ABN 99 123 250 582
ANNUAL REPORT
2024
VENUS METALS
CORPORATION LIMITED
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
CORPORATE DIRECTORY
DIRECTORS
Peter Charles Hawkins
Non-Executive Chairman
Matthew Vernon Hogan
Managing Director
Barry Fehlberg
Non-Executive Director
Selvakumar Arunachalam
Executive Director
COMPANY SECRETARY
Patrick Tan
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
SOLICITORS
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
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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CONTENTS
Page
REVIEW OF OPERATIONS ......................................................................................................... 2
DIRECTORS’ REPORT .............................................................................................................. 15
AUDITOR’S INDEPENDENCE DECLARATION ........................................................................ 27
CORPORATE GOVERNANCE STATEMENT ............................................................................ 28
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME .............................................................................. 38
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..................................................... 39
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..................................................... 41
CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................. 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................... 43
CONSOLIDATED ENTITY DISCLOSURE STATEMENT ........................................................... 79
DIRECTORS’ DECLARATION .................................................................................................... 80
INDEPENDENT AUDITOR’S REPORT ...................................................................................... 81
ASX ADDITIONAL INFORMATION ........................................................................................... 87
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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REVIEW OF OPERATIONS
During 2023-2024, Venus Metals Corporation Ltd (VMC, Venus or the Company) carried out exploration activities on its
diverse portfolio of projects (Figure 1) focusing mainly on Gold, Base Metals, Lithium and Rare Earth. The highlights of these
exploration activities are summarised below:
Figure 1. Location of Venus Metals Projects in Western Australia
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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1. COPPER HILLS PROJECT
The Copper Hills Project E45/6437 (221.4 km2) is in the southern section of the Palaeo- to Neo-Proterozoic Paterson
Orogen in Western Australia. The Paterson Orogen hosts a number of atypical, ‘world-class’ mineral deposits/mines
including the Kintyre Uranium deposit, the Nifty Copper Mine, the Telfer gold mine, the Winu Copper-Gold deposit and the
Havieron Gold-Copper deposit (Figure 2). Review of historical data identified numerous potential prospect areas.
Historical rock chip assay results of 2376 g/t Au, 3424 g/t Pt, 4904 g/t Pd, 1387g/t Ag and 20.9% Cu have been recorded
from sampling of mineralised outcrops at the main PM Prospect and it is reported that secondary copper minerals occur
over a semi-continuous strike length of more than two kilometres (refer Wamex report A42764). The assays of rock chip
samples (from old pits and trenches over a 1km strike) average 14.1% Cu and 26.6 g/t Ag, with peak values of 48.9%
Cu and 115 g/t Ag (refer Wamex report A105133 and ASX release 21 August 2024).
Geophysical Consultants Core Geophysics has carried out three-dimensional magnetic inversion modelling over
magnetic features of interest within the southeast of the Copper Hills Project using open file 1986 Canning Aeromagnetic
survey data (refer ASX release 27 May 2024). Recently the Company has completed a gravity survey covering magnetic
and historical AEM target areas (Figure 3). The ground gravity surveys have defined three significant responses (Mag
anomalies 2 &3 and AEM anomaly 4) (Figure 4) and these targets are considered prospective for Cu-Au and base metals
mineralisation.
Figure 2. Location of Copper Hills Project tenement shown on GSWA regional aeromagnetic image.
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In addition, phase 1 surface sampling was completed with assays pending (refer ASX release 20 September 2024
for more details).
Figure 4. Gravity anomalous responses over the target areas of interest.
Figure 3. Copper Hills Project gravity survey locations including magnetic and historical
AEM target anomalies over regional aeromagnetic imagery.
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2. BRIDGETOWN GREENBUSHES Li and Ni-Cu-PGE EXPLORATION PROJECT (VMC-IGO Farm-In and JV)
The Bridgetown-Greenbushes Project comprises five granted tenements: E70/5315, E70/5316, E 70/5620, E70/5712, and
E70/6009 (Figure 5) and one ELA 70/5675. IGO and VMC entered into a Farm-In and Joint Venture agreement in June 2022, in
which IGO manages the Project and can progressively acquire up to a 70% interest in the Project by incurring A$6,000,000 of
exploration expenditure on the tenements (refer ASX release 27 June 2022).
IGO have conducted a reconnaissance Phase 1 soil and stream sediment sampling program and continue to work through
engaging with key stakeholders to gain access to freehold properties for a planned Phase 2 sampling program (Figure 6) (ASX
release 17 September 2024).
Mineralogical results from a roadside stream sediment sampling program across the entire project tenement package have
generated two areas of interest, Cowslip (approximately five kilometres to the east of Greenbushes Mine) and Flying Duck. The
mineralogy of each stream sediment sample was determined using automated TESCAN Integrated Mineral Analyser (TIMA)
analysis. Spodumene grains were identified in two samples (SWT001519, SWT001547). Results from these two samples were
also verified via Laser Induced Breakdown Spectroscopy (LIBS), confirming the chemical composition of spodumene in both
samples as well as columbite-tantalite and cassiterite in one of the samples (ASX release 17 September 2024).
An extensive reconnaissance Phase 1 soil sampling programme (1588 samples) has been completed. Assay results show
several anomalous areas defined by elevated Nb-Sn-Ta±W. Two areas, Ti Tree and Greenbushes East, have been selected for
priority follow-up work (ASX release 17 September 2024).
Figure 5. Location of Bridgetown-Greenbushes Project tenements.
Figure 6. Phase 1 and planned Phase 2 surface sampling
programs over regional RTP 1VD aeromagnetic data.
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3. SANDSTONE GOLD-COPPER PROJECT
The Sandstone Gold-Copper Project is located within tenement E57/984 (125 km2 ; 90% VMC). The historical
Bellchambers mining area, first reported by Gibson in 1908, is located about 23 km southwest of the town of Sandstone
and is 70km by road northeast from the Youanmi Gold Field. Exploration of the Bellchambers deposits by Venus defined
a JORC 2012 resource of 30,500 ounces Au @ 1.31 g/t Au (refer ASX release 4 April 2023). A total of 220 soil samples
were collected from two areas that were selected based on anomalous copper or bismuth concentrations in sampled
rock chips. Of special interest is an approximately 1 km2 survey area (Area B; Figure 7) covering a historic mine shaft
near outcropping quartz-malachite veins at Black Range West where rock chip samples returned up to 6.34% copper in
association with bismuth (up to 2034ppm Bi), silver (up to 40.2 ppm Ag) and gold (up to 0.25ppm Au). A second soil
survey was conducted over the granite-greenstone contact about 4km south from Area B and 1.5 km north from the
Bellchambers Gold Deposit, in an area with occurrences of bismuth-rich quartz veins (up to 1367ppm Bi; sample
24031020) (ASX release 29 April 2024). Further fieldwork, including sampling and mapping, is planned to better
understand the extent and significance of the geochemical anomalies.
