VENUS METALS
CORPORATION LIMITED
ABN 99 123 250 582
ANNUAL REPORT
2023
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 2023
CONTENTS
Page
REVIEW OF OPERATIONS ......................................................................................................... 2
DIRECTORS’ REPORT .............................................................................................................. 13
AUDITOR’S INDEPENDENCE DECLARATION ........................................................................ 24
CORPORATE GOVERNANCE STATEMENT ............................................................................ 25
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME .............................................................................. 35
CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................... 36
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..................................................... 38
CONSOLIDATED STATEMENT OF CASH FLOWS .................................................................. 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................... 40
DIRECTORS’ DECLARATION .................................................................................................... 72
INDEPENDENT AUDITOR’S REPORT ...................................................................................... 73
ASX ADDITIONAL INFORMATION ........................................................................................... 78
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
REVIEW OF OPERATIONS
During 2022-2023, Venus Metals Corporation Ltd (VMC, Venus or the Company) carried out exploration activities on its
diverse portfolio of projects (Figure 1) focusing mainly on Lithium, Gold, Rare Earth and Base Metals. 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 2023
1. YOUANMI GOLD PROJECT
Venus (VMC) and Rox Resources Limited (Rox) entered into a binding agreement in March 2023 to consolidate their
respective ownership interests in the Youanmi Gold Project in Western Australia (refer RXL ASX release 31 March 2023).
The transaction simplified the ownership structure for the Youanmi Gold Project.
After the balance date of this Annual Report, completion of the transaction occurred on 7 July 2023, Rox acquired Venus’
gold interests in each of its Youanmi joint ventures (30% of OYG JV (all minerals), 45% of Youanmi JV and Currans Find JV,
and 50% of Venus Metals JV) for consideration of 110 million fully paid ordinary shares in Rox (“Rox Shares”). Venus
undertook an in-specie distribution of 55 million Rox shares to Venus shareholders on 12 July 2023, while retaining 55 million
Rox shares, subject to 12 months voluntary escrow.
Venus’s holding in Rox is 60 million shares being 16.67% of the issued capital, making VMC the major shareholder. Venus
has retained its non-gold interests in all JV tenements (Youanmi JV, Currans Find JV and Venus Metals JV) (refer ASX
release 7 July 2023). In addition, Venus holds 1% NSR Royalty over Youanmi Gold Mining Leases (ASX release 9 May
2023).
2. YOUANMI SOUTH LITHIUM PROJECT (100% Venus):
The Deep South Lithium Prospect is located in the southern part of tenement E57/1078, about 450 km NE of Perth and 44
km south from the Youanmi Gold Mine (Figure 2). Lithium mineralization was discovered by Venus following a regional
Ultrafine (UF) soil sampling programme that outlined an extensive, 1.4km x 0.4km, northeasterly trending lithium (Li) anomaly
(>110ppmLi; refer ASX release 6 July 2023). Lithium-rich pegmatite was first identified in two outcrops returning samples
with 4.6 %Li2O and 3.26 % Li2O respectively (ASX release 24 August 2023). These results confirmed the potential for LCT
mineralization along the largely unexplored central and southern parts of the GSWA interpreted c. 45km long “pegmatite trap
zone” (ASX release 6 July 2023) wrapping around the western margin of the Youanmi greenstone belt and the Youanmi
intrusion.
Geological mapping shows three main zones of outcropping Lithium-rich pegmatite over a 300m x 200m area. Referred to
as Central Zone (up to 4.5 %Li2O), East Zone (up to 4.6 %Li2O), and North Zone (up to 4.6 %Li2O) (Figure 3) common
areas of high Li grade are associated with coarse grained petalite (LiAlSi4O10), a lithium mineral with similar composition to
spodumene (LiAl(SiO3)2) and known to occur with spodumene in other Lithium deposits in the region (e.g. Mt Holland) (refer
ASX release 18 September 2023).
The Deep South mineralization is shaping up as a significant new lithium find and exploration has been accelerated to better
understand the dimensions of the pegmatites and map the distribution of lithium minerals within them.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Figure 2. Youanmi Deep South Lithium Prospect. Location map with major Lithium deposits
and tectonic boundaries of the Yilgarn Craton.
Inset shows Youanmi tenements.
Figure 3. Youanmi Deep South Lithium Prospect. Mapped outcrop geology with rock chip
sample locations over drone orthophoto.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
3. HENDERSON NICKEL-LITHIUM PROJECT
The Henderson Project encompasses five granted tenements (E29/1112, E29/1120, E29/1121, E30/519, and E30/520). The
project covers an area of approximately 800km2 in the central section of the Western Australian Yilgarn Craton and includes
about 25km strike length of the Mt Ida/ Ularring Greenstone Belt. This Greenstone Belt was historically known for its gold
and nickel potential but more recently is also recognised as an emerging Lithium Province following the discovery of
significant spodumene deposits near the historical Mt Ida Gold Mine by Delta Lithium Limited (DLI) (previously Red Dirt
Metals- RDT ASX release 28 September 2021). Venus’ Henderson Ni-Li Project is well positioned, bordering the DLI
tenements to the south (Figure 4).
Figure 4. Henderson Project tenements over aeromagnetic image. Inset shows mapped pegmatites at the
Emerald SE target area over simplified GSWA 100,000 scale outcrop geology.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Venus has entered a binding transaction with a subsidiary (“IGO Subsidiary”) of IGO Limited (ASX: IGO) regarding
exploration and, if warranted, development and mineral extraction at the Henderson Nickel-Lithium Project. The key terms
are as follows:
Farm-in and Joint venture in which IGO Subsidiary can progressively acquire up to a 70% interest in the Project by incurring
A$4,000,000 of exploration expenditure on the Project and reimbursing VMC A$1,000,000; IGO Subsidiary will sole fund all
Joint Venture expenditure until the completion of a pre-feasibility study; If IGO Subsidiary completes a pre-feasibility study,
it has the right to acquire Venus Subsidiary's 30% interest in the Project for a price based on fair market value less an
apportioned aggregation of IGO Subsidiary expenditure incurred in relation to the Project; Should IGO Subsidiary elect not
to acquire the 30% interest, the parties will continue to be associated in an unincorporated joint venture (refer ASX release
2 May 2023).
IGO commenced field activities including geological mapping and surface sampling at the Henderson Project. A site visit and
associated project handover were conducted by geologists from IGO and VMC.
4. BRIDGETOWN GREENBUSHES Li and Ni-Cu-PGE EXPLORATION PROJECT
VMC’s Greenbushes East Lithium and Bridgetown East Ni-Cu-PGE Project comprises five granted tenements E70/5315,
E70/5316, E70/5620, E70/5712 and E70/6009, and E70/5675 held by a Venus’ subsidiary. These tenements are subject to
a Farm-in and Joint venture agreements with IGO Subsidiary (refer ASX release 27 June 2022). To date IGO has undertaken
soil sampling, ground gravity and ground EM surveying, and reconnaissance field mapping across the Bridgetown-
Greenbushes Project (refer IGO ASX releases 28 April 2023 and 31 July 2023).
