VENUS METALS
CORPORATION LIMITED
ABN 99 123 250 582
ANNUAL REPORT
2022
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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, 40 Kings Park Road
West Perth WA 6005
AUSTRALIA
SHARE REGISTRY
Automic Group
Level 5, 191 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 Georges 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 2022
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 ........................................................................................... 76
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
REVIEW OF OPERATIONS
SUMMARY
During 2021-2022, Venus Metals Corporation Ltd (VMC or the Company) carried out exploration activities on its diverse
portfolio of projects (Figure 1) focusing mainly on Gold, Lithium, Rare Earths, Base Metals and Vanadium. 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 2022
YOUANMI GOLD PROJECT (Venus 30%; RXL 70%)
(Four JVs with Rox Resources Ltd- refer ASX releases 10 April 2019 and 21 June 2019)
The Youanmi Near Surface Resource increased by 204koz Au to 1,004koz Au. This resource upgrade incorporates
16,000m of additional RC drilling above 160m vertical depth and delivers a 26% increase in the Near Surface Resource
contained gold. The upgraded Near Surface Resource increases the overall Youanmi gold inventory to 3.2 million oz
Au (refer RXL ASX release 20 April 2022). Albion Process Technology test work achieved an average of 92.2% gold
extraction (up to 94%) for Youanmi Deeps mineralisation (refer RXL ASX release 23 December 2021).
New hanging-wall lode ‘Midway’ continues to return high-grade results as follow up drilling confirms at least 160m of plunge
continuity including RXRC449: 8m @ 5.1g/t Au from 212m including 4m @ 9.45g/t Au from 212m and 4m @ 6.03g/t Au
from 140m (refer RXL ASX release 8 June 2022). RC drilling at the Grace Prospect down to a minimum 40m vertical depth
on a closely spaced drill pattern has further delineated high-grade, free milling mineralization close to surface adjacent to
historical mining operations (refer RXL ASX release 22 June 2022).
BRIDGETOWN GREENBUSHES EAST LITHIUM-BASE METALS EXPLORATION PROJECT
VMC’s Greenbushes East Lithium and Bridgetown East Ni-Cu-PGE Projects comprise four granted tenements held by a
Venus Subsidiary, E70/5315, E70/5316, E70/5620 and E70/5712, and two exploration applications, E70/6009 and E
70/5675 (VMC). The western boundary of the VMC and Venus Subsidiary tenure abuts the Greenbushes mining leases.
IGO Limited Investment Farm-In / Joint Venture and Placement: Farm-in and Joint Venture in which IGO Subsidiary
can progressively acquire up to a 70% interest in the Bridgetown Greenbushes Exploration Project by incurring
A$6,000,000 of exploration expenditure on the Project. IGO Subsidiary will sole fund all Joint Venture expenditure until the
completion of a pre-feasibility study in relation to the Project. IGO Limited subscribed for 9,000,000 fully paid ordinary
shares in VMC at $0.23c per share (refer ASX release 27 June 2022 for details of Farm-in and Joint Venture terms).
MANGAROON NORTH RARE EARTH PROJECT (100% Venus)
Venus Metals is well positioned with four tenements located adjacent to the Mangaroon-Yangibana rare earth (REE)
mineralised zone. These tenements are considered prospective for REE due to the presence of similar host lithologies
as Dreadnaught’ Yin and Yangibana deposits, geological continuity and linear and circular structures along major
northwest-trending trans-lithospheric faults, including the Edmund Fault, that intersect Venus’ tenements. These faults are
interpreted to have acted as pathways for carbonatitic or ferro-carbonatitic melts or brine-melts. Multiple priority targets
at Mangaroon North have been identified based on processed remote-sensed ASTER and Sentinel data, geology
and regolith maps, ortho-images, and radiometric data. A field programme of mapping and sampling is in progress
(refer ASX release 5 September 2022).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
MARVEL LOCH EAST RARE EARTH PROJECT (100% Venus)
Venus’ Marvel Loch East Rare Earth Project is comprised of one granted exploration licence (E15/1796) and four
applications (ELAs 15/1944, 15/1946, 15/1947 and 77/2721) for a total area of 283 blocks (828 km2). E15/1796 covers
aeromagnetic highs within granite terrain has been historically interpreted as representing an arcuate remnant greenstone
belt with associated mafic-ultramafic rocks; most of the EL is covered by sandplain and salt lake sediments with few sub-
and outcrops of mainly granitic rocks. Recently, Venus completed a wide-spaced geochemical survey with interpretation
of results are in progress (refer ASX release 28 July 2022).
YOUANMI BASE METALS - REE PROJECT (100% Venus)
Wide-spaced reconnaissance aircore drilling on E57/1128 confirmed the presence of sheared mafic-ultramafic bedrock
under cover along an east-southeast trending structure that splays off the Youanmi Shear Zone close to the Penny Gold
Mine and makes this trend prospective for gold and base metals mineralization. Anomalous rare earth elements (REE)
were detected in several holes (refer ASX release 31 May 2022). Follow-up RC drilling is planned to explore the extent of
the REE-mineralized zone.
An RC drilling program comprising 13 holes for c. 2,000m was completed at the Pincher Zinc-Copper prospect on E
57/1019. The drilling (refer ASX release 24 May 2022) targeted a historical strong induced polarization (IP) anomaly that
is located south of previously drilled high-grade zinc mineralization. Assays are in progress.
HENDERSON LITHIUM-GOLD-NICKEL PROJECT (90% Venus)
The Mt Ida/Ularring Greenstone Belt is recognised as an emerging Lithium Province following the discovery of spodumene-
rich Lithium pegmatites near the Mt Ida gold Mine, located some 15 km northwest from the Henderson Project. Historical
geological mapping and recent fieldwork by Venus identified pegmatite dykes cross-cutting the greenstone sequence. Of
particular interest is the Emerald SE area which shows a relatively high density of outcropping LCT pegmatites with lithium
content over 100 ppm LiO2, including a maximum assay of 5.8 %LiO2 returned from one narrow, 1m wide, pegmatite.
A spatial zonation of rare-element mineralogy can be expected in this class of pegmatites and a key focus for further
exploration will therefore be the drill testing of the Lithium pegmatites. A Phase2 Reverse Circulation (RC) drilling program
was completed (31 holes for a total depth of 2834m) and interpretation of assays is in progress.
YOUANMI VANADIUM PROJECT (E57/986 90% Venus)
A comprehensive hydrometallurgical study to develop an integrated process flow sheet for the extraction of vanadium, iron
and titanium was conducted by the Hydrometallurgy Research Group (HRG) at Murdoch University, Western Australia.