Figure 7. Sample locations over published 1:100.000 scale geology (Chen, 2003)
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4. DEGRUSSA NORTH (CURARA WELL) BASE-METALS-GOLD PROJECT
DeGrussa North (Curara Well) tenement E52/3069 is located approximately 10 km NE of Sandfire Resources high-
grade DeGrussa Copper Mine. Orientation high powered B-field moving loop TEM has been completed using a Jessy
Deep SQUID sensor. The survey was conducted over anomalous magnetic and VTEM responses which was subject
to limited drill testing (WAMEX A114841). Three subtle, mid to late time anomalies have been interpreted from the data.
These have been modelled as deep, moderately conductive, shallow dipping plates which correlate to the strongly
magnetic ultramafic units (Figures 8 and 9).
The most promising model CW03 is located along strike to the south from CWRC005 (refer ASX release 23 January
2017). This was modelled as a deep, moderately conductive (1280mSm), flat lying plate which lies below previous
drilling and are oblique to the measured dip of the ultramafic. The shallow dips may reflect some transgressive feature
at depth or limitations in the modelling. The tenor of the MLTEM responses may be indicative of sulphides or other
conductors off hole (ASX release 31 July 2024). Further drilling and downhole EM surveys are planned.
Figure 8. Location of MLTEM anomaly over TMI
1VD image with EM stations and RC/DD drill hole
collars.
Figure 9. Location of MLTEM Slingram Z Channel
30 image with anomaly outlines.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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5. MARVEL LOCH EAST BASE METALS AND RARE EARTH PROJECT
The Marvel Loch East Project is located about 60 km east of Marvel Loch and 140 km southwest of Kalgoorlie, Western
Australia (Figure 10). The project consists of two granted exploration licences (E15/1796, E15/1946) for a total area of 105
blocks (307 km2).
Geologically, the project is within the Southern Cross Domain of the Archaean Yilgarn Craton and covers extensive areas
of poorly outcropping granitic rocks that locally contain rafts of greenstone rocks and are intruded by laterally extensive
mafic dykes. Exploration by Venus shows that the project area is prospective for Rare Earth Element (REE) mineralisation
(refer VMC ASX releases 14 March 2023, 30 September 2022) and is also considered to have potential for base metal
mineralisation, particularly in association with late dykes.
The Company has completed a high-resolution aeromagnetic survey over sections of the project tenements in early 2023
(refer VMC ASX releases 27 January &14 March 2023). Comparison of the aeromagnetic survey results with available
wide-spaced (2km) government gravity data outlined several gravity anomalies semi-coincident to magnetic features.
Reconnaissance phase 1 gravity survey defined a lenticular gravity anomaly of 0.4 - 0.5mgal approximately 600m x 100m
in size coincident with the magnetic dyke anomaly and open along strike (31 January 2024).
Two reconnaissance phase 2 gravity surveys (North and South) were conducted and the northern survey within tenement
E15/1946 (Figure 10) successfully confirmed and further defined a circular gravity anomaly up to1.5mgal
approximately 1km in size appearing coincident with magnetic mafic dykes (N1). In addition, two other gravity
anomalies up to 1km in extent were defined (N2 and N3). 3D inversion modelling was completed on the gravity survey and
suggest the anomalies start at shallow (within 50m) depth below recent cover (Figures 11 &12).
Figure 10. Marvel Loch East Project gravity survey and surface sample location map
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The close association of gravity anomaly N1 with an east-west magnetic dyke is considered a possible analogue to the
Jimberlana Dyke which is prospective for base metal mineralisation. Anomaly N2 is associated with a north-east trending
magnetic unit that may represent rafts of mafic and ultramafic rocks potentially prospective for gold mineralisation (refer
ASX release 29 August 2024). Further geochemical sampling programme is planned to test that area for any possible
Jimberlana-style base metal mineralisation.
Figure 11. North Survey bouguer gravity contours over TMI (left) and gravity (right).
Figure 12. North Survey, gravity3D inversion results with views looking down (top) and looking east (bottom).
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The southern gravity survey within tenement E15/1796 did not confirm the regional gravity anomaly, which is considered to be a
gridding artefact generated by the wide spaced data. Several responses <0.4mgal were evident which appear to correlate to
shallow magnetite concentration in aureoles around a granitic intrusion. Recent soil samples collected from the northern gravity
survey area are not considered anomalous in base metals, but it should be noted that the sampling did not cover the newly
defined N1 gravity anomaly. Widely spaced (200m x 200m) soil sampling over gravity anomaly S1shows anomalous REE values
(up to 529ppm TREO) (ASX release 29 August 2024).
6. YOUANMI DEEP SOUTH LITHIUM POJECT
The Deep South mineralisation represents a significant new lithium find situated in a poorly outcropping and under-explored
area directly east from the crustal-scale Youanmi Fault Zone in a newly defined southern extension of the Youanmi
Greenstone Belt, about 44 km south of the Youanmi Gold Mine (Figure 13). Lithium mineralisation was discovered by
Venus following a regional Ultrafine (UF) soil sampling programme that outlined an extensive, 1.4km x 0.4km, northeasterly
trending lithium geochemical anomaly (ASX release 6 July 2023).
Phase 1 drilling at the Deep South Prospect comprised 26 RC holes for a total of 2250m (refer ASX release 25 March
2024). The drilling programme tested the depth continuation of outcropping lithium pegmatites at Deep South. Drilling
showed a flatly northerly dipping lithium mineralised zone defined by muscovite pegmatite and characterised by enrichment
in tantalum (up to 1439ppm Ta2O5) and tin (up to 231ppm Sn). This zone is generally 5m - 10m thick and may be composed
of more than one pegmatite body. Significant intersections of high-grade lithium pegmatite at East Zone (Figure 14), starting
from surface or shallow depth;
24m @ 1.71% Li2O, including 14m @ 2.54% Li2O (0-14m) (VMC220); 15m @ 1.34% Li2O, including 8m @ 2.19% Li2O (0-
8m) (VMC209) and 7m @ 1.54% Li2O, including 3m @ 2.89% Li2O (1-4m) (VMC224).