5. MARVEL LOCH EAST RARE EARTH PROJECT
The Marvel Loch East Project is located approximately 60km east from Marvel Loch, Western Australia. It 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). The project is considered prospective for rare earth mineralisation with initial soil sampling
programs returning up to 6,092 ppm total rare earth oxides (TREO) (refer ASX release 30 September 2022).
Arcuate and ovoid magnetic highs within granite terrain in E15/1796 are suggestive of a regional scale magnetite-bearing
monzogranite that is enriched in rare earth elements (REE). Rock chip samples from outcropping monzogranite have yielded
maximum TREO concentrations of 4,365 ppm in the eastern target area and of 2,292 ppm in the western target area of E
15/1796 (refer ASX release16 January 2023). These results are ~10 to 20 times the average crustal abundance for TREO
(Taylor & McLennan, 1995).
Scanning electron microscopy (SEM) and optical microscopy studies of the monzogranite show it is dominated by albite, k-
feldspar, quartz, biotite, magnetite ± titanite, rutile, zircon, chlorite, apatite and Ca-Fe amphibole. The primary magmatic REE
mineral throughout the monzogranite is allanite (Ce,Ca,Y,La)2(Al,Fe+3)3(SiO4)3(OH) along with minor REE-bearing titanite
and apatite. Allanite occurs in association with biotite and magnetite, and the release of REEs from the primary REE host
(allanite) in surface samples is favourable for the formation of REE-enriched clays (refer ASX release 16 January 2023).
A high resolution 50m line-spaced aeromagnetic survey totalling 9,356 line km was completed over project tenements
E15/1796 and ELA 15/1946 to further refine magnetic and radiometric anomalies apparent in the wide-spaced regional
government aeromagnetic survey considered prospective for REE. Three strong magnetic anomalies were defined by the
aeromagnetic survey and two are within the granted tenement E15/1796 (Figures 5,6).
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Of these, the most prominent (Anomaly 1) is a north-northeast trending lenticular anomaly approximately 700 m in width
which can be traced semi continuously over a 25 km strike length. The southern and northern ends of this anomaly
correspond to outcropping monzogranite anomalous in REE (refer ASX release 30 September 2022), also associated with
anomalous potassium. The strong magnetic response of the monzogranite reflects a significant magnetite content. Anomaly
2 is an ovoid shaped, zoned magnetic anomaly approximately 2.5 km x 3 km in size. It is characterised by a strong magnetic
aureole surrounding a non-magnetic core with limited outcrops of monzogranite that are also anomalous in REE (refer ASX
release 30 September 2022). These magnetic anomalies (Figures 5a and 5b) represent significant zones prospective for
REE mineralisation based on the previous soil and rock chip analyses (Figure 6).
Seven de-magnetised target zones identified from aeromagnetic imagery, suggestive of weathering of magnetite and
formation of hematite, or, alternatively, due to clay zones above non-magnetite bearing basement rock over a combined
strike length of 10 km have been selected to represent deep weathering of magnetic monzogranite as potential sites for clay-
hosted secondary REE mineralisation (refer ASX release 14 March 2023).
Venus has been successful in its application to secure a grant under the Western Australian Government Co-Funded
Exploration Incentive Scheme (EIS) for drilling at Marvel Loch East Rare Earth Project. The grant of up to $157,500
(contributing towards 50% of direct drilling costs and mobilisation) was awarded to Venus’ subsidiary, Redscope Enterprises
Pty Ltd, following a competitive application process under Round R27 of the WA Government’s co-funded Exploration
Incentive Scheme (ASX release 27 April 2023). Venus is planning to commence drilling immediately after successful
completion of heritage clearance surveys.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Figure 5a. Aeromagnetic TMIRTP image and Anomalies 1 and 2.
Figure 5b. REE targets-demagnetized zones and radiometric targets.
Figure 6. Anomalies 1 and 2 – Southern extent with TREO in UF soil on TMIRTP1VD Image with GSWA geology and radiometric
ternary image for inset area.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
6. MANGAROON NORTH BASE METALS-GOLD-RARE EARTH PROJECT (100% Venus)
Venus is well positioned with four tenements (E08/3229, ELA08/3375, E09/2422 and E09/2541) located adjacent to the
Mangaroon-Yangibana REE mineralised zone. Venus’ E09/2541 abuts tenements by Hastings Technology Metals Ltd
(Yangibana), Dreadnought Resources Ltd (Yin) and Lanthanein Resources Ltd. The other three ELs (E08/3229, E09/2422
and ELA08/3755) abut Dreadnought’s tenure (Figure 7).
Tenements E09/2422 and E08/3229 are located approximately 240km northeast of Carnarvon in Western Australia. The
tenements encompass rocks of the Gascoyne Complex to the south (Paleoproterozoic igneous and metamorphic) and the
Edmund Group to the north (Paleo/Mesoproterozoic metasedimentary). The regional scale Edmund Fault separates these
two groups and is a crustal-scale structure. Geophysical consultants Core Geophysics identified prospective mineralisation
zones for rare earth elements (REE), base and precious metals on E09/2422 based on an airborne geophysical survey (refer
ASX release 17 April 2023). These new targets are in addition to previously identified multiple priority REE targets at
Mangaroon North (E08/3229) that are based on remote-sensing, radiometric and geochemical data (refer ASX release 5
September 2022 & 23 January 2023). Importantly, several targets are located close to the Edmund Fault, a crustal-scale
structure that may have acted as a pathway for carbonatitic or ferro-carbonatitic melts. A surface sampling program has now
been completed on E08/3229 and E09/2422 to explore specific geophysical targets (refer ASX release 17 April 2023) and
to follow up on previously identified geochemical anomalies. Interpretation of assay results is in progress.
Figure 7. Location of VMC Mangaroon North Base Metals-Gold-REE Project Tenements
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
7. SANDSTONE GOLD PROJECT
The Sandstone Gold Project is within tenement E57/984 (125 km2; 90% VMC). The Bellchambers mining area, first reported
by Gibson in 1908, is located about 23 km southwest of the town of Sandstone (Figure 8) and is 70 km by road northeast
from the Youanmi Gold Field.
Figure 8. Location of Sandstone Gold Project
The recent drilling programme (refer ASX release 21 February 2023) specifically targeted the depth continuation of the up to
30m wide and steeply plunging core of the southern mineralised domain outlined in the Bellchambers 2020 resource model
(refer ASX release 25 September 2020). It also included a single hole drilled at the Range View gold prospect. All three
Bellchambers drill holes intersected significant zones of gold mineralisation that spatially are in good agreement with the
projected down-plunge continuation of the 2020 resource model, extending the vertical depth of known mineralisation from
about 100m to 175m from surface. These very encouraging results allowed for a significant increase in calculated mineral
resource for the Bellchambers gold deposit.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Gold intersections from the drilling programme include:
BCRC141; 34m @ 1.25 g/t Au from 160m incl 11m @2.93 g/t Au1 including 1m @ 9.47 g/t Au
from 178m
BCRC142; 25m @ 1.19 g/t Au from 86m incl 4m @ 2.06 g/t Au; BCRC143; 17m @ 1.16 g/t Au from 155m
incl 4m @ 2.12 g/t Au
Widenbar and Associates (“WAA”) was commissioned by Venus to produce an updated Mineral Resource Estimate for the
Bellchambers Gold Deposit.
