granted during the year
13,600,000
4,629,630
-
-
Exercised during the year
(3,073,611)
-
(280,099)
-
Expired during the year
(23,362,500)
-
(12,353,993)
-
Outstanding 30 June
26,927,779
39,763,890
-
12,634,092
(c) Options on issue at end of year
The following table details the movement of options during the year and the number on issue as at 30 June 2024:
30 June 2024
30 June 2023
No.
$
No.
$
Opening balance
17,000,000
1,775,027
13,000,000
1,223,584
Performance rights issued
10,050,000
1,280,186
4,000,000
551,443
Performance rights exercised
(175,000)
(35,000)
-
-
Performance rights expired
(200,000)
(54,410)
-
-
Movement in performance rights issued in prior
periods
-
754,937
-
-
Closing balance
26,675,000
3,720,740
17,000,000
1,775,027
18. PERFORMANCE RIGHTS RESERVE
65
ANNUAL REPORT 2024
The Company has Performance Rights on issue to directors and other employees of the Company.
A table summarising the Performance Rights on issue is as follows:
Performance Rights 2024
Class
Grant
Date
Expiry
Date
Opening
balance
1 July 2023
Granted
during the
year
Vested
During the
year
Rights
Exercised
Rights
Expired
Rights
Vested
at 30 June
2024
Rights
Unvested
at 30 June
2024
$
$
$
A
23/11/2021
22/11/2024
5,000,000
-
-
-
-
-
5,000,000
A
28/04/2023
22/11/2024
2,000,000
-
-
-
-
-
2,000,000
A
11/10/2023
22/11/2024
-
200,000
-
-
(100,000)
-
100,000
A
12/10/2023
22/11/2024
-
600,000
-
-
-
-
600,000
A
14/11/2023
22/11/2024
-
5,000,000
-
-
-
-
5,000,000
B
23/11/2021
22/11/2024
5,000,000
-
-
-
-
-
5,000,000
B
28/04/2023
22/11/2024
2,000,000
-
-
-
-
-
2,000,000
B
11/10/2023
22/11/2024
-
200,000
-
-
(100,000)
-
100,000
B
13/10/2023
22/11/2024
-
600,000
-
-
-
-
600,000
C
1/05/2022
30/04/2025
1,000,000
-
-
-
-
-
1,000,000
D
1/05/2022
30/04/2025
1,000,000
-
-
-
-
-
1,000,000
E
1/06/2022
31/05/2025
500,000
-
-
-
-
-
500,000
F
1/06/2022
31/05/2025
500,000
-
-
-
-
-
500,000
G
14/06/2024
14/06/2027
-
3,450,000
3,450,000
(175,000)
-
3,275,000
-
17,000,000
10,050,000
3,450,000
(175,000)
(200,000)
3,275,000
23,400,000
Performance Rights 2023
Class
Grant
Date
Expiry
Date
Opening
balance
1 July 2022
Granted
during the
year
Vested
During the
year
Rights
Exercised
Rights
Expired
Rights
Vested
at 30 June
2023
Rights
Unvested
at 30 June
2023
$
$
$
A
23/11/2021
22/11/2024
5,000,000
-
-
-
-
-
5,000,000
A
28/04/2023
22/11/2024
-
2,000,000
-
-
-
-
2,000,000
B
23/11/2021
22/11/2024
5,000,000
-
-
-
-
-
5,000,000
B
28/04/2023
22/11/2024
-
2,000,000
-
-
-
-
2,000,000
C
1/05/2022
30/04/2025
1,000,000
-
-
-
-
-
1,000,000
D
1/05/2022
30/04/2025
1,000,000
-
-
-
-
-
1,000,000
E
1/06/2022
31/05/2025
500,000
-
-
-
-
-
500,000
F
1/06/2022
31/05/2025
500,000
-
-
-
-
-
500,000
13,000,000
4,000,000
-
-
-
-
17,000,000
66
ANNUAL REPORT 2024
A summary of the amount expensed during the period is as follows:
FAIR VALUE
CLASS A PERFORMANCE RIGHTS
The valuation of the Class A Performance Rights was derived using a combination of Hoadley’s Barrier1 Model
and Hoadley’s Parisian Model, the combination of the two models to be referred to as the ‘Parisian Barrier1 Model’.
Hoadley’s Parisian Model was first used to generate an implied barrier price that factors in the number
of consecutive calendar days for which the underlying asset price must remain above or below the barrier.