High-grade lithium pegmatite intersected at North Zone (Figure 14) include; 2m @ 4.09% Li2O (0m-2m) (VMC212) and 3m
@ 1.89% Li2O, including 1m @ 4.06% Li2O (16-17m) (VMC213).
The drilling results confirm East Zone as a significant NNW-SSE trending lithium exploration target that is open along strike
with an overall gently northerly plunge for the high-grade lithium mineralisation. The limited drilling of North Zone also
suggests a gentle northerly dip for the lithium mineralisation with potential correlation to the high-grade East Zone (ASX
release 25 March 2024).
Figure 13. Youanmi Deep South Lithium Prospect. Location map with major Lithium deposits and
tectonic boundaries of the Yilgarn Craton. Inset shows Youanmi tenements.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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7. PENNY EAST LITHIUM PROSPECT
Penny East tenement E57/1128 is located 20km northeast from the Company’s Deep South Lithium Project and
10km east from the Penny West Gold Mine (Ramelius Resources Ltd ASX: RMS). This tenement was selected for
its prospectivity for gold and base metal mineralisation (refer ASX release 31 May 2022) but recent exploration
activities highlight its lithium potential. As part of the Company’s regional exploration of the Youanmi tenements, a
soil geochemistry sampling programme was conducted over selected areas on tenement E57/1128. A distinct lithium
soil anomaly (≥110ppm Li2O, up to 182ppm Li2O) (800m x 600m) was identified from 200m and 50m spaced
ultrafine (UF) soil sampling programme over an area previously mapped as granite but with little or no bedrock
outcrop (Figure 15). The exploration results appear to support geological models for a regional fault control on the
intrusion of lithium-rich pegmatites/granites. Lithium soil anomalies and/or lithium mineralisation have now been
reported from several localities east of the Youanmi Fault Zone over a strike length of over 30km (ASX release 29
April 2024).
Figure 14. Youanmi Deep South Lithium Prospect outcrop geology and drillhole location
Figure 15. Location of ultrafine soil samples over structural interpretation of aeromagnetic
data. Inset shows gridded Li2O assay data for the Penny East Prospect.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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8. YOUANMI PINCHER NORTH BASE METALS PROJECT
A ground-based gravity survey was conducted over the Pincher North Base Metals Project E57/986 after previous orientation
surveying and review of historical gravity surveys defined anomalies considered prospective for VMS base metal mineralisation
similar to the Pincher North Dome zinc-copper mineralisation.
The survey defined new gravity anomalies coincident with aeromagnetic responses with the previous gravity trend resolving into
a more subtle response. Two significant anomalies are evident coincident with magnetic responses. These are ovoid in shape
approximately 300m x 150m in size (Figure 16) (PWN_Grav1 and PWN_Grav2) and providing a residual gravity response up to
+0.6mgal. These are interpreted to represent a gabbroic source under cover which may have potential for Ni-Cu PGE
mineralisation. The previous gravity trend reduces to a more discrete lower amplitude gravity response of around +0.2mgal
(PWN_Grav3) (Figure 16). Subsequent modelling of the Pincher Well North gravity indicates the depth to the top of the gravity
sources commence approximately 150m below surface. The anomalies may represent gabbro’s prospective for Ni-Cu PGE
mineralisation (ASX release 31 January 2024).
Moving Loop TEM Survey B-field moving loop TEM (MLTEM) survey was also conducted at the Pincher North Prospect (E57/986
and E57/1019) within the Youanmi Project over coincident gravity and aeromagnetic responses highlighted in the gravity surveys
completed previously and the historic Linda Gossan occurrence. The aim of the MLTEM surveying was to detect and delineate
bedrock conductors associated with the coincident magnetic and gravity anomalies that may representing potential VMS base
metal mineralisation akin to the Pincher Well North Dome zinc-copper mineralisation or similar. Six lines of B-Field moving loop
TEM (Inloop and Slingram) data were collected and a total of 101 stations were recorded for a total of 4.75-line kilometres of
MLTEM data. (Figures 17a and 17b).
Figure 16. Gravity residual with anomaly outlines (left) and TMI RTP 1VD with
residual gravity contours and anomaly outlines.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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A number of anomalies are evident in the data however most have been identified related to near surface (regolith) effects or
survey noise. Two stronger late time anomalies (PW1 and PW2) evident on line 6823050N and a subtle mid to late time response
detected at the Linda Gossan line are suggested for further investigation. A subtle mid to late time anomaly (PW-3) was also
evident over the Linda Gossan in the SQUID data and the tenor of this response is low and may reflect sphalerite over copper
sulphides. The MLTEM results further to be reconciled from a geological perspective (refer ASX release 31 January 2024).
9. MANGAROON PROJECT TENEMENTS DIVESTMENT
Dreadnought Resources Limited (DRE) has acquired 100% of Venus’s three tenements (E08/3229, E09/2422 and ELA08/3539)
located in the Gascoyne Region of WA for the consideration of 16M shares and $50k cash (ex GST) and 1% Gross Royalty (refer
DRE ASX release 26 July 2024).
10. HENDERSON LITHIUM-GOLD-NICKEL PROJECT
IGO subsidiary conducted extensive surface sampling (3,678 soil samples and 7 rock chip samples) and geological mapping by
spending $866,356 (until 31 May 2024) under Farm-in and JV agreement (refer ASX release 2 May 2023). The exploration was
mainly focused on the delineation of target areas for Lithium. Due to changing priorities, IGO has withdrawn from the JV
agreement. Venus is currently reviewing the data and focusing on exploring the historically identified potential gold target areas
along the Ida fault including the Hilltop gold workings where exploratory rock-chip sampling of mullock returned 77.2 g/t Au and
2.4 g/t Au (refer ASX releases 8 May 2020 and 9 September 2021 and 31 July 2024).
Figure 17a. Pincher Well MLTEM survey location plan.
