ANNUAL REPORT 2021
VENUS METALS
CORPORATION LIMITED
ABN 99 123 250 582
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
CORPORATE DIRECTORY
DIRECTORS
Peter Charles Hawkins
Non-Executive Chairman
Matthew Vernon Hogan
Managing Director
Barry Fehlberg
Non-Executive Director
REGISTERED OFFICE
& PRINCIPAL PLACE OF
BUSINESS
Unit 2, 8 Alvan St
Subiaco WA 6008
AUSTRALIA
Tel: +61 8 9321 7541
Email: info@venusmetals.com.au
Internet: www.venusmetals.com.au
Selvakumar Arunachalam
Executive Director
SOLICITORS
COMPANY SECRETARY
Patrick Tan
Gilbert + Tobin
Level 16, Brookfield Place Tower
2/123 St Georges Terrace
Perth WA 6000
AUSTRALIA
AUDITOR
Stantons
Level 2, 1 Walker Avenue
West Perth WA 6005
AUSTRALIA
SHARE REGISTRY
Automic Group
Level 2, 267 St Georges Terrace
Perth WA 6000
AUSTRALIA
Tel: 1300 288 664 (Within Australia)
Tel: +61 (0) 2 9698 5414 (International)
AUSTRALIAN SECURITIES
EXCHANGE
ASX Limited
Level 40, Central Park
152-158 St George’s Terrace
Perth WA 6000
AUSTRALIA
ASX CODE: VMC
WEBSITE
www.venusmetals.com.au
M O R E I N F O R M A T I O N : i n f o @ v e n u s m e t a l s . c o m . a u | w w w . v e n u s m e t a l s . c o m . a u
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
CONTENTS
Page
REVIEW OF OPERATIONS ......................................................................................................... 2
DIRECTORS’ REPORT .............................................................................................................. 16
AUDITOR’S INDEPENDENCE DECLARATION ........................................................................ 26
CORPORATE GOVERNANCE STATEMENT ............................................................................ 27
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME .............................................................................. 37
CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................... 38
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..................................................... 39
CONSOLIDATED STATEMENT OF CASH FLOWS .................................................................. 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................... 41
DIRECTORS’ DECLARATION .................................................................................................... 72
INDEPENDENT AUDITOR’S REPORT ...................................................................................... 73
ASX ADDITIONAL INFORMATION ........................................................................................... 77
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
REVIEW OF OPERATIONS
SUMMARY
During 2020-2021, Venus Metals Corporation Ltd (VMC or the Company) carried out exploration activities on its diverse
portfolio of projects (Figure 1) focusing mainly on Gold, Base Metals and PGE. The highlights of these exploration
activities are summarised below:
Figure 1. Location of Venus Metals Projects in Western Australia
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
1. YOUANMI GOLD PROJECT
(Four JVs with Rox Resources Ltd- refer ASX releases 10 April 2019 and 21 June 2019) (Figure 2)
YOUANMI GOLD MINE - OYG JV (30% Venus and 70% Rox (manager of the JV)
Youanmi Total Mineral Resources increased by 466 koz (+39%) to 1,656 koz of contained gold (Au). Near Surface
Resource increased by 50% to 800koz Au in total. Deeps Resource shows impressive growth (+30%) to 856koz Au with high
grades preserved (7.9g/t Au resource average). Grace Maiden Resource defined to contain 109koz of contained gold at
7 g/t Au with upside potential remaining. Mineral Resource Estimates for both Youanmi Near Surface and Youanmi Deeps
Resources have realised significant increases with 48,000 metres of combined diamond and RC drilling completed and
exploration work is ongoing (refer RXL ASX release 23 June 2021).
High-grade Au mineralisation extended down plunge at Link Prospect including RXDD018 intersected two zones: 6.8m @
11.98g/t Au from 264m, including 2m @ 37.65g/t Au from 269m; RXDD026: 7.25m @ 15.02g/t Au from 315.8m, including
2.9m @ 22.37g/t Au from 320.1m (refer RXL ASX release 22 July 2021 and 9 September 2021). These results demonstrate
strong potential for further increases to the Youanmi mineral resource estimate.
2. YOUANMI PGE-BASE METALS PROJECT (90-100% VMC)
Recent drilling of RC hole VMC023 targeting magmatic Palladium-Platinum-Gold-Copper-Nickel (PGE-Au-Cu-Ni) expands
mineralization in the southern part of the Youanmi Igneous Complex and confirms the presence of PGE mineralization in
fresh ultramafic rock. Best intersections in VMC023 include 30m @ 0.95 g/t Pt+Pd+Au & 0.22% Cu & 0.24% Ni from 40m
including 11m @ 1.12 g/t Pt+Pd+Au & 0.18% Cu & 0.26% Ni from 52m and 3m @ 1.64 g/t Pt+Pd+Au & 0.32% Cu & 0.42%
Ni from 66m. The PGE mineralization remains open at depth and along strike (refer ASX release 26 July 2021).
3. SANDSTONE BELLCHAMBERS GOLD PROJECT (90% VMC)
Widenbar and Associates (“WAA”) has produced an updated JORC 2012 Mineral Resource Estimate of 536,000 tonnes @
1.27 g/t for 21,800 Ounces for the Sandstone Bellchambers Gold Deposit which includes 425,000 tonnes @ 1.34 g/t Au for
18,400 ounces classified in the Indicated Mineral Resource category (ASX release 25 September 2020). Recent RC drilling
beneath historical shallow workings at the Range-View Prospect identified high grade gold mineralization in hole BCRC120.
The gold mineralization is open at depth and is interpreted as the undeveloped southern extension of the Range View gold
lodes. Best results are: BCRC120 11m @ 4.69 g/t Au from 12m Including 5m @ 9.03 g/t Au from 18m and 1m @ 38.92
g/t Au from 20m; BCRC122 8m @ 1.22 g/t Au from 30m Including 1m @ 4.48 g/t Au from 30m. The drilling highlights
the prospectivity of the Bellchambers – Range View Gold Trend and further drilling is planned to explore this target area.
4. HENDERSON GOLD-NICKEL PROJECT (90% Venus)
VMC has recently completed a Phase 1 Air Core (AC) drilling programme at its Henderson Gold-Nickel Project in the Eastern
Goldfields of Western Australia that comprised 61 holes for a total of 2006 metres drilled at selected structurally controlled
gold targets identified in a recent review of historical exploration data and geological and geophysical interpretations (refer
ASX release 5 July 2021).
The shallow AC drilling identified new gold mineralised zones at the Emerald South and Henderson Bore Prospects.
Significant results include: HBAC016 7m @ 1.13 g/t Au from 45m including 1m @ 4.57 g/t Au from 49m; HBAC060 2m @
2.2 g/t Au from 19m including 1m @ 4.09 g/t Au from 19m. The results of the drilling programme are considered very
encouraging with three drillholes from two different areas returning gold assays over 0.5 g/t (500 ppb). Further reverse
circulation (RC) drilling is planned to test the lateral and depth extent of the newly discovered gold mineralisation and to test
previously identified gold targets in areas with shallow cover (refer ASX release 9 September 2021).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
5. BRIDGETOWN EAST Ni-Cu-PGE PROJECT- (100% Venus)
The project covers the northern part of the ‘Julimar lookalike’ Ni-Cu-PGE target, an approximately 20km long interpreted
mafic-ultramafic complex with a strong magnetic signature (Chalice ASX release 21 July 2020) and electromagnetic highs
that may indicate bedrock-hosted sulphide mineralization.
Initial surface geochemistry (rock chip and laterite data) combined with historical data identified several target areas for
potential mafic-ultramafic hosted Ni-Cu-Pt-Pd mineralization. One of these areas, Target 1 in the east of E70/5315, coincides
with an aeromagnetic high and a HEM anomaly (refer ASX release 7 December 2020). Reconnaissance soil sampling
identified strong soil anomalies with maxima of 5160ppm Ni, 462ppm Cu, 27ppb Pt and 48ppb Pd. These anomalies in
the south of E70/5315 are closely associated with mafic-ultramafic rocks and MLEM and/or FLEM surveys will recommence
as soon as practical (ASX release 24 September 2021).
The recent Drone (UAV) magnetic survey highlighted both regional structural features and discrete magnetic responses (ASX
release 29 July 2021). The magnetic anomalies have some similarities with those being targeted by Chalice Gold Mines (ASX
CHN) and Venture Minerals JV (ASX VMS) testing for Julimar-style mineralisation over Venture’s South-West Project located
to the south of Venus’ tenure and abutting.
6. MANGAROON NORTH Ni-Cu-Pt-Pd-Au and REE PROJECT
Recently granted two ELs (E09/2422 and E08/3229) are located in an area prospective for Ni-Cu-Pt-Pd, Gold and Rare Earth
Elements (REE) in the Gascoyne Region of Western Australia. This project area is also considered prospective for gold
mineralization along strike of the historical high-grade Star of Mangaroon gold mine and at structural targets along several
shear and fault zones that transect the tenements (refer ASX release 19 July 2021). Initial reconnaissance geochem sampling
was carried out targeting potential Ni-Cu-Pt-Pd mineralization associated with mafic intrusives (identified from DMIRS
geological maps and geophysical data) and Rare Earth Elements.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
1. YOUANMI GOLD PROJECT
Four separate Joint Ventures in place between Venus and Rox Resources Ltd (RXL) (Figure 2). These are: OYG JV (Venus
30%; RXL 70%), VMC JV (Venus 50%; RXL 50%), Youanmi JV (Venus 45%; RXL 45%) and Currans Find JV (Venus 45%;
RXL 45%) (refer ASX releases 21 June 2019 and 15 April 2019). Importantly, the Joint Venture (VMC JV and Youanmi JV)
agreements only apply to the gold rights; all other commodities remain with Venus.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
(i)
OYG JV -YOUANMI GOLD MINE
(30% Venus and 70% RXL)
Drilling and exploration work at the Youanmi Gold Project (in the OYG JV area) has yielded substantial increases in known
and defined tonnages and ounces. Mineral Resource Estimates for both Youanmi Near Surface and Youanmi Deeps
Resources have realised significant increases with 48,000 metres of combined diamond and RC drilling completed and results
incorporated into this estimate.
Widenbar and Associates completed the Near Surface Resource calculation while CSA Global completed the Youanmi Deeps
Resource Estimate. Youanmi Total Mineral Resources increased by 466 koz (+39%) to 1,656 koz of contained gold
(Au) (refer Table 1).
Table 1. Summary of Youanmi Mineral Resource
(refer RXL ASX release 23 June 2021)
High-grade Au mineralisation has been extended down plunge at Link Prospect including RXDD018 that intersected two
zones: 6.8m @ 11.98g/t Au from 264m, including 2m @ 37.65g/t Au from 269m; RXDD026: 7.25m @ 15.02g/t Au from
315.8m, including 2.9m @ 22.37g/t Au from 320.1m. Parallel mineralised zone above this also showed 4.9m @ 6.51g/t Au
from 250m. Additional high-grade gold intercepts received from resource extensional drilling at Link include: RXRC410: 3m
@ 7.73g/t Au from 186m, within a broader zone of 12m @ 4.46g/t Au from 184m; RXRC409: 3m @ 6.45g/t Au from 236m,
within a broader zone of 7m @ 3.56g/t Au from 234m; and RXRC408: 4m @ 6.24g/t Au from 239m (Figures 3a and 3b)
(refer RXL ASX releases 22 July 2021 and 6 September and 9 September 2021).
These results demonstrate strong potential for further increases to the Youanmi mineral resource estimate.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Figure 3a. Link target area long section (Source: Rox ASX release 9 September 2021)
Figure 3b. Plan view of Youanmi Mine Area with resource block model and Rox drill intercepts
(Source Rox ASX release 6 September 2021)
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
(ii)
Regional JVs (VMC JV, Youanmi JV and Currans Find JV) (Rox Manager)
The Youanmi Joint Venture tenements cover the highly prospective Youanmi Shear Zone that is a major structural feature
which is interpreted to be a crustal-scale pathway for gold-bearing fluids in the region. An extensive regional air core drilling
program (approximately 22,000m) has commenced targeting high-grade orogenic gold mineralisation within an 18.5km
corridor between the historic Youanmi Gold Mine and Penny West Gold Mine and the recently discovered Penny North deposit
that is underlain by sheared and faulted greenstone sequences, mostly under shallow cover (Rox ASX release 30 July 2021).
2. YOUANMI PGE-BASE METALS PROJECT (90-100% VMC)
In the Currans area, historical drilling intersected disseminated and massive sulphides, some hosting significant Cu, Ni and
PGE concentrations. Recently, reverse circulation (RC) drilling has been completed targeting magmatic mineralization at
Venus’s PGE-Base Metals Project covering Vidure Prospect (E57/1011) and Vidure South Prospect (E57/1019 and
P57/1365).
Recent RC hole VMC023 drilled in the southern part of the Youanmi Igneous Complex confirms the presence of PGE
mineralization in fresh ultramafic rock and extends the PGE-base metals mineralization previously intersected in
VDRC003 (38m @ 0.78 g/t Pt+Pd from 20m depth including 12m @ 1.32 g/t Pt+Pd, 0.20% Cu and 0.37% Ni from 45m (refer
ASX release 29 Nov 2019)).
Best intersections in VMC023 include: 30m @ 0.95 g/t Pt+Pd+Au & 0.22% Cu & 0.24% Ni from 40m including 11m @ 1.12
g/t Pt+Pd+Au & 0.18% Cu & 0.26% Ni from 52m and 3m @ 1.64 g/t Pt+Pd+Au & 0.32% Cu & 0.42% Ni from 66m (refer
ASX release 26 July 2021). The PGE mineralization remains open at depth (Figures 4a & 4b) and along strike.
Figure 4a - Plan View of Vidure Prospect showing location of cross section (A-B) and drillholes
VMC023 and VDRC003 with outline of Pt+Pd anomaly in historical auger and RAB drilling (refer ASX
release 25 January 2021)
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Figure 4b - Schematic Cross Section (6,811,480m N) showing RC drillholes VMC023 and VDRC003 and historical drilling
with Pt+Pd+Au histograms and interpreted bedrock geology
3. SANDSTONE BELLCHAMBERS GOLD PROJECT (90% VMC)
The Sandstone Bellchambers Project is located on the tenement E57/984 (126 km2), approximately 500 km northeast of
Perth and 23 km southwest of Sandstone, Western Australia. Venus holds a 90% interest and a prospector holds a 10%
interest in the tenement (refer ASX release 1 August 2014). Bellchambers has a high-grade production history. The recorded
production from 1907 to 1942 (Mines Department production list of cancelled gold mining leases) is 3,979 tons for 2,682 oz
Au at a recovered grade of 20.96 g/t Au.
The tenement covers most of the old Bellchambers mining area. Gibson (1908) first reported this centre on a field visit and
recorded several small gold workings and a copper show. The principal workings in the area at that time were Royal Flush
and Range View. Subsequently prospector workings developed over the whole area forming two groups later referred to as
the Rainbow - Georgina trend and the Bellchambers - Range View trend.
Widenbar and Associates (“WAA”) was commissioned by Venus to produce an updated Mineral Resource Estimate for the
Bellchambers Gold Deposit. Reverse Circulation and Diamond Drilling was carried out from 1988 to 2001. Venus has drilled
an additional 9 holes (1176m) in 2020 to test depth extensions of the north and south mineralised zones.
WAA has reviewed the drilling, sampling and assaying data used in the estimate and considers it to be of sufficient quality to
support the resource classification applied. As noted in a previous resource report in 2015 (ASX release 10 March 2015), the
deposit remains open at depth. The total Indicated and Inferred Resource reported at 0.5 g/t Au cut-off is summarised below.
Table 2. Bellchambers Project Resource Summary 0.5 gm/t Au cut-off
Bellchambers Resource Estimate September 2020
Class
Cut-off
Volume
Tonnes
Density
Au g/t
Ounces
Indicated
Inferred
Total
0.5
0.5
0.5
158,000
425,000
40,000
111,000
198,000
536,000
2.70
2.77
2.71
1.34
0.96
1.27
18,400
3,400
21,800
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
A new JORC 2012 resource estimate is 536,000 tonnes @ 1.27 g/t for 21,800 ounces and a major portion of 425,000 tonnes
@ 1.34 g/t Au for 18,400 ounces has now been classified in the Indicated Mineral Resource category. The updated
resource at a 0.5 gm/t cut-off represents an increase of 58% in tonnes and 29% in ounces compared to the resource
previously reported in 2015 (refer ASX release 25 September 2020).