The implied barrier price (usually higher than the price target for ‘up’ barrier options) is then input into Hoadley’s
Barrier1 Model to calculate the value of the Performance Rights.
30 June 2024
Class
Number on
issue at
30 June 2024
Fair
Value
Grant Date
Expiry Date
Expense
During the
Period
$
$
Class A
5,000,000
757,660
23/11/2021
22/11/2024
270,764
Class A
2,000,000
64,210
28/04/2023
22/11/2024
40,797
Class A
100,000
22,910
11/10/2023
22/11/2024
14,768
Class A
600,000
148,920
12/10/2023
22/11/2024
95,865
Class A
5,000,000
427,000
14/11/2023
22/11/2024
264,493
Class B
5,000,000
1,275,000
23/11/2021
22/11/2024
255,000
Class B
2,000,000
270,000
28/04/2023
22/11/2024
54,000
Class B
100,000
31,500
11/10/2023
22/11/2024
22,050
Class B
600,000
198,000
12/10/2023
22/11/2024
138,600
Class C
1,000,000
127,093
1/05/2022
30/04/2025
41,728
Class D
1,000,000
230,000
1/05/2022
30/04/2025
46,000
Class E
500,000
68,978
1/06/2022
31/05/2025
22,647
Class F
500,000
120,000
1/06/2022
31/05/2025
24,000
Class G
3,275,000
690,000
14/06/2024
14/06/2027
690,000
26,675,000
4,431,271
1,980,712
67
ANNUAL REPORT 2024
The valuation model inputs used to determine the fair value at the grant date are as follows:
(a) Vest upon the volume weighted average price (‘VWAP’) of the Company’s shares over a consecutive period
of 20 trading days being not less than $0.40.
(b) Calculated from Hoadley’s Parisian Model based on the share price target of the Performance Rights and
the equivalent of 28 calendar days based on the ’20-day VWAP’ requirement.
Durin the year, 100,000 performance rights granted 11 October 2023 lapsed.
These rights have not met the vesting criteria and have not been converted to ordinary shares during the period.
CLASS B AND CLASS G PERFORMANCE RIGHTS
The fair value of Class B and Class G Performance Rights with non-market vesting conditions, was derived
using the share prices on the grant dates as the ‘per Performance Right’ fair value adjusted for the probability
the non-market vesting conditions will be met.
Directors
Other employees
Other employees
Date of issue
07/11/2023
11/10/2023
12/10/2023
Number of performance rights
5,000,000
100,000
600,000
Dividend yield (%)
-
-
-
Share price target (a)
Implied barrier price ($) (b)
0.5475
0.5456
0.5456
Expected volatility (%)
91.00
90.00
90.00
Risk free interest rate (%)
4.48
4.14
4.14
Expected life of the option (years)
1.0438
1.1178
1.1151
Exercise price ($)
-
-
-
Spot price ($)
0.195
0.315
0.330
Expiry date
22/11/2024
22/11/2024
22/11/2024
Fair value per performance right ($)
0.0854
0.2291
0.2482
Total fair value ($)
427,000
45,820
148,920
Total recognised for the period
$264,493
$14,768
$95,865
-
-
-
68
ANNUAL REPORT 2024
A summary of Class B and Class G Performance Rights issued during the period is as follows:
(a) The Company delineates a JORC 2012 Compliant Mineral Resource of not less than 250,000 oz of Au.
(b) Discovery by the Company of a gold occurrence, at the Paris Gold Project, assaying a grade of at least
1.6g/t Au within five separate intercepts.
During the year, 100,000 performance rights granted 11 October 2023 lapsed.
The rights granted 11/10/2023 and 12/10/2023 have not met the vesting criteria and have not been converted
to ordinary shares during the period.
The rights granted 14/06/2024 met the vesting criteria during the period. As at 30 June 2024, 175,000 performance
rights were converted to ordinary shares.
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.
Other employees
Granted 11/10/2023
Granted 12/10/2023
Granted 14/06/2024
Number of performance rights
100,000
600,000
3,450,000
Expiry date
22/11/2024
22/11/2024
14/06/2027
Milestone
(a)
(a)
(b)
Closing share price
$0.315
$0.330
$0.200
Probability
70%
70%
100%
Total fair value ($)
63,000
198,000
$690,000
Total recognised for the period
$22,050
$138,600
$690,000
30 June 2024
30 June 2023
$
$
Opening Balance
(6,717,640)
(4,623,352)
Net Loss attributable to members
(4,681,330)
(2,094,288)
Transfer from option entitlement reserve
123,584
-
Transfer from option reserve
691,400
Closing Balance
(10,583,986)
(6,717,640)
19. ACCUMULATED LOSSES
20. FINANCIAL RISK MANAGEMENT
-
69
ANNUAL REPORT 2024
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.