•
•
New JORC2012 gold resource estimate is 722,000 tonnes @ 1.31 g/t Au for 30,500 ounces, with 22,100 ounces
classified in the indicated mineral resource category (Table 1) (ASX release 4 April 2023).
Increase of 35% in tonnes and 40% in ounces at 0.5 g/t Au cut-off (compared to the previous resource reported in
2020).
Table 1. Bellchambers JORC 2012 Resource Summary
Class
Indicated
Cut-off
0.5
Volume
192,000
Tonnes
526,000
Density
2.73
Inferred
Total
0.5
0.5
69,000
197,000
262,000
722,000
2.83
2.76
Au
1.31
1.33
1.31
Ounces
22,100
8,400
30,500
Exploration at Bellchambers is ongoing and metallugical and geological studies will be instigated; Venus has agreed with
Rox Resources Ltd to negotiate a mine gate sale agreement for the Bellchambers deposit on a best endeavours
basis (subject to certain conditions) (refer ASX release 31 March 2023).
References:
Taylor, S. R., and McLennan, S. M., 1995, The geochemical evolution of the continental crust. Reviews of
Geophysics, 33, 241–265.
SQM, 25 April 2022; Technical Report Summary, Mt Holland Lithium Project.
Kidman Resources, ASX release 8 February 2019; Developing a leading integrated Lithium Project.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Competent Person’s Statement
The information in this report that relates to Exploration Results that relates to Youanmi South Li, Marvel Loch and
Mangaroon Rare Earths 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 Bellchambers Gold Project and Youanmi South Lithium 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 Marvel Loch and Mangaroon Rare Earths 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 that relates to Bellchambers Gold Project Exploration Results, Mineral Resources or
Ore Resources is based on information compiled by Mr Widenbar, who is a Member of the Australasian Institute of
Mining and Metallurgy, is a full time employee of Widenbar and Associates and produced the Mineral Resource
Estimate based on data and geological information supplied by Venus. Mr Widenbar 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 Australasian Code for Reporting
of Exploration Results, Minerals Resources and Ore Reserves. Mr Widenbar consents to the inclusion in this report
of the matters based on his information in the form and context that the information 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 2023
DIRECTORS’ REPORT
Your Directors submit their report for the year ended 30 June
2023.
DIRECTORS
The names of Directors in office during the financial year and
until the date of this report are as follows.
Directors were in the office
otherwise stated.
for this entire period unless
Peter Charles Hawkins
Matthew Vernon Hogan
Barry Fehlberg
Selvakumar Arunachalam
COMPANY SECRETARY
Patrick Tan
PRINCIPAL ACTIVITIES
The principal activity of the Group during course of the
financial year was the exploration of mineral tenements in
Western Australia.
There were no other significant changes in the nature of the
activities of the Group during the year.
OPERATING RESULTS
The loss of the Group amounted to $5,150,010 (2022: loss of
$7,347,390).
DIVIDENDS PAID OR RECOMMENDED
Company then distributed 55 million Rox shares as in-specie
distribution to its shareholders on 12 July 2023, , and the
remaining 55 million of Rox shares are held by the Company
in escrow for 12 months.
Other than the above, there has not arisen any item,
transaction or event of a material and unusual nature likely,
in the opinion of the Directors of the Company, to affect
significantly the operations of the Group, the results of those
operations, or the state of affair of the Group, in the future
financial years.
LIKELY DEVELOPMENTS
Other than likely developments contained in the “Review of
Operations”, further information on likely developments in the
operations of the Group and the expected results of
operations have not been included in this report because the
Directors believe it would be likely to result in unreasonable
prejudice to the Group.
ENVIRONMENTAL REGULATION
There were no known significant breaches of the Group’s
licence conditions or any environmental regulations to which
it is subject to.
DIRECTORS’ MEETINGS
Directors
Number
eligible to
attend
Number
attended
6
Peter Hawkins
6
Matthew Hogan
Barry Fehlberg
6
Selvakumar Arunachalam 6
6
6
6
6
No dividend has been declared or paid by the Company and
the Directors do not, at present, recommend a dividend.
INFORMATION ON DIRECTORS AND COMPANY
SECRETARY
REVIEW OF OPERATIONS
For details on the Review of Operations refer to pages 2 to
1 2 .
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
On 30 March 2023, the Group entered into an asset sale
and purchase agreement with Rox Resources Limited
(Rox), for Rox to acquire, subject to conditions precedent,
for consideration of 110 million Rox shares at the deemed
price of $0.25 each, the Group’s 30% interest in the OYG
JV (Youanmi Gold Project) and all the Group’s gold interest
in their other joint ventures covering other regional areas in
Youanmi.
The Company’s shareholders approved the sale of the
assets at the General Meeting on 23 June 2023.
All conditions precedent were satisfied on 7 July 2023 and
the Company was issued the Rox shares on that day. The
Peter Charles Hawkins
Non - Executive Director/Chairman (appointed 31 July 2019)
Qualifications
B Comm
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.
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VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
600,000 ordinary shares.
300,000 unlisted options ex-price 30c expiring 30/11/2023.
750,000 unlisted options ex-price 20c expiring 30/11/2025.
500,000 performance rights expiring 20/12/2024*.
* As set out in the Company’s Notice of Meeting released on
24 May 2023, the holders have undertaken not to exercise
these performance rights if any milestones are met.
Matthew Vernon Hogan
Managing Director (appointed 22 December 2006)
Qualifications
MAICD
Experience
Mr Matthew Hogan until February 2010 was the Executive
Director and 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
4,920,056 ordinary shares.
600,000 unlisted options ex-price 30c expiring 30/11/2023.
2,500,000 unlisted options ex-price 20c expiring 30/11/2025.
3,500,000 performance rights expiring 20/12/2024*.
* As set out in the Company’s Notice of Meeting released on
24 May 2023, the holders have undertaken not to exercise
these performance rights if any milestones are met.
Directorships Held in Other Listed Entities
Mr Hogan is currently a Non-Executive Director of Rox
Resources Limited (ASX:RXL).
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).
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
6,675,000 ordinary shares.
400,000 unlisted options ex-price 30c expiring 30/11/2023.
750,000 unlisted options ex-price 20c expiring 30/11/2025.
2,000,000 performance rights expiring 20/12/2024*.
* As set out in the Company’s Notice of Meeting released on 24
May 2023, the holders have undertaken not to exercise these
performance rights if any milestones are met.
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
1,675,000 ordinary shares.
500,000 unlisted options ex-price 30c expiring 30/11/2023.
1,000,000 unlisted options ex-price 20c expiring 30/11/2025.
1,500,000 performance rights expiring 20/12/2024*.
* As set out in the Company’s Notice of Meeting released on 24
May 2023, the holders have undertaken not to exercise these
performance rights if any milestones are met.
Patrick Tan
Company Secretary (appointed 1 July 2018)
Qualifications
B.Acc, FCPA
Experience
Patrick Tan has over 35 years of experience in accounting,
taxation and company secretarial.
Page | 14
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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.