Figure 17b. Pincher Well MLTEM summary
interpretation over an image of residual gravity.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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Competent Person’s Statement
The information in this report that relates to Bellchambers Gold Project, Youanmi South Lithium, Bridgetown
Greenbushes and Copper Hills Projects Exploration Results, Mineral Resources or Ore Resources is based on
information compiled by Dr F Vanderhor, Geological Consultant who is a member of The Australian Institute of
Geoscientists (AIG). Dr Vanderhor has sufficient experience that is relevant to the style of mineralisation and type
of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined
in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves. Dr Vanderhor consents to the inclusion in the report of the matters
based on his information in the form and context in which it appears.
The information in this report that relates to Copper Hills, Marvel Loch East, Youanmi Pincher North, Curara Well
Projects 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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
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DIRECTORS’ REPORT
Your Directors submit their report for the year ended 30 June
2024.
DIRECTORS
The names of Directors in office during the financial year and
until the date of this report are as follows.
Directors were in the office for this entire period unless
otherwise stated.
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 profit of the Group amounted to $29,466,094 (2023: loss
of $5,150,010).
DIVIDENDS PAID OR RECOMMENDED
The Company distributed 55 million Rox shares as in-specie
distribution amounting to $13,451,647 to its shareholders on
12 July 2023. The unfranked dividend was valued at $0.0611
per ordinary share.
Other than the above, no dividend has been declared or paid
by the Company and the Directors do not, at present,
recommend a dividend.
REVIEW OF OPERATIONS
For details on the Review of Operations refer to pages 2 to
14.
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 26 July 2024, the Group sold three tenements located
in the Gascoyne Region relating to Mangaroon Project to
Dreadnaught Resources Limited for the consideration of 16
million shares (at a deemed price of 2.5c each), $50,000
cash and 1% Gross Royalty in respect of all minerals.
On 29 August 2024, the Group sold 350,000 shares in Rox
Resources Limited.
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
Peter Hawkins
8
8
Matthew Hogan
8
8
Barry Fehlberg
8
8
Selvakumar Arunachalam
8
8
INFORMATION
ON
DIRECTORS
AND
COMPANY
SECRETARY
Peter Charles Hawkins
Non - Executive Director/Chairman (appointed 31 July 2019)
Qualifications
B Comm
Experience
Peter Hawkins was appointed to the Board on 31 July 2019 and
has over 50 years diverse corporate experience. He has held
numerous Managing Director or Partner level positions in
several stockbroking firms and has been part of the successful
establishment and growth of a number of public and private
companies. He has served as the Chairman of the Stock
Exchange Perth Limited as a member of the ASX national
committee and has also served as Deputy Chairman of the
West Australian TAB.
He was Chairman of the Diggers and Dealers conference and
has also held Non-Executive Director positions of several
publicly listed companies over the past decade.
Directorships Held in Other Listed Entities
In the past three years Mr Hawkins has not held directorships
in any ASX listed companies.
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
600,000 ordinary shares.
750,000 unlisted options ex-price $0.1886 expiring 30/11/2025.
500,000 performance rights expiring 20/12/2024*.
750,000 Tranche A performance rights expiring 24/11/2028.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 16
* 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)
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
5,090,664 ordinary shares.
2,500,000
unlisted
options
ex-price
$0.1886
expiring
30/11/2025.
3,500,000 performance rights expiring 20/12/2024*.
2,000,000 Tranche A performance rights expiring 24/11/2028.
2,000,000 Tranche B performance rights expiring 24/11/2028.
* 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 in 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
6,785,000 ordinary shares.
750,000
unlisted
options
ex-price
$0.1886
expiring
30/11/2025.
2,000,000 performance rights expiring 20/12/2024*.
750,000 Tranche A performance rights expiring 24/11/2028.
* 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
Mr Arunachalam is currently a Non-Executive Director in
Carbine Resources Limited (ASX: CRB).
Relevant Interest in Shares, Options and Performance
Rights as at the date of this report
1,675,000 ordinary shares.
1,000,000
unlisted
options
ex-price
$0.1886
expiring
30/11/2025.
1,500,000 performance rights expiring 20/12/2024*.
1,500,000 Tranche A performance rights expiring 24/11/2028.
1,000,000 Tranche B performance rights expiring 24/11/2028.
* 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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 17
DIRECTORS’ REPORT
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 11.5% from 1 July 2024, and do not
receive any other retirement benefits.
Group Performance, Shareholder Wealth and Director
and Executive Remuneration
The remuneration policy has been tailored to increase goal
congruence
between
Shareholders,
Directors
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.
Peter Charles Hawkins – Non-Executive Director/Chairman
•
Term of agreement – commenced 31 July 2019.
•
Effective from 1 July 2024, Mr Hawkins’ base salary
was decreased to $30,000 per annum (2023: $50,000
per annum).
Matthew Hogan – Managing Director
•
On 23 July 2024, the Company entered into a new
consultancy agreement with Mining and Exploration
Investment Consultants Pty Ltd (of which Mr Hogan is a
director) which is on similar terms to the now-terminated
employment agreement between Mr Hogan and the
Company executed on 12 July 2018.
•
Monthly fee of $23,229 (exclusive GST).
•
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
•
Commenced 1 August 2019.
•
Effective from 1 July 2024, Mr Arunachalam’s base
salary was decreased to $175,000 per annum (2023:
$225,000 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 2024, Mr Fehlberg’s base salary
was decreased to $30,000 per annum (2023: $50,000
per annum).
Non-Executive Directors
Fees to Non-Executives Directors reflect the demands which
are made on, and the responsibilities of, the Directors. Non-
Executive Directors’ remuneration
consists of set fee
amounts and statutory superannuation. Directors’ base fees
are presently up to $30,000 per annum.