A reconnaissance RC drilling programme (7 holes for 460m) was conducted targeting historical gold workings at the Range
View (the largest EM target and extends along more than 2 km of strike and to over 500 metres depth based on previous
Airborne VTEM modelling - ASX release 25 September 2015) and Western Ridge Prospects, located 1.5km northeast and
2.6km north from the Bellchambers Deposit respectively. RC drilling beneath historical shallow drilling identified high-grade
gold mineralisation in hole BCRC120. The gold mineralisation is open at depth and to the East and is interpreted as
the potential southern extension of the Range View gold lodes that were mined in the early 1900’s. Best results are:
BCRC120 11m @ 4.69 g/t Au from 12m including 5m @ 9.03 g/t Au from 18m including 1m @ 38.92 g/t Au from 20m;
BCRC122 8m @ 1.22 g/t Au from 30m including 1m @ 4.48 g/t Au from 30m.
In addition, 30 Air core holes totalling 1,646m were also drilled to further explore the Western Ridge- Mickey Well Gold Trend
(ASX release 15 January 2021).
Follow-up Stage 2 RC drilling at the Range-View Prospect (11 holes for 875m) further delineated the gold mineralisation with
significant results including BCRC134 9m @ 2.3 g/t Au from 15m; BCRC136 6m @ 2.06 g/t Au from 20m including 1m @
6.14 g/t Au from 24m and BCRC132 5m @ 2.76 g/t Au from 45m including 1m @ 6.23 g/t Au from 47m.
The drilling highlights the prospectivity of the Range View Gold Prospect along the eastern Bellchambers-Rangeview Gold
Trend and further RC/DD drilling is planned to explore this target area.
4. HENDERSON GOLD-NICKEL PROJECT (90% Venus)
The Henderson Au-Ni Project comprises five exploration licences covering an approximately 800 km2 area along the southern
section of the Ularring (Mt Ida) Greenstone Belt.
Two regionally significant fault zones, the Ida Fault and Ballard Fault, transect the project area (Figure 5) and are considered
to have played important controls on gold deposition. Significant gold mines associated with those structures in proximity to
the Henderson Project include the historical First Hit Mine (Viking Mines; 7km south) the Riverina Mine (Ora Banda Mining;
15km south) and the historical Bottle Creek Mine (30km north) (Figure 5). Historical gold workings within the general project
area include the Hilltop Mine and Emerald Mine (excised from VMC tenement). The Mt Ida (Timoni) Gold Mine (Ora Banda
Mining), currently the subject of a purchase agreement by TNT Mines Ltd (refer TIN ASX release 7 September 2021), is
located about 35km northwest from tenement E30/520 (Figure 5), with the Mt Ida tenement area adjoining the VMC tenement.
A Phase 1 AC drilling programme was conducted which comprised of 61 drill holes for a total of 2006m drilled. The shallow
AC drilling identified new gold mineralised zones at the Emerald South and Henderson Bore Prospects. The results of the
drilling programme are considered very encouraging with three drillholes from two different areas returning gold assays over
0.5 g/t (500 ppb). Significant results include: HBAC016 7m @ 1.13 g/t Au from 45m including 1m @ 4.57 g/t Au from 49m;
HBAC060 2m @ 2.2 g/t Au from 19m including 1m @ 4.09 g/t Au from 19m (refer ASX release 9 September 2021)
A follow-up programme of reverse circulation (RC) drilling is planned to test the continuation of gold mineralisation in fresh
rock. A total of six target areas have been selected for RC drill testing (Figure 6). They include the Emerald South and
Henderson Bore Targets but also include previously identified targets under shallow cover at Blue Well and Snake Hill (refer
ASX release 8 May 2020). Of particular interest is the Hilltop gold prospect. Two specimen rock-chip samples collected by
VMC from mullock near the old workings assayed 77.2 g/t Au and 2.4 g/t Au respectively, highlighting the potential for narrow
high-grade gold mineralisation in that area.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Figure 5. Henderson Project Tenements on Aeromagnetic Image.
Figure 6. Location of VMC AC drill collars and target areas for follow-up RC drilling over
GSWA 100,000 outcrop geology.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
5. BRIDGETOWN EAST Ni-Cu-PGE PROJECT- (100% Venus)
The Bridgetown East Ni-Cu-PGE project comprises the tenements E70/5315 and E70/5316, and includes the prospective
north-eastern part of the “Julimar lookalike” Ni-Cu-PGE target: a ~20km long interpreted mafic-ultramafic complex with a
strong magnetic signature and massive sulphide occurrence (the Thor Target). (Chalice ASX release 21 July 2020) (Figure
7).
The prospectivity of the area has been demonstrated by the recently announced JV between Chalice Gold Mines (ASX: CHN)
and Venture Minerals (Chalice may earn up to a 70% interest by spending $3.7 million on exploration over 4 years) to test for
Julimar-style mineralisation over Venture’s South West Project that covers the Thor prospect where drilling intersected 2.4m
of massive sulphides averaging 0.5% Cu with 0.05% Ni, 0.04% Co and anomalous Au & Pd (VMS and CHN ASX releases
21 July 2020).
Figure 7. Chalice’s Julimar and South West Projects Aeromagnetic Signatures (modified after CHN ASX release 21 July 2020)
Initial surface geochemistry (rock chip and laterite data) by Venus combined with historical data identified several target
areas for potential mafic-ultramafic hosted Ni-Cu-Pt-Pd mineralization. One of these areas, Target 1 in the east of
E70/5315, coincides with an aeromagnetic high and a HEM anomaly (refer ASX release 7 December 2020). Follow-up
soil sampling (Phase 1) detected anomalous concentrations of Pt, Pd and base metals (in the ultrafine soil fraction) in
Target Area 1 (refer ASX release 29 April 2021) where mafic-ultramafic intrusive rocks crop out nearby (Figures 8 and 9).
A ‘Phase 2’ soil geochemical survey tested units of interpreted or mapped mafic-ultramafic rocks within E70/5315 and
E70/5316. Anomalous Pt concentrations together with elevated Pd, Cu and Ni in the south of E70/5315 outline an additional
priority target (Target 5) for base metals - PGE mineralization (refer ASX release 24 September 2021).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Figure 8.Location of Bridgetown East Ni-Cu-PGE project area,
soil samples and initial ground EM survey area
Figure 9. Location of soil samples, initial ground EM survey area and
HEM anomalies on regional aeromagnetic image.
Recently, a moving loop electromagnetic (MLEM) survey commenced at the first of four Venus target areas (Target 1 to 4)
with anomalous PGE - base metal geochemistry and associated with previously defined airborne Heli-electromagnetic (HEM)
anomalies (refer ASX release 27 September 2018). The results show a mid to late time response, centred on 430,250mE
along the northernmost line of the survey, that remains open to the north. This mid to late time response is located along the
edge of the previously defined HEM anomaly and adjacent to a magnetic anomaly (refer ASX release 24 September 2021).
Due to the recent high rainfall within the project area and local geological conditions, the EM survey displays IP effects that
are affecting the data. This has made it difficult to complete the modelling of the reported anomalies and requires further
investigation to fully resolve. This will be best achieved when ground conditions have suitably improved and by adopting an
alternative Fixed Loop or Moving Loop survey design.
6. MANGAROON NORTH Ni-Cu-Pt-Pd-Au-REE PROJECT
Two granted ELs (E09/2422 and E08/3229) cover a total of 295 km2 in an area prospective for Ni-Cu-Pt-Pd, Gold and Rare
Earth Elements (REE) in the Gascoyne Region of Western Australia.
The tenements E09/2422 and E08/3229 are abutting Dreadnought Resources Ltd’s (ASX: DRE) and First Quantum Minerals
Ltd’s (TSE: FM) (“FQM”) Mangaroon Project (Figure 10) targeting magmatic Ni-Cu-Pt-Pd mineralization associated with the
mafic-ultramafic Money Intrusion (refer DRE ASX release 15 March 2021). FQM can earn a 51% interest initially in the
Mangaroon project by spending $15M on exploration (refer DRE ASX release 7 April 2021).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Several northwest trending Narimbunna igneous intrusives (dolerite and gabbro sills) and north-northeast trending Mundine
Well dolerites, dykes, sills and small intrusions located within the Venus tenements are considered highly prospective for
magmatic Ni-Cu-Pt-Pd mineralization similar to that discovered in the Money Intrusion (Mundine dolerite). The project area
is also considered prospective for gold mineralization along strike of the historical high-grade Star of Mangaroon gold mine
and at structural targets along several shear and fault zones that transect the tenements (refer ASX release 19 July 2021).
Recently, an initial reconnaissance geochemical sampling program was carried out targeting potential Ni-Cu-Pt-Pd
mineralization associated with mafic intrusives identified from DMIRS geological maps and geophysical data.
The Company has also applied for two additional applications being ELA08/3375 and ELA09/2541, that are in an area
considered prospective for rare earth elements (REE). ELA09/2541 is located some 10 km north of the Yangibana carbonatite
field (Figure 10) and is considered prospective for carbonatite-hosted REE mineralization. REE targets have been
identified in the southern section of the tenement along ESE-WNW trends in the magnetic imagery that may potentially
represent carbonatite sills within the Durlacher Supersuite, showing a similar orientation to the Yangibana carbonatites to the
south.
Figure 10. Location plan showing Venus’s granted exploration licences E09/2422 and E08/3229, pending ELAs 09/2541 and 08/3375 & Dreadnought
Resources Ltd and First Quantum Minerals Ltd - Mangaroon JV Project tenements
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Competent Person’s Statement
The information in this release that relates to the Youanmi Near Surface and Youanmi Deep Deposits Mineral
Resources and exploration targets and Bellchambers Mineral Resources are based on information compiled by Mr
Lynn Widenbar, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr
Widenbar is a full time employee of Widenbar and Associates Pty Ltd. Mr Widenbar has sufficient experience that
is relevant to the style of mineralisation and type of deposit under consideration and to the activity that is being
undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting
of Exploration Results, Minerals Resources and Ore Reserves’. Mr Widenbar consents to the inclusion in the
release of the matters based on his information in the form and context that the information appears.
The information in this report that relates to Exploration Results is based on information compiled by Dr M.
Cornelius, geological consultant and part-time employee of Venus Metals Corporation Ltd, who is a member of The
Australian Institute of Geoscientists (AIG). Dr Cornelius has sufficient experience that is relevant to the style of
mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a
Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Dr Cornelius consents to the inclusion
in the report of the matters based on his information in the form and context in which it appears.
The information in this announcement that relates to Bridgetown East Drone mag survey and MLEM survey Results
is based on information compiled by Mr Mathew Cooper who is a member of The Australian Institute of
Geoscientists. Mr Cooper is Principal Geophysicist of Core Geophysics Pty Ltd who are consultants to Venus
Metals Corporation Limited. Mr Cooper has sufficient experience which is relevant to the activity which he is
undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves. Mr Cooper consents to the inclusion in the report of
the matters based on his information in the form and context in which it appears.
The information in this report that relates to Bellchambers Gold Project and Henderson Gold- Ni Project Exploration
Results, Mineral Resources or Ore Resources is based on information compiled by Dr F Vanderhor, Geological
Consultant who is a member of The Australian Institute of Geoscientists (AIG). Dr Vanderhor has sufficient
experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity
that he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves
Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.
Dr Vanderhor consents to the inclusion in the report of the matters based on his information in the form and context
in which it appears.
The information in this report has also been prepared by Mr Kumar Arunachalam, who is a Member of The
Australasian Institute of Mining and Metallurgy and a full-time employee of the Company. Mr Arunachalam has
sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to
the activity which he is undertaking to qualify as a Competent as defined in the 2012 Edition of the ‘Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Arunachalam consents to
the inclusion in the report of the matters based on his information in the form and context in which it appears.
Forward-Looking Statements
This document may include forward-looking statements. Forward-looking statements include, but are not limited
to, statements concerning Venus Metals Corporation Limited planned exploration program and other statements
that are not historical facts. When used in this document, the words such as "could," "plan," "estimate," "expect,"
"intend," "may”, "potential," "should," and similar expressions are forward-looking statements. Although Venus
Metals Corporation Ltd believes that its expectations reflected in these forward-looking statements are
reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results
will be consistent with these forward-looking statements.
Page | 15
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
Your Directors submit their report for the year ended 30 June
2021.
unreasonable prejudice to the Group.
ENVIRONMENTAL REGULATION
There were no known significant breaches of the Group’s
licence conditions or any environmental regulations to which
it is subject to.
DIRECTORS’ MEETINGS
Directors
Number
eligible to
attend
Number
attended
4
Peter Hawkins
4
Matthew Hogan
Barry Fehlberg
4
Selvakumar Arunachalam 4
4
4
4
4
INFORMATION ON DIRECTORS AND COMPANY
SECRETARY
Peter Charles Hawkins
Non - Executive Director/Chairman (appointed 31 July 2019)
Qualifications
B Comm
Experience
Peter Hawkins was appointed to the Board in 31 July 2019 and
has over 50 years diverse corporate experience. He has held
numerous Managing Director or Partner level position in several
stockbroking firms and has been part of the successful
establishment and growth of a number of public and private
companies. He has served as the Chairman of the Stock
Exchange Perth Limited as a member of the ASX national
committee and has also served as Deputy Chairman of the
West Australian TAB.
He was Chairman of the Diggers and Dealers conference and
has also held Non-Executive Director positions of several
publicly listed companies over the past decade.
Directorships Held in Other Listed Entities
In the past three years Mr Hawkins has not held directorships
in any ASX listed companies.
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
750,000 unlisted options ex-price 30c expiring 30/11/2022.
300,000 unlisted options ex-price 30c expiring 30/11/2023.
500,000 performance rights expiring 20/12/2024.
DIRECTORS
The names of Directors in office during the financial year and
until the date of this report are as follows.
Directors were in the office
otherwise stated.
for this entire period unless
Peter Charles Hawkins
Matthew Vernon Hogan
Barry Fehlberg
Selvakumar Arunachalam
COMPANY SECRETARY
Patrick Tan
PRINCIPAL ACTIVITIES
The principal activity of the Group during course of the
financial year was the exploration of mineral tenements in
Western Australia.
There were no other significant changes in the nature of the
activities of the Group during the year.
OPERATING RESULTS
The loss of the Group amounted to $3,008,935 (2020: profit
of $465,769).
DIVIDENDS PAID OR RECOMMENDED
No dividend has been declared or paid by the Company and
the Directors do not, at present, recommend a dividend.
REVIEW OF OPERATIONS
For details on the Review of Operations refer to pages 2 to
15.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no other significant changes in the state of affairs
of the Group that occurred during the financial year.
EVENTS SUBSEQUENT TO REPORTING DATE
There has not arisen any item, transaction or event of a
material and unusual nature likely, in the opinion of the
Directors of the Company, to affect significantly the
operations of the Group, the results of those operations, or
the state of affair of the Group, in the future financial
years.
LIKELY DEVELOPMENTS
Other than likely developments contained in the “Review
of Operations”, further information on likely developments
in the operations of the Group and the expected results
of operations have not been included in this report because
the Directors believe it would be likely to result in
Page | 16
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
4,585,000 ordinary shares.
750,000 unlisted options ex-price 25c expiring 30/11/2021.
750,000 unlisted options ex-price 30c expiring 30/11/2022.
400,000 unlisted options ex-price 30c expiring 30/11/2023.
2,000,000 performance rights expiring 20/12/2024.
Directorships Held in Other Listed Entities
In the past three years Mr Fehlberg has not held directorships
in any ASX listed companies
Selvakumar Arunachalam
Executive Director/General Manager (appointed 15 July 2011)
Qualifications
MAusIMM M.Sc (Geology), M.Tech (Hydrogeology), PG Dip
in Geothermal Tech (NZ), Dip in Science (GIS) (NZ)
Experience
Mr Selvakumar Arunachalam has over 30 years’ experience in
geology in India, New Zealand and Australia.
Mr Arunachalam until February 2010 was also an employee of
United Minerals Corporation NL.
Directorships Held in Other Listed Entities
In the past three years Mr Arunachalam has not held
directorships in any ASX listed companies.
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
175,000 ordinary shares.
500,000 unlisted options ex-price 25c expiring 30/11/2021.
1,000,000 unlisted options ex-price 30c expiring 30/11/2022.
500,000 unlisted options ex-price 30c expiring 30/11/2023
1,500,000 performance rights expiring 20/12/2024.
Patrick Tan
Company Secretary (appointed 1 July 2018)
Qualifications
B.Acc, FCPA, CA. RTA
Experience
Patrick Tan has over 30 years of experience in accounting,
taxation and company secretarial.
Matthew Vernon Hogan
Managing Director (appointed 22 December 2006)
Qualifications
MAICD
Experience
Mr Matthew Hogan until February 2010 was the Chief
Executive Officer of United Minerals Corporation NL (UMC),
which successfully discovered the Railway direct shipping
iron ore deposit in the Central Pilbara. In February 2010
UMC was acquired by BHP Billiton for $204m through a
scheme of arrangement.
Mr Hogan has over 25 years’ experience in the stockbroking
industry and was closely involved in bringing a number of
company listings to the ASX, the underwriting of shareholder
entitlement issues and corporate placements.
Mr Hogan has previously worked in the business services
division of international accounting firm Ernst & Young.