Tests show blended composite raw material grading 0.66% V2O5 and 44.38% Fe2O3 can be upgraded by a simple
concentrate process to 1.07% V2O5 and 65.3% Fe2O3 (Hematite). Low acid consumption is achieved after a 70% acid
recovery by a new process. A provisional patent application for the Youanmi oxide ore process has been lodged and
accepted with IP Australia (refer ASX release 11 May 2022).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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 2022
OYG JV -YOUANMI GOLD MINE (30% Venus and 70% RXL)
The Youanmi Near Surface Resource increased by 204Koz Au to 1,004Koz Au (refer RXL ASX release 20 April 2022).
This resource upgrade incorporates 16,000m of additional RC drilling above 160m vertical depth and delivers a 26%
increase in the Near Surface Resource contained gold. The upgraded Near Surface Resource increases the overall
Youanmi gold inventory to 3.2 mil oz Au, up 7% from 3.0 mil oz Au reported in January 2022 (refer RXL ASX release 20
January 2022) and up 93% from the 1.7 mil oz Au Mineral Resource inventory reported in June 2021 (refer RXL ASX 23
June 2021) (Table-1 and Figures 3 & 4).
Table-1
(refer RXL ASX release 20 April 2022)
Previous drilling in 2021 has identified high-grade mineralisation in a newly delineated position in the hanging wall to the
main Youanmi Mine Lode. This zone of mineralisation is situated 300m south of the Youanmi underground mine between
the Bunker Pit and the Youanmi Main Pit (Figure 5).
One RC hole was completed 160m up plunge of RXDD022 to determine lode continuity into shallow depths previously
untested by drilling. This has now returned the following strong results:
RXRC449: 8m @ 5.1g/t Au from 212m including 4m @ 9.45g/t Au from 212m and 4m @ 6.03g/t Au from 140m. This drilling
confirms at least 160m of plunge continuity for high-grade mineralisation at Midway (refer RXL ASX release 8 June 2022).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
Figure 3 . Growth in Youanmi Total Gold Resources.
Figure 4. 3D View of Youanmi Underground Resource Model and Near Mine Part of Near Surface Model.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
Figure 5. Plan view of Youanmi Mine Area with resource block model and Rox drill intercepts.
Midway sits outside areas of known mineralisation (refer RXL ASX release 8 June 2022).
2. BRIDGETOWN GREENBUSHES LITHIUM-BASE METALS EXPLORATION PROJECT
VMC’s Greenbushes East Lithium and Bridgetown East Ni-Cu-PGE Projects comprise four granted tenements held by a
Venus Subsidiary, E70/5315, E70/5316, E70/5620 and E70/5712, and two exploration applications, E70/6009 (Venus
Subsidiary), and E 70/5675 (100% VMC). The western boundary of the VMC and Venus Subsidiary tenure abuts the
Greenbushes mining leases (Figure 6). IGO holds a 49% interest in a global joint venture with Tianqi Lithium Corporation.
The joint venture has a 51% interest in the Greenbushes Lithium Mine.
Venus’ subsidiary has entered a binding transaction with a subsidiary of IGO Limited regarding exploration and, if warranted,
development and mining at its Bridgetown Greenbushes Exploration Project (refer ASX release 27 June 2022). Farm-in and
Joint Venture in which IGO Subsidiary can progressively acquire up to a 70% interest in the Bridgetown Greenbushes
Exploration Project by incurring A$6,000,000 of exploration expenditure on the Project. IGO Subsidiary will sole fund all Joint
Venture expenditure until the completion of a pre-feasibility study in relation to the Project. In connection with the farm-in
and joint venture, IGO Limited has subscribed for 9 million fully paid ordinary shares in VMC, at an issue price of $0.23 per
share (“Placement Shares”), raising $2,070,000 (before costs) (refer ASX release 27 June 2022 for details of Farm-in and
Joint Venture terms).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
Figure 6. Location plan of Venus tenements in relation to the Greenbushes Lithium Mines.
3. MANGAROON NORTH RARE EARTH PROJECT (100% Venus)
Venus Metals is well positioned with four tenements (E08/3229, E08/3375, E09/2422, and E09/2541) located adjacent to
Mangaroon-Yangibana rare earth (REE) mineralised zone. Venus’s E09/2541 abuts Hastings Technology Metals Ltd
(HAS) Yangibana tenement, Dreadnought Resources Ltd (DRE) Yin tenement and Lanthanein Resources Ltd (LNR)
tenement. The other three ELs (E08/3229, E09/2422 and ELA08/3755) all abut Dreadnought’s tenure (Figure 7). Venus’
Mangaroon North project tenements are considered prospective for REE due to the following:
• Same host lithologies as Yin and Yangibana are present within Venus’ tenements. Geological continuity from Yin and
Yangibana along the regional northwest strike.
• Linear and circular structures along major northwest-trending translithospheric faults, including the Edmund Fault,
intersect Venus’ tenements. These faults are interpreted to have acted as pathways for carbonatitic or ferro-carbonatitic
melts or brine-melts.
• Proven ironstones in the carbonatite complex have distinct signatures in ASTER and Sentinel maps. Presence of
ironstones and K, Th, and U anomalies in all Venus’ tenements.
Multiple priority targets at Mangaroon North have been identified based on processed remote-sensed ASTER and Sentinel
data, geology and regolith maps, ortho-images, and radiometric data (Figure 7). A field programme of mapping and
sampling in progress (refer ASX release 5 September 2022).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
Figure 7. Location of Venus Mangaroon Rare Earth Project Tenements E09/2541,E08/3229, E09/2422 and ELA08/3375 (in
the name of Redscope Enterprises Pty Ltd a wholly owned subsidiary of Venus Metals) and Dreadnought Resources (DRE)
and Hastings Technology Metals (HAS) Lanthanein Resources (LNR) Tenure shown on regional geology map.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
4. MARVEL LOCH EAST RARE EARTH PROJECT (100% Venus)
Venus’ Marvel Loch East Rare Earth Project comprises one granted exploration licence (E15/1796) and four applications
(ELA15/1944,15/1946,15/1947 and E77/2721) for a total area of 283 blocks (828 km2 ). E15/1796 covers aeromagnetic highs
within granite terrain has been historically interpreted as representing an arcuate remnant greenstone belt with associated
mafic-ultramafic rocks; most of the EL is covered by sandplain and Salt Lake sediments with few sub- and outcrops of mainly
granitic rocks. Recently, Venus completed a wide-spaced geochemical survey with interpretation of results are in progress
(refer ASX release 28 July 2022).
Figure 8. Location of Marvel Loch East REE Project Tenements.
5.
YOUANMI BASE METALS - REE PROJECT (100% Venus)
An interpretation of regional aeromagnetic data by Consultant CORE Geophysics identified several structural targets and
prospective lithologies on E 57/1128 (Figure 9), some 4km east of Ramelius Resources Limited’s Penny Gold Mine. Wide-
spaced reconnaissance aircore drilling confirmed the presence of sheared mafic-ultramafic bedrock under cover along an east-
southeast trending structure that splays off the Youanmi Shear Zone close to the Penny Gold Mine and makes this trend
prospective for gold and base metals mineralization. Anomalous rare earth elements (REE) were detected in several holes (refer
ASX release 31 May 2022). Follow-up RC drilling is planned to explore the extent of the REE-mineralized zone.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
Figure 9. Structural Interpretation of aeromagnetic data and location of aircore drillholes in E57/1128.