Non-Executives Directors’ fees are determined within an
aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The total
compensation for all Non-Executive Directors, last voted
upon by shareholders at the 2010 AGM, is not to exceed
$250,000 per annum. There is no provision for retirement
allowances for Non-Executive Directors apart from statutory
superannuation. Non-Executive Directors are eligible to be
granted options to provide a material additional incentive for
their ongoing commitment and dedication to the continued
growth of the Group.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 18
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Details of Remuneration for the year ended 30 June 2024 and 30 June 2023
Short Term
Post-
employment
Share-based
payments
S300A(1)(e)(i)
Proportion of
remuneration
performance
related*
Year
Salary, fees and
other cash
benefits
Non-
monetary
benefits (1)
Superannuation
Contribution
Shares &
Options
Total
$
$
$
$
$
%
Key Management Person (Directors)
Matthew Vernon Hogan
2024
390,772(2)
28,077
29,682
665,000
1,113,531
Nil
2023
250,000
26,116
25,292
131,680
433,088
Nil
Peter Charles Hawkins
2024
50,000
-
5,500
95,000
150,500
Nil
2023
40,000
-
4,200
39,505
83,705
Nil
Barry Fehlberg
2024
50,000
-
5,500
380,000
435,500
Nil
2023
40,000
-
4,200
39,505
83,705
Nil
Selvakumar Arunachalam
2024
225,000
21,058
24,750
285,000
555,808
Nil
2023
175,000
190
18,275
52,672
246,137
Nil
Total
2024
715,772
49,135
65,432
1,425,000
2,255,339
Total
2023
505,000
26,306
51,967
263,362
846,635
(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.
(2)
This included $90,772 paid out for unused annual and long service leaves due to Mr Hogan’s employment contract ceasing.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 19
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Options awarded and vested during the year
Terms and Conditions for each Grant during the year
Awarded
Fair value per
option at
award date
Exercise
price
Expiry
date
No. unvested
during the
year
No. vested
during the
year
Year
No.
Award date
($)
($)
Key Management Person (Directors)
Matthew Vernon Hogan
2024
-
-
-
-
-
-
-
2023
2,500,000
25/11/2022
0.0528
0.20
30/11/2025
-
2,500,000
Peter Charles Hawkins
2024
-
-
-
-
-
-
-
2023
750,000
25/11/2022
0.0528
0.20
30/11/2025
-
750,000
Barry Fehlberg
202-
-
-
-
-
-
-
-
2023
750,000
25/11/2022
0.0528
0.20
30/11/2025
-
750,000
Selvakumar Arunachalam
2024
-
-
-
-
-
-
-
2023
1,000,000
25/11/2022
0.0528
0.20
30/11/2025
-
1,000,000
Total
2024
-
-
-
-
-
-
-
2023
5,000,000
25/11/2022
0.0528
0.20
30/11/2025
-
5,000,000
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 20
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Performance rights awarded and vested during the year
Terms and Conditions for each Grant during the year
Awarded
Fair value per
right at award
date
Exercise
price
Expiry
date
No. unvested
during the
year
No. vested
during the
year
Year
No.
Award date
($)
($)
Key Management Person (Directors)
Matthew Vernon Hogan
2024
4,250,000
24/11/2023
$0.10
-
24/11/2028
4,250,000
-
2023
-
-
-
-
-
-
-
Peter Charles Hawkins
2024
750,000
24/11/2023
$0.10
-
24/11/2028
750,000
-
2023
-
-
-
-
-
-
-
Barry Fehlberg
2024
750,000
24/11/2023
$0.10
-
24/11/2028
750,000
-
2023
-
-
-
-
-
-
-
Selvakumar Arunachalam
2024
2,500,000
24/11/2023
$0.10
-
24/11/2028
2,500,000
-
2023
-
-
-
-
-
-
-
Total
2024
8,250,000
24/11/2023
$0.10
-
24/11/2028
8,250,000
-
2023
-
-
-
-
-
-
-
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 21
DIRECTORS’ REPORT
REMUNERATION REPORT (Audited) (continued)
Options lapsed during the year
Awarded
Fair value per option
at award date
Exercise
price
Expiry date
No. lapsed during
the year
Year
No.
Award date
($)
($)
Key Management Person (Directors)
Matthew Vernon Hogan
2024
600,000
26/11/2020
$0.1050
$0.30
30/11/2023
600,000
2023
2,500,000
20/12/2019
$0.1125
$0.30
30/11/2022
2,500,000
Peter Charles Hawkins
2024
300,000
26/11/2020
$0.1050
$0.30
30/11/2023
300,000
2023
750,000
20/12/2019
$0.1125
$0.30
30/11/2022
750,000
Barry Fehlberg
2024
400,000
26/11/2020
$0.1050
$0.30
30/11/2023
400,000
2023
750,000
20/12/2019
$0.1125
$0.30
30/11/2022
750,000
Selvakumar Arunachalam
2024
500,000
26/11/2020
$0.1050
$0.30
30/11/2023
500,000
2023
1,000,000
20/12/2019
$0.1125
$0.30
30/11/2022
1,000,000
Total
2024
1,800,000
26/11/2020
$0.1050
$0.30
30/11/2023
1,800,000
2023
5,000,000
20/12/2019
$0.1125
$0.30
30/11/2022
5,000,000
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 21 below.
There were no alterations to the terms and conditions of options awarded as remuneration since their award date.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 22
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 2023
Granted as
compen-
sation
Exer-
cised
Net change
Others (1)
Held at
30 June 2024
Vested
during the
year
Vested and
exercisable at 30
June 2024
Directors
M Hogan
3,100,000
-
-
(600,000)
2,500,000
-
2,500,000
P Hawkins
1,050,000
-
-
(300,000)
750,000
-
750,000
B Fehlberg
1,150,000
-
-
(400,000)
750,000
-
750,000
S Arunachalam
1,500,000
-
-
(500,000)
1,000,000
-
1,000,000
6,800,000
-
-
(1,800,000)
5,000,000
-
5,000,000
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
3,100,000
2,500,000
-
(2,500,000)
3,100,000
2,500,000
3,100,000
P Hawkins
1,050,000
750,000
-
(750,000)
1,050,000
750,000
1,050,000
B Fehlberg
1,150,000
750,000
-
(750,000)
1,150,000
750,000
1,150,000
S Arunachalam
1,500,000
1,000,000
-
(1,000,000)
1,500,000
1,000,000
1,500,000
6,800,000
5,000,000
-
(5,000,000)
6,800,000
5,000,000
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:
Held at
1 July 2023
Acquired
On
exercise
of rights
Other
change (2)
Held at
30 June 2024
Directors
M Hogan
3,500,000
4,250,000
-
-
7,750,000
P Hawkins
500,000
750,000
-
-
1,250,000
B Fehlberg
2,000,000
750,000
-
-
2,750,000
S Arunachalam
1,500,000
2,500,000
-
-
4,000,000
7,500,000
8,250,000
-
-
15,750,000
Held at
1 July 2022
Acquired
On
exercise
of options
Other
change (2)
Held at
30 June 2023
Directors
M Hogan
3,500,000
-
-
-
3,500,000
P Hawkins
500,000
-
-
-
500,000
B Fehlberg
2,000,000
-
-
-
2,000,000
S Arunachalam
1,500,000
-
-
-
1,500,000
7,500,000
-
-
-
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
7,500,000 performance rights issued on 20/12/2019 if any milestones are met.