• Effective from 1 July 2023, Mr Arunachalam’s base
salary was increased to $225,000 per annum (2022:
$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 2023, Mr Fehlberg’s base salary
was increased to $50,000 per annum (2022: $40,000
per annum).
Peter Charles Hawkins – Non-Executive Director/Chairman
•
•
Term of agreement – commenced 31 July 2019.
Effective from 1 July 2023, Mr Hawkins’ base salary
was increased to $50,000 per annum (2022: $40,000
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 $50,000 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.
The Executive Director and Executives
receive a
superannuation guarantee contribution required by the
government, which is 11.0% from 1 July 2023, 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
congruence
and
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 2023, Mr Hogan’s base salary
was increased to $300,000 per annum (2022:
$250,000 per annum).
Page | 15
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Details of Remuneration for the year ended 30 June 2023 and 30 June 2022
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
250,000
40,000
40,000
40,000
40,000
175,000
175,000
505,000
505,000
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Total
Total
Non-
monetary
benefits (1)
$
Superannuation
Contribution
Options
Total
$
$
$
%
26,116
40,184
-
-
-
-
190
(2,647)
26,306
37,537
25,292
23,315
4,200
4,000
4,200
4,000
18,275
17,500
51,967
48,815
131,680
-
39,505
-
39,505
-
52,672
-
263,362
-
433,088
313,499
83,705
44,000
83,705
44,000
246,137
189,853
846,635
591,352
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 | 16
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2,500,000
-
750,000
-
750,000
-
1,000,000
-
25/11/2022
-
25/11/2022
-
25/11/2022
-
25/11/2022
-
0.0528
-
0.0528
-
0.0528
-
0.0528
-
5,000,000
25/11/2022
0.0528
-
-
-
0.20
-
0.20
-
0.20
-
0.20
-
0.20
-
30/11/2025
-
30/11/2025
-
30/11/2025
-
30/11/2025
-
30/11/2025
-
- 2,500,000
-
-
750,000
-
-
-
750,000
-
-
-
- 1,000,000
-
-
- 5,000,000
-
-
Page | 17
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2,500,000
750,000
750,000
-
750,000
750,000
1,000,000
500,000
20/12/2019
11/12/2018
20/12/2019
-
20/12/2019
11/12/2018
20/12/2019
11/12/2018
5,000,000
2,000,000
20/12/2019
11/12/2018
$0.1125
$0.0674
$0.1125
-
$0.1125
$0.0674
$0.1125
$0.0674
$0.1125
$0.0674
$0.30
$0.25
$0.30
-
$0.30
$0.25
$0.30
$0.25
$0.30
$0.25
30/11/2022
30/11/2021
30/11/2022
-
30/11/2022
30/11/2021
30/11/2022
30/11/2021
30/11/2022
30/11/2021
2,500,000
750,000
750,000
-
750,000
750,000
1,000,000
500,000
5,000,000
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 19 below.
There were no alterations to the terms and conditions of options awarded as remuneration since their award date.
Page | 18
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 2022
Granted as
compen-
sation
Exer-
cised
Net change
Others (1)
Held at
30 June 2023
Vested
during the
year
Vested and
exercisable at 30
June 2023
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
Directors
M Hogan
P Hawkins
B Fehlberg
S Arunachalam
3,100,000
1,050,000
1,150,000
1,500,000
6,800,000
Balance
1 July 2021
3,850,000
1,050,000
1,900,000
2,000,000
8,800,000
2,500,000
750,000
750,000
1,000,000
5,000,000
-
-
-
-
-
(2,500,000)
(750,000)
(750,000)
(1,000,000)
(5,000,000)
3,100,000
1,050,000
1,150,000
1,500,000
6,800,000
2,500,000
750,000
750,000
1,000,000
5,000,000
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 2022
Vested
during the
year
Vested and
exercisable at
30 June 2022
-
-
-
-
-
-
-
-
-
-
(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
(1) Other changes represent options that were acquired, expired, transferred or were forfeited during the year.
Performance rights over equity instruments (1)
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 2022
Acquired
On
exercise
of rights
Other
change (2)
Held at
30 June 2023
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 2021
Acquired
On
exercise
of options
Other
change (2)
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
(1) As set out in the Company’s Notice of Meeting released on 24 May 2023, the holders have undertaken not to exercise
these performance rights if any milestones are met.
(2) Other changes represent performance rights that were acquired, expired, transferred or were forfeited during the year.
Page | 19
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 2022
Acquired
On
exercise
of options
Other
change (1)
Held at
30 June 2023
1,320,056
-
4,585,000
175,000
6,080,056
100,000
100,000
90,000
-
290,000
-
-
-
-
-
-
-
-
-
-
1,420,056
100,000
4,675,000
175,000
6,370,056
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
(1) Other change represents on and off-market trade.
End Remuneration Report
Page | 20
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Business Risks
DIRECTORS’ REPORT
The Group identified and actively manages the material risks and internal control systems. The risk framework is overseen by
Executives and the Board of Directors. The framework assists the organization to identify, classify, document, manage and report
on the risks facing the Group. The perceived likelihood and potential consequence of each risk are used to determine the risk level,
which in turn determines the actions required to manage the risk and reporting obligations. The Board of Directors will ensure
relevant risks have been recognised and perform oversight of the risk management systems.
The prospects of the Group in progressing their exploration and development projects and successfully operating mines may be
affected by a number of factors. These factors are similar to most exploration and development companies moving the exploration
phase and advancing projects into development and production. The risks described below are considered to have the greatest
potential impact to the Group’s ability to successfully execute its strategy, however additional or unknown risks not listed below may
also have the ability to impair business operations.
A summary of the significant risks facing the entity include the following:
Government regulation
The Group’s current and future exploration activities are subject to various laws and statutory regulations governing prospecting,
development, production, taxes, royalty payments, labour standards and occupational health, mine safety, toxic substances, land
use, water use, communications, land claims of local people and other matters, and to obtaining and maintaining the necessary titles,
authorisations, permits and licences.
No assurance can be given that new laws, rules and regulations will not be enacted or that existing laws, rules and regulations will
not be applied in a manner which could have an adverse effect on the Group’s financial position and results of operations, or on the
success of development projects. Any such amendments to current laws, regulations and permits governing operations and activities
of mining, exploration and development projects, or more stringent implementation thereof, could have a material adverse impact on
the Group’s result of operations, financial condition and prospects. Failure to comply with any applicable laws, regulations or
permitting requirements may result in enforcement actions against the Group, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions.
Tenure, Native Title, Aboriginal Heritage and Land Claims risks
Interests in exploration and mining tenements in Australia are governed by state legislation and are evidenced by the granting of
leases or licences. Each lease or licence is for a specific term and carries with it annual expenditure and reporting conditions as well
as other conditions requiring compliance.
These conditions include the requirement, for exploration licences, for reduction in the area held under licence from time to time
unless it is considered that special circumstances apply. Consequently, the Group could lose title to, or its interest in, its tenements
if licence conditions are not met or if expenditure commitments are not met.
It is possible that, in relation to tenements in which the Group has an interest or may acquire such an interest, there may be areas
over which legitimate native title rights exist or which are subject to native title claims made under the Native Title Act 1993 (Cth). In
such circumstances, the ability of the Group to progress from the exploration phase to the development and mining phases of the
operation, may be adversely affected.