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
1,320,056 ordinary shares.
750,000 unlisted options ex-price 25c expiring 30/11/2021.
2,500,000 unlisted options ex-price 30c expiring 30/11/2022.
600,000 unlisted options ex-price 30c expiring 30/11/2023.
3,500,000 performance rights expiring 20/12/2024.
Directorships Held in Other Listed Entities
In the past three years Mr Hogan has not held directorships in
any ASX listed companies.
Barry Fehlberg
Non- Executive Director (appointed 7 May 2018)
Qualifications
BSc (Hons), MAusIMM
Experience
Mr Fehlberg has 50 years of successful experience in
exploration for gold, base metals, diamonds and iron ore.
Mr Fehlberg has been director of exploration for various ASX
listed Companies since 1978, and during his career he has
made numerous discoveries in all these commodities.
In 1980 he led the drilling team for Spargos Exploration N.L.
that discovered the depth extensions of the Bellevue Gold
mine which was successfully brought into production.
In more recent times, Mr Fehlberg led the exploration team
as Technical Director that discovered the Railway Iron Ore
deposit for United Minerals Corporation NL. This Company
was taken over by BHP Billiton in 2010 in a $204 million
transaction.
Mr Barry Fehlberg is an Honours Geology graduate of the
University of Adelaide (1968).
Page | 17
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
• May be terminated by Mr Hogan by giving to the
Company one months’ notice in writing.
• May be terminated by the Company by giving 12
months’ notice in writing to Mr Hogan.
Selvakumar Arunachalam – Executive Director
• Updated term of agreement – commenced 1
A u g u s t 2019.
• Base salary of $175,000 per annum plus
superannuation.
• Provision of four weeks annual leave.
• May be terminated by Mr Arunachalam or by the
Company by giving one month’s notice in writing.
• May be terminated by the Company by giving 12
months’ notice in writing to Mr Arunachalam.
Barry Fehlberg – Non-Executive Director
•
•
•
•
Term of agreement – commenced 1 July 2018.
Base salary of $105,000 per annum plus
superannuation.
Effective from 1 Aug 2019, Mr Fehlberg’s base salary
was reduced to $12,000 per annum and designated
as Non-Executive Director.
Effective from 1 April 2020, Mr Fehlberg’s base salary
was increased to $30,000 per annum.
Non-Executive Directors
Fees to Non-Executives Directors reflect the demands which
are made on, and the responsibilities of, the Directors. Non-
Executive Directors’ remuneration consists of set fee
amounts and statutory superannuation. Directors’ base fees
are presently up to $30,000 per annum.
Non-Executives Directors’ fees are determined within an
aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The total
compensation for all Non-Executive Directors, last voted
upon by shareholders at the 2010 AGM, is not to exceed
$250,000 per annum. There is no provision for retirement
allowances for Non-Executive Directors apart from statutory
superannuation. Non-Executive Directors are eligible to be
granted options to provide a material additional incentive for
their ongoing commitment and dedication to the continued
growth of the Group.
REMUNERATION REPORT (Audited)
This report details the nature and amount of remuneration for
each Director of the Group and for the Executives receiving
the highest remuneration.
Remuneration Policy
The Group has a Remuneration Policy for determining the
nature and amount of
remuneration. The amount of
emoluments for Board members of the Group is as follows.
The Group’s remuneration policy for Executive Directors is
designed to promote superior performance and long term
commitment to the Group. Executives received a base
remuneration which is market related.
The remuneration policy, setting the terms and conditions for
the Executive Directors and other Senior Executives, was
developed by the Board after seeking professional advice
from independent external consultants.
The Board’s policy reflects its obligation to align Executives’
remuneration with Shareholders’ interests and to retain
appropriately qualified Executive talent for the benefit of the
Group. The main principles of the policy are:
-
-
-
reward reflects the competitive market in which the
Group operates;
individual reward should be linked to performance
criteria; and
Executives should be rewarded for both financial and
non-financial performance.
Executives are also entitled to participate in the employee
share and option arrangements.
receive a
The Executive Director and Executives
superannuation guarantee contribution required by the
government, which is 10.0% from 1 July 2021, and do not
receive any other retirement benefits.
Group Performance, Shareholder Wealth and Director
and Executive Remuneration
between Shareholders, Directors
The remuneration policy has been tailored to increase goal
and
congruence
Executives. There have been two methods applied in
achieving this aim, the first being a performance based bonus
based on key performance indicators, and the second being
the issue of options to the majority of Directors and
Executives to encourage the alignment of personal and
Shareholders’ interests.
Employment Agreements
Remuneration and other terms of employment are formalised
in employment agreements.
Matthew Hogan – Managing Director
• Updated term of agreement – commenced 1 July
2018.
• Base salary of $175,000 per annum plus
superannuation.
• Provision of four weeks annual leave.
Page | 18
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Details of Remuneration for the year ended 30 June 2021 and 30 June 2020
Short Term
Post-
employment
Share-based
payments
S300A(1)(e)(i)
Proportion of
remuneration
performance
related
Salary & Fees
Year
Key Management Person (Directors)
Matthew Vernon Hogan
Peter Charles Hawkins
Barry Fehlberg
Selvakumar Arunachalam (2)
Alan Gordon Birchmore (3) (resigned 31 July 2020)
Total
Total
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
$
175,000
175,000
30,000
27,500
30,000
24,250
175,000
204,167
-
-
Non-
monetary
benefits (1)
$
(27,880)
21,128
-
-
-
(8,844)
17,933
(23,225)
-
-
Superannuation
Contribution
Options
Total
$
$
$
%
16,625
16,625
2,850
2,613
2,850
2,304
16,625
17,014
-
-
38,950
38,556
68,702
305,244
31,512
84,375
47,694
108,369
56,305
128,496
-
19,781
204,213
646,265
232,447
517,997
64,362
114,488
80,544
126,079
265,863
326,452
-
19,781
643,216
1,104,797
Nil
Nil
Nil
Nil
Nil
Nil
Nil
-
-
-
410,000
430,917
(9,947)
(10,941)
(1) Movements in the KMP’s annual and long service leave during the year.
(2)
(3)
In the prior year Mr S. Arunachalam was paid $29,167 in cash for his long serve leave.
In the prior year, Mr A. Birchmore did not receive any salaries and fees from the Group.
Page | 19
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Options awarded and vested during the year
Terms and Conditions for each Grant during the year
Year
Awarded
No.
Award date
Fair value per
option at
award date
($)
Exercise
price
($)
Expiry
date
No. unvested
during the
year
No. vested
during the
year
Key Management Person (Directors)
Matthew Vernon Hogan
Peter Charles Hawkins
Barry Fehlberg
Selvakumar Arunachalam
Alan Gordon Birchmore (resigned 31 July 2019)
Total
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
600,000
2,500,000
300,000
750,000
400,000
750,000
500,000
1,000,000
-
-
26/11/2020
20/12/2019
26/11/2020
20/12/2019
26/11/2020
20/12/2019
26/11/2020
20/12/2019
-
-
1,800,000
26/11/2020
5,000,000
20/12/2019
$0.105
$0.1125
$0.105
$0.1125
$0.105
$0.1125
$0.105
$0.1125
-
-
$0.105
$0.1125
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
-
-
$0.30
$0.30
30/11/2023
30/11/2022
30/11/2023
30/11/2022
30/11/2023
30/11/2022
30/11/2023
30/11/2022
-
-
-
375,000
-
-
-
375,000
-
250,000
-
250,000
975,000
2,875,000
300,000
750,000
775,000
1,125,000
750,000
1,250,000
-
250,000
30/11/2023
30/11/2022
- 2,800,000
6,250,000
1,250,000
Page | 20
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Performance rights awarded and vested during the year
Key Management Person (Directors)
Matthew Vernon Hogan
Peter Charles Hawkins
Barry Fehlberg
Selvakumar Arunachalam
Total
Terms and Conditions for each Grant during the year
Year
Awarded
No.
Award date
Fair value per
right at award
date
($)
Exercise
price
($)
Expiry
date
No. unvested
during the
year
No. vested
during the
year
2021
2020
2021
2020
2021
2020
2021
2020
2021
2019
-
3,500,000
-
500,000
-
2,000,000
-
1,500,000
-
20/12/2019
-
20/12/2019
-
20/12/2019
-
20/12/2019
-
$0.19
-
$0.19
-
$0.19
-
$0.19
-
-
-
7,500,000
20/12/2019
$0.19
-
-
-
-
-
-
-
-
-
-
-
20/12/2024
-
20/12/2024
-
20/12/2024
-
20/12/2024
-
3,500,000
-
500,000
-
2,000,000
-
1,500,000
-
-
20/12/2024
7,500,000
-
-
-
-
-
-
-
-
-
-
Page | 21
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Options lapsed during the year
Key Management Person (Directors)
Matthew Vernon Hogan
Peter Charles Hawkins
Barry Fehlberg
Selvakumar Arunachalam
Total
Year
Awarded
No.
Award date
Fair value per option
at award date
($)
Exercise
price
($)
Expiry date
No. lapsed during
the year
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30/11/2019
-
-
-
30/11/2019
-
30/11/2019
-
1,810,000
-
-
-
2,232,536
-
1,000,000
-
-
30/11/2019
5,042,536
Value of options held by key management personnel, exercised and lapsed during the year
For details on the valuation of the options, including models and assumptions used, please refer to note 18 below.
There were no alterations to the terms and conditions of options awarded as remuneration since their award date.
Page | 22
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Options over equity instruments
The movement during the reporting period in the number of options over ordinary shares in the Company held, directly, indirectly
or beneficially, by key management persons, including their related parties, is as follows:
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
A G Birchmore (resigned 31 July
2019)
Balance
1 July 2020
Granted as
compen-
sation
Exer-
cised
Net change
Others (1)
Held at
30 June 2021
Vested
during the
year
Vested and
exercisable at
30 June 2021
3,250,000
750,000
1,500,000
1,500,000
600,000
300,000
400,000
500,000
7,000,000
1,800,000
-
-
-
-
-
-
-
-
-
-
3,850,000
1,050,000
1,900,000
2,000,000
975,000
300,000
775,000
750,000
8,800,000
2,800,000
3,850,000
1,050,000
1,900,000
2,000,000
8,800,000
Balance
1 July 2019
Granted as
compen-
sation
Exer-
cised
Net change
Others(1)
Held at
30 June 2020
Vested
during the
year
Vested and
exercisable at
30 June 2020
2,560,000
-
2,982,536
1,500,000
1,041,667
2,500,000
750,000
750,000
1,000,000
-
8,084,203
5,000,000
-
-
-
-
-
-
(1,810,000)
-
(2,232,536)
(1,000,000)
-
3,250,000
750,000
1,500,000
1,500,000
1,041,667*
2,875,000
750,000
1,125,000
1,250,000
-
2,875,000
750,000
1,125,000
1,250,000
-
(5,042,536)
8,041,667
6,000,000
6,000,000
(1) Other changes represent options that were acquired, expired, transferred or were forfeited during the year.
*Balance on resignation
Performance rights over equity instruments
The movement during the reporting period in the number of performance rights over ordinary shares in the Company held, directly,
indirectly or beneficially, by key management persons, including their related parties, is as follows:
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
Held at
1 July 2020
Acquired
On
exercise
of rights
Other
change (1)
Held at
30 June 2021
3,500,000
500,000
2,000,000
1,500,000
7,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,500,000
500,000
2,000,000
1,500,000
7,500,000
Held at
1 July 2019
Acquired
On
exercise
of options
Other
change (1)
Held at
30 June 2020
-
-
-
-
-
3,500,000
500,000
2,000,000
1,500,000
7,500,000
-
-
-
-
-
-
-
-
-
-
3,500,000
500,000
2,000,000
1,500,000
7,500,000
Page | 23
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Shareholdings of key management personnel
The movement during the reporting period in the number of shares in the Company held, directly, indirectly or beneficially, by each
key management person, including their related parties, is as follows:
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
A G Birchmore (resigned 31 July 2019)
Held at
1 July 2020
Acquired
On
exercise
of options
Other
change (1)
Held at
30 June 2021
1,320,056
-
4,585,000
175,000
6,080,056
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,320,056
-
4,585,000
175,000
6,080,056
Held at
1 July 2019
Acquired
On
exercise
of options
Other
change (1)
Held at
30 June 2020
1,320,056
-
2,585,000
175,000
1,604,771
5,684,827
-
-
2,000,000
-
-
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
1,320,056
-
4,585,000
175,000
1,604,771*
7,684,827
(1) Other change represents on and off-market trade
*Balance on resignation
End Remuneration Report
Page | 24
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ REPORT
SHARES ISSUED ON EXERCISE OF OPTIONS
During the year no shares were issued upon exercise of
Options.
OPTIONS AND PERFORMANCE RIGHTS
At the date of this report, the number of options and
performance rights over ordinary shares i n the Company are
as follows:
Expiry date
Exercise
price
Number
of options
Director & Employee Options
30-Nov-2021
30-Nov-2022
30-Nov-2023
Expiry date
$0.25
$0.30
$0.30
3,250,000
5,750,000
2,775,000
11,775,000
Exercise
price
Number
of rights
20-Dec-2024
Nil
7,500,000
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings
on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or any part of
those proceedings.
The Group or Company was not a party to any such
proceedings during the year.
ENVIRONMENTAL LIABILITIES
There were no environmental liabilities at the date of this
report.
NON-AUDIT SERVICES
During the year there were no non-audit services provided by
the Group’s auditor, Stantons.
LEAD AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration is set out on
page 26 and forms part of the Director’s Report for the
financial year ended 30 June 2021.
These options and performance rights do not entitle the
holder to participate in any share issue of the Company.
This report is made with a resolution of the Directors.
Matthew Vernon Hogan
Managing Director
Perth, Western Australia
30 September 2021
The vesting conditions of the performance rights are detailed
on Note 18 below.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND
AUDITORS
Indemnification
The Group has agreed to indemnify the following current
directors of the Company, Mr P C Hawkins, Mr M V Hogan, Mr
B Fehlberg, and Mr S Arunachalam against all liabilities to
another person (other than the Company or a related body
corporate) that may arise from their position as directors of the
Company and its controlled entities, except where the liability
arises out of conduct involving a lack of good faith. The
agreement stipulates that the Company will meet the full
amount of any such liabilities, including costs and expenses.
Insurance premium
Since the end of the previous financial year the Company has
paid insurance premiums of $20,130 in respect of directors’
and officers’ liability insurance for current directors, including
senior executives of the Company. The insurance premiums
relate to:
• costs and expenses incurred by the relevant officers in
defending proceedings, whether civil or criminal and
whatever their outcome; and
• other liabilities that may arise from their position, with
the exception of conduct involving a willful breach of
duty or improper use of information or position to gain
a personal advantage.
Page | 25
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
30 September 2021
Board of Directors
Venus Metals Corporation Limited
Unit 2, 8 Alvan St
Subiaco WA 6008
Dear Directors
RE:
VENUS METALS CORPORATION LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the
following declaration of independence to the directors of Venus Metals Corporation Limited.
As Audit Director for the audit of the financial statements of Venus Metals Corporation Limited for
the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
Samir Tirodkar
Director
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
Page | 26
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
CORPORATE GOVERNANCE STATEMENT
Approach to Corporate Governance
The Group has adopted systems of control and accountability as the basis for the administration of corporate governance. Some
of these policies and procedures are summarised in this statement. Commensurate with the spirit of the ASX Corporate Governance
Council's Corporate Governance Principles and Recommendations 4th edition (Principles & Recommendations), the Group has
followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its
corporate governance practices. Where the Group’s corporate governance practices follow a recommendation, the Board has
made appropriate statements reporting on the adoption of the recommendation. In compliance with the "if not, why not" reporting
regime, where, after due consideration, the Group’s corporate governance practices depart from a recommendation, the Board has
offered full disclosure and an explanation for the adoption of its own practice.
Further
www.venusmetals.com.au, under the section marked "Group - Corporate Governance".
information about the Group’s corporate governance practices may be
found on the Group’s website at
The Group reports below on how it has followed (or otherwise departed from) each of the Principles & Recommendations during
the financial year ended 30 June 2021 (Reporting Period).
Principle
Corporate Governance Council
Recommendation
Conform
(Y/N)
Disclosure
Principal 1 - Lay solid foundations for management and oversight
1.1
Y
A listed entity should have and disclose a
board charter setting out:
(a)
the respective roles and
responsibilities of its board and
management; and
those matters expressly reserved
to the board and those delegated
to management.
(b)
1.2
1.3
1.4
A listed entity should:
(a) undertake appropriate checks
before appointing a director or
senior executive or putting someone
forward for election as a director;
and
provide security holders with all
(b)
material information in its possession
relevant to a decision on whether or not
to elect or re-elect a director.
A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
The company secretary of a listed entity
should be accountable directly to the
board, through the chair, on all matters
to do with the proper functioning of the
board.