(2)
Other changes represent performance rights that were acquired, expired, transferred or were forfeited during the year.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 23
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:
Held at
1 July 2023
Acquired
On
exercise
of options
Other
change (1)
Held at
30 June 2024
Directors
M Hogan
1,420,056
3,500,000
-
-
4,920,056
P Hawkins
100,000
500,000
-
-
600,000
B Fehlberg
4,675,000
2,000,000
-
110,000
6,785,000
S Arunachalam
175,000
1,500,000
-
-
1,675,000
6,370,056
7,500,000
-
110,000
13,980,056
Held at
1 July 2022
Acquired
On
exercise
of options
Other
change (1)
Held at
30 June 2023
Directors
M Hogan
1,320,056
100,000
-
-
1,420,056
P Hawkins
-
100,000
-
-
100,000
B Fehlberg
4,585,000
90,000
-
-
4,675,000
S Arunachalam
175,000
-
-
-
175,000
6,080,056
290,000
-
-
6,370,056
(1) Other change represents on and off-market trade.
End Remuneration Report
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 24
DIRECTORS’ REPORT
Business Risks
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 25
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 26
DIRECTORS’ REPORT
SHARES ISSUED ON EXERCISE OF OPTIONS
During the year, 650,000 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 in the Company are
as follows:
Unlisted Options
Expiry date
Exercise
price
Number
of options
30-Nov-2025
$0.1886
17,850,000
Unlisted Performance Rights
Expiry date
Exercise
price
Number
of rights
20-Dec-2024
Nil
7,500,000
24-Nov-2028
Nil
9,150,000
Total
16,650,000
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.
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 27 and forms part of the Director’s Report for the
financial year ended 30 June 2024.
This report is made with a resolution of the Directors.
Matthew Vernon Hogan
Managing Director
Perth, Western Australia
24 September 2024
Liability limited by a scheme approved under Professional Standards Legislation
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
Stantons Is a member of the Russell
Bedford International network of firms
24 September 2024
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 2024, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
Martin Michalik
Director
Page | 27
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 28
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 fourth edition of the ASX
Corporate Governance Council's Corporate Governance Principles and Recommendations (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 information
about the Group’s corporate
governance practices may
be
found
on the Group’s website at
www.venusmetals.com.au, under the section marked "Group - Corporate Governance".
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 2024 (Reporting Period).
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
Principle 1 - Lay solid foundations for management and oversight
1.1
A listed entity should have and disclose a
board charter setting out:
(a)
the respective roles and
responsibilities of its board and
management; and
(b)
those matters expressly reserved
to the board and those delegated
to management.
Y
The Group has established the functions reserved to the
Board, and those delegated to senior executives and
has set out these functions in its Board Charter. The
Charter is available on the Group’s website at
https://www.venusmetals.com.au/company/corporate-governance.
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.
1.2
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.
Y
The Board undertakes appropriate checks before
appointing a person or putting forward to shareholders a
candidate for election
as a director and provides
shareholders with all material information in its
possession relevant to a decision on whether or not to
elect or re-elect a director.
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.
1.3
A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
Y
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.
1.4
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
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 2024
Page | 29
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
1.5
A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of
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)
the measurable objectives set
for that period to achieve
gender diversity;
(2)
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
(B)
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.
N
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
current and emerging business issues and can
effectively review and
challenge the performance of
management.
The Group has not set or disclosed measurable
objectives for achieving gender diversity. Due to the size
of the Group, the Board
does not deem it practical to
limit the Group to specific targets for gender diversity as it
operates in a very competitive labour market
where
positions are sometimes difficult to fill. However, every
candidate suitably qualified for a position has an equal
opportunity
of appointment regardless of gender, age,
ethnicity or cultural background.
1.6
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
The Group recognizes the pivotal role that the Board has
in the governance framework of the Group. Under the
Board Charter, the Chairman is responsible for
scheduling regular and effective evaluation of the Board’s
performance. An annual Board evaluation was
completed in the Reporting Period.
1.7
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.
Y
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
interview with the Managing Director to
discuss
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 30
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
Principle 2 - Structure the board to be effective and add value
2.1
The board of a listed entity should:
(a) have a nomination committee
which:
(1) has at least three members, a
majority of whom are
independent directors; and
(2) is chaired by an independent
director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b)
if it does not have a 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.
N
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.
The full Board, in its capacity as the Nomination
Committee, has not held any meetings during the
Reporting Period.
The Board has adopted a Nomination Committee
Charter which describes the role, composition, functions
and responsibilities of
the Nomination Committee. A
copy of the Nomination Committee Charter is available
on
the
Group's
website
at
https://www.venusmetals.com.au/company/corporate-governance.
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 15-16.
2.3
A listed entity should disclose:
(a) the names of the directors
considered by the board to be
independent directors;
(b) if a director has an interest, position,
or relationship of the type described
in Box 2.3 of the ASX Corporate
Governance Recommendations 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
(c)
the length of service of each
director.
Y
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
independent
exercise
of
their
judgement
and
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 15-16.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 31
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
2.4
A majority of the board of a listed entity
should be independent directors.
N
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.
2.5
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.
Y
During the Reporting Period, the Group’s independent
Chair is Mr Peter Hawkins. The Board believes that Mr
Hawkins is the most appropriate person for 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.
The Managing Director of the Group is Mr Matthew
Hogan.
2.6
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.
N
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
A listed entity should articulate and
disclose its values.
Y
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.
3.2
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
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 its legal obligations and the reasonable
expectations of its stakeholders, and the responsibility
and accountability of individuals for reporting and
investigating reports of unethical practices.
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.
3.3
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.
Y
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 32
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
3.4
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.
Y
The Group’s position on bribery and corruption are
covered in the Group’s Anti-Bribery and Corruption Policy
and
is
available
on
the
Group’s
website
https://www.venusmetals.com.au/company/corporate-governance.