Further, it is possible that there will exist on the Group’s mining tenements, areas containing sacred sites or sites of significance to
Aboriginal people in accordance with their tradition that are protected under the Aboriginal and Torres Strait Islander Heritage
Protection Act 1984 (Cth). As a result, land within the tenements may be subject to restrictions on exploration, mining or other uses
and/or significant approval hurdles may apply.
Tenement Renewals
Renewal of tenements owned by the Group is made by way of application to the relevant department. There is no guarantee that a
renewal will be automatically granted other than in accordance with the applicable state or territory mining legislation. In addition, the
relevant department may impose conditions on any renewal, including relinquishment of ground.
Exploration and development risks
Exploration is a high-risk activity that requires large amounts of expenditure over extended periods of time. The Group’s exploration
activities will also be subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic
conditions, hazards of operating vehicles and plant, risks associated with operating in remote areas and other similar considerations.
Conclusions drawn during exploration and development are subject to the uncertainties associated with all sampling techniques and
to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.
Page | 21
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
DIRECTORS’ REPORT
Although the Group’s activities are primarily directed towards exploration for mineral deposits and the possibility of third- party
arrangements including joint ventures, partnerships, ore purchase arrangements or other third-party contracts, its activities also
include the development of mineral deposits into mining operations. An ability to sustain or increase the current level of production
in the longer term is in part dependent on the success of the Group’s exploration activities and development projects.
The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation,
experience and knowledge may not eliminate. It is impossible to ensure that the exploration or development programs the Group
plans will result in a profitable mining operation.
Commodity prices
The Group’s future prospects and the company share price will be influenced by the prices obtained for the commodities produced
and targeted in the Group’s exploration and development programs. Commodity prices fluctuate and are impacted by factors
including the relationship between global supply and demand for minerals, forward selling by producers, costs of production,
geopolitical factors (including trade tensions), hostilities and general global economic conditions.
Commodity prices are also affected by the outlook for inflation, interest rates, currency exchange rates and supply and demand
factors. These factors may have an adverse effect on the Group’s production and exploration activities and any subsequent
development and production activities, as well as its ability to fund its future activities. Further, rare earth products are not exchange
traded commodities.
Occupational health and safety
Exploration activities may expose the Group’s contractors to potentially dangerous working environments. Occupational health and
safety legislation and regulations differ in each jurisdiction. If any of the Group’s contractors suffers injury or death, compensation
payments or fines may be payable and such circumstances could result in the loss of a licence or permit required to carry on the
business. Such an incident may also have an adverse effect on the Group’s business and reputation.
Environment
The Group’s projects are subject to the environmental laws and regulations of Australia (including statutory rehabilitation obligations
that the Group will need to comply with in the future and which may be material). While the Group proposes to comply with applicable
laws and regulations and conduct its programs in a responsible manner with regard to the environment, there is the risk that the
Group may incur liability for any breaches of these laws and regulations.
The Group is also unable to predict the effect of additional environmental laws and regulations which may be adopted in the future,
including whether any such laws or regulations would materially increase the Group’s cost of doing business or affect its operations.
There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not
oblige the Group to incur significant expenses and undertake significant investments which could have a material adverse effect on
the Group’s business, financial condition and performance.
Insurance
The Group maintains insurance to protect against certain risks. However, the Group’s insurance will not cover all the potential risks
associated with an exploration company’s operations. The Group may also be unable to maintain insurance to cover these risks at
economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting
liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a
result of exploration is not generally available to the Group, or to other companies in the mining industry on acceptable terms.
Reliance on key personnel
The Group is dependent on its directors and consultants to implement its business strategy. A number of factors including the
departure of key management personnel or a failure to attract or retain suitable qualified key personnel, could adversely affect the
Group’s business strategy.
Access to and dependence on capital raisings
The Group’s exploration activities require substantial expenditure going forward. The Group’s objectives when managing capital is
to safeguard its ability to continue as a going concern. Although the company believes that additional funding can be obtained via
capital raising, no assurances can be made that appropriate funding will be available when required. If the Group is unable to obtain
additional financing as required, it may be required to scale back its exploration and development program. As a result, the Group’s
ability to continue as a going concern may be diminished.
Page | 22
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
DIRECTORS’ REPORT
PROCEEDINGS ON BEHALF OF GROUP
No person has applied for leave of court to bring proceedings
on behalf of the Group or intervene in any proceedings to
which the Group is a party for the purpose of taking
responsibility on behalf of the Group for all or any part of
those proceedings.
The Group 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 24 and forms part of the Director’s Report for the
financial year ended 30 June 2023.
This report is made with a resolution of the Directors.
Matthew Vernon Hogan
Managing Director
Perth, Western Australia
26 September 2023
SHARES ISSUED ON EXERCISE OF OPTIONS
During the year, 500,000 shares were issued upon exercise
of Options at $0.20 each.
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:
Unlisted Options
Expiry date
30-Nov-2023
30-Nov-2025
Exercise
price
$0.30
$0.20
Number
of options
2,775,000
18,500,000
21,275,000
Unlisted Performance Rights
Expiry date
Exercise
price
Number
of rights
20-Dec-2024
Nil
7,500,000
These options and performance rights do not entitle the
holder to participate in any share issue of the Company.
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 $25,185 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 | 23
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
26 September 2023
Board of Directors
Venus Metals Corporation Limited
Unit 2, 8 Alvan St
Subiaco WA 6008
Australia
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 2023, 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
(Trading as Stantons International)
(An Authorised Audit Company)
Samir Tirodkar
Director
Liability limited by a scheme approved under Professional Standards Legislation
Page | 24
Stantons Is a member of the Russell
Bedford International network of firms
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 2023 (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 | 25
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 2023
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 | 26
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 13-14.
Page | 27
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 13-14.