Y
Y
Y
Page | 27
The Group has established the functions reserved to the
Board, and those delegated to senior executives and
has set out these
functions in its Board Charter. The
the Group’s website at
Charter
https://www.venusmetals.com.au/company/corporate-governance.
is available on
The number of times the Board met during the Reporting
Period is disclosed in the Directors’ Report section
above. In addition to formal Board and Board Committee
meetings throughout the Reporting Period, members of
the Board spent time with senior executives and other
management personnel of the Company and engaged
with other key stakeholders.
The Board undertakes appropriate checks before
appointing a person or putting forward to shareholders a
as a director and provides
candidate for election
its
information
shareholders with all material
possession relevant to a decision on whether or not to
elect or re-elect a director.
in
The checks which are undertaken, and the information
provided to shareholders are set out in the Group’s
Policy and Procedure
for the Selection and (Re)
Appointment of Directors which is disclosed on the
Group’s website.
The Group has a written agreement with each director
and senior executive setting out the terms of their
appointment. The material
terms of any employment,
service or consultancy agreement the Group has entered
into with any director or senior executive has been
disclosed in accordance with ASX Listing Rule 3.16.4.
The Company Secretary is accountable directly to the
Board, through the Chair, on all matters to do with the
proper functioning of the Board as outlined in the Board
Charter, including preparation of meeting papers and
meeting minutes.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Disclosure
The Board is responsible for establishing and monitoring
on an annual basis the achievement against gender
diversity objectives
and strategies, including the
representation of women at all levels of the organisation.
The proportion of women employees in the whole
organisation as at Reporting Period was approximately 2
out of 7 (29%).
The Board acknowledges the absence of female
participation on the Board of Directors. However, the
the composition of the
Board has determined that
current Board represents the best mix of Directors that
have an appropriate range of qualifications and
expertise, can understand and competently deal with
current and emerging business
issues and can
effectively review and challenge the performance of
management.
The Group has not set or disclosed measurable
objectives for achieving gender diversity. Due to the size
of the Group, the Board does not deem it practical to
limit the Group to specific targets for gender diversity as it
operates in a very competitive labour market where
positions are sometimes difficult to fill. However, every
candidate suitably qualified for a position has an equal
opportunity of appointment regardless of gender, age,
ethnicity or cultural background.
The Group recognizes the pivotal role that the Board has
in the governance framework of the Group. Under the
Board Charter,
for
scheduling regular and effective evaluation of the Board’s
performance.
An annual Board evaluation was
completed in the Reporting Period.
the Chairman
responsible
is
Principle
1.5
Conform
(Y/N)
N
Corporate Governance Council
Recommendation
A listed entity should:
(a) have and disclose a diversity policy;
through its board or a committee of
(b)
the board set measurable objectives
for achieving gender diversity in the
composition of its board, senior
executives and workforce generally;
and
(c) disclose in relation to each reporting
period:
(1)
(2)
the measurable objectives set
for that period to achieve
gender diversity;
the entity’s progress towards
achieving those objectives;
and
(3) either:
(A)
the respective proportions
of men and women on the
board, in senior executive
positions and across the
whole workforce
(including how the entity
has defined “senior
executive” for these
purposes); or
if the entity is a “relevant
employer” under the
Workplace Gender
Equality Act, the entity’s
most recent “Gender
Equality Indicators”, as
defined in and published
under that Act.
(B)
1.6
If the entity was in the S&P / ASX 300
Index at the commencement of the
reporting period, the measurable
objective for achieving gender diversity
in the composition of its board should be
to have not less than 30% of its directors
of each gender within a specified period.
A listed entity should:
(a) have and disclose a process for
periodically evaluating the
performance of the board, its
committees and individual directors;
and
disclose for each reporting
(b)
period whether a performance
evaluation has been undertaken in
accordance with that process during or
in respect of that period.
Y
Page | 28
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Conform
(Y/N)
Y
Principle
1.7
Corporate Governance Council
Recommendation
A listed entity should:
(a) have and disclose a process for
evaluating the performance of its
senior executives at least once
every reporting period; and
disclose for each reporting
(b)
period whether a performance
evaluation has been undertaken in
accordance with that process during or
in respect of that period.
Principal 2 - Structure the board to be effective and add value
N
2.1
The board of a listed entity should:
(a) have a nomination committee
which:
(1) has at least three members, a
(2)
majority of whom are
independent directors; and
is chaired by an independent
director,
and disclose:
(3)
(4)
the charter of the committee;
the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
if it does not have a nomination
(b)
committee, disclose that fact and the
processes it employs to address board
succession issues and to ensure that the
board has the appropriate balance of
skills, knowledge, experience,
independence and diversity to enable it
to discharge its duties and
responsibilities effectively.
A listed entity should have and disclose
a board skills matrix setting out the mix
of skills that the board currently has or is
looking to achieve in its membership.
2.2
Disclosure
The Group has developed its formal processes for the
in
performance evaluation of senior executives
conjunction with the Nominations and Remuneration
Committee.
The Committee developed and agreed key performance
measures for the Managing Director having regard to the
Group’s strategic, financial and operational objectives for
the year. The evaluation is conducted at the time of the
executive’s annual remuneration review and involves an
discuss
interview with the Managing Director to
performance against the senior executive’s contract with
the Group. The Managing Director also evaluates the
performance of
the senior executives on an ongoing
basis via informal discussions about performance.
A formal review of the Managing Director’s and each
senior executive’s performance occurs at least annually
and was undertaken in the Reporting Period.
The Board has not established a separate Nomination
Committee. Given the current size and composition of
the Board, the Board believes that there would be no
efficiencies gained by establishing a separate
the Board
Nomination Committee. Accordingly,
performs the role of the Nomination Committee. Items
that are usually required
to be discussed by a
nomination committee are marked as separate agenda
items at Board meetings when required. When the Board
convenes as the Nomination Committee it carries out
those functions which are delegated to it in the Group’s
Nomination Committee Charter. The Board deals with
any conflicts of interest that may occur when convening
in the capacity of the Nomination Committee by ensuring
that the director with conflicting interests is not party to
the relevant discussions.
full Board, in
The
the Nomination
Committee, has not held any meetings during the
Reporting Period.
its capacity as
The Board has adopted a Nomination Committee
Charter which describes the role, composition, functions
the Nomination Committee. A
and responsibilities of
copy of the Nomination Committee Charter is available
on
at
https://www.venusmetals.com.au/company/corporate-governance.
Group's
website
the
Y
The mix of skills and diversity for which the Board is
looking to achieve in its membership is represented by
the Board’s current composition.
The skill of each director is set out in the Directors’ Report
section in this Annual Report on pages 16-17.
Page | 29
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Principle
2.3
Conform
(Y/N)
Y
Corporate Governance Council
Recommendation
(b)
A listed entity should disclose:
the names of the directors
(a)
considered by the board to be
independent directors;
if a director has an interest, position,
affiliation or relationship of the type
described in Box 2.3 but the board
is of the opinion that it does not
compromise the independence of
the director, the nature of the
interest, position or relationship in
question and an explanation of why
the board is of that opinion; and
the length of service of each
(c)
director.
2.4
2.5
2.6
N
Y
N
A majority of the board of a listed entity
should be independent directors.
The chair of the board of a listed entity
should be an independent director and,
in particular, should not be the same
person as the CEO of the entity.
A listed entity should have a program for
inducting new directors and for
periodically reviewing whether there is a
need for existing directors to undertake
professional development to maintain
the skills and knowledge needed to
perform their role as directors effectively.
Disclosure
The Board considers the independence of directors
having regard to the relationships listed in Box 2.3 of
the Principles & Recommendations. During
the
Reporting Period, the two independent directors of the
Group were Mr Peter Hawkins and Mr Barry Fehlberg.
The Board has considered both Mr Hawkins and Mr
Fehlberg’s independence that both are sufficiently
independent because they are not a member of
management, they are free of any business or other
relationship that could materially interfere with the
judgement and
independent exercise of
their
consistently makes decisions that
are in the best
interests of the Group. Accordingly, the Board considers
both Mr Hawkins and Mr Fehlberg to be independent
directors.
The length of service of each director is set out in the
Directors’ Report pages 16-17.
The Board does not have a majority of directors who are
independent. The Board considers that its composition is
appropriate for
the Group’s circumstances and
includes an appropriate mix of skills and expertise
relevant to the Group. The Group gives consideration
to the balance of independence on the Board and will
continue to review its composition in accordance with the
Nomination Committee Charter.
is
the most appropriate person
During the Reporting Period, the Group’s independent
Chair is Mr Peter Hawkins. The Board believes that Mr
Hawkins
the
position of Chair because of his industry experience
and knowledge. The Board believes that Mr Hawkins
makes decisions that are in the best interests of the
Group.
for
The Managing Director of the Group is Mr Matthew
Hogan.
Given the size of the Group there is no formal induction
process
for new directors. Board considers that if
any new director is to be appointed, that new director
will be provided with a personalized
induction
dependent upon the skills, experience and knowledge of
the Group that the new director possesses. All directors
are expected to maintain and enhance their skills and
knowledge so as to exercise their responsibilities and
discharge their obligations to the Group. Directors are
expected to participate in appropriate professional
development activities.
Principal 3 - Instil a culture of acting lawfully, ethically and responsibly
3.1
Y
A listed entity should articulate and
disclose its values.
The Group has adopted a Code of Conduct which
requires Directors, management and employees to deal
with the Company's customers, suppliers, competitors
and each other with honesty, fairness and integrity and to
observe the rule and spirit of the legal and regulatory
environment in which the Company operates.
The values set up in the Code of Conduct are inculcated
across the Group’s corporate group and supported by the
standards and behaviours set out in the Group’s Code of
Conduct.
Page | 30
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Principle
3.2
Corporate Governance Council
Recommendation
A listed entity should:
(a) have and disclose a code of
conduct for its directors, senior
executives and employees; and
ensure that the board or a
(b)
committee of the board is informed of
any material breaches of that code.
Conform
(Y/N)
Y
Y
Y
Y
3.3
3.4
A listed entity should:
(a) have and disclose a whistleblower
policy; and
ensure that the board or a
(b)
committee of the board is informed of
any material incidents reported under
that policy.
A listed entity should:
(a) have and disclose an anti-bribery
and corruption policy; and
ensure that the board or
(b)
committee of the board is informed of
any material breaches of that policy.
Principal 4 - Safeguard integrity in corporate reports
4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all
of whom are non-executive
directors and a majority of
whom are independent
directors; and
is chaired by an independent
director, who is not the chair of
the board,
(2)
and disclose:
(3)
(4)
(5)
the charter of the committee;
the relevant qualifications and
experience of the members of
the committee; and
in relation to each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
if it does not have an audit
(b)
committee, disclose that fact and the
processes it employs that independently
verify and safeguard the integrity of its
corporate reporting, including the
processes for the appointment and
removal of the external auditor and the
rotation of the audit engagement partner.
Page | 31
Disclosure
The Group has established a Code of Conduct as to the
practices necessary to maintain confidence in the
Group's integrity, the practices necessary to take into
account
the reasonable
expectations of its stakeholders, and the responsibility
and accountability of individuals for reporting and
investigating reports of unethical practices.
legal obligations and
its
A summary of the Group's Code of Conduct is available
on the Group’s website at
https://www.venusmetals.com.au/company/corporate-
governance.
The Group has introduced a Whistleblower Policy in
December 2019, which reflects the amended Australian
whistleblowing laws passed in February 2019 and
effective 1 January 2020.
The Whistleblower Policy is a practical tool for helping
the Group identify non-compliant conduct that may not
be uncovered unless there is a safe and secure means
for disclosing such conduct. The Policy is available at
Group’s website at
https://www.venusmetals.com.au/company/corporate-governance.
The Group’s position on bribery and corruption are
covered in the Group’s Anti-Bribery and Corruption Policy
and
the Group’s website
https://www.venusmetals.com.au/company/corporate-governance.
available
on
is
The Board has established an Audit Committee and
adopted an Audit Committee Charter which describes
the role, composition
functions and responsibilities of
the Audit Committee.
The members of the Audit Committee are Peter Hawkins
(Chair), Barry Fehlberg, Matthew Hogan, and the
Company Secretary, Patrick Tan.
All members of
the Audit Committee consider
themselves to be financially literate and have an
understanding of the industry in which the Group
operates. The details of qualifications and experience of
each Committee member are detailed in the Directors
Report above.
The Group has established procedures for the selection,
appointment and rotation of its external auditor. The
Board is responsible
for the initial appointment of the
external auditor and the appointment of a new external
auditor when any vacancy arises, as recommended by
the Audit Committee (or its equivalent). Candidates for
the position of external auditor must demonstrate
complete independence from the Group through the
engagement period. The Board may otherwise select
an external auditor based on criteria relevant to the
Group's business and circumstances. The performance
of the external auditor is reviewed on an annual basis
by the Audit Committee (or its equivalent) and any
recommendations are made to the Board.
The Group's Audit Committee Charter and the Group's
Procedure for Selection, Appointment and Rotation of
External Auditor are available on the Group's website.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Principle
4.2
4.3
Corporate Governance Council
Recommendation
The board of a listed entity should,
before it approves the entity’s financial
statements for a financial period, receive
from its CEO and CFO a declaration
that, in their opinion, the financial
records of the entity have been properly
maintained and that the financial
statements comply with the appropriate
accounting standards and give a true
and fair view of the financial position and
performance of the entity and that the
opinion has been formed on the basis of
a sound system of risk management and
internal control which is operating
effectively.
A listed entity should disclose its process
to verify the integrity of any periodic
corporate report it releases to the market
that is not audited or reviewed by an
external auditor.
Principal 5 - Make timely and balanced disclosure
5.1
A listed entity should have and disclose
a written policy for complying with its
continuous disclosure obligations under
listing rule 3.1.
5.2
5.3
A listed entity should ensure that its
board receives copies of all material
market announcements promptly after
they have been made.
A listed entity that gives a new and
substantive investor or analyst
presentation should release a copy of
the presentation materials on the ASX
Market Announcements Platform ahead
of the presentation.
Principal 6 - Respect the rights of security holders
6.1
A listed entity should provide information
about itself and its governance to
investors via its website.
6.2
A listed entity should have an investor
relations program that facilitates
effective two-way communication with
investors.
Conform
(Y/N)
Y
Disclosure
The Managing Director and Chief Financial
Officer/Company Secretary declared in writing to the
Board that the financial records of the Group for the
financial year have been properly maintained, the
Group’s financial reports for the Reporting Period comply
with accounting standards and present a true and fair
view of the Group’s financial condition and operation
results. The statement is required annually.
The Group has implemented process to verify certain
periodic corporate reports prepared and released during
the Reporting Period, where those reports are not subject
to audit or review by an external auditor, to satisfy itself
that each report was materially accurate and balanced
and provided investors. With appropriate information to
make investment decisions. Such periodic corporate
reports are drafted by staff with responsibility for, or
expertise in, the subject matter and are verified, including
information and
the sources of
by documenting
consultation undertaken within the Group or with external
parties.
The Board or, where appropriate, Board committees,
review and approve statutory and other periodic
corporate reports prior to release to the market.
The Group has established written policies and
procedures for complying with its continuous disclosure
obligations under the ASX Listing Rules. A summary of
the Group’s Policy on Continuous Disclosure is disclosed
the
website
https://www.venusmetals.com.au/company/corporate-governance.
Group’s
Copies of all material market announcements are
provided to the Group’s Board immediately after they
have been made.
The Group releases a copy of materials for all new and
substantive investor and analyst presentations to the
ASX Market Announcement Platform ahead of such
presentations. These presentations include results
presentations as well as presentations given at the
Group’s Annual General Meeting, at investor days and to
broker conferences.
The Group provides information about itself and its
governance to security holders via the Investor
Centre on its website at
https://www.venusmetals.com.au/company/corporate-governance.
The Group has implemented an investor relations
program, which includes the Annual General Meeting to
facilitate effective two-way communication with
investors. The program is set out in the Shareholder
Communication Policy at
https://www.venusmetals.com.au/company/corporate-governance.
Y
Y
Y
Y
Y
Y
Page | 32
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Principle
Corporate Governance Council
Recommendation
6.3
6.4
6.5
A listed entity should disclose how it
facilitates and encourages participation
at meetings of security holders.
A listed entity should ensure that all
substantive resolutions at a meeting of
security holders are decided by a poll
rather than by a show of hands.
A listed entity should give security
holders the option to receive
communications from, and send
communications to, the entity and its
security registry electronically.
Principal 7 - Recognise and manage risk
7.1
The board of a listed entity should:
(a) have a committee or committees to
oversee risk, each of which:
(1) has at least three members, a
Conform
(Y/N)
Y
Y
Y
N
(2)
majority of whom are
independent directors; and
is chaired by an independent
director,
and disclose:
(3)
(4)
the charter of the committee;
the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b)
if it does not have a risk
committee or committees that satisfy (a)
above, disclose that fact and the
processes it employs for overseeing the
entity’s risk management framework.