A RC drilling program comprising 13 holes for c. 2,000m was completed at the Pincher Zinc-Copper prospect on E 57/1019. The
drilling (refer ASX release 24 May 2022) targeted a historical strong induced polarization (IP) anomaly that is located south of
previously drilled high-grade zinc (Zn). Mineralisation. Assays are in progress.
6.
HENDERSON LITHIUM-GOLD-NICKEL PROJECT (90% Venus):
The Henderson Project comprises five exploration licences covering an approximately 800 km2 area including about 25 km strike
length of the Mt Ida/Ularring Greenstone Belt, historically known for its gold production but more recently also recognized as an
emerging Lithium Province following the discovery of spodumene-rich pegmatites near the Mt Ida Gold Mine, located some 15
km northwest from the Henderson Project area (Figure 10) (refer RDT ASX release 28 September 2021). VMC initiated a review
into the hard-rock lithium potential of the Henderson tenements in October 2021 and completed a sampling and mapping
programme to determine the composition and mineralogy of outcropping pegmatites. Exploration to date has identified several
outcropping LCT pegmatite clusters spread over a total strike length of some 20km along the western margin of the Mt
Ida/Ularring Greenstone Belt (refer ASX releases 27 October 2021 and 7 February 2022). Of particular interest is the Emerald
SE area which shows a relatively high density of outcropping pegmatites with lithium content over 100 ppm LiO2, including a
maximum assay of 5.8 %LiO2 returned from one narrow, 1m wide, pegmatite (refer ASX release 27 May 2022).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
A spatial zonation of rare-element mineralogy can be expected in this class of pegmatites and a key focus for further
exploration will therefore be the drill testing of the Lithium pegmatites. A Phase2 Reverse Circulation (RC) drilling program
was completed in July 2022 (31 holes to a total depth of 2834m) with interpretation of assays in progress.
Figure 10. Henderson Project tenements with RC drillhole locations over
GSWA 1:500,000 scale interpreted solid geology (2016).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
7.
YOUANMI VANADIUM PROJECT (E57/986 90% Venus)
Venus’ Youanmi Vanadium deposit is located on the exploration licence 57/986 (198.5 km2), approximately 40km southeast
of the very substantial vanadium deposit at Windimurra. The Youanmi Vanadium deposit has good access to major
infrastructure such as gas pipeline and roads. Venus holds a 90% interest, and a prospector holds a 10% interest in this
tenement.
In March 2019, Venus announced a JORC 2012 Measured, Indicated and Inferred Oxide Resource of 134.7 million
tonnes grading 0.34% V2O5, 6.27% TiO2 and 21.33% Fe (refer ASX release 20 March 2019).
In 2019, Venus signed a metallurgical research contract with Professor Aleks Nikoloski and his team at Murdoch University,
Perth, to advance the Youanmi Vanadium Oxide project (refer ASX release 17 June 2019) and to develop an integrated
process flow sheet for the extraction of vanadium, iron and titanium, under a Commonwealth co-funded research grant. The
research work was carried out over the past three years.
The study was undertaken on ore from four RC drill holes spanning an area around 400 m wide in the Youanmi deposit. The
samples were characterized separately and then blended to produce a composite which was used for the majority of the
testwork. The blended composite grades were 0.66% V2O5 and 44.38% Fe2O3. Different beneficiation options were evaluated
to reject reagent consuming gangue components. Grades of 1.07% V2O5 and 65.3% Fe2O3 were produced. The best
extractions for vanadium (80%) and iron (80%) were obtained using low-temperature acid leach following reductive roast
leaches. Low acid consumption was recorded, 151 kg/t and 236 kg/t (7 and 24 hours respectively). Around 72% sulfuric acid
was extracted from the leach liquor by a proprietary process. Purified vanadium was produced by separation of the titanium
using iron as a reductant.
Further test work is planned to quantify vanadium pentoxide from the leach liquor produced. Results from this research together
with the outcomes of the previous research will form the basis for the design and operation of a pilot plant study. A provisional
patent application for the Youanmi oxide ore process has been lodged and accepted with IP Australia (refer ASX release 11
May 2022).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
Competent Person’s Statement
The information in this report that relates to Exploration Results that relates to Youanmi Base Metals-REE, Mangaroon
Rare Earths and Bridgetown East Li-Base Metals Projects are 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 report that relates to 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 announcement that relates to Youanmi Base Metals Project geophysical data interpretation
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 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.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
DIRECTORS’ REPORT
Your Directors submit their report for the year ended 30 June
2022.
LIKELY DEVELOPMENTS
DIRECTORS
The names of Directors in office during the financial year and
until the date of this report are as follows.
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 unreasonable
prejudice to the Group.
Directors were in the office
otherwise stated.
for this entire period unless
ENVIRONMENTAL REGULATION
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
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
6
Peter Hawkins
6
Matthew Hogan
Barry Fehlberg
6
Selvakumar Arunachalam 6
6
6
6
6
INFORMATION ON DIRECTORS AND COMPANY
SECRETARY
Peter Charles Hawkins
Non - Executive Director/Chairman (appointed 31 July 2019)
The loss of the Group amounted to $7,347,390 (2021: loss of
$3,008,935).
Qualifications
B Comm
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.
Experience
Peter Hawkins was appointed to the Board on 31 July 2019 and
has over 50 years diverse corporate experience. He has held
numerous Managing Director or Partner level positions 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.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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 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.
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.
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 2022
DIRECTORS’ REPORT
• Provision of four weeks annual leave.
• 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 August
2019.
• Base salary of $175,000 per annum.
• 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.
Effective from 1 July 2021, Mr Fehlberg’s base salary
was increased to $40,000 per annum (2021: $30,000
per annum).
Peter Charles Hawkins – Non-Executive Director/Chairman
•
•
Term of agreement – commenced 31 July 2019.
Effective from 1 July 2021, Mr Hawkins’ base salary
was increased to $40,000 per annum (2021: $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 $40,000 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 10.5% from 1 July 2022, 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.
• Effective from 1 July 2021, Mr Hogan’s base salary
was increased to $250,000 per annum (2021:
$175,000 per annum).