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 | 28
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
Principle
3.2
Conform
(Y/N)
Y
Corporate Governance Council
Recommendation
A listed entity should:
(a) have and disclose a code of
conduct for its directors, senior
executives and employees; and
(b) 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 | 29
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 2023
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 | 30
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 | 31
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 | 32
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 | 33
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
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 | 34
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2023
Revenue
Other income
Note
2023
$
2022
$
4
4
46,084
14,154
1,030
32,474
(Loss) / Profit on sale of investments
(35,000)
174,803
Profit on sale of fixed assets
Employee benefit expenses
Exploration expense
Depreciation and amortisation expense
Changes in market value of shares
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
-
29,818
5
(1,225,229)
(1,090,097)
(3,769,113)
(4,966,710)
(70,452)
(66,277)
579,167
(1,030,157)
(689,621)
(432,274)
(5,150,010)
(7,347,390)
6
-
-
(5,150,010)
(7,347,390)
-
-
-
-
-
-
Total comprehensive loss for the year
(5,150,010)
(7,347,390)
Net loss attributable to:
Owners of the Company
Net loss for the year
(5,150,010)
(7,347,390)
(5,150,010)
(7,347,390)
Total comprehensive loss attributable to:
Owners of the Company
(5,150,010)
(7,347,390)
Total comprehensive loss for the year
(5,150,010)
(7,347,390)
Earnings per share
Basic loss per share
Diluted loss per share
8
8
(0.030)
(0.030)
(0.049)
(0.049)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
Page | 35
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through profit or loss
Assets held for sale
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Capitalised acquisition costs
Intangibles
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
Note
2023
$
2022
$
10
3,501,632
5,476,698
9
25
12
11
12
13
14
15
16
14
17
14
364,724
277,561
1,575,000
1,004,167
2,233,257
-
245,073
138,181
7,919,686
6,896,607
197,496
194,924
120,700
2,278,957
1,040,000
-
-
21,421
1,358,196
2,495,302
9,277,882
9,391,909
299,728
313,612
161,739
124,495
-
26,113
6,697,051
4,546,990
7,158,518
5,011,210
-
-
1,058
1,058
TOTAL LIABILITIES
7,158,518
5,012,268
NET ASSETS
2,119,364
4,379,641
Page | 36
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2023
$
2022
$
18
18
38,354,041
36,002,702
5,246,873
4,708,479
(41,481,550)
(36,331,540)
2,119,364
4,379,641
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Page | 37
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Attributable to owners of the Company
Share Capital
Share Options
Reserve
Accumulated
Total Equity
Losses
$
$
$
$
As at 1 July 2022
36,002,702
4,708,479
(36,331,540)
4,379,641
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
2,800,000
Issue of options as share-
based payments
Options fee received
-
-
Transaction costs
(448,661)
-
-
-
537,894
500
-
(5,150,010)
(5,150,010)
(5,150,010)
(5,150,010)
-
-
-
-
2,800,000
537,894
500
(448,661)
Balance at 30 June 2023
38,354,041
5,246,873
(41,481,550)
2,119,364
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
-
-
-
-
(7,347,390)
(7,347,390)
(7,347,390)
(7,347,390)
Transactions with owners recorded directly into equity
Contributions by and distributions to owners
Issue of ordinary shares
Issue of options as share-
based payments
2,070,000
-
57,510
Transaction costs
(8,580)
-
-
-
-
-
2,070,000
57,510
(8,580)
Balance at 30 June 2022
36,002,702
4,708,479
(36,331,540)
4,379,641
The above Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying notes.
Page | 38
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Note
2023
$
2022
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Cash paid to suppliers and employees
Exploration expenditure
R&D tax credit
46,084
(1,686,392)
(1,722,320)
14,154
Net cash flows used in operating activities
10 (b)
(3,348,474)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of plant and equipment
Acquisition of royalty
Acquisition of listed investments
Proceeds from sale of fixed assets
Proceeds from sale of listed investments
(51,374)
(575,000)
(366,667)
-
340,000
1,030
(1,751,772)
(2,140,056)
32,474
(3,858,324)
(45,732)
-
-
1,818
174,803
Proceeds from sale of tenements
-
2,475,000
Net cash flows (used) / provided by investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of shares (net of costs)
Payment of finance lease liability
Proceeds from issues of unlisted options
(653,041)
2,605,889
2,075,199
(49,250)
500
2,061,420
(27,600)
-
Net cash flows provided by financing activities
2,026,449
2,033,820
Net (decrease) / increase in cash and cash
equivalents
(1,975,066)
781,385
Cash and cash equivalents at 1 July
5,476,698
Cash and cash equivalents at 30 June
10(a)
3,501,632
4,695,313
5,476,698
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Page | 39
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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 2023 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,
vanadium, cobalt-nickel, rare earth and lithium.
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 26 September 2023.
(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 2023 the Group incurred a loss of $5,150,010 (2022: loss of $7,347,390 and had working capital
excess of $761,168 (2022: Working capital excess of $1,885,397). Based upon the Group’s existing cash resources and short-
term investments of $5,076,632 (2022: $6,480,865) 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 2023
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 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018–2020 and Other
Amendments
The Entity adopted AASB 2020-3 which makes some small amendments to a number of standards including the following:
AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 and AASB 141.
The adoption of the amendment did not have a material impact on the financial statements.
•
AASB 2021-7a: Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10
and AASB 128 and Editorial Corrections
AASB 2020-7a makes various editorial corrections to a number of standards effective for reporting periods beginning on or after
1 January 2022.
The adoption of the amendment did not have a material impact on the financial statements
Page | 40
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(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 along with the adoption of AASB
2022-6. The amendment is not expected to have a material impact on the financial statements once adopted.
•
AASB 2022-6: Amendments to Australian Accounting Standards – Non-current Liabilities with Covenants
AASB 2022-6 amends AASB 101 to improve the information an entity provides in its financial statements about liabilities
arising from loan arrangements for which the entity’s right to defer settlement of those liabilities for at least 12 months after
the reporting period is subject to the entity complying with conditions specified in the loan arrangement. It also amends an
example in Practice Statement 2 regarding assessing whether information about covenants is material for disclosure.
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 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.
•
AASB 2021-7b & c: Amendments to Australian Accounting Standards – Effective Date of Amendments to
AASB 10 and AASB 128 and Editorial Corrections
AASB 2021-7b makes various editorial corrections to AASB 17 Insurance Contracts which applies to annual reporting periods
beginning on or after 1 January 2023, with earlier application permitted.
AASB 2021-7c defers the mandatory effective date (application date) of amendments to AASB 10 and AASB 128 that were
originally made in AASB 2014-10: Amendments to Australian Accounting Standards – Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture so that the amendments are required to be applied for annual reporting periods
beginning on or after 1 January 2025 instead of 1 January 2018.
The Group plans on adopting the amendments for the reporting periods ending 30 June 2024 and 30 June 2026. The impact
of initial application is not yet known.
Page | 41
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
•
AASB 2022-7: Editorial Corrections to Australian Accounting Standards and Repeal of Superseded and
Redundant Standards
AASB 2022-7 makes editorial corrections to the following standards: AASB 7, AASB 116, AASB 124, AASB 128, AASB
134 and AASB as well as to AASB Practice Statement 2. It also formally repeals superseded and redundant Australian
Account Standards as set out in Schedules 1 and 2 to the Standard.
The Group plans on adopting the amendments for the reporting period ending 30 June 2024. The amendment is not
expected to have a material impact on the financial statements once adopted.
(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 20.
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.
Joint venture operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure
to
each liability of the arrangement. The Group's interests in the assets, liabilities, revenue and expenses of joint operations are
included in the respective line items of the consolidated financial statements.
Gains and losses resulting from sales to a joint operation are recognised to the extent of the other parties' interests. When the
Group makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint
arrangement until it resells those goods/assets to a third party.
Details of the Group's interests in joint arrangements are provided in Note 24.
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.
Page | 42
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with
the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market
available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or
minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in
highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements)
may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to
observable market information where such instruments are held as assets. Where this information is not available, other
valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.
its
Valuation techniques
In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation
techniques to measure the fair value of the asset or liability. The Group selects a valuation technique that is appropriate in the
circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data
primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the
Group are consistent with one or more of the following valuation approaches:
•
•
•
Market approach: valuation techniques that use prices and other relevant information generated by market transactions
for identical or similar assets or liabilities.