MATURITY PROFILE OF FINANCIAL INSTRUMENTS
The following tables detail the Company’s exposure to interest rate risk as at 30 June 2024 and 30 June 2023:
30 June 2024
Floating
Interest Rate
Fixed Interest
Maturing in
1 year or less
Non Interest
Bearing
Total
$
$
$
$
Financial Assets
Cash and Cash Equivalents
2,261,817
-
-
2,261,817
Trade and Other Receivables
-
-
58,168
58,168
2,261,817
-
58,168
2,319,985
Weighted average effective interest rate
1.48%
Financial Liabilities
Trade and Other Payables
-
-
2,059,007
2,059,007
Lease Liabilities
-
19,060
-
19,060
-
19,060
2,059,007
2,078,067
70
ANNUAL REPORT 2024
NET FAIR VALUE
The carrying value and net fair values of financial assets and liabilities at balance date are:
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.
30 June 2023
Floating
Interest Rate
Fixed Interest
Maturing in
1 year or less
Non Interest
Bearing
Total
$
$
$
$
Financial Assets
Cash and Cash Equivalents
-
-
2,090,389
2,090,389
Trade and Other Receivables
-
-
33,074
33,074
-
-
2,123,463
2,123,463
Weighted average effective interest rate
nil
Financial Liabilities
Trade and Other Payables
-
-
885,378
885,378
Lease Liabilities
40,941
-
-
40,941
40,941
-
885,378
926,319
2024
2023
Carrying
Value
Net Fair
Value
Carrying
Value
Net Fair
Value
$
$
$
$
Financial Assets
Cash and Deposits
2,261,817
2,261,817
2,090,389
2,090,389
Trade and Other Receivables
58,168
58,168
33,074
33,074
2,319,985
2,319,985
2,123,463
2,123,463
Financial Liabilities
Trade and Other Payables
2,059,007
2,059,007
885,378
885,378
Lease Liabilities
19,060
19,060
40,941
40,941
2,078,067
2,078,067
926,319
926,319
71
ANNUAL REPORT 2024
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
30 June 2024
30 June 2023
$
$
Change in Loss
- Increase in interest rate by 100 basis points
22,618
20,904
- Decrease in interest rate by 100 basis points
(22,618)
(20,904)
Change in Loss
- Increase in interest rate by 100 basis points
22,618
20,904
- Decrease in interest rate by 100 basis points
(22,618)
(20,904)
30 June 2024
30 June 2023
$
$
a) Reconciliation of earnings to profit or loss:
Loss for the year
(4,681,330)
(2,094,288)
Loss used to calculate the basic and diluted EPS
(4,681,330)
(2,094,288)
b) Basic and diluted weighted average number of
ordinary shares outstanding during the year used
in calculating dilutive EPS
139,589,134
96,337,038
EPS – Basic
(0.034)
(0.022)
EPS – Diluted
(0.034)
(0.022)
21. EARNINGS PER SHARE
72
ANNUAL REPORT 2024
The Company operates in Western Australia, Australia.
The directors are not aware of any contingent liabilities or assets as at 30 June 2024.
All of the above entities are tax residents of Australia.
(i) On 22 December 2023, these companies were incorporated as Australian Proprietary Companies, limited
by shares.
30 June 2024
30 June 2023
$
$
Tenement Commitments
Not longer than one year
1,752,120
789,200
Longer than one year but not longer than five years
4,995,500
2,798,770
Longer than five years
741,300
2,862,410
7,488,920
6,450,380
22. COMMITMENTS
25. CONTROLLED ENTITIES
24. CONTINGENCIES
23. OPERATING SEGMENTS
% of Share Capital Held
Entity Name
Entity Type
Country of
Incorporation
30 June 2024
30 June 2023
Parent company
Torque Metals Limited
Body Corporate
Australia
Subsidiaries
New Dawn Lithium Pty Ltd (i)
Body Corporate
Australia
100%
-
Paris Gold Projects Pty Ltd (i)
Body Corporate
Australia
100%
-
Penzance Nickel Pty Ltd (i)
Body Corporate
Australia
100%
-
Torque Metal Projects Pty Ltd (i)
Body Corporate
Australia
100%
-
In order to maintain rights of tenure to the Group’s exploration and mining tenements, the Group would
have the following expenditure commitments up to the expiry of the tenements.