Disclosure
The Group has in place a Shareholder Communication
Policy which outlines the policies and processes that it
has in place to facilitate and encourage participation at
meeting of shareholders.
The Group ensures that all substantive resolutions at
meeting of security holders are decided by a poll rather
than by a show of hands.
the option
Shareholders are given
receive
communications from, and send communications to, the
Group and its share registry electronically. The contact
details of the Group and its share registry are available
on the website. Further, shareholders may register to
receive ASX Announcements through the website.
to
The Board has adopted a Risk Management Policy,
which sets out the Group's risk profile. Under the
responsible for approving the
policy, the Board is
Group's policies on risk oversight and management
and satisfying itself that management has developed
and implemented a sound system of risk management
and internal control.
Under the policy, the Board delegates day-to-day
management of risk to the Managing Director, who is
identifying, assessing, monitoring and
responsible for
managing
is also
risks. The Managing Director
responsible for updating the Group's material business
risks to reflect any material changes, with the approval of
the Board.
fulfilling
the duties of risk management,
the
In
Managing Director may have unrestricted access to
Group employees, contractors and records and may
obtain independent expert advice on any matter he/she
deems appropriate, with the prior approval of the Board.
In addition, the following risk management measures
have been adopted by the Board to manage the
Group's material business risks:
•
•
•
for
if proposed
the Board has established authority limits for
management, which,
to be
exceeded, requires prior Board approval;
the Board has adopted a compliance
the purpose of ensuring
procedure
the Group's continuous
compliance with
disclosure obligations; and
the Board has adopted a corporate governance
manual which contains other policies to assist
the Group to establish and maintain its
governance practices.
The Group considers the following categories of risk to
have a material effect impact its business and hence
are included in the Group’s risk profile.
•
•
•
•
•
•
•
•
Financial reporting;
Operational;
Environmental;
Sustainability;
Occupational Health & Safety;
Ethical conduct;
Reputation; and
Legal and Compliance.
Page | 33
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Disclosure
The Board has required management
to design,
implement and maintain risk management and internal
control systems to manage
the Group's material
business risks. The Board also requires management
to report to it confirming that those risks are being
managed effectively. The Board has received a report
from management as to the effectiveness of the Group's
management of its material business risks for the
Reporting Period.
The Managing Director has provided assurance in
writing to the Board that the Group’s financial reports
are founded on a sound system of risk management
and internal compliance and control which implements
the policies adopted by the Board.
Monthly actual results are reported against budgets
approved by the Directors and revised forecasts for the
year are prepared regularly.
All Directors, managers and employees are expected to
act with the utmost integrity and objectivity, striving at all
times to enhance
the Group.
the reputation and performance of
Directors must keep the Board advised, on an ongoing
basis, of any interest that could potentially conflict with
those of the Group.
The Board has developed
procedures to assist Directors to disclosed potential
conflict of interest.
Where the Board believes that a significant conflict exists
for a Director on a board matter, the Director concerned
does not receive
the relevant board papers and is not
present at the meeting whilst the item is considered.
A summary of the Group’s Risk Management Policy is
available on the Group’s website.
The Group does not have an internal audit function. To
evaluate and continually improve the effectiveness of
the Group’s risk management and internal control
processes, the Board relies on ongoing reporting and
business
discussion of the management of material
risks as outlined in the Group’s Risk Management Policy
at
https://www.venusmetals.com.au/company/corporate-
governance.
Principle
7.2
Conform
(Y/N)
Y
Corporate Governance Council
Recommendation
The board or a committee of the board
should:
(a)
review the entity’s risk management
framework at least annually to
satisfy itself that it continues to be
sound and that the entity is
operating with due regard to the risk
appetite set by the board; and
disclose, in relation to each
(b)
reporting period, whether such a review
has taken place.
7.3
N
A listed entity should disclose:
(a)
if it has an internal audit function,
how the function is structured and
what role it performs; or
if it does not have an internal
(b)
audit function, that fact and the
processes it employs for evaluating and
continually improving the effectiveness
of its governance, risk management and
internal control processes.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Principle
7.4
Corporate Governance Council
Recommendation
A listed entity should disclose whether it
has any material exposure to
environmental or social risks and, if it
does, how it manages or intends to
manage those risks.
Conform
(Y/N)
Y
Disclosure
Using its risk management framework, the Board has
identified the following risk categories – liquidity, strategic
risk, operational,
environmental, compliance, human
capital, workplace, health and safety, financial reporting,
market and commodity related.
As the Group is not in production nor has any major
operations, the Group has not identified any material
exposure to any economic, environmental and/or social
sustainability risks.
Economic risk
type
Market risk –
movements in
commodity prices
Future capital –
cost and
availability of
funds to meet
the Group’s
business needs
Mitigation strategies
The group manages
its
exposure to market risk by
monitoring market conditions
and making decisions based
on industry experience.
The Group monitors its cash
its
reserves and manages
liquidity risk by monitoring its
cash reserves and forecast
is
spending. Management
cognisant of
future
demands for liquid finance
requirements to finance the
group’s current and future
operations.
the
Principal 8 - Remunerate fairly and responsibly
8.1
The board of a listed entity should:
(a) have a remuneration committee
which:
(1) has at least three members, a
(2)
majority of whom are
independent directors; and
is chaired by an independent
director,
and disclose:
(3)
(4)
the charter of the committee;
the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b)
if it does not have a
remuneration committee, disclose that
fact and the processes it employs for
setting the level and composition of
remuneration for directors and senior
executives and ensuring that such
remuneration is appropriate and not
excessive.
A listed entity should separately disclose
its policies and practices regarding the
remuneration of non-executive directors
and the remuneration of executive
directors and other senior executives.
8.2
Y
The Board has established a Remuneration Committee.
The members of the Remuneration Committee are Peter
Hawkins (Chair), Matthew Hogan and Barry Fehlberg.
During the year the Remuneration Committee has met
to discuss the remuneration of the Executive Directors.
The members of the Committee collectively have
appropriate skills, and a sufficient understanding of the
business and industry sector in which the Group
operates, to discharge the Committee’s mandate
effectively.
Y
Details of remuneration, including the Group’s policy on
remuneration, are contained in the “Remuneration
Report” which forms of
part of the Directors’ Report
above.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
Conform
(Y/N)
N/A
Disclosure
The Group does not have an equity-based remuneration
scheme and this recommendation is therefore not
applicable.
Principle
8.3
Corporate Governance Council
Recommendation
A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether
participants are permitted to enter
into transactions (whether through
the use of derivatives or otherwise)
which limit the economic risk of
participating in the scheme; and
disclose that policy or a
(b)
summary of it.
Page | 36
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2021
Revenue
Other income
Gain on disposal of tenements
(Loss) / Profit on sale of investments
Employee benefit expenses
Legal settlement sums received
Profit on sale of fixed assets
Exploration expense
Depreciation and amortisation expense
Changes in market value of shares
Impairment
Other expenses
Note
2021
$
2020
$
4
4
5
4
137,254
250,663
68,268
344,208
1,393,230
3,259,000
(126,310)
624,974
(1,181,523)
(1,575,026)
-
-
1,000,000
13,809
(3,439,858)
(1,623,802)
(88,859)
2)
(16,141)
476,525
(82,747)
12
-
(851,838)
(247,662)
(877,331)
(Loss) / Profit before income tax
(3,008,935)
465,769
Income tax
6
-
-
(Loss) / Profit for the year
(3,008,935)
465,769
Other comprehensive income
Income tax on other comprehensive income
Other comprehensive income for the year, net of tax
-
-
-
-
-
-
Total comprehensive (loss) / profit for the year
(3,008,935)
465,769
Net (loss) / profit attributable to:
Owners of the Company
Net (loss) / profit for the year
(3,008,935)
465,769
(3,008,935)
465,769
Total comprehensive (loss) / profit attributable to:
Owners of the Company
(3,008,935)
465,769
Total comprehensive (loss) / profit for the year
(3,008,935)
465,769
Earnings per share
Basic (loss) / profit per share
Diluted (loss) / profit per share
8
8
(0.020)
(0.020)
0.003
0.003
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
Page | 37
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
Note
2021
$
2020
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through profit or loss
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Capitalised acquisition costs
Right-of-use assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Employee benefits
Lease liability
Other current liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
10
9
25
11
12
13
14
15
13
16
4,695,313
2,975,024
2,686,846
1,142,095
2,034,323
5,368,039
177,698
171,895
9,594,180
9,657,053
181,261
213,320
2,278,957
3,390,027
42,841
-
2,503,059
3,603,347
12,097,239
13,260,400
425,954
604,296
75,358
26,113
1,934,702
2,462,127
84,444
-
257,421
946,161
-
-
Lease liability
13
27,011
TOTAL NON-CURRENT LIABILITIES
27,011
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
2,489,138
946,161
9,608,101
12,314,239
17
17
33,941,282
33,941,282
4,650,969
4,348,172
(28,984,150)
(25,975,215)
9,608,101
12,314,239
The above Consolidated Statement of Financial Position should be read in conjunction with
accompanying notes.
the
Page | 38
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2021
Attributable to owners of the Company
Share Capital
Share Options
Reserve
Accumulated
Losses
Convertible
Loan
Reserve
Total Equity
$
$
$
$
$
As at 1 July 2020
33,941,282
4,348,172
(25,975,215)
-
12,314,239
Total comprehensive income for
the year
Loss for the year
Total comprehensive
profit for the year
-
-
-
-
(3,008,935)
(3,008,935)
-
-
(3,008,935)
(3,008,935)
Transactions with owners recorded directly into equity
Contributions by and distributions to owners
Issue of options as share-
based payments
Options fees received
-
-
302,520
277
-
-
Balance at 30 June 2021
33,941,282
4,650,969
(28,984,150)
-
-
-
302,520
277
9,608,101
Attributable to owners of the Company
Share Capital
Share Options
Reserve
Accumulated
Losses
Total Equity
Convertible
Loan
Reserve
$
$
$
$
$
As at 1 July 2019
26,930,105
3,652,000
(26,440,984)
10,526
4,151,647
Total comprehensive income for
the year
Profit for the year
Total comprehensive
loss for the year
-
-
Transactions with owners recorded directly into equity
Contributions by and distributions to owners
Issue of ordinary shares
7,569,466
Issue of options as share-
based payments
Options fees received
Conversion of convertible loan
Advances from shareholder
Transaction costs
-
-
-
309,678
(867,967)
-
-
-
695,597
575
-
-
-
465,769
465,769
-
-
-
-
-
-
Balance at 30 June 2020
33,941,282
4,348,172
(25,975,215)
-
-
-
-
-
(10,526)
-
-
-
465,769
465,769
7,569,466
695,597
575
(10,526)
309,678
(867,967)
12,314,239
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Page | 39
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2021
Note
2021
$
2020
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Cash paid to suppliers and employees
Exploration expenditure (net of JV cash calls)
Legal settlement sums received
Cash flow boost received
Options fees received
R&D tax credit
134,024
(1,333,277)
(1,762,577)
-
37,500
-
30,768
Net cash flows (used in) operating activities
10 (b)
(2,893,562)
60,113
(2,014,912)
(1,361,137)
1,000,000
50,000
50,000
281,708
(1,934,228)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of plant and equipment
(40,856)
(160,736)
Acquisition of Australian treasury bonds
-
(4,997,529)
Acquisition of listed investments
Acquisition of exploration tenements
Proceeds from sale of listed investments
Proceeds from sale of tenements
Proceeds from sale of fixed assets
(50,000)
(15,700)
4,733,930
-
-
(1,767,459)
(50,000)
2,779,176
2,625,000
14,103
Net cash flows provided by / (used in) investing
activities
4,627,374
(1,557,445)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of shares (net of costs)
Payment of finance lease liability
Proceeds from issues of unlisted options
Net cash flows (used in) / provided by financing
activities
-
(13,800)
277
(13,523)
6,301,499
(31,186)
575
6,270,888
Net increase in cash and cash equivalents
1,720,289
2,779,215
Cash and cash equivalents at 1 July
2,975,024
195,809
Cash and cash equivalents at 30 June
10(a)
4,695,313
2,975,024
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Page | 40
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 1 Reporting entity
Venus Metals Corporation Limited (the “Company”) is a company domiciled in Australia. The Company’s registered address
is
at Unit 2, 8 Alvan Street, Subiaco, WA 6008, Australia. The consolidated financial statements of the Group as at and for the year
ended 30 June 2021 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group
Entities”) and the Group’s jointly controlled entities. The Group is a for-profit entity and primarily is involved in exploration for gold,
base metals and platinum-group-elements (PGE).
Note 2 Summaries of significant accounting policies
(a) Basis of Preparation
The consolidated financial statements are a general purpose financial statements which have been prepared in accordance with
Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the
Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS)
adopted by the International Accounting Standards Board (IASB). The financial statements are presented in Australian Dollars
(AUD).
Except for cashflow information, the financial statements have been prepared on an accrual 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.
The consolidated financial statements were authorised for issue by the Board of Directors on 30 September 2021.
(b) Going concern
The financial report has been prepared on the going concern basis that contemplates the continuity of normal business activities and
the realisation and extinguishment of liabilities in the ordinary courses of business.
For the year ended 30 June 2021 the Group incurred a loss of $3,008,935 (2020: profit of $465,769) and had working capital
excess of $7,132,063 (2020: Working capital excess of $8,710,892). Based upon the Group’s existing cash resources and short-
term investments of $6,729,636 (2020: $8,343,063) the ability to modify expenditure outlays if required, and to source additional
funds, the Directors consider there are reasonable grounds to believe that the Group will be able to pay its debts as and when they
become due and payable, and therefore the going concern basis of preparation is considered to be appropriate for the Group’s 2021
financial report.
The Board of Directors is aware of the Group’s working capital requirements and the need to access additional equity funding or
asset divestment if required within the next 12 months.
In the event that the Group is not able to continue as a going concern, it may be required to realise assets and extinguish
liabilities other than in the normal course of business and perhaps at amounts different to those stated in its financial report.
(c) New and Revised Accounting Standards Adopted by the Group
The Group has considered the implications of new and amended Accounting Standards which have become applicable for the
current financial reporting period.
Initial adoption of AASB 2020-04: COVID-19-Related Rent Concessions
AASB 2020-4: Amendments to Australian Accounting Standards – COVID-19-Related Rent Concessions amends AASB 16 by
providing a practical expedient that permits lessees to assess whether rent concessions that occur as a direct consequence of
the COVID-19 pandemic and, if certain conditions are met, account for those rent concessions as if they were not lease
modifications.
Initial adoption of AASB 2018-6: Amendments to Australian Accounting Standards – Definition of a Business
AASB 2018-6 amends and narrows the definition of a business specified in AASB 3: Business Combinations, simplifying the
determination of whether a transaction should be accounted for as a business combination or an asset acquisition. Entities may
also perform a calculation and elect to treat certain acquisitions as acquisitions of assets.
Initial adoption of AASB 2018-7: Amendments to Australian Accounting Standards – Definition of Material
This amendment principally amends AASB 101 and AASB 108 by refining the definition of material by improving the wording
and aligning the definition across the standards issued by the AASB.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Initial adoption of AASB 2019-3: Amendments to Australian Accounting Standards – Interest Rate Benchmark
This amendment amends specific hedge accounting requirements to provide relief from the potential effects of the uncertainty
caused by interest rate benchmark reform.
Initial adoption of AASB 2019-1: Amendments to Australian Accounting Standards – References to the Conceptual
Framework
This amendment amends Australian Accounting Standards, Interpretations and other pronouncements to reflect the issuance
of Conceptual Framework for Financial Reporting by the AASB.
The standards listed above did not have any impact on the amounts recognised in prior periods and are not expected to
significantly affect the current or future periods.
(d) Accounting Standards not yet effective
A number of new standards, amendments to standards and interpretations issued by the AASB which are not yet mandatorily
applicable to the Group have not been applied in preparing these financial statements. The Board expects no impact on the
financial statements of the Group.
(e) Significant accounting policies
Principles of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Venus Metals Corporation
Limited) and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. A list of the subsidiaries is provided in Note 19.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date
on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases.
Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on
consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity
of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests". The
Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a
proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests'
proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their
share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately
within the equity section of the statement of financial position and statement of comprehensive income.
Interests in Joint Arrangements
Joint arrangements represent the contractual sharing of control between parties in a business venture where unanimous
decisions about relevant activities are required.
Separate joint venture entities providing joint venturers with an interest to net assets are classified as a "joint venture" and
accounted for using the equity method.
Joint venture operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure
to
each liability of the arrangement. The Group's interests in the assets, liabilities, revenue and expenses of joint operations are
included in the respective line items of the consolidated financial statements.
Gains and losses resulting from sales to a joint operation are recognised to the extent of the other parties' interests. When the
Group makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint
arrangement until it resells those goods/assets to a third party.