Page | 18
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Details of Remuneration for the year ended 30 June 2022 and 30 June 2021
Short Term
Post-
employment
Share-based
payments
S300A(1)(e)(i)
Proportion of
remuneration
performance
related
Key Management Person (Directors)
Matthew Vernon Hogan
Peter Charles Hawkins
Barry Fehlberg
Selvakumar Arunachalam
Year
Salary & Fees
$
250,000
175,000
40,000
30,000
40,000
30,000
175,000
175,000
505,000
410,000
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Total
Total
Non-
monetary
benefits (1)
$
40,184
(27,880)
-
-
-
-
(2,647)
17,933
37,537
(9,947)
Superannuation
Contribution
Options
Total
$
$
$
%
23,315
16,625
4,000
2,850
4,000
2,850
17,500
16,625
48,815
38,950
-
68,702
-
31,512
-
47,694
-
56,305
-
204,213
313,499
232,447
44,000
64,362
44,000
80,544
189,853
265,863
591,352
643,216
Nil
Nil*
Nil
Nil*
Nil
Nil*
Nil
Nil*
(1) Movements in the KMP’s annual and long service leave during the year. * Nil % as the options do not have any performance related conditions.
Page | 19
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Options 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
option at
award date
($)
Exercise
price
($)
Expiry
date
No. unvested
during the
year
No. vested
during the
year
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
-
600,000
-
300,000
-
400,000
-
500,000
-
26/11/2020
-
26/11/2020
-
26/11/2020
-
26/11/2020
-
$0.105
-
$0.105
-
$0.105
-
$0.105
-
$0.30
-
$0.30
-
$0.30
-
$0.30
-
30/11/2023
-
30/11/2023
-
30/11/2023
-
30/11/2023
-
-
-
-
-
1,800,000
26/11/2020
$0.105
$0.30
30/11/2023
-
-
-
-
-
-
-
-
-
975,000*
-
300,000*
-
775,000*
-
750,000*
-
-
- 2,800,000*
*The no. vested in 2021 included options issued in 2020 that were vested in 2021. Hence, different from the no. awarded.
Page | 20
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Performance rights awarded and vested during the year
Key Management Person (Directors)
Matthew Vernon Hogan
Peter Charles Hawkins
Barry Fehlberg
Selvakumar Arunachalam
Total
Terms and Conditions for each Grant during the year
Year
Awarded
No.
Award date
Fair value per
right at award
date
($)
Exercise
price
($)
Expiry
date
No. unvested
during the
year
No. vested
during the
year
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note: There were no performance rights awarded during the financial year.
Page | 21
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Options lapsed during the year
Key Management Person (Directors)
Matthew Vernon Hogan
Peter Charles Hawkins
Barry Fehlberg
Selvakumar Arunachalam
Total
Year
Awarded
No.
Award date
Fair value per option
at award date
($)
Exercise
price
($)
Expiry date
No. lapsed during
the year
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
750,000
-
-
-
750,000
-
500,000
-
11/12/2018
-
-
-
11/12/2018
-
11/12/2018
-
$0.0674
-
-
-
$0.0674
-
$0.0674
-
2,000,000
11/12/2018
$0.0674
-
-
-
$0.25
-
-
-
$0.25
-
$0.25
-
$0.25
-
30/11/2021
-
-
-
30/11/2021
-
30/11/2021
-
750,000
-
-
-
750,000
-
500,000
-
30/11/2021
2,000,000
-
-
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 2022
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:
Balance
1 July 2021
Granted as
compen-
sation
Exer-
cised
Net change
Others (1)
Held at
30 June 2022
Vested
during the
year
Vested and
exercisable at 30
June 2022
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
3,850,000
1,050,000
1,900,000
2,000,000
8,800,000
Balance
1 July 2020
3,250,000
750,000
1,500,000
1,500,000
7,000,000
-
-
-
-
-
-
-
-
-
-
(750,000)
-
(750,000)
(500,000)
(2,000,000)
3,100,000
1,050,000
1,150,000
1,500,000
6,800,000
-
-
-
-
-
3,100,000
1,050,000
1,150,000
1,500,000
6,800,000
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
600,000
300,000
400,000
500,000
1,800,000
-
-
-
-
-
-
-
-
-
-
3,850,000
1,050,000
1,900,000
2,000,000
8,800,000
975,000
300,000
775,000
750,000
2,800,000
3,850,000
1,050,000
1,900,000
2,000,000
8,800,000
(1) Other changes represent options that were acquired, expired, transferred or were forfeited during the year.
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 2021
Acquired
On
exercise
of rights
Other
change (1)
Held at
30 June 2022
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 2020
Acquired
On
exercise
of options
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
(1) Other changes represent performance rights that were acquired, expired, transferred or were forfeited during the year.
Page | 23
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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
Held at
1 July 2021
Acquired
On
exercise
of options
Other
change (1)
Held at
30 June 2022
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 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
(1) Other change represents on and off-market trade.
End Remuneration Report
Page | 24
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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-2022
30-Nov-2023
Expiry date
$0.30
$0.30
5,750,000
2,775,000
8,525,000
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 2022.
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
29 September 2022
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 $27,340 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, 40 Kings Park Road
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
29 September 2022
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 2022, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
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 2022
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 2022 (Reporting Period).
Principle
Corporate Governance Council
Recommendation
Conform
(Y/N)
Disclosure
Principle 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
(b) provide security holders with all
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
functions in its Board Charter. The
has set out these
Charter
the Group’s website at
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 2022
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
Board has determined that
the composition of the
current Board represents the best mix of Directors that
have an appropriate range of qualifications and
expertise, can understand and competently deal with
issues and can
current and emerging business
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
An annual Board evaluation was
performance.
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
(b) disclose for each reporting 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 2022
Principle
1.7
Conform
(Y/N)
Y
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
(b) disclose for each reporting period
whether a performance evaluation
has been undertaken in accordance
with that process during or in respect
of that period.
Principle 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
(b)
(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
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.
Disclosure
The Group has developed its formal processes for the
performance evaluation of senior executives
in
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
Nomination Committee. Accordingly,
the Board
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
2.2
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.
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 2022
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
director.
(c)
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.
Principle 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 2022
Principle
3.2
Conform
(Y/N)
Y
Corporate Governance Council
Recommendation
A listed entity should:
(a) have and disclose a code of
(b)
conduct for its directors, senior
executives and employees; and
ensure that the board or a
committee of the board is informed
of any material breaches of that
code.
Y
Y
Y
3.3
3.4
A listed entity should:
(a) have and disclose a whistleblower
policy; and
(b) ensure that the board or a 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
(b) ensure that the board or committee
of the board is informed of any
material breaches of that policy.
Principle 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)
(5)
(b)
and disclose:
(3)
(4)
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
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 2022
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.
Principle 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.
Principle 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
website
the
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 2022
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.
Principle 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
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.
(b)
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
receive
Shareholders are given
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
is also
risks. The Managing Director
managing
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’ s approval;
the Board has adopted a compliance
the purpose of ensuring
procedure
compliance with
the Group's continuous
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 2022
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
(b) disclose, in relation to each reporting
period, whether such a review has
taken place.
Disclosure
to design,
The Board has required management
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
the relevant board papers and is not
does not receive
present at the meeting whilst the item is considered.
7.3
(b)
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 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.
N
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.
Page | 34
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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
future
cognisant of
demands for liquid finance
requirements to finance the
group’s current and future
operations.
the
Principle 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
(b)
(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 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.