These obligations, which are subject to renegotiation upon expiry of the tenements, are not provided for
in the financial statements:
If the Group decides to relinquish certain tenements and/or does not meet these obligations, assets recognised
in the statement of financial position may require review to determine the appropriateness of the carrying values.
The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations.
73
ANNUAL REPORT 2024
The following information has been extracted from the financial reports and records of the Parent Company,
Torque Metals Limited, and has been prepared in accordance with the accounting standards.
26. PARENT COMPANY INFORMATION
Statement of Financial Position
30 June 2024
30 June 2023
$
$
Assets
Current assets
2,941,984
2,773,463
Non-current assets
19,835,798
8,937,986
Total assets
22,777,782
11,711,449
Liabilities
Current liabilities
2,630,869
956,900
Non-current liabilities
8,141
24,123
Total liabilities
2,639,010
981,023
Net assets
20,138,772
10,730,426
Equity
Issued capital
24,169,892
13,524,183
Reserves
6,524,243
3,923,883
Accumulated losses
(10,555,363)
(6,717,640)
Total equity
20,138,772
10,730,426
Statement of Profit or Loss and Other Comprehensive Income
Total Comprehensive Loss
(4,652,707)
(2,094,288)
74
ANNUAL REPORT 2024
•
On 9 July 2024, the Company announced it had entered into a drill for equity agreement with Topdrill Pty Ltd
(Topdrill). The agreement allows for the Company, at Company’s election, to satisfy up to 50% of Topdrill’s drilling
costs by the issue of ordinary shares from its LR7.1 capacity, up to a maximum value of $1,000,000. The issue
price will be referenced to the volume weighted average price for the 5 days prior to the date of invoice and will
be subject to a voluntary 6-month escrow period.
As at the date of this report, no shares have been issued in relation to this agreement.
•
On 12 July 2024, Mr Flynn Blackburn replaced Ms Jessamyn Lyons as Joint Company Secretary.
•
On 19 July 2024, the Company issued 4,535,128 fully paid ordinary shares to Topdrill for exploration drilling
services provided under a drill for equity agreement announced by the Company on 21 March 2024.
•
On 16 August 2024, the following Performance Rights were issued to directors of the Company:
27. EVENTS AFTER THE REPORTING PERIOD
Class
Number issued
Class H
13,000,000
Class B
5,000,000
Class
Number issued
Class B
12,700,000
Class D
1,000,000
Class F
1,000,000
•
On 16 August 2024, the Company issued 14,423,057 options with an exercise price of $0.25 and expiring 7 May
2026 as free attaching options to participants in the March 2024 Placement.
•
On 16 August 2024, the Company issued 500,000 fully paid ordinary shares and 249,999 options with an
exercise price of $0.25 and expiring 7 May 2026 as free attaching options to directors participating the March
2024 Placement.
•
On 18 September, the Company announced that the following Performance Rights had vested:
•
On 20 September 2024, the Company announced that it had received firm commitments from sophisticated
investors to raise $3.1m (before costs) through a Placement of 38,750,000 new shares. The Placement includes
19,375,000 free attaching options with an exercise price of $0.12 and expiring 6 months from the date of issue.
There have been no other significant events since the end of the year.
75
ANNUAL REPORT 2024
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
Entity Name
Entity Type
Country of
Incorporation
% of Share
Capital Held in
Body Corporate
Tax Residency
New Dawn Lithium Pty Ltd (i)
Body Corporate
Australia
100%
Australia
Paris Gold Projects Pty Ltd (i)
Body Corporate
Australia
100%
Australia
Penzance Nickel Pty Ltd (i)
Body Corporate
Australia
100%
Australia
Torque Metal Projects Pty Ltd (i)
Body Corporate
Australia
100%
Australia
Holding Ranges
Holders
Total Units
% Issued Share Capital
above 0 up to and including 1,000
26
2,565
0.00%
above 1,000 up to and including 5,000
159
517,260
0.27%
above 5,000 up to and including 10,000
141
1,111,891
0.59%
above 10,000 up to and including 100,000
473
19,890,719
10.56%
above 100,000
299
166,916,491
88.58%
Totals
1,098
188,438,926
100.00%
ADDITIONAL INFORMATION REQUIRED BY THE ASX LISTING RULES IS SET OUT BELOW
The issued capital of the Company as at 26 September 2024 is: 182,574,677 fully paid ordinary shares.
as at 26 September 2024 is: Ordinary Shares (ASX Code: TOR)
There were 222 holders with an unmarketable parcel of fully paid ordinary shares.