Details of the Group's interests in joint arrangements are provided in Note 23.
Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the
requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie
unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair
value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair
values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the use of observable market data.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with
the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market
available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or
minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in
highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements)
may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to
observable market information where such instruments are held as assets. Where this information is not available, other
valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.
its
Valuation techniques
In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation
techniques to measure the fair value of the asset or liability. The Group selects a valuation technique that is appropriate in the
circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data
primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the
Group are consistent with one or more of the following valuation approaches:
•
•
•
Market approach: valuation techniques that use prices and other relevant information generated by market transactions
for identical or similar assets or liabilities.
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single
discounted present value.
Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service
capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or
liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those
techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed
using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and
sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data
is
not available and therefore are developed using the best information available about such assumptions are considered
unobservable.
Fair value hierarchy
AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value
measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can
be categorised into as follows:
Level 1
Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date.
Level 2
Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3
Measurements based on unobservable inputs for the asset or liability.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant
inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are
not based on observable market data, the asset or liability is included in Level 3.
The Group would change the categorisation within the fair value hierarchy only in the following circumstances:
(i)
(ii)
if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or
if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa.
When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e.
transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred.
Page | 43
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
(f) Subsidiaries
Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases.
(g) Jointly controlled operations
A jointly controlled operation is a joint venture by each venture using its own assets in pursuit of the joint operations. The
consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of
pursuing the joint operations, and the expenses that the Group incurs and its share of the income that it earns from the joint
operation.
(h) Income tax
Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following
temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and associates and
jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax
is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the
tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted
or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable
the same
right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or
their tax
assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it
is
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(i) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment
losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the
following:
•
• Any other costs directly attributable to bringing the assets to a working condition for their intended use,
• When the Group has an obligation to remove the assets or restore the site, an estimate of the costs of dismantling and
The cost of materials and direct labour,
removing the items and restoring the site on which they are located, and
• Capitalised borrowing costs.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as difference between the net proceeds
from the disposal and the carrying amount of the item) is recognised in profit or loss.
(ii) Subsequent costs
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the
expenditure will flow to the Group. Ongoing repairs and maintenance are expensed as incurred.
(iii) Depreciation
Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of
internally constructed assets, from the date the asset is completed and ready for use.
Page | 44
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is
depreciated on a reducing balance basis over their useful lives to the entity commencing from the time the asset is held ready
for
use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Plant and equipment
Computer equipment
Motor vehicles
Building improvements
Depreciation Rate
40%
40%
40%
40%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position
date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are
to
included in the statement of profit or loss. When revalued assets are sold, amounts included in the revaluation reserve relating
that asset are transferred to accumulated losses.
(j) Exploration and development expenditure
Exploration and evaluation costs are expensed as incurred. Acquisition expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the
successful development of the area or where activities in the area have not yet reached a stage that permits reasonable
assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area 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 are 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 carry forward costs
relation to that area of interest.
in
Costs of site restoration are provided over the life of the facility 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 determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis in determining the costs of site restoration,
there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation.
Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the
site.
(k) Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
financial instrument. Financial instruments (except for trade receivables) are measured initially at fair value adjusted by
transactions costs, except for those carried “at fair value through profit or loss”, in which case transaction costs are expensed to
profit or loss. Where available, quoted prices in an active market are used to determine the fair value. In other circumstances,
valuation techniques are adopted. Subsequent measurement of financial assets and financial liabilities are described below.
Trade receivables are initially measured at the transaction price if the receivables do not contain a significant financing component
in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price
in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where
applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments,
are classified into the following categories upon initial recognition:
§ amortised cost;
§ fair value through other comprehensive income (FVOCI); and
§ fair value through profit or loss (FVPL).
Classifications are determined by both:
§ The contractual cash flow characteristics of the financial assets; and
§ The entities business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
§
§
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows;
and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where
the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this
category of financial instruments.
Financial assets at fair value through other comprehensive income (Equity instruments)
The Group measures debt instruments at fair value through OCI if both of the following conditions are met:
§
§
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding; and
The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling
the financial asset.
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are
recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost.
The remaining fair value changes are recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair
value through OCI when they meet the definition of equity under AASB 132 Financial Instruments: Presentation and are not held for
trading.
Page | 46
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial
recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets
are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. The Group’s
financial assets at FVPL is disclosed in Note 26 to the financial statements.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group
designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and
financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in fair value are recognised in profit or loss.
Impairment
From 1 July 2019, the Group assesses on a forward looking basis the expected credit losses associated with its debt instruments
carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant
increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by AASB, which requires
expected lifetime losses to be recognised from initial recognition of the receivables.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial
position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled or expires). An
exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the
terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable,
including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in
such a way that all the risks and rewards of ownership are substantially transferred.
All of the following criteria need to be satisfied for derecognition of financial asset:
–
–
–
the right to receive cash flows from the asset has expired or been transferred;
all risk and rewards of ownership of the asset have been substantially transferred; and
the Group no longer controls the asset (ie the Group has no practical ability to make a unilateral decision to sell the
asset to a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the
sum of the consideration received and receivable is recognised in profit or loss.
On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or
loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss.
On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive
income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or
loss, but is transferred to retained earnings.
Page | 47
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
(l) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as
a deduction from equity, net of any tax effects.
(m) Revenue recognition
Interest Income
Interest income is recognised using the effective interest method.
Government Grant
An unconditional government grant is recognised in the statement of profit or loss as other income when the grant becomes
receivable. Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on a systematic
basis in the same period in which the expenses are recognised.
Research and development tax incentives are recognised in the statement of profit or loss as other income when received or when
the amount to be received can be reliably estimated.
(n) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the
asset or as part of an item of 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.
(o) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are
unpaid. The amounts are unsecured and are generally paid within 30 days of recognition.
(p) Earnings per share
(i)
Basic Earnings per Share
Basic earnings per share is determined by dividing net profits after income tax attributable to members of the Group, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares during the year.
(ii)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(q) Critical accounting estimates and judgments
The Directors evaluated 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 externally.
(i) Key Estimates – Impairment
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to
impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use
calculations performed in assessing recoverable amounts incorporate a number of key estimates.
Page | 48
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
(ii) Acquisition Costs
The Group is required to estimate whether there has been an impairment of mineral acquisition costs capitalised.
(iii) Option and Performance Right Valuations
Estimating the fair value for share-based payment transactions requires determination of the most appropriate valuation model,
which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs
to the valuation model including the expected life of the share option or performance right, volatility and making assumptions about
them.
The fair value is determined by a valuation using the Black Scholes Option Pricing Model, using the assumptions detailed in Note
18.
(r) Financial risk management objectives and policies
The Group’s principal financial instruments comprise cash and cash equivalents and financial assets at FVPL.
The main risks arise from the Group’s financial instruments are fair value interest rate risks and market risks. The Board reviews
and agrees policies for managing this risk are summarised below.
Details of the significant accounting policies and methods adopted, including the criterion for recognition, the basis of
measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial
liability and equity instrument are disclosed elsewhere in Note 2 to the financial statements.
(i)
Interest Risk
The Group’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in
market rates.
(ii) Credit Risk
The Group does not have any material credit risk exposure to any single debtor under financial instruments.
(iii) Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows.
(s) Interest in joint ventures
(i) Reimbursement of the joint venture operator’s costs
When the Group, acting as an operator, receives reimbursement of direct costs recharges to the joint venture such recharges
represent reimbursements of cost that the operator incurred as an agent for the joint venture and therefore have no effect on the
statement of comprehensive income.
In many cases, the Group also incurs certain general overhead expenses in carrying out activities on behalf of the joint venture. As
these costs can often not be specifically identified, joint venture agreements allow the operator to recover the general overhead
expenses incurred by charging an overhead fee that is based on a fixed percentage of the total costs incurred for the year, often
in the form of a management fee. Although the purpose of this recharge is very similar to the reimbursement of direct costs,
the Group is not acting as an agent in this case. Therefore, the general overhead expenses and the overhead fee are recognised
in the statement of comprehensive income as an expense and income respectively.
(ii)
Jointly controlled assets
A jointly controlled asset involves joint control and offers joint ownership by the Group and other ventures of assets contributed
or acquired for the purpose of the joint venture, without the formation of a corporation partnership or other entity.
to
Where the Group’s activities are conducted through jointly controlled assets, the Group recognises its share of jointly controlled
assets, and liabilities it has incurred, its share of liabilities incurred jointly with other venturers, related revenue and operating
costs in the financial statements and share of their production.
(iii) Jointly controlled entities
A jointly controlled entity is a corporation, partnership or other entity in which each venturer holds an interest. A jointly controlled
entity operates in the same way as other entities, except that a contractual arrangement established joint control. A jointly
controlled entity controls the assets of the joint venture earns its own income and incurs its own liabilities and expenses.
Interests in jointly controlled entities are accounted for using the equity method.
Page | 49
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Under the equity method, the investment in the joint venture is carried in the statement of financial position at cost plus post
acquisition changes in the Group’s share of net assets of the joint venture. Goodwill relating to the joint venture is included in the
carrying amount of the investment and is neither amortised nor individually tested for impairment.
The statement of comprehensive income reflects the Group’s share of the result of operations of the joint venture. Where there has
been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes and discloses
this, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the
Group and the joint venture are eliminated to the extent of the interest in the joint venture.
The share of the joint venture net profit is shown on the face of the statement of comprehensive income. This is the profit
attributable to venturers in the joint venture.
The financial statements of the joint controlled entities are prepared for the same reporting period as the Group. Where
necessary, adjustments are made to bring the account policies in line with those of the Group.
(t) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are
determined by discounting the expected future cash flow at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised a finance cost.
(u) Employees benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions
are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
(ii) Share-based payment transactions
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the
equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based
transactions are set out in note 18.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over
the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase
in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to
vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods
or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value
of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
For cash-settled share-based payments, liability is recognised for the goods or services acquired, measured initially at the fair
value of the liability. At the end of each reporting period until the liability is settled, and at the date of settlement, the fair value of
the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
(v) Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets transferred by
the Group, liabilities incurred by the Group to the former owners of the acquire and the equity instruments issued by the Group
in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:
• deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and
•
measured in accordance with AASB 112: Income Taxes and AASB 119: Employee Benefits respectively;
liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment
arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in
accordance with AASB 2: Share-based Payment at the acquisition date; and
• assets (or disposal groups) that are classified as held for sale in accordance with AASB 5: Non-current Assets Held for Sale
and Discontinued Operations are measured in accordance with that Standard.
Page | 50
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in
the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the
acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest
in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a
contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes in
the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with
corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional
information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and
circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measurement period
adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is
not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent
consideration that is classified as an asset or liability is remeasured at subsequent reporting dates in accordance with AASB
139: Financial Instruments: Recognition and Measurement or AASB 137: Provisions, Contingent Liabilities and Contingent
Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.
Where a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured
to fair value at the acquisition date (i.e. the date when the Group attains control) and the resulting gain or loss, if any, is
recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been
recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that
interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts
are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new
information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected
the amounts recognised as of that date.
(w) Compound financial instruments
Compound instruments (convertible notes) issued by the Group are classified as either financial liabilities or equity in
accordance with the substance of the arrangements. An option that is convertible and that will be settled by the exchange of a
fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments will be classified as
equity.
The fair value of the liability component is estimated on date of issue. This is done by using the prevailing market interest rate
of the same kind of instrument. This amount is recognised using the effective interest method as a liability at amortised cost
until conversion or the end of life of the instrument.
The equity portion is calculated by deducting the liability amount from the fair value of the instrument as a whole. The equity
portion is not remeasured after initial recognition. Equity will remain as such until the option is exercised. When the option is
exercised a corresponding amount will be transferred to share capital. If the option lapses without the option being exercised
the balance in equity will be recognised in profit or loss.
Costs of the transaction of the issue of convertible instruments are proportionally allocated to the equity and liability. Transaction
costs in regards to the liability are included in the carrying amount of the liability and are amortised over its life using the effective
interest method. Transaction cost in equity is directly recognised in equity.
(x) Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Page | 51
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of
the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted
for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss
as incurred
(y) Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option
is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend
on an index or a rate are expensed in the period in which they are incurred. subsequently measured at amortised cost
using the effective interest method.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
Page | 52
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 3 Operating segments
The Group operates predominantly in the mineral exploration industry in Australia. For management purposes, the Group is
organised into one main operating segment which involves the exploration of minerals in Australia. All of the Group’s activities
are interrelated and discrete financial information is reported to the Board (Chief Operating Decision Maker) as a single
segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment.
The financial results from this segment are equivalent to the financial statements of the Group as a whole.
Geographical information
The Group operates solely in one country, Australia.
Note 4 Revenue and other income
Interest income
Option fee received
Distribution of dividend
Others
Revenue
R&D Tax credit
Cash flow boost
Other income
Legal settlement sums received (1)
2021
$
134,024
-
-
3,230
137,254
30,768
37,500
68,268
2020
$
149,117
50,000
50,000
1,546
250,663
281,708
62,500
344,208
2021
$
2020
$
-
1,000,000
(1) The Group received out-of-court settlement sums from Spectrum Metals Limited, Zebra Minerals Pty Ltd and DJ
Carmichael arising from Zebra Minerals’ acquisition of the Penny West Gold Project which amounted to $1,000,000.
The Company alleged the parties for breaches of fiduciary duty, breaches of confidence and misuse of the
Company’s information in connection with the acquisition of Penny West Gold Project.
Note 5 Employee benefits expense
Wages and salaries
Compulsory social security contributions
Share-based payment transaction expense
2021
$
796,149
82,854
302,520
2020
$
806,906
72,523
695,597
1,181,523
1,575,026
Page | 53
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 6 Income tax
(a)
Numerical reconciliation of income tax
expense to prima facie tax payable
Accounting profit (loss) as per accounts
Less: R&D refund
Profit (loss) from continuing operations before income tax expense
Prima facie tax expense (benefit) from ordinary
activities at 30.0% (2020: 27.5%)
Tax effect of amounts which are not deductible in
calculating taxable income (including R&D rebate)
Movement in unrecognised temporary differences
Tax effect of current year losses for which no deferred tax assets
have been recognised
Income tax expense
(b)
Tax losses
Revenue losses
Capital losses
Total
2020
$
2019
$
(3,008,935)
465,769
(30,768)
(281,708)
(3,039,703)
(911,911)
184,061
50,617
91,319
(434,589)
193,952
(865,583)
1,255,181
621,014
-
-
2021
$
2020
$
22,661,163
-
22,661,163
21,195,513
769,424
21,964,937
Potential tax benefit at 30.0% (2020 27.5%)
6,798,349
6,040,358
The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of
these items because it is not probable that future profit will be available against which the Group can utilise the benefit.
(c)
Deferred tax asset / (liability) not brought to account and carried
forward in relation to:
Tax losses
Section 40-880 deduction
Exploration acquisition costs
Prepayment
Provisions
Plant & Equipment
2021
$
6,798,349
95,831
(572,834)
(53,309)
32,333
(32,015)
6,268,355
2020
$
6,040,358
102,215
(831,114)
(47,271)
47,398
(18,355)
5,293,231
Page | 54
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 7 Related party disclosures
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other costs
Share-based payments
2021
$
410,000
38,950
(9,947)
204,213
643,216
2020
$
430,917
38,556
(10,941)
646,265
1,104,797
Information regarding individual directors’ and executives’ compensation and some equity instruments disclosures as
required by Corporate Regulation 2M.3.03 is provided in the remuneration report section of the Directors’ Report.
Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the
Group since the end of the previous financial year and there were no material contracts involving Director’s interests
existing at year-end.
Transactions with related parties
Transaction between each parent company and its subsidiary which are related parties of that Company are eliminated on
consolidation and are not disclosed in this note.
Loan to key management personnel and their related parties
There are no loans made to directors or other key management personnel of the Company or the Group.
Key management personnel and director transaction
A number of key management persons, or their related parties, hold positions in other entities that result in them having
control or significant influence over the financial or operating policies of those entities.
Zoe Hogan, daughter of Mr Matthew Hogan, is an employee of the Company. She received total remuneration inclusive
of superannuation during the financial year of $42,000 (2020: $42,000) as Office Administrator.
There were no other transactions with related parties during the year.
Note 8 (Loss) / Earnings per share
The calculation of basic and diluted (loss) / earnings per share for the years ended 30 June 2021 and 30 June 2020 were
based on the following:
Net (loss) / profit attributable to ordinary equity holders of
the Company
Weighted average number of ordinary shares used in
calculating basic (loss) / earnings per share
2021
$
2020
$
(3,008,935)
465,769
2021
No.
2020
No.