Page | 35
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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
(b) disclose that policy or a summary
of it.
Page | 36
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2022
Revenue
Other income
Gain on disposal of tenements
Profit / (Loss) on sale of investments
Profit on sale of fixed assets
Employee benefit expenses
Exploration expense
Note
2022
$
2021
$
4
4
1,030
137,254
32,474
68,268
-
1,393,230
174,803
(126,310)
29,818
-
5
(1,090,097)
(1,181,523)
(4,966,710)
(3,439,858)
Depreciation and amortisation expense
(66,277)
(88,859)
Changes in market value of shares
(1,030,157)
476,525
Other expenses
Loss before income tax
Income tax
Loss for the year
Other comprehensive income
Income tax on other comprehensive income
Other comprehensive income for the year, net of tax
(432,274)
(247,662)
(7,347,390)
(3,008,935)
6
-
-
(7,347,390)
(3,008,935)
-
-
-
-
-
-
Total comprehensive loss for the year
(7,347,390)
(3,008,935)
Net loss attributable to:
Owners of the Company
Net loss for the year
(7,347,390)
(3,008,935)
(7,347,390)
(3,008,935)
Total comprehensive loss attributable to:
Owners of the Company
(7,347,390)
(3,008,935)
Total comprehensive loss for the year
(7,347,390)
(3,008,935)
Earnings per share
Basic loss per share
Diluted loss per share
8
8
(0.049)
(0.049)
(0.020)
(0.020)
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 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
Note
2022
$
2021
$
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
Lease liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
10
9
25
11
12
13
14
15
13
16
13
17
17
5,476,698
4,695,313
277,561
2,686,846
1,004,167
2,034,323
138,181
177,698
6,896,607
9,594,180
194,924
181,261
2,278,957
2,278,957
21,421
42,841
2,495,302
2,503,059
9,391,909
12,097,239
313,612
425,954
124,495
26,113
75,358
26,113
4,546,990
1,934,702
5,011,210
2,462,127
1,058
1,058
27,011
27,011
5,012,268
2,489,138
4,379,641
9,608,101
36,002,702
33,941,282
4,708,479
4,650,969
(36,331,540)
(28,984,150)
4,379,641
9,608,101
The above Consolidated Statement of Financial Position should be read in conjunction with
accompanying notes.
the
Page | 38
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
Attributable to owners of the Company
Share Capital
Share Options
Reserve
Accumulated
Total Equity
Losses
$
$
$
$
As at 1 July 2021
33,941,282
4,650,969
(28,984,150)
9,608,101
Total comprehensive income for
the year
Loss 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
2,070,000
-
-
-
Issue of options as share-
based payments
-
57,510
Transaction costs
(8,580)
-
(7,347,390)
(7,347,390)
(7,347,390)
(7,347,390)
-
-
-
2,070,000
57,510
(8,580)
Balance at 30 June 2022
36,002,702
4,708,479
(36,331,540)
4,379,641
Attributable to owners of the Company
Share Capital
Share Options
Reserve
Accumulated
Total Equity
Losses
$
$
$
$
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
loss 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
-
-
302,520
277
Balance at 30 June 2021
33,941,282
4,650,969
(28,984,150)
9,608,101
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 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2022
Note
2022
$
2021
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Cash paid to suppliers and employees
Exploration expenditure (net of JV cash calls)
Cash flow boost received
R&D tax credit
1,030
(1,751,772)
(2,140,056)
-
32,474
Net cash flows used in operating activities
10 (b)
(3,858,324)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of plant and equipment
Acquisition of listed investments
Proceeds from sale of fixed assets
Acquisition of exploration tenements
(45,732)
-
1,818
-
134,024
(1,333,277)
(1,762,577)
37,500
30,768
(2,893,562)
(40,856)
(50,000)
-
(15,700)
Proceeds from sale of listed investments
174,803
4,733,930
Proceeds from sale of tenements
2,475,000
-
Net cash flows provided by investing activities
2,605,889
4,627,374
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 provided by / (used in) financing
activities
2,061,420
(27,600)
-
2,033,820
-
(13,800)
277
(13,523)
Net increase in cash and cash equivalents
781,385
1,720,289
Cash and cash equivalents at 1 July
4,695,313
Cash and cash equivalents at 30 June
10(a)
5,476,698
2,975,024
4,695,313
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Page | 40
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 2022 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,
rare earths, lithium, base metals and vanadium.
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 consolidated financial statements are presented in Australian
Dollars (AUD).
Except for cashflow information, the consolidated 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 29 September 2022.
(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 2022 the Group incurred a loss of $7,347,390 (2021: loss of $3,008,935) and had working capital
excess of $1,885,397 (2021: Working capital excess of $7,132,053). Based upon the Group’s existing cash resources and short-
term investments of $6,480,865 (2021: $6,729,636) 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 2022
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 Amended 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.
§ AASB 2021-3: Amendments to Australian Accounting Standards – COVID-19 Related Rent Concessions beyond 30
June 2021
The Group has applied AASB 2021-3: Amendments to Australian Accounting Standards – COVID-19-Related Rent
Concessions beyond 30 June 2021 this reporting period.
The amendment amends AASB 16 to extend by one year, the application of the practical expedient added to AASB 16 by
AASB 2020-4: Amendments to Australian Accounting Standards – COVID-19-Related Rent Concessions. The practical
expedient permits lessees not to assess whether rent concessions that occur as a direct consequence of the COVID-19
pandemic and meet specified conditions are lease modifications and instead, to account for those rent concessions as if
they were not lease modifications. The amendment has not had a material impact on the Group’s financial statements.
Page | 41
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
§ AASB 2020-8: Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform – Phase 2
The Group has applied AASB 2020-8 which amends various standards to help listed entities to provide financial statement
users with useful information about the effects of the interest rate benchmark reform on those entities’ financial statements.
As a result of these amendments, an entity:
• will not have to derecognise or adjust the carrying amount of financial statements for changes required by the reform,
but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
• will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge
meets other hedge accounting criteria; and
• will be required to disclose information about new risks arising from the reform and how it manages the transition to
alternative benchmark rates. The amendment has not had a material impact on the Group’s financials.
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) New and Amended Accounting Policies Not Yet Adopted by the Group
§ AASB 2020-1: Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current
The amendment amends AASB 101 to clarify whether a liability should be presented as current or non-current. The Group
plans on adopting the amendment for the reporting period ending 30 June 2024. The amendment is not expected to have
a material impact on the financial statements once adopted.
§ AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other
Amendments
AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other
Amendments is an omnibus standard that amends AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 and AASB 141. The
Group plans on adopting the amendment for the reporting period ending 30 June 2023. The impact of the initial application
is not yet known.
§ AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates
The amendment amends AASB 7, AASB 101, AASB 108, AASB 134 and AASB Practice Statement 2. These amendments
arise from the issuance by the IASB of the following International Financial Reporting Standards: Disclosure of Accounting
Policies (Amendments to IAS 1 and IFRS Practice Statement 2) and Definition of Accounting Estimates (Amendments to
IAS 8).
The Group plans on adopting the amendment for the reporting period ending 30 June 2024. The impact of the initial
application is not yet known.
§ AASB 2021-5: Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
The amendment amends the initial recognition exemption in AASB 112: Income Taxes such that it is not applicable to
leases and decommissioning obligations – transactions for which companies recognise both an asset and liability and that
give rise to equal taxable and deductible temporary differences. The Group plans on adopting the amendment for the
reporting period ending 30 June 2024. The impact of the initial application is not yet known.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(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 consolidated statement of financial position and consolidated 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.
to
Joint venture operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure
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.
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:
Page | 43
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
•
•
•
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.
(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.
Page | 44
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is
for
depreciated on a reducing balance basis over their useful lives to the entity commencing from the time the asset is held ready
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
included in the statement of profit or loss. When revalued assets are sold, amounts included in the revaluation reserve relating
to
that asset are transferred to accumulated losses.
Page | 45
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(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.
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.
Page | 46
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
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 25 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.
Page | 47
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 (i.e. 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.
(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.
Page | 48
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(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 consolidated statement of financial position are shown inclusive of GST.
Cash flows are presented in the consolidated 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 estimate.
(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 consolidated financial statements.
Page | 49
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(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
consolidated 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 consolidated 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 to
or acquired for the purpose of the joint venture, without the formation of a corporation partnership or other entity.
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 consolidated 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.
Under the equity method, the investment in the joint venture is carried in the consolidated 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 consolidated 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 consolidate 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 consolidated statement of comprehensive income. This is
the profit attributable to venturers in the joint venture.
The consolidated 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.
Page | 50
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(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.
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.
Page | 51
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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) 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.
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
(x) 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 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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*
Others
Revenue
R&D Tax credit
Cash flow boost
Other income
2022
$
1,030
-
1,030
32,474
-
32,474
2021
$
134,024
3,230
137,254
30,768
37,500
68,268
*Interest income in prior year of $133K was from treasury bonds. They were cashed out during the year. Hence, the
significant decrease in interest income.
Note 5 Employee benefits expense
Wages and salaries
Compulsory social security contributions
Share-based payment transaction expense
2022
$
938,616
93,971
57,510
2021
$
796,149
82,854
302,520
1,090,097
1,181,523
Page | 53
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 6 Income tax
(a)
Numerical reconciliation of income tax
expense to prima facie tax payable
Accounting loss before income tax
Less: R&D tax credit
Loss from continuing operations before tax credit
Prima facie tax benefit from ordinary activities at 25.0% (2021: 30.0%)
Tax effect of amounts which are not deductible in
calculating taxable income (including R&D tax credit)
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
2022
$
2021
$
(7,347,390)
(3,008,935)
(32,474)
(30,768)
(7,379,864)
(3,039,703)
(1,844,966)
(911,911)
15,479
398,480
91,319
(434,589)
1,431,007
1,255,181
-
-
2022
$
2021
$
29,497,064
1,001,631
30,498,695
23,773,035
-
23,773,035
Potential tax benefit at 25.0% (2021: 30.0%)
7,624,674
7,131,910
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
2022
$
7,624,674
102,266
(477,029)
(34,546)
39,595
(31,228)
7,223,732
2021
$
7,131,910
95,831
(572,834)
(53,309)
32,333
(32,015)
6,601,916
Page | 54
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 7 Related party disclosures
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other costs
Share-based payments
2022
$
505,000
48,815
37,537
-
591,352
2021
$
410,000
38,950
(9,947)
204,213
643,216
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 $52,617 (2021: $42,000) as Office Administrator.
There were no other transactions with related parties during the year.
Note 8 Loss per share
The calculation of basic and diluted loss per share for the years ended 30 June 2022 and 30 June 2021 were based on the
following:
Net loss attributable to ordinary equity holders of the
Company
Weighted average number of ordinary shares used in
calculating basic loss per share
2022
$
2021
$
(7,347,390)
(3,008,935)
2022
No.
2021
No.
150,689,427
151,078,683
Page | 55
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 8 Loss per share (continued)
Effect of dilution:
Share options
Performance rights
Adjusted weighted average number of ordinary
shares (diluted) used in calculating basic diluted loss
per share
Basic loss per share
Diluted loss per share
Note 9 Trade and other receivables
Receivables from a joint venture partner
Receivable from the sale of Yalgoo Iron Ore Project (1)
Other receivables
(1) Payment was received on 1 July 2021.
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
2022
No.
2021
No.
8,525,000
7,500,000
11,775,000
7,500,000
166,714,427
170,353,683
2022
$
2021
$
(0.049)
(0.049)
(0.020)
(0.020)
2022
$
-
-
277,561
277,561
2021
$
25,647
2,608,097
53,102
2,686,846
2022
$
5,476,698
5,476,698
2021
$
4,695,313
4,695,313
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Page | 56
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 10 Cash and cash equivalents (continued)
(b)
Reconciliation of cash flows from operating
activities
Loss for the year
Adjustments for:
- Loss on sale of listed investments
- Depreciation and amortisation
- Share-based payment transaction expenses
- Interest on lease
- Profit on disposal of fixed assets
- Gain on sale of tenements
- Fair value loss / (gain) on revaluation of listed investments
- Interest income
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 0% (2021: 50%) interest in Yalgoo Iron Ore Project to FIJV
Pty Ltd for a consideration of $nil (2021: $2.5 million).
Cash consideration
Cost of tenement
Gain on sale
2022
$
(7,347,390)
2021
$
(3,008,935)
-
66,277
57,510
1,647
(29,818)
126,310
88,859
302,520
-
-
-
(1,393,230)
1,030,157
-
(476,525)
2,665
39,517
(65,715)
(5,803)
(44,752)
(112,342)
(152,866)
49,137
(9,086)
2,452,696
1,677,281
(3,858,324)
(2,893,562)
2022
$
2021
$
-
-
-
2,500,000
(1,106,770)
1,393,230
Page | 57
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 11 Property, plant and equipment
Motor vehicles
$
Plant & equipment
$
Cost
Balance 1 July 2021
Additions
Disposals
Balance at 30 June 2022
Balance 1 July 2020
Additions
Disposals
Balance at 30 June 2021
Accumulated depreciation
Balance 1 July 2021
Depreciation charge for the year
Balance at 30 June 2022
Balance 1 July 2020
Depreciation charge for the year
Balance at 30 June 2021
Carrying amounts
At 30 June 2022
At 30 June 2021
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
Balance at 30 June
Carrying amounts
222,080
63,458
-
285,538
222,080
-
-
222,080
185,725
15,682
201,407
176,538
9,187
185,725
84,131
36,355
502,606
4,340
-
506,946
461,750
40,856
-
502,606
357,700
38,453
396,153
293,972
63,728
357,700
110,793
144,906
Total
$
724,686
67,798
-
792,484
683,830
40,856
-
724,686
543,425
54,135
597,560
470,510
72,915
543,425
194,924
181,261
2022
$
2021
$
5,260,390
-
-
5,260,390
6,371,460
15,700
(1,126,770)
5,260,390
(2,981,433)
(2,981,433)
-
(2,981,433)
-
(2,981,433)
2,278,957
2,278,957
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.