Principle 4 - Safeguard integrity in corporate reports
4.1
The board of a listed entity should have
an audit committee which:
(a) has at least three members, all
of whom are non-executive
directors and a majority of
whom are independent
directors; and
(b) is chaired by an independent
director, who is not the chair of
the board,
and disclose:
(c) the charter of the committee;
(d) the relevant qualifications and
experience of the members of
the committee; and
(e) 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.
Y
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.
4.2
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
(a) financial records of the entity have
been properly maintained and
(b) 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.
Y
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 33
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
4.3
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.
Y
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
by documenting the sources of information and
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.
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
ASX LR 3.1.
Y
The Group has established written policies and
procedures for complying with its continuous disclosure
obligations under the ASX Listing Rules. A summary of
the Group’s Policy on Continuous Disclosure is disclosed
the
Group’s
website
https://www.venusmetals.com.au/company/corporate-governance.
5.2
A listed entity should ensure that its
board receives copies of all material
market announcements promptly after
they have been made.
Y
Copies of all material market announcements are
provided to the Group’s Board immediately after they
have been made.
5.3
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.
Y
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.
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.
Y
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.
6.2
A listed entity should have an investor
relations program that facilitates
effective two-way communication with
investors.
Y
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.
6.3
A listed entity should disclose how it
facilitates and encourages participation
at meetings of security holders.
Y
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.
6.4
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.
Y
The Group ensures that all substantive resolutions at
meeting of security holders are decided by a poll rather
than by a show of hands.
6.5
A listed entity should give security
holders the option to receive
communications from, and send
communications to, the entity and its
security registry electronically.
Y
Shareholders are given the option to receive
communications from, and send communications to, the
Group and its share registry electronically. The contact
details of the Group and its share registry are available
on the website. Further, shareholders may register to
receive ASX Announcements through the website.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 34
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
Principle 7 - Recognise and manage risk
7.1
The board of a listed entity should have a
committee or committees to oversee risk,
each of which:
(a) has at least 3 members, a
majority of whom are
independent directors; and
(b) is chaired by an independent
director,
and disclose:
(c) the charter of the committee;
(d) the members of the committee;
and
(e) 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.
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.
N
The Board has adopted a Risk Management Policy,
which sets out the Group's risk profile. Under the
policy, the Board is responsible for approving the
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
responsible for identifying, assessing, monitoring and
managing risks. The Managing Director is also
responsible for updating the Group's material business
risks to reflect any material changes, with the approval of
the Board.
In fulfilling the duties of risk management, the
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:
•
the Board has established authority limits for
management, which, if proposed to be
exceeded, requires prior Board’ s approval;
•
the
Board
has
adopted
a
compliance
procedure for the purpose of ensuring
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.
7.2
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.
Y
The Board has required management to design,
implement and maintain risk management and internal
control systems to manage
the Group's material
business risks. The Board also requires management
to report to it confirming that those risks are being
managed effectively. The Board has received a report
from management as to the effectiveness of the Group's
management of its
material business risks for the
Reporting Period.
The Managing Director has provided assurance in
writing to the Board that the Group’s financial reports
are founded on a sound system of risk management
and internal compliance and control which implements
the policies adopted by the Board.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 35
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
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 reputation and performance of
the Group.
Directors must keep the Board advised, on an ongoing
basis, of any interest that could potentially conflict with
those of the Group.
The Board has developed
procedures to assist Directors to disclosed potential
conflict of interest.
Where the Board believes that a significant conflict exists
for a Director on a board matter, the Director concerned
does not receive
the relevant board papers and is not
present at the meeting whilst the item is considered.
A summary of the Group’s Risk Management Policy is
available on the Group’s website.
7.3
A listed entity should disclose if it has an
internal audit function, how the function
is structured and what role it performs.
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
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
discussion of the management of material
business
risks as outlined in the Group’s Risk Management Policy
at
https://www.venusmetals.com.au/company/corporate-
governance.
7.4
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.
Y
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
Mitigation strategies
Market risk –
movements in
commodity prices
The
group manages
its
exposure to market risk by
monitoring market conditions
and making decisions based
on industry experience.
Future capital –
cost and
availability of
funds to meet
the Group’s
business needs
The Group monitors its cash
reserves and manages its
liquidity risk by monitoring its
cash reserves and forecast
spending. Management is
cognisant
of
the
future
demands for liquid finance
requirements to finance the
group’s current and future
operations.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 36
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
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
majority of whom are
independent directors; and
(2) is chaired by an independent
director,and disclose:
(A) the charter of the committee;
(B) the members of the committee;
and
(C) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b)
if it does not have a remuneration
committee, disclose that fact and
the processes it employs for setting
the level and composition of
remuneration for directors and
senior executives and ensuring that
such remuneration is appropriate
and not excessive.
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.
8.2
A listed entity should separately disclose
its policies and practices regarding
(a) the remuneration of non-executive
directors and
(b) the remuneration of executive
directors and other senior
executives.
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.
8.3
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.
N/A
The Group does not have an equity-based remuneration
scheme and this recommendation is therefore not
applicable.
Principle 9 – Additional recommendations that apply only in certain cases
9.1
Listed entity with a director who does not
speak the language in which the board
or security holder meetings are held or
key corporate documents are written
should disclosed the processes it has in
place to ensure the directors
understands and can contribute to the
discussions at those meetings and
understands and can discharge their
obligations in relation to those
documents.
N/A
The Group does not have directors who do not speak
English.
9.2
Listed entity established outside
Australia should ensure that meetings of
security holders are held at reasonable
place and time.
N/A
The Group was established in Australia.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 37
Principle
Corporate
Governance
Council
Recommendation
Conform
(Y/N)
Disclosure
9.3
Listed entity established outside
Australia, and an externally managed
listed entity that has an AGM, should
ensure that its external auditor attends
its AGM and is available to answer
questions from security holders relevant
to the audit.