151,078,683
136,506,206
Page | 55
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 8 (Loss) / Earnings per share (continued)
Effect of dilution:
Share options
Performance rights
Adjusted weighted average number of ordinary
shares (diluted) used in calculating basic diluted (loss) /
earnings per share
Basic (loss) / earnings per share
Diluted (loss) / profit per share
Note 9 Trade and other receivables
Receivables from a joint venture partner
Receivable from the sale of Yalgoo Iron Ore Project (1)
Shares in Rox Resources Limited to be issued (2)
Other receivables
2021
No.
2020
No.
11,775,000
7,500,000
9,000,000
7,500,000
170,353,683
153,006,206
2021
$
2020
$
(0.020)
(0.020)
0.003
0.003
2021
$
25,647
2,608,097
-
53,102
2,686,846
2020
$
30,003
-
1,000,000
112,092
1,142,095
(1) Payment was received on 1 July 2021.
(2) Purchase consideration in the form of Rox Resources Limited’s ordinary shares (41,666,667 shares at deemed
price of $0.024 each) from the sale of 20% interest in Youanmi Gold Project. The ordinary shares were issued
on 30 July 2020 upon approval by Rox Resources’ shareholders during the general meeting.
None of the receivables are past due or impaired.
Note 10 Cash and cash equivalents
(a)
Cash and cash equivalents
Cash at bank and on hand
2021
$
4,695,313
4,695,313
2020
$
2,975,024
2,975,024
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Page | 56
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 10 Cash and cash equivalents (continued)
(b)
Reconciliation of cash flows from operating
activities
(Loss) / Profit for the year
Adjustments for:
- Loss on sale of listed investments
- Depreciation and amortisation
- Share-based payment transaction expenses
- Profit on disposal of fixed assets
- Gain on sale of tenements
- Gain on sale of listed investments
- Gain on distribution of dividend
2021
$
(3,008,935)
126,310
88,859
302,520
-
2020
$
465,769
-
16,141
695,597
(13,809)
(1,393,230)
(3,259,000)
-
-
(624,974)
(50,000)
82,747
(19,259)
(89,004)
(12,500)
851,838
-
- Fair value (gain) / loss on revaluation of listed investments
(476,525)
- Interest on convertible note loan
- Interest income
- Cash flow boost
- Impairment of excess of consideration paid on assets acquired
- Interest income
-
-
-
-
2,665
Changes in:
- Prepayments
- Trade and other receivables
- Trade and other payables
- Employee benefits
- Other current liabilities
Net cash (used in) operating activities
(c) Non-cash financing and investing activities
(i) Sale of additional 0% (2020: 20%) interest in Youanmi Gold Project
to Rox Resources for a consideration of $nil million (2020: $3
million).
Cash consideration
Share consideration
Cost of tenement
Gain on sale
(ii) Sale of 50% (2020: 0%) interest in Yalgoo Iron Ore Project to FIJV
Pty Ltd for a consideration of $2.5 million (2020: Nil).
Cash consideration
Cost of tenement
Gain on sale
Page | 57
(5,803)
(44,752)
(19,539)
58,284
(152,866)
(256,559)
(9,086)
1,677,281
(2,625)
242,665
(2,893,562)
(1,934,228)
2021
$
2020
$
-
-
-
-
2,000,000
1,000,000
(366,000)
2,634,000
2,500,000
(1,106,770)
1,393,230
-
-
-
Total
$
683,830
40,856
-
724,686
553,455
160,736
(30,361)
683,830
470,510
72,915
-
-
543,425
478,273
22,304
-
(30,067)
470,510
181,261
213,320
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 11 Property, plant and equipment
Motor vehicles
$
Plant & equipment
$
461,750
40,856
-
502,606
316,752
144,998
-
461,750
293,972
63,728
-
-
357,700
283,052
10,920
-
-
293,972
144,906
167,778
Cost
Balance 1 July 2020
Additions
Disposals
Balance at 30 June 2021
Balance 1 July 2019
Additions
Disposals
Balance at 30 June 2020
Accumulated depreciation
Balance 1 July 2020
Depreciation charge for the year
Additions
Disposals
Balance at 30 June 2021
Balance 1 July 2019
Depreciation charge for the year
Additions
Disposals
Balance at 30 June 2020
Carrying amounts
At 30 June 2021
At 30 June 2020
Note 12 Capitalised acquisition costs
Cost
Balance at 1 July
Acquisition costs during the year
Disposal during the year (1)
Balance at 30 June
Impairment
Balance at 1 July
Impairment (2)
Balance at 30 June
Carrying amounts
222,080
-
-
222,080
236,703
15,738
(30,361)
222,080
176,538
9,187
-
-
185,725
195,221
11,384
-
(30,067)
176,538
36,355
45,542
Page | 58
2021
$
2020
$
6,371,460
15,700
(1,126,770)
5,260,390
6,687,460
50,000
(366,000)
6,371,460
(2,981,433)
(2,129,595)
-
(2,981,433)
(851,838)
(2,981,433)
2,278,957
3,390,027
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 12 Capitalised acquisition costs (continued)
The ultimate recoupment of capitalised acquisition costs carried forward is dependent on successful development and
commercial exploitation or, alternatively, sale of the respective project areas.
(1) On 30 June 2021, the Group completed the sale of the 50% interest in the Yalgoo Iron Ore Project to FIJV Pty Ltd
for $2.5 million in cash. The cost of the tenement was $1,106,770, making a gain of $1,393,230.
(2) No impairment has been recognised for the year (2020: 70%) to write down the consideration paid in excess of net
assets of Oz Youanmi Gold Pty Ltd amount on consolidation as the Group has sold nil% (2020: 70%) of the Youanmi
Gold Mine’s tenements to Rox Resources Limited.
Note 13 Right-of-use assets and lease liability
The Group’s lease portfolio includes the office lease. The average term of the lease is 3 years with option to extend for
an additional 3 years. Where the option to extend is reasonably certain, this has been included in the calculation.
(a) Carrying value
Balance at inception of the lease
Accumulated depreciation
2021
$
64,262
(21,421)
42,841
2020
$
-
-
-
(b) AASB related amounts recognised in the consolidated statement of profit or loss and other comprehensive income
Depreciation expense
Interest expenses (included in administrative expenses)
(c) Total cash outflows for leases
Repayment of lease liability
(d) Option to extend or terminate
2021
$
21,421
2,233
23,654
2021
$
-
2020
$
-
-
-
2020
$
-
The Group uses hindsight in determining the lease term where contract contains option to extend or terminate the lease.
(e) Lease liabillity
Balance at inception of the lease
Less: Principal repayments
Interest expense on lease liability
Current lease liability
Non-Current lease liability
2021
$
50,891
-
2,233
53,124
26,113
27,011
2020
$
-
-
-
-
-
-
Page | 59
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 13 Right-of-use assets and lease liability (continued)
(f) The maturity analysis of lease liabilities based on contractual undiscounted cash flows is shown in the table below:
< 1 year
$
1-5 years
$
>5 years
$
Total
undiscounted
lease liability
$
Lease liability
included in the
Consolidated
Statement of
Financial Position
$
27,600
27,600
-
-
-
-
55,200
53,124
-
-
30 June 2021
Lease liability
30 June 2020
Lease liability
Note 14 Trade and other payables
Trade payables
Accrued expenses
Refundable deposit
Other payables (including GST payable)
2021
$
126,213
32,208
-
267,533
425,954
2020
$
277,384
69,487
250,000
7,425
604,296
The Group’s exposure to liquidity risk related to trade and other payables is disclosed in Note 21.
Note 15 Employee benefits
Liability for annual leave
Liability for long service leave
Note 16 Other current liabilities
Farmin Agreement (1)
Amount owing to a joint venture partner (2)
2021
$
60,881
14,477
75,358
2021
$
9,278
1,925,424
1,934,702
2020
$
76,490
7,954
84,444
2020
$
14,756
242,665
257,421
(1) On 4 February 2010, the Company entered into Yalgoo Iron Ore Farmin and Joint Venture Heads of Agreement
(Farmin Agreement) with HD Mining & Investment Pty Ltd (HD Mining), a subsidiary of Shandong Provincial Bureau
of Geology & Mineral Resources based in Jinan, Shandong, P.R. of China. HD Mining has earned a 50% interest
in the Yalgoo Iron Ore Project (YIOP). Accordingly, both the Company and HD Mining have formed an
unincorporated joint venture in accordance of the Farmin Agreement. The amount of $9,278 (2020: $14,756)
represents the net book value of fixed assets purchased in relation to the YIOP. This amount has been included in
the Note 11 Property, plant and equipment. The Company completed the sale of the 50% interest in YIOP to FIJV
Pty Ltd on 30 June 2021.
Page | 60
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 16 Other current liabilities (continued)
(2) This amount includes a limited recourse loan which amounted to $1,925,683 (2020: $119,007) advanced by joint
venture partner, Rox Resources Limited (Rox) to Oz Youanmi Gold Pty Ltd, on exploration expenditure pertaining to
Youanmi Gold Mine Project which was 70% held by Rox. Oz Youanmi Gold Pty Ltd has opted not to contribute its
30% share of exploration expenditure under the joint venture and entered into a limited recourse loan arrangement
and repayment under the Term Sheet – Youanmi Gold Project’s clause 21. The term of the loan is interest free with
no fixed maturity.
Note 17 Capital and reserves
Share capital
151,078,683 (2020: 151,078,683 (fully paid ordinary shares)
33,941,282
33,941,282
2021
$
2020
$
On issue at 1 July
Issued during the year
Advances from shareholder
Share issue costs
On issue at 30 June
Ordinary shares
2021
No.
151,078,683
-
-
-
2020
No.
2021
$
2020
$
113,231,358
37,847,325
-
-
33,941,282
-
-
-
26,930,105
7,569,466
309,678
(867,967)
151,078,683
151,078,683
33,941,282
33,941,282
The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid.
All shares rank equally with regard to the Company’s residue assets. The holders of ordinary shares are entitled to receive
dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.
Capital Management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term
shareholder value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets.
The Group is not subject to any externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt levels,
distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.
Reserves – Share Option Reserve
As at 1 July
Share-based payment transactions
Option fee received
As at 30 June
2021
$
4,348,172
302,520
277
4,650,969
2020
$
3,652,000
695,597
575
4,348,172
Page | 61
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 17 Capital and reserves (continued)
Options
As at 1 July
Issued during the year
Exercised during the year
Lapsed during the year
As at 30 June
Performance rights
As at 1 July
Issued during the year
Exercised during the year
Lapsed during the year
As at 30 June
2021
No.
9,000,000
2,775,000
-
-
2020
No.
65,687,722
5,750,000
(29,847,325)
(32,590,397)
11,775,000
9,000,000
2021
No.
7,500,000
-
-
-
7,500,000
2020
No.
-
7,500,000
-
-
7,500,000
Nature and purpose of the share option reserve
Share-based payment reserve
The share option reserve is used to recognise the value of equity-settled share-based payment transaction provided to
employees, including key management personnel, as part of their remuneration and the value of issued options issued during
the year net of listing costs. Refer to Note 18 for further details of these plans.
Note 18 Share-based payment arrangements
Description of the share-based payment arrangements
Employee Equity Incentive Plan (Plan)
On 11 October 2018 the Company established an incentive plan to replace its previous employee share option plan
established on 15 March 2007, under which employees and executive Directors may be offered the opportunity to subscribe
for Shares, Options and Performance Rights (Awards) to acquire Shares in the Company in order to increase the range
of potential incentives available to them and to strengthen links between the Company and its employees.
The Plan is designed to provide incentives to the employees of the Company and to recognise their contribution to the
Company's success. Under the Company's current circumstances, the Directors consider that the incentives to employees
are a cost effective and efficient incentive for the Company as opposed to alternative forms of incentives such as cash
bonuses or increased remuneration. To enable the Company to secure employees and Directors who can assist the
Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Plan
is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging
personnel to acquire and retain significant shareholdings in the Company.
On 26 November 2020, the shareholders approved to issue 1,800,000 unlisted options at an issue price of $0.0001 per
option (each option having an exercise price of $0.30 and an expiry date of 30 November 2023) to the Directors (or their
nominees) as set out below. There are no additional vesting conditions attached to the options other than continuous
employment with the Company.
Director/Nominee
Matthew Vernon Hogan & Zoe Louise Hogan (Mr Matthew
Hogan’s nominee)
Yafco Pty Ltd <3 Bears Super Fund No 1 A/C> (Mr Barry Fehlberg’s nominee)
Mr Peter Charles Hawkins
Mr Selvakumar Arunachalam
Total
Number of Options
600,000
400,000
300,000
500,000
1,800,000
Page | 62
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 18 Share-based payment arrangements (continued)
On 26 November 2020, the Company issued 975,000 unlisted options at an issue price of $0.0001 per option (each option
having an exercise price of $0.30 and an expiry date of 30 November 2023) to employees. 50% of the options granted to the
optionholder will vest and become exercisable on the 30 November 2021 and 50% of the options granted to the optionholder
will vest and become exercisable on 30 November 2022.
Inputs for measurement of grant date fair values
The fair value at grant date is measured using a Black-Scholes option pricing model that takes into account the exercise price,
the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option. Expected volatility is estimated by considering historic average
share price volatility.
The model inputs for the Unlisted Options are:
Grant
Date
Expiry
Date
Exercise
Price
Life of
option
Share
price at
grant date
Expected
share
price
volatility
Dividend
yield
Risk-free
Interest
rate
Fair value
at grant
date
26-Nov-20
30-Nov-23
0.30
3 Years
0.22
86.6%
-
0.11%
10.5 cents
Reconciliation of outstanding unlisted share options
The number and weighted average exercise prices (WAEP) of, and movements in, unlisted share options during the year
are as follows:
Outstanding at 1 July
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at 30 June
Exercisable at 30 June
Number of
options
2021
WAEP
2021
Number of
options
2020
WAEP
2020
9,000,000
2,775,000
-
-
-
11,775,000
10,425,000
$0.28
$0.30
-
-
-
$0.28
$0.28
8,650,000
5,750,000
-
-
(5,400,000)
9,000,000
6,625,000
$0.27
$0.30
-
-
-
$0.28
$0.25
The options outstanding at 30 June 2021 have an exercise price in the range of $0.25 to $0.30 (2020: $0.25 to $0.30)
and weighted average remaining contractual life of years 1.38 (2020: 2.06 years).
The weighted average share price at the date of exercise for share options exercised in 2021 was nil as no unlisted
options were exercised (2020: nil).
Directors, employees and consultants’ expenses
The expenses recognised for directors, employees and consultants during the year is shown in the following tables:
Expenses arising from equity-settled share-based transaction
Total expenses arising from share-based payment transactions
2021
$
302,520
302,520
2020
$
695,597
695,597
Page | 63
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 19 Group entities
Parent entity
Venus Metals Corporation Limited
Subsidiaries
Redscope Enterprises Pty Ltd
Oz Youanmi Gold Pty Ltd
Note 20 Capital commitments
Country of
Ownership interest
Incorporation
2021
2020
Australia
Australia
100%
100%
100%
100%
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration
work to meet the minimum expenditure as specified by Department of Mines and Petroleum.
Contracted for but not provided and payable
Less than one year
Between one and five years
More than five years
2021
$
1,062,837
3,394,776
268,628
4,726,241
2020
$
741,569
2,093,657
280,522
3,115,748
Note 21 Financial instruments
Financial risk management
Overview
The Group has exposure to the following risks arising from financial instrument:
credit risk
liquidity risk
•
•
• market risk (interest rate risk and other price risk)
The note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s management of capital.
Risk management framework
The Board of Directors has overall responsibility for the establishing and oversight of the Group’s risk management
framework. The Board is responsible for developing and monitoring the Group’s risk management policies. The policies
are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to
monitor risks and adherence to limits.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations.
Page | 64
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 21 Financial instruments (continued)
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at end of the reporting period are as follows:
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through profit or loss
Carrying amount
2021
$
4,695,313
2,686,846
2,034,323
9,416,482
2020
$
2,975,024
1,142,095
5,368,039
9,485,158
Trade and other receivables
The maximum exposure to credit risk for other receivables at the end of the reporting period by geographic region was as
follows:
Australia
Impairment losses
None of the Group’s other receivables are past due (2020: nil).
Carrying amount
2021
$
2,686,846
2020
$
1,142,095
Cash and cash equivalents
The Group held cash and cash equivalents of $4,695,313 as at 30 June 2021 (2020: $2,975,024), which represents its
maximum credit exposure on these assets. The cash and cash equivalents are held with a bank which is rated AA-,
based on Standard and Poor’s rating agency.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligation associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as
far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
Page | 65
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 21 Financial instruments (continued)
The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, excluding
the impact of netting agreements:
Carrying
amount
Contractual
cash flows
2 months
o r
less
2-12
months
1-2
years
2-5
years
More
than 5
years
30 June 2021
Trade and other payables
Lease liability
30 June 2020
Trade and other payables
425,954
53,124
479,078
(425,954)
(53,124)
(479,078)
(425,954)
-
(425,954)
604,296
604,296
(604,296)
(604,296)
(604,296)
(604,296)
-
-
-
-
-
-
(53,124)
(53,124)
-
-
-
-
-
-
-
-
-
-
-
-
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly
different amounts.