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single
discounted present value.
Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service
capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or
liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those
techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed
using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and
sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data
is
not available and therefore are developed using the best information available about such assumptions are considered
unobservable.
Fair value hierarchy
AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value
measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can
be categorised into as follows:
Level 1
Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date.
Level 2
Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3
Measurements based on unobservable inputs for the asset or liability.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant
inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are
not based on observable market data, the asset or liability is included in Level 3.
The Group would change the categorisation within the fair value hierarchy only in the following circumstances:
(i)
(ii)
if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or
if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa.
When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e.
transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred.
Page | 43
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(f) Subsidiaries
Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases.
(g) Jointly controlled operations
A jointly controlled operation is a joint venture by each venture using its own assets in pursuit of the joint operations. The
consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of
pursuing the joint operations, and the expenses that the Group incurs and its share of the income that it earns from the joint
operation.
(h) Income tax
Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following
temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and associates and
jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax
is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the
tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted
or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable
the same
right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or
their tax
assets and liabilities will be realised simultaneously.
is
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(i) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment
losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the
following:
•
• Any other costs directly attributable to bringing the assets to a working condition for their intended use,
• When the Group has an obligation to remove the assets or restore the site, an estimate of the costs of dismantling and
The cost of materials and direct labour,
removing the items and restoring the site on which they are located, and
• Capitalised borrowing costs.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as difference between the net proceeds
from the disposal and the carrying amount of the item) is recognised in profit or loss.
(ii) Subsequent costs
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the
expenditure will flow to the Group. Ongoing repairs and maintenance are expensed as incurred.
(iii) Depreciation
Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of
internally constructed assets, from the date the asset is completed and ready for use.
Page | 44
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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.
(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.
Page | 45
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price
in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where
applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging
instruments,are classified into the following categories upon initial recognition:
§ amortised cost;
§ fair value through other comprehensive income (FVOCI); and
§ fair value through profit or loss (FVPL).
Classifications are determined by both:
§ The contractual cash flow characteristics of the financial assets; and
§ The entities business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
§
§
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows;
and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where
the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this
category of financial instruments.
Financial assets at fair value through other comprehensive income (Equity instruments)
The Group measures debt instruments at fair value through OCI if both of the following conditions are met:
§
§
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding; and
The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling
the financial asset.
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are
recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost.
The remaining fair value changes are recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair
value through OCI when they meet the definition of equity under AASB 132 Financial Instruments: Presentation and are not held for
trading.
Page | 46
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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.
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.
Page | 47
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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.
(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.
Page | 48
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(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
19.
(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.
(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.
Page | 49
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(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.
(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 19.
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.
Page | 50
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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.
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.
Page | 51
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(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.
(y) Intangibles
Intangibles relating to royalty rights are initially valued at cost. After initial recognition, royalty rights shall be carried at loss
less any accumulated amortisation and accumulated impairment losses.
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
Revenue
R&D Tax credit
Other income
Note 5 Employee benefits expense
Wages and salaries
Compulsory social security contributions
Share-based payment transaction expense
Page | 52
2023
$
46,084
46,084
14,154
14,154
2022
$
1,030
1,030
32,474
32,474
2023
$
858,089
93,106
274,034
2022
$
938,616
93,971
57,510
1,225,229
1,090,097
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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 30.0% (2022: 25.0%)
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
2023
$
2022
$
(5,150,010)
(7,347,390)
(14,154)
(32,474)
(5,164,164)
(7,379,864)
(1,549,249)
(1,844,966)
86,432
(34,918)
15,479
398,480
1,497,735
1,431,007
-
-
2023
$
2022
$
33,455,637
1,164,557
34,620,194
27,464,697
1,001,631
28,466,328
Potential tax benefit at 30.0% (2022: 25.0%)
10,386,058
7,116,582
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
2023
$
10,386,058
130,663
(905,434)
(73,522)
68,358
(39,970)
9,566,153
2022
$
7,116,582
102,266
(477,029)
(34,546)
39,595
(31,228)
6,715,640
Page | 53
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 7 Related party disclosures
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other costs
Share-based payments
2023
$
505,000
51,967
26,306
263,362
846,635
2022
$
505,000
48,815
37,537
-
591,352
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 $70,720 (2022: $52,617) as Office Administrator.
Paul Hogan, brother of Mr Matthew Hogan, is an employee of the Company. He received total remuneration inclusive of
superannuation during the financial year of $84,293 (2022: $Nil) as Health & Safety Officer and Logistic Manager.
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 2023 and 30 June 2022 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
Page | 54
2023
$
2022
$
(5,150,010)
(7,347,390)
2023
No.
2022
No.
172,315,806
150,689,427
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 8 Loss per share (continued)
Basic loss per share
Diluted loss per share
Note 9 Trade and other receivables
Other receivables
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
Cash at bank earns interest at floating rates based on daily bank deposit rates.
2023
$
2022
$
(0.030)
(0.030)
(0.049)
(0.049)
2023
$
364,724
2022
$
277,561
2023
$
3,501,632
2022
$
5,476,698
Page | 55
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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
2023
$
(5,150,010)
2022
$
(7,347,390)
35,000
70,452
274,034
429
-
-
-
66,277
57,510
1,647
(29,818)
-
- Fair value (gain) / loss on revaluation of listed investments
(579,167)
1,030,157
Changes in:
- Prepayments
- Trade and other receivables
- Trade and other payables
- Employee benefits
- Other current liabilities
Net cash used in operating activities
(106,892)
(87,163)
(13,886)
37,244
39,517
(65,715)
(112,342)
49,137
2,171,485
2,452,696
(3,348,474)
(3,858,324)
Page | 56
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 11 Property, plant and equipment
Motor vehicles
$
Plant & equipment
$
Cost
Balance 1 July 2022
Additions
Disposals
Balance at 30 June 2023
Balance 1 July 2021
Additions
Disposals
Balance at 30 June 2022
Accumulated depreciation
Balance 1 July 2022
Depreciation charge for the year
Disposal
Balance at 30 June 2023
Balance 1 July 2021
Depreciation charge for the year
Disposal
Balance at 30 June 2022
Carrying amounts
At 30 June 2023
At 30 June 2022
Note 12 Capitalised acquisition costs
Cost
Balance at 1 July
Acquisition costs during the year
Reclass during the year (1)
Balance at 30 June
Impairment
Balance at 1 July
Impairment
Balance at 30 June
Carrying amounts
285,538
-
(143,070)
142,468
222,080
63,458
-
285,538
201,407
21,089
(143,294)
79,202
185,725
15,682
-
201,407
506,946
51,374
(275,726)
282,594
502,606
4,340
-
506,946
396,153
27,943
(275,732)
148,364
357,700
38,453
-
396,153
Total
$
792,484
51,374
(418,796)
425,062
724,686
67,798
-
792,484
597,560
49,032
(419,026)
227,566
543,425
54,135
-
597,560
63,266
84,131
134,230
110,793
197,496
194,924
2023
$
2022
$
5,260,390
75,000
(2,233,257)
3,102,133
5,260,390
-
-
5,260,390
(2,981,433)
(2,981,433)
-
(2,981,433)
-
(2,981,433)
120,700
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) Capitalised acquisition costs amounting to $2,233,257 relating to Youanmi Gold Project and Regional Joint
Ventures with Rox Resources Ltd were reclassified to Assets held for sale as a result of sale of the project to
Rox Resources Limited (refer to Note 27 Subsequent Event).