Page | 58
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
2022
$
64,262
(42,841)
21,421
2021
$
64,262
(21,421)
42,841
(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
2022
$
21,420
1,647
23,067
2022
$
27,600
2021
$
21,421
2,233
23,654
2021
$
-
The Group uses hindsight in determining the lease term where contract contains option to extend or terminate the lease.
(e) Lease liability
Balance at inception of the lease
Less: Principal repayments
Interest expense on lease liability
Current lease liability
Non-Current lease liability
2022
$
53,124
(27,600)
1,647
27,171
26,113
1,058
2021
$
50,891
-
2,233
53,124
26,113
27,011
Page | 59
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
$
30 June 2022
Lease liability
30 June 2021
Lease liability
25,300
2,300
27,600
27,600
-
-
27,600
27,171
55,200
53,124
Note 14 Trade and other payables
Trade payables
Accrued expenses
Other payables (including GST payable)
2022
$
240,693
33,083
39,836
313,612
2021
$
126,213
32,208
267,533
425,954
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
Amount owing to a joint venture partner (1)
2022
$
97,041
27,454
124,495
2021
$
60,881
14,477
75,358
2022
$
-
4,546,990
4,546,990
2021
$
9,278
1,925,424
1,934,702
(1) This amount includes a limited recourse loan which amounted to $4,546,990 (2021: $1,925,424) advanced by joint
venture partner, Rox Resources Limited (Rox) to the Group’s subsidiary, Oz Youanmi Gold Pty Ltd, on exploration
expenditure pertaining to OYG Joint Venture 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 Deed of Variation, Assignment and
Assumption dated 10 May 22 - (Annexure A - Term Sheet - Youanmi Gold Project Clause 24). The term of the loan
is interest free with no fixed maturity.
Page | 60
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 17 Capital and reserves
Share capital
160,078,683 (2021: 151,078,683) fully paid ordinary shares
36,002,702
33,941,282
2022
$
2021
$
On issue at 1 July
Issued during the year (at $0.23 per share)
Share issue costs
On issue at 30 June
Ordinary shares
2022
No.
151,078,683
9,000,000
-
2021
No.
2022
$
2021
$
151,078,683
-
-
33,941,282
2,070,000
(8,580)
33,941,282
-
-
160,078,683
151,078,683
36,002,702
33,941,282
The Group 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 Group’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 Group.
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
2022
$
4,650,969
57,510
-
4,708,479
2021
$
4,348,172
302,520
277
4,650,969
Page | 61
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
2022
No.
11,775,000
-
-
(3,250,000)
8,525,000
2022
No.
7,500,000
-
-
-
7,500,000
2021
No.
9,000,000
2,775,000
-
-
11,775,000
2021
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.
Page | 62
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 18 Share-based payment arrangements (continued)
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
2022
WAEP
2022
Number of
options
2021
WAEP
2021
11,775,000
-
-
-
(3,250,000)
8,525,000
8,037,500
$0.28
-
-
-
($0.25)
$0.30
$0.30
9,000,000
2,775,000
-
-
-
11,775,000
10,425,000
$0.28
$0.30
-
-
-
$0.28
$0.28
The options outstanding at 30 June 2022 have an exercise price of $0.30 (2021: $0.25 to $0.30) and weighted average
remaining contractual life of years 0.38 (2021: 1.38 years).
The weighted average share price at the date of exercise for share options exercised in 2022 was nil as no unlisted
options were exercised (2021: 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
2022
$
57,510
57,510
2021
$
302,520
302,520
Note 19 Group entities
Parent entity
Venus Metals Corporation Limited
Subsidiaries
Redscope Enterprises Pty Ltd
Oz Youanmi Gold Pty Ltd
Vanadium Power Corporation Pty Ltd*
*Dormant during the year
Country of
Ownership interest
Incorporation
2022
2021
Australia
Australia
Australia
100%
100%
100%
100%
100%
-
Page | 63
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 20 Capital commitments
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
2022
$
1,468,193
3,892,178
240,056
5,600,427
2021
$
1,062,837
3,394,776
268,628
4,726,241
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.
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
2022
$
5,476,698
277,561
1,004,167
6,758,426
2021
$
4,695,313
2,686,846
2,034,323
9,416,482
Page | 64
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 21 Financial instruments (continued)
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:
Carrying amount
2022
$
277,561
2021
$
2,686,846
Australia
Impairment losses
None of the Group’s other receivables are past due (2021: nil).
Cash and cash equivalents
The Group held cash and cash equivalents of $5,476,698 as at 30 June 2022 (2021: $4,695,313), which represents its
maximum credit exposure on these assets. The cash and cash equivalents are held with a bank which is rated AA-,
by S&P Global Ratings.
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.
The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, excluding the
impact of netting agreements:
30 June 2022
Trade and other payables
Lease liability
30 June 2021
Trade and other payables
Lease liability
Carrying
amount
Contractual
cash flows
2 months
o r less
2-12
months
1-2
years
2-5
years
More
than 5
years
313,612
27,171
340,783
(313,612)
(27,171)
(313,612)
-
-
(26,113)
-
(1,058)
(340,783)
(313,612)
(26,113)
(1,058)
425,954
53,124
479,078
(425,954)
(53,124)
(425,954)
-
-
(26,113)
-
(27,011)
(479,078)
(425,954)
(26,113)
(27,011)
-
-
-
-
-
-
-
-
-
-
-
-
Page | 65
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 21 Financial instruments (continued)
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
2022
$
2021
$
6,480,865
-
6,480,865
6,729,636
-
6,729,636
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 2022
Variable rate instruments
Cash flow sensitivity (net)
30 June 2021
Variable rate instruments
Cash flow sensitivity (net)
Profit or loss
Equity
100bp
increase
$
100bp
decrease
$
100bp
increase
$
100bp
decrease
$
(64,809)
(64,809)
64,809
64,809
(64,809)
64,809
(64,809)
64,809
67,296)
(67,296)
67,296
67,296
(67,296)
67,296
(67,296)
67,296
Page | 66
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
Fair values
2022
%
100
100
2021
%
100
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
Other current liabilities
30 June 2022
Carrying
amount
$
Fair value
$
Carrying
amount
$
30 June 2021
Fair value
$
5,476,698
277,561
1,004,167
6,758,426
5,476,698
277,561
1,004,167
6,758,426
4,695,313
2,686,846
2,034,323
9,416,482
4,695,313
2,686,846
2,034,323
9,416,482
313,612
27,171
4,546,990
4,887,773
313,612
27,171
4,546,990
4,887,773
425,954
53,124
1,934,702
2,413,780
425,954
53,124
1,934,702
2,413,780
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 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
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
2022
$
-
-
-
2021
$
25,647
9,278
108,216
Page | 68
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 24 Parent entity disclosures
As at, and throughout, the financial year ended 30 June 2022 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
2022
$
2021
$
(5,952,727)
(1,197,870)
-
-
(5,952,727)
(1,197,870)
2022
$
2021
$
5,891,956
9,594,180
6,228,214
6,458,242
12,120,170
16,052,422
6,463,671
6,536,172
1,058
27,011
6,464,729
6,563,183
5,655,441
9,489,239
35,693,023
33,631,603
4,708,479
4,650,970
(34,746,061)
(28,793,334)
5,655,441
9,489,239
Parent entity contingencies
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 2022 (2021: nil).