There are currently no substantial holders as at 26 September 2024.
1.
SHAREHOLDINGS
2.
DISTRIBUTION OF EQUITY SECURITIES
3.
UNMARKETABLE PARCELS
4.
SUBSTANTIAL HOLDERS
76
ANNUAL REPORT 2024
Holder Name
Expiry of Escrow
Holding
BLUE SPEC DRILLING PTY LTD
9/10/2024
1,329,121
TIM TOPHAM PTY LTD
19/01/2025
4,535,128
5,864,249
There is currently no on-market buyback program for any of the Company’s listed securities.
In accordance with Listing Rule 4.10.19, the Group confirms that it has been using the cash and assets for the year
ended 30 June 2024 consistent with its business objective and strategy.
All ordinary fully paid shares have one voting right per share. Unlisted options have no voting rights.
6.
ON-MARKET BUY BACK
7.
GROUP CASH AND ASSETS
8.
VOTING RIGHTS
5.
RESTRICTED SECURITIES SUBJECT TO ESCROW
AS AT 26 SEPTEMBER 2024:
77
ANNUAL REPORT 2024
Position
Holder Name
Holding
% IC
1
MR DARREN CARTER
7,850,000
4.27%
2
MR PHILLIP RICHARD PERRY
7,424,998
4.04%
3
Abeh Pty Ltd Group
6,218,730
3.38%
4
A C N 657 042 218 PTY LTD
5,287,654
2.88%
5
Hans Strindberg
4,609,814
2.51%
6
YARRAANDOO PTY LTD
4,166,667
2.27%
7
KHE SANH PTY LTD
3,600,000
1.96%
8
Stan Strindberg
3,509,814
1.91%
9
MR TSHUNG HUI CHANG
3,352,500
1.82%
10
TURF MOOR PTY LTD
3,228,828
1.76%
11
TWO TOPS PTY LTD
2,800,000
1.52%
12
ATKINS SUPERANNUATION FUND PTY LTD
2,500,607
1.36%
13
OCEAN REEF HOLDINGS PTY LTD
2,387,000
1.30%
14
MR JAMES JOSEPH HANRAHAN &
MRS KAY CECELIA HANRAHAN
2,100,000
1.14%
15
TYMENY NOMINEES PTY LTD
2,050,000
1.11%
16
BLUE COASTERS PTY LTD
1,845,253
1.00%
17
ALWAYS HOLDINGS PTY LTD
1,715,100
0.93%
18
FAIRBROTHER HOLDINGS PTY LTD
1,707,693
0.93%
19
INJI INVESTMENTS PTY LTD
1,612,000
0.88%
20
TIALING PTY LTD
1,600,000
0.87%
Total
69,566,658
37.83%
as at 26 September 2024 is:
9.
TOP 20 LARGEST GOLDERS OF LISTED SECURITIES
78
ANNUAL REPORT 2024
Class
Securities
Holders
UNL OPTS @ $0.18 EXP 14/11/2026
8,000,000
1
UNL OPTS @ $0.60 EXP 06/12/2026
1,500,000
3
UNL OPTS @ $0.25 EXP 07/05/2026
31,600,835
222
UNL OPTS @ $0.35 EXP 23/06/2025
500,000
1
PERFORMANCE RIGHTS - CLASS A
7,700,000
11
PERFORMANCE RIGHTS - CLASS B
12,700,000
12
PERFORMANCE RIGHTS - CLASS C
1,000,000
1
PERFORMANCE RIGHTS - CLASS D
1,000,000
1
PERFORMANCE RIGHTS - CLASS E
500,000
1
PERFORMANCE RIGHTS - CLASS F
500,000
1
PERFORMANCE RIGHTS - CLASS G
3,275,000
7
PERFORMANCE RIGHTS - CLASS H
13,000,000
4
PERFORMANCE SHARES EXP 15/03/2029
30,000,000
3
PERFORMANCE SHARES EXP 15/03/2029
30,000,000
3
PERFORMANCE SHARES EXP 15/03/2029
25,000,000
3
10. UNQUOTED SECURITIES
79
ANNUAL REPORT 2024
11. TENEMENT LIST
Tenement
Project Name
Registered Holding
Beneficial Interest
M 15/1175
Paris Gold
Torque Metals Ltd
100%
M 15/479
Paris Gold
Torque Metals Ltd
100%
M 15/480
Paris Gold
100%
M 15/481
Paris Gold
100%
M 15/482
Paris Gold
100%
M 15/496
Paris Gold
100%
M 15/497
Paris Gold
100%
M 15/498
Paris Gold
100%
M 15/1719
Paris Gold
100%
P 15/5992
Paris Gold
100%
P 15/6149
Paris Gold
100%
E 15/1736
Paris Gold
80%
E 15/1747
Paris Gold
80%
E 15/1752
Paris Gold
80%
E15/1391
Paris Gold¹
100%
E15/1393
Paris Gold¹
100%
E15/1566
Paris Gold¹
100%
E26/0166
Paris Gold¹
Strindberg B.