Interest rate risk
Profile
At the end of the reporting period the interest rate profile of the Group’s interest bearing financial instruments as reported
to the management of the Group was as follows:
Variable rate instruments
Financial assets
Financial liabilities
2021
$
2020
$
6,729,636
-
6,729,636
8,343,063
-
8,343,063
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the end of reporting period would have increased (decreased) equity
and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
30 June 2021
Variable rate instruments
Cash flow sensitivity (net)
30 June 2020
Variable rate instruments
Cash flow sensitivity (net)
Profit or loss
Equity
100bp
Increase
$
100bp
decrease
$
100bp
increase
$
100bp
decrease
$
(67,296)
(67,296)
67,296
67,296
(67,296)
67,296
(67,296)
67,296
(83,431)
(83,431)
83,431
83,431
(83,431)
83,431
(83,431)
83,431
Page | 66
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 21 Financial instruments (continued)
Other price risk
Other price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices largely due to demand and supply factors (other than those arising from interest rate risk or
foreign currency risk) for commodities.
The Group is also exposed to securities price risk on investments held for trading over the medium to longer terms. Such
risk is managed through diversification of investments across industries and geographical locations.
The Group’s investments are held in the following sectors at the end of the reporting period:
Mining and minerals
Australian Treasury Bonds
Fair values
2021
%
100
0
100
2020
%
8
92
100
Fair value versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement
of financial position are as follows:
Assets
Cash and cash equivalents
Other receivables
Other financial assets
Liabilities
Trade and other payables
Lease liability
30 June 2021
Carrying
amount
$
4,695,313
2,686,846
2,034,323
9,416,482
Fair value
$
4,695,313
2,686,846
2,034,323
9,416,482
Carrying
amount
$
2,975,024
1,142,095
5,368,039
9,485,158
30 June 2020
Fair value
$
2,975,024
1,142,095
5,368,039
9,485,158
425,954
53,124
479,078
425,954
53,124
479,078
604,296
-
604,296
604,296
-
604,296
Financial risk management objectives
The Group’s corporate treasury function provides services to the business, co-ordinates access to domestic and
international financial markets, monitors and manages the financial risks relating to the operations of the Group through
internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including fair
value interest rate risk and price risk), credit risk and liquidity risk.
Page | 67
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 22 Contingent liabilities
Royalty payable under the Henderson Gold-Nickel Project’s tenement:
On 9 April 2020, the Company entered into a joint venture agreement with Prospector on exploration tenement E20/520 on the
following terms:
•
•
90% Company and 10% (free-carried interest) Prospector
The 10% interest can be converted into 1% Net Smelter Royalty at mining stage, payable by the Company to the
Prospector, at the election of the Prospector.
Guarantees
Guarantees given in respect of bank security bonds is nil (2020: nil), secured by cash deposits lodged as security with the
bank.
No material losses are anticipated in respect of any of the above contingent liabilities.
Note 23 Joint venture
The Company had a 50% interest in the Yalgoo Iron Ore Joint Venture, an unincorporated joint venture whose principal activity
is to jointly explore the tenements in Yalgoo, Western Australia with the other 50% joint venture holder, HD Mining &
Investments Pty Ltd (HD Mining), for iron ore and if warranted, to develop an iron ore mining operation. The Company and
HD Mining agree to fund the joint venture expenditure base on a jointly approved annual operating programs and budgets.
The Company completed the sale of the 50% in the joint venture to FIJV Pty Ltd on 30 June 2021.
The following amounts are included in the Group’s consolidated financial statements.
Current assets
Current liabilities
Expenses for the year
2021
$
25,647
2020
$
30,003
9,278
14,756
108,216
103,297
Page | 68
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 24 Parent entity disclosures
As at, and throughout, the financial year ended 30 June 2021 the parent entity of the Group was Venus Metals Corporation
Limited.
Result of parent entity
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Financial position of parent entity at year end
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Total equity of the parent entity comprising of:
Share capital
Reserves
Accumulated losses
Total equity
Parent entity contingencies
2021
$
2020
$
(1,197,870)
(1,199,076)
-
-
(1,197,870)
(1,199,076)
2021
$
2020
$
9,594,180
9,657,084
6,458,242
7,554,380
16,052,422
17,211,464
6,536,172
6,827,153
27,011
-
6,563,183
6,827,153
9,489,239
10,384,311
33,631,603
33,631,603
4,650,970
4,348,172
(28,793,334)
(27,595,464)
9,489,239
10,384,311
Other than those disclosed in Notes 20 and 22, the parent entity has no other guarantees, capital commitments and contingent
liabilities as at 30 June 2021 (2020: nil).
Page | 69
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 25 Financial assets at fair value through profit or loss
Equity securities – available-for-sale (1)
Australian Treasury Bonds (2)
Share options in listed entity
2021
$
2,033,333
-
990
2020
$
420,000
4,947,709
330
2,034,323
5,368,039
(1) The Company holds 37.5 million shares in eMetals Limited (ASX: EMT) and 2,777,778 shares in Rox Resources
Limited (ASX: RXL) at reporting date.
(2) The treasury bonds pay interest semi-annually with interest rate ranging from 4.25% to 5.75% annually. The treasury
bonds were redeemed in May 2021.
The fair value of the equity securities and share options as at 30 June 2021 was based on the ASX quoted market value. These
investments are a financial asset at fair value through profit or loss.
The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition:
•
financial assets at fair value through profit or loss
The Group does not subsequently measure any liabilities at fair value on a non-recurring basis.
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.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more
valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.
If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one
or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.
Valuation techniques
The Group 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 techniques selected by the Group are consistent
with one or more of the following valuation approaches:
–
–
–
Market approach uses prices and other relevant information generated by market transactions
for identical or similar assets or liabilities.
Income approach converts estimated future cash flows or income and expenses into a single
discounted present value.
Cost approach reflects the current replacement cost of an asset at its current service capacity.
Page | 70
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Note 25 Financial assets at fair value through profit or loss (continued)
The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a
recurring basis after initial recognition and their categorisation within the fair value hierarchy:
Recurring fair value measurements
Financial assets
Financial assets at fair value through profit or
loss:
–
–
Australian listed shares
Options - Listed
Total financial assets recognised at fair value
on a recurring basis
Recurring fair value measurements
Financial assets
Financial assets at fair value through profit or
loss:
–
–
–
-
-
Australian listed shares
Australian Government treasury bonds
- Options - Listed
Total financial assets recognised at fair value
on a recurring basis
Note 26 Auditor’s remuneration
Audit services
Auditors of the Group
Stantons
Audit and review of financial statements
Note 27 Subsequent events
30 June 2021
Level 1
$
Level 2
$
Level 3
$
Total
$
2,033,333
990
2,034,323
-
-
-
-
-
-
2,033,333
990
2,034,323
30 June 2020
Level 1
$
Level 2
$
Level 3
$
Total
$
420,000
4,947,709
330
5,368,039
-
-
-
-
-
-
-
-
420,000
4,947,709
330
5,363,039
2021
$
2020
$
44,209
48,889
There has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors
of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affair of
the Group, in the future financial years.
Page | 71
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
DIRECTORS’ DECLARATION
1.
(a)
(b)
2.
3.
In the opinion of the Directors of Venus Metals Corporation Limited (the “Company”):
The consolidated financial statements and notes, and the Remuneration Report in the Directors’ Report are in
accordance with the Corporations Act 2001, including:
(i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and its performance, for the
financial year ended on that date, and
(ii) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and
the Corporations Regulations 2001;
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable, and
The directors have been given the declarations required by section 295A of the Corporations Act 2001 from the
Managing Director for the financial year ended 30 June 2021.
The consolidated financial statements also complies with International Financial Reporting Standards as disclosed
in note 2(a) to the consolidated financial statements.
Signed in accordance with a resolution of the Directors.
Matthew Vernon Hogan
Managing Director
Perth, Western Australia
30 September 2021
Page | 72
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VENUS METALS CORPORATION LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Venus Metals Corporation Limited (“the Company”) and its subsidiaries
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2021, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies, and the directors'
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Company in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board's APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our
audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Liability limited by a scheme approved under Professional Standards Legislation
Page | 73
Stantons Is a member of the Russell
Bedford International network of firms
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matter
How the matter was addressed in the audit
Carrying Value of Capitalised Acquisition
Costs
As disclosed in Note 12 to the consolidated
financial statements, the carrying value of the
capitalised acquisition costs as at 30 June 2021
amounted to $2,278,957 (2020: $3,390,027).
We identified the carrying value of capitalised
acquisition costs as a key audit matter due to:
•
•
•
significance of
The
the expenditure
capitalised representing 18% of total assets;
the requirements of
The necessity to assess management’s
application of
the
accounting standard Exploration for and
Evaluation of Mineral Resources (“AASB 6”),
in light of any indicators of impairment that
may be present; and
The assessment of significant judgements
made by management in relation to the
capitalised exploration and evaluation
expenditure.
Inter alia, our audit procedures included the
following:
i. Assessing the Group’s right to tenure over
the
exploration assets by corroborating
ownership of the relevant licences for mineral
resources
to government registries and
relevant third-party documentation;
ii. Reviewing the directors’ assessment of the
carrying value of the capitalised exploration
and evaluation costs, ensuring the veracity of
the
assessing
management’s consideration of potential
impairment indicators, commodity prices and
the stage of the Group’s projects also against
AASB 6;
presented
data
and
iii. Evaluating
the Group’s documents
for
consistency with the intentions for continuing
exploration and evaluation activities in areas
of interest and corroborated in discussions
with management. The documents we
evaluated included:
▪ Minutes of the board and management;
and
▪ Announcements made by the Group to the
Australian Securities Exchange; and
iv. Assessing the requirements of accounting
standard AASB 6 and adequacy of
financial
disclosures
statements.
the consolidated
in
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2021 but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance opinion thereon.
Page | 74
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity's preparation of the financial report that gives a true
and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial
report.
We conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
Page | 75
We evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that achieves
fair presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in Internal control that we identify
during our audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit
engagements. We also provide the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 18 to 24 of the directors’ report for the year
ended 30 June 2021.
In our opinion, the Remuneration Report of Venus Metals Corporation Limited for the year ended 30 June
2021 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Samir Tirodkar
Director
West Perth, Western Australia
30 September 2021
Page | 76
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The
information is current as at 24 September 2021.
1. Voting Rights
Ordinary Share
All issued ordinary shares carry voting rights on a one-for-one basis.
Unquoted Options:
There are no voting rights attached to unquoted options.
Unquoted Performance Rights:
There are no voting rights attached to unquoted performance rights
There are no other classes of equity securities.
2. Substantial Shareholders
Ordinary Shareholders
Fully paid or d i n a r y
s h a r e s
N umber
Percentage
MR CHRISTOPHER IAN WALLIN & MS FIONA KAY MCLOUGHLIN
& MRS SYLVIA FAY BHATIA
26,064,128
17.25%
PAZIFIK PTY LTD
20,000,000
13.24%
3. Distribution of Holders of Ordinary Shares
Category
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
No of
holders
No of ordinary
shares
Percentage
198
318
227
491
153
31,101
0.02%
1,048,452
0.69%
1,934,156
1.28%
17,688,588
11.71%
130,376,386
86.30%
1,387
151,078,683
100.00%
The number of shareholders holding less than a marketable parcel of ordinary shares (market value less than $500)
is 332.
Page | 77
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
ASX ADDITIONAL INFORMATION
4. Distribution of Holders of Unquoted Options
Category
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
No of
holders
No of unquoted
options
Percentage
0
0
0
0
18
18
0
0
0
0
0.00%
0.00%
0.00%
0.00%
11,775,000
100.00%
11,775,000
100.00%
5. Distribution of Holders of Unquoted Performance Rights
Category
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
No of
holders
No of unquoted
performance rights
Percentage
0
0
0
0
4
4
0
0
0
0
0.00%
0.00%
0.00%
0.00%
7,500,000
100.00%
7,500,000
100.00%
Page | 78
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
6. Twenty Largest Holders of Quoted Equity Securities
Name
Number
Percentage
Mr Christopher Ian Wallin & Ms Fiona Kay McLoughlin & Mrs
Sylvia Fay Bhatia
20,064,128
13.28%
Pazifik Pty Ltd
20,000,000
13.24%
Mr Lafras Luitingh
Mr Christopher Ian Wallin
6,522,082
4.32%
6,000,000
3.97%
Investment Holdings Pty Ltd
5,000,000
3.31%
Mrs Wendy Carolyn Hogan
Mrs Marisa Mackow
3,624,344
2.43%
2,826,000
1.87%
BMP Gold Mines Pty Ltd
2,820,000
1.87%
TT Nicolls Pty Ltd
2,723,334
1.80%
BMP Gold Mines Pty Ltd
2,259,426
1.50%
Bazco Pty Ltd
Mr Peter Piotr Mackow
HD Mining & Investment Pty Ltd
2,250,000
1.46%
2,212,962
1.46%
2,000,000
1.32%
NDPM Pty Ltd
1,800,000
1.19%
BNP Paribas Nominees Pty Ltd
1,772,369
1.17%
Aurea Productions Pty Ltd
1,543,630
1.02%
Balthazar Pty Ltd (Balthazar P/L Exec S/F A/c>
1,475,000
0.98%
Yafco Pty Ltd <3 Bears Super Fund No 1 A/c>
1,300,000
0.86%
Squirrell Pty Ltd
1,290,000
0.85%
Oceanic Capital Pty Ltd
Top 20 Total
1,200,000
0.79%
88,733,275
58.73%
7. On-Market Buy-Back
There is currently no on-market-buy back.
Page | 79
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
ASX ADDITIONAL INFORMATION
8. Schedule of Tenements
Project
Youanmi
Youanmi
Youanmi
Curran Wells
Youanmi
Youanmi
Pincher Well
Pincher Well
Youanmi
Youanmi
Youanmi
Youanmi
Penny West East
Youanmi
Youanmi
Currans Find JV
Pinchers JV
Youanmi Gold ML
Bellchambers/Sandstone
Bridgetown East
Henderson
Tenement
E 57/982
E 57/985
E 57/986
E 57/1011-I
P 57/1365
P 57/1366
E 57/1018
E 57/1019-I
E 57/1023-I
E 57/1078
E 57/983
E 57/1103
E 57/1128
E 57/1129
E 57/1156
M57/641
M57/642
M57/10
M57/109
M57/135
M57/160A
M57/164
M57/165
M57/166
M57/167
M57/51
M57/75
M57/97
E 57/984
E 57/981
E 57/1152
E 70/5315
E 70/5316
E 70/5620
E 70/5712
E 29/1112
E 30/519
E 30/520
Date of Grant
5/09/2016
% Venus Interest
90%
Base Metals
45% Gold
Youanmi JV
100%
Base Metals
50% Gold
VMC JV
100%
100%
100%
100%
100%
45%
45%
30%
OYG JV
90%
100%
100%
100%
100%
100%
100%
100%
100%
90%
31/03/2016
28/01/2015
18/11/2015
5/11/2015
5/11/2015
5/09/2016
20/10/2015
5/09/2016
13/06/2018
4/02/2015
28/05/2019
18/02/2020
2/07/2020
2/03/2021
2/07/2018
2/07/2018
30/05/1984
03/03/1989
09/10/1989
14/12/1989
31/01/1990
31/01/1990
31/01/1990
31/01/1990
25/02/1987
22/04/1988
19/05/1988
17/03/2015
5/09/2016
10/02/2021
2/07/2020
3/07/2020
22/04/2021
26/08/2021
2/07/2021
5/02/2021
17/02/2021
Page | 80
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021
8. Schedule of Tenements (continued)
Project
Mangaroon North
Southern Cross East
Mt Magnet SE
Nardoo West
Narndee North
Curara Well
Tenement
E 08/3229
E 09/2422
E 15/1796
E 58/569
P 58/1870
P 58/1871
P 58/1872
P 58/1873
P 58/1874
P 58/1875
E 09/2362
E 58/561
E 52/3068-I
E 52/3069-I
E 52/3320-I
E 52/3486
E 52/3487
E 52/3488
E 52/3489
Date of Grant
% Venus Interest
22/07/2021
8/07/2021
12/07/2021
25/05/2021
21/04/2021
21/04/2021
21/04/2021
1/07/2021
1/07/2021
1/07/2021
2/07/2020
22/12/2020
5/01/2016
10/02/2016
20/12/2016
15/05/2018
19/01/2018
15/05/2018
15/05/2018
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
20%
20%
20%
20%
20%
20%
20%
Curara Well JV
(VMC-AIC Mines
Ltd)
Page | 81
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2021