Page | 69
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 25 Financial assets at fair value through profit or loss
Equity securities (1)
Share options in listed entity
2022
$
1,004,167
-
1,004,167
2021
$
2,033,333
990
2,034,323
(1) The Group holds 37.5 million shares in eMetals Limited (ASX: EMT) and 2,777,778 shares in Rox Resources Limited
(ASX: RXL) at reporting date.
The fair value of the equity securities and share options as at 30 June 2022 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 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
- 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 2022
Level 1
$
Level 2
$
Level 3
$
Total
$
1,004,167
-
1,004,167
-
-
-
-
-
-
1,004,167
-
1,004,167
30 June 2021
Level 1
$
Level 2
$
Level 3
$
Total
$
2,033,333
990
2,034,323
-
-
-
-
-
-
2,033,333
990
2,034,323
2022
$
2021
$
58,506
44,209
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 2022
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 2022 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 2022.
The consolidated financial statements also comply 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
29 September 2022
Page | 72
PO Box 1908
West Perth WA 6872
Australia
Level 2, 40 Kings Park Road
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 2022, 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
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 2022 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.
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.
We have determined that there are no key audit matters to be communicated in our report.
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
Page | 73
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 2022, 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.
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.
Page | 74
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.
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 the directors’ report for the year ended 30 June 2022.
In our opinion, the Remuneration Report of Venus Metals Corporation Limited for the year ended 30 June 2022
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
29 September 2022
Page | 75
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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 15 September 2022.
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
MORANBAH NOMINEES PTY LTD
20,064,128
12.53%
PAZIFIK PTY LTD
20,000,000
12.49%
IGO LIMITED
9,000,000
5.62%
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
204
311
230
531
157
32,847
0.02%
1,046,376
0.65%
1,928,340
1.20%
19,760,344
12.34%
137,310,776
85.78%
1,433
160,078,683
100.00%
The number of shareholders holding less than a marketable parcel of ordinary shares (market value less than $500)
is 361.
Page | 76
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
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
16
16
0
0
0
0
0.00%
0.00%
0.00%
0.00%
8,525,000
100.00%
8,525,000
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 | 77
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
6. Twenty Largest Holders of Quoted Equity Securities
Name
Number
Percentage
Moranbah Nominees Pty Ltd
20,064,128
12.53%
Pazifik Pty Ltd
20,000,000
12.49%
IGO Limited
Mr Lafras Luitingh
Mr Christopher Ian Wallin
9,000,000
5.62%
6,020,155
3.76%
6,000,000
3.75%
Investment Holdings Pty Ltd
5,000,000
3.12%
Mrs Wendy Carolyn Hogan
Mrs Marisa Mackow
3,530,000
2.21%
2,826,000
1.77%
BMP Gold Mines Pty Ltd
2,820,000
1.76%
Bazco Pty Ltd
2,250,000
1.41%
TT Nicolls Pty Ltd
2,245,445
1.40%
Est Mr Peter Piotr Mackow
2,212,962
1.38%
BMP Gold Mines Pty Ltd
2,066,426
1.29%
HD Mining & Investment Pty Ltd
2,000,000
1.25%
NDPM Pty Ltd
1,800,000
1.12%
BNP Paribas Nominees Pty Ltd
1,791,707
1.12%
Aurea Productions Pty Ltd
1,543,630
0.96%
Balthazar Pty Ltd (Balthazar P/L Exec S/F A/c>
1,475,000
0.92%
Yafco Pty Ltd <3 Bears Super Fund No 1 A/c>
1,300,000
0.81%
Squirrell Pty Ltd
1,290,000
0.81%
Top 20 Total
95,235,453
59.49%
7. On-Market Buy-Back
There is currently no on-market-buy back.
Page | 78
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
ASX ADDITIONAL INFORMATION
8. Schedule of Tenements
Project
Tenement
Date of Grant
% Venus Interest
Youanmi Gold
Youanmi
Youanmi
Youanmi
Currans Well
Youanmi
Youanmi
Pincher Well
Pincher Well
Youanmi
Youanmi
Youanmi
Youanmi
Penny West East
Youanmi
Youanmi
Currans Find JV
Pinchers JV
Bellchambers/Sandstone
Bridgetown East
Henderson
M57/10
M57/109
M57/135
M57/160A
M57/164
M57/165
M57/166
M57/167
M57/51
M57/75
M57/97
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
E 57/984
E 57/1152
E 70/5315
E 70/5316
E 70/5620
E 70/5712
E 29/1112
E 30/519
E 30/520
E29/1120
E29/1121
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
5/09/2016
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
17/03/2015
10/02/2021
2/07/2020
3/07/2020
22/04/2021
26/08/2021
2/07/2021
5/02/2021
17/02/2021
4/11/2021
4/11/2021
Page | 79
30%
90%
Base Metals
45% Gold
Youanmi JV
100%
Base Metals
50% Gold
VMC JV
100%
100%
100%
100%
100%
45%
45%
90%
100%
100%
100%
100%
100%
100%
100%
90%
100%
100%
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022
8. Schedule of Tenements (continued)
Project
Mangaroon North
Marvel Loch East
Mullewa
Narndee North
Curara Well
Tenement
E 08/3229
E 09/2422
E09/2541
E 15/1796
E70/5912
E70/5913
E59/2548
E70/5787
E 58/561
E 52/3068-I
E 52/3069-I
E 52/3486
E 52/3487
E 52/3488
E 52/3489
Date of Grant
% Venus Interest
22/07/2021
8/07/2021
16/05/2022
12/07/2021
18/11/2021
18/11/2021
24/03/2022
21/02/2022
22/12/2020
5/01/2016
10/02/2016
15/05/2018
19/01/2018
15/05/2018
15/05/2018
100%
100%
100%
100%
100%
100%
100%
100%
100%
20%
20%
20%
20%
20%
20%
Curara Well JV
(VMC-AIC Mines
Ltd)
Page | 80
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2022