100%
M15/1478
Paris Gold¹
Strindberg M
100%
E15/1921
Paris Gold³
Parker Hill Pty. Ltd.
100%
Paris Gold¹
100%
E15/1892
E15/2025
Paris Gold
McEvoy, Frederick
100%
E15/2026
Paris Gold
100%
E15/2060
Paris Gold
Torque Metals Ltd
100%
E15/2061
Paris Gold
100%
E15/2062
Paris Gold
100%
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
Torque Metals Ltd
ABEH Pty. Ltd.
ABEH Pty. Ltd.
ABEH Pty. Ltd.
Pascoe B.
McEvoy, Frederick
Torque Metals Ltd
Torque Metals Ltd
80
11. TENEMENT LIST
Tenement
Project Name
Registered Holding
Beneficial Interest
E15/1904
New Dawn Lithium
Torque Metals Ltd
100%
E15/1916
New Dawn Lithium
Torque Metals Ltd
100%
E15/1961
New Dawn Lithium
100%
E15/1990
New Dawn Lithium
100%
E15/1991
New Dawn Lithium
100%
E15/1992
New Dawn Lithium
100%
E15/1993
New Dawn Lithium
100%
M15/0217
New Dawn Lithium¹
100%
M15/0468
New Dawn Lithium¹
100%
E15/1922
New Dawn Lithium³
100%
E15/1923
New Dawn Lithium³
100%
E25/0642
New Dawn Lithium
100%
E25/0643
New Dawn Lithium
100%
E25/0644
New Dawn Lithium
100%
E25/0645
New Dawn Lithium
100%
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Strindberg H. S & M
Strindberg H. S & M
Parker Hill Pty. Ltd.
Parker Hill Pty. Ltd.
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
E15/1894
Penzance Nickel¹
Pascoe B.
100%
P15/6727
Penzance Nickel¹
100%
P15/6036
Penzance Nickel¹
100%
E15/1354
Penzance Nickel¹
100%
E15/1681
Penzance Nickel¹
100%
E15/1897
Penzance Nickel¹
100%
E15/1400
Penzance Nickel¹
100%
E15/2026
Penzance Nickel¹
100%
E15/2092
Penzance Nickel
100%
E15/2093
Penzance Nickel
100%
E15/1905
Penzance Nickel¹
100%
Strindberg M.
Strindberg M.
Strindberg M.
ABEH Pty. Ltd.
Strindberg M.
Strindberg M.
McEvoy, Frederick
Torque Metals Ltd
Torque Metals Ltd
ABEH Pty. Ltd.
ANNUAL REPORT 2024
81
11. TENEMENT LIST
Tenement
Project Name
Registered Holding
Beneficial Interest
E 77/2522
Bullfinch
Torque Metals Ltd
100%
E 77/2222
Bullfinch
Torque Metals Ltd
100%
E 77/2251
Bullfinch
100%
E 77/2350
Bullfinch
100%
E 77/2607
Bullfinch
100%
E77/2939
Bullfinch
100%
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
Torque Metals Ltd
ANNUAL REPORT 2024
Torque Metals Limited is the Manager of all Tenements.
P: Prospecting Licence | E: Exploration Licence | M: Mineral Licence
¹ABEH and associates
Tenements are currently being transferred.
²Joint Venture
Torque earned 80% tenement interest.
³Parker Hill Pty. Ltd.
Tenements are currently being transferred.
74
ANNUAL REPORT 2024
ASX:TOR
ACN 621 122 905
T +61 (0) 410 280 809
A Unit 8, 16–18 Nicholson Road, Subiaco WA 6008
P Level 3, 88 William St, Perth, WA 6000
torquemetals.com