Page | 57
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 13 Intangibles
Non-current assets
Royalty rights acquired during the year– at cost
Less: Accumulated amortization
Less: Impairment
Balance at 30 June 2023
2023
$
2022
$
1,040,000
-
-
1,040,000
-
-
-
-
The Group acquired a 0.3% net smelter royalty in relation to the Youanmi Gold Mining Leases by paying $1,040,000
(consist of cash $500,000 and 3 million ordinary shares with a deemed price of $0.18 each) to the vendor.
Note 14 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
2023
$
64,262
(64,262)
-
2022
$
64,262
(42,841)
21,421
(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
2023
$
21,420
589
22,009
2023
$
27,171
2022
$
21,420
1,647
23,067
2022
$
25,953
The Group uses hindsight in determining the lease term where contract contains option to extend or terminate the lease.
Page | 58
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 14 Right-of-use assets and lease liability (continued)
(e) Lease liability
Balance at 1 July
Less: Principal repayments
Current lease liability
Non-Current lease liability
2023
$
27,171
(27,171)
-
2022
$
53,124
(25,953)
27,171
-
-
26,113
1,058
(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
$
-
-
25,300
2,300
-
-
-
-
27,600
27,171
30 June 2023
Lease liability
30 June 2022
Lease liability
Note 15 Trade and other payables
Trade payables
Accrued expenses
Other payables (including GST payable)
2023
$
157,292
48,476
93,960
299,728
2022
$
240,693
33,083
39,836
313,612
The Group’s exposure to liquidity risk related to trade and other payables is disclosed in Note 22.
Note 16 Employee benefits
Liability for annual leave
Liability for long service leave
2023
$
125,612
36,127
161,739
2022
$
97,041
27,454
124,495
Page | 59
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 17 Other current liabilities
Amount owing to a joint venture partner
2023
$
6,697,051
2022
$
4,546,990
(1) This amount includes a limited recourse loan which amounted to $6,697,051 (2022: $4,546,990) 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.
(2) On 30 March 2023, the Group entered into an asset sale and purchase agreement with Rox Resources Limited (Rox),
for Rox to acquire, subject to conditions precedent, for consideration of 110 million Rox shares at the deemed price of
$0.25 each, the Group’s 30% interest in the OYG JV (Youanmi Gold Project) and all the Group’s gold interest in their
other joint venture covering other regional areas in Youanmi.
As part of the agreement above, the amount owing to Rox with a value of $6,697,051 will be extinguished via a Deed
of Forgiveness. The Group will record the extinguished loan amount on the completion of transaction on 7 July 2023.
Note 18 Capital and reserves
Share capital
181,578,683 (2022: 160,078,683) fully paid ordinary shares
38,354,041
36,002,702
2023
$
2022
$
On issue at 1 July
Issued during the year (1)
Share issue costs (2)
On issue at 30 June
Note (1)
2023
No.
160,078,683
21,500,000
-
2022
No.
2023
$
2022
$
151,078,683
9,000,000
-
36,002,702
2,800,000
(448,661)
33,941,282
2,070,000
(8,580)
181,578,683
160,078,683
38,354,041
36,002,702
1. On 3 November 2022, 18 million of ordinary fully paid shares at the issue price of $0.12 each were issued to various
sophisticated investors in a placement.
2. On 9 May 2023, 3 million of ordinary fully paid shares at the deemed issued price of $0.18 each were issued to St
Clair Resources Pty Ltd as part of purchase consideration for the acquisition of 0.3% royalty in the Youanmi Gold
Project.
3. During the year, 500,000 of unlisted options were exercised into ordinary fully paid shares at the issue price of $0.20
each.
Note (2)
1. On 28 November 2022, the Company issued 5 million unlisted options with an exercise price of $0.20 each and expiry
date of 30 November 2025 to RM Corporate Finance Pty Ltd in exchange for lead manager and book running services
provided to the Company in relation to the placement of 18 million ordinary shares to various sophisticated investors
on 3 November 2022. The options are valued at $0.0528 each (Black-Scholes option pricing), total $263,860.
Page | 60
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 18 Capital and reserves (continued)
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
Options
As at 1 July
Issued during the year (1)
Exercised during the year
Lapsed during the year
As at 30 June
Performance rights (2)
As at 1 July
Issued during the year
Exercised during the year
Lapsed during the year
As at 30 June
2023
$
4,708,479
537,894
500
5,246,873
2023
No.
8,525,000
19,000,000
(500,000)
(5,750,000)
21,275,000
2023
No.
7,500,000
-
-
-
7,500,000
2022
$
4,650,969
57,510
-
4,708,479
2022
No.
11,775,000
-
-
(3,250,000)
8,525,000
2022
No.
7,500,000
-
-
-
7,500,000
(1) Options issued during the year:
(1) On 3 November 2022, the Company issued 9 million unlisted options with an exercise price of $0.20 each and expiry
date of 30 November 2025 as attaching options for every two shares issued under the placement of 18 million ordinary
shares to various sophisticated investors on 3 November 2022.
(2) On 28 November 2022, the Company issued 5 million unlisted options with an exercise price of $0.20 each and expiry
date of 30 November 2025 to RM Corporate Finance Pty Ltd in exchange for lead manager and book running services
provided to the Company in relation to the placement of 18 million ordinary shares to various sophisticated investors on
3 November 2022.
(3) On 6 December 2022, the Company issued 5 million unlisted options with an exercise price of $0.20 each and expiry
date of 30 November 2025 to the Directors (or their nominees) as approved by shareholders during the Annual General
Meeting held on 25 November 2022.
(2) Performance rights
As set out in the Company’s Notice of Meeting released on 24 May 2023, the holders have undertaken not to exercise
these performance rights if any milestones are met.
Page | 61
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 18 Capital and reserves (continued)
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 19 for further details of these plans.
Note 19 Share-based payment arrangements
Description of the share-based payment arrangements
Employee Award Plan (Plan)
On 25 November 2022, the Company adopted the Employee Awards Plan (Plan) under which employees and or directors,
or individuals who provide services to, a Group Company (Eligible Employees) may be offered the opportunity to subscribe
for equity securities in the form of shares, options and/or performance rights (together, the Incentives) in order to increase
the range of potential incentives available to them and to strengthen links between the Company and its eligible employees.
The Plan is designed to provide incentives to the Eligible 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
Eligible 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 Eligible Employees 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.
The Plan was approved by shareholders during the Company’s Annual General Meeting on 25 November 2022.
On 25 November 2022, the shareholders approved to issue 5,000,000 unlisted options at an issue price of $0.0001 per
option (each option having an exercise price of $0.20 and an expiry date of 30 November 2025) to the Directors (or their
nominees) as set out below. There are no additional vesting conditions attached to the options other than continuous
employment with the Company.
Director/Nominee
Matthew Vernon Hogan & Zoe Louise Hogan
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