N/A
The Group was established in Australia and holds its
AGM in Australia. The Group’s external auditor attends
its AGM and is available to answer questions from
security holders relevant to the audit.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 38
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2024
Note
2024
2023
$
$
Revenue
4
33,527
46,084
Other income
4
1,181
14,154
Profit on sale of fixed assets
2,450
-
Gain from sale of tenements
5
36,363,794
-
Loss on sale of investments
(99,984)
(35,000)
Employee benefit expenses
6
(2,552,194)
(1,225,229)
Exploration expense
(1,425,933)
(3,769,113)
Depreciation and amortisation expense
(79,690)
(70,452)
Changes in market value of shares
(125,000)
579,167
Share of loss – associate
28
(2,251,463)
-
Other expenses
(400,594)
(689,621)
Profit / (Loss) before income tax
29,466,094
(5,150,010)
Income tax
7
-
-
Profit / (Loss) for the year
29,466,094
(5,150,010)
Other comprehensive income
-
-
Income tax on other comprehensive income
-
-
Other comprehensive income for the year, net of tax
-
-
Total comprehensive profit / (loss) for the year
29,466,094
(5,150,010)
Net profit / (loss) attributable to:
Owners of the Company
29,466,094
(5,150,010)
Net profit / (loss) for the year
29,466,094
(5,150,010)
Total comprehensive profit / (loss) attributable to:
Owners of the Company
29,466,094
(5,150,010)
Total comprehensive profit / (loss) for the year
29,466,094
(5,150,010)
Earnings per share
Basic profit / (loss) per share
9
0.155
(0.030)
Diluted profit / (loss) per share
9
0.155
(0.030)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 39
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Note
2024
2023
$
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
11
701,968
3,501,632
Trade and other receivables
10
226,995
364,724
Financial assets at fair value through profit or loss
27
-
1,575,000
Assets held for sale
14
-
2,233,257
Prepayments
151,646
245,073
TOTAL CURRENT ASSETS
1,080,609
7,919,686
NON-CURRENT ASSETS
Property, plant and equipment
12
167,220
197,496
Capitalised acquisition costs
13
120,700
120,700
Investment in associate
28
15,148,761
-
Intangibles
15
9,500,000
1,040,000
Right-of-use assets
16
48,395
-
TOTAL NON-CURRENT ASSETS
24,985,076
1,358,196
TOTAL ASSETS
26,065,685
9,277,882
CURRENT LIABILITIES
Trade and other payables
17
306,889
299,728
Employee benefits
18
66,682
161,739
Lease liability - current
16
24,136
-
Other current liabilities
19
-
6,697,051
TOTAL CURRENT LIABILITIES
397,707
7,158,518
NON-CURRENT LIABILITIES
Lease liability – non-current
16
26,336
-
TOTAL NON-CURRENT LIABILITIES
26,336
-
TOTAL LIABILITIES
424,043
7,158,518
NET ASSETS
25,641,642
2,119,364
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 40
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Note
2024
2023
$
$
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Share capital
20
37,401,872
38,354,041
Reserves
20
13,706,873
5,246,873
Accumulated losses
(25,467,103)
(41,481,550)
TOTAL EQUITY
25,641,642
2,119,364
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 41
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2024
Attributable to owners of the Company
Share Capital
Share base
payment
reserve
Revaluation
Reserve
(Note 20)
Accumulated
Losses
Total Equity
$
$
$
$
$
As at 1 July 2023
38,354,041
5,246,873
-
(41,481,550)
2,119,364
Total comprehensive income for the year
Profit for the year
-
-
-
29,466,094
29,466,094
Total comprehensive profit for the
year
-
-
-
29,466,094
29,466,094
Transactions with owners recorded directly into equity
Contributions by and distributions to owners
Issue of ordinary shares
1,555,000
-
-
-
1,555,000
Return of capital (Note 20)
(2,498,129)
-
-
-
(2,498,129)
Dividend
-
-
-
(13,451,647)
(13,451,647)
Transaction costs
(9,040)
-
-
-
(9,040)
Revaluation increase (Note 15)
-
-
8,460,000
-
8,460,000
Balance at 30 June 2024
37,401,872
5,246,873
8,460,000
(25,467,103)
25,641,642
Attributable to owners of the Company
Share Capital
Share base
payment
reserve
Revaluation
Reserve
(Note 20)
Accumulated
Losses
Total Equity
$
$
$
$
$
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
-
-
-
(5,150,010)
(5,150,010)
Total comprehensive loss for the
year
-
-
-
(5,150,010)
(5,150,010)
Transactions with owners recorded directly into equity
Contributions by and distributions to owners
Issue of ordinary shares
2,800,000
-
-
2,800,000
Issue of options as share- based payments
-
537,894
-
537,894
Options fee received
-
500
-
-
500
Transaction costs
(448,661)
-
-
-
(448,661)
Balance at 30 June 2023
38,354,041
5,246,873
-
(41,481,550)
2,119,364
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 42
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2024
Dividend paid were noncash and represented a distribution of 55 million Rox Resources Limited shares to ordinary
shareholders.
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Note
2024
2023
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
29,368
46,084
Cash paid to suppliers and employees
(1,458,550)
(1,686,392)
Exploration expenditure
(1,338,643)
(1,722,320)
R&D tax credit
-
14,154
Net cash flows used in operating activities
11 (b)
(2,767,825)
(3,348,474)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of plant and equipment
(25,216)
(51,374)
Acquisition of royalty
-
(575,000)
Acquisition of listed investments
(250,000)
(366,667)
Proceeds from sale of listed investments
150,017
340,000
Net cash flows used by investing activities
(125,199)
(653,041)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of shares (net of costs)
120,960
2,075,199
Payment of finance lease liability
(27,600)
(49,250)
Proceeds from issues of unlisted options
-
500
Net cash flows provided by financing activities
93,360
2,026,449
Net decrease in cash and cash equivalents
(2,799,664)
(1,975,066)
Cash and cash equivalents at 1 July
3,501,632
5,476,698
Cash and cash equivalents at 30 June
11(a)
701,968
3,501,632
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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 2024 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,
copper, base metals, vanadium, lithium and Rare Earth Elements.
Note 2 Summaries of material 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 24 September 2024.
(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 2024 the Group recorded a profit of $29,466,094 (2023: loss $5,150,010), cash outflow from operations
$2,767,825 (2023: $3,348,474), working capital surplus of $682,902 (2023: $761,168 surplus) and net assets of $25,641,642
(2023:$2,119,364).
The Group had $701,968 cash and cash equivalents at 30 June 2024
The Directors have prepared a cash flow forecast, which indicates that Group will have sufficient cash flows to meet all
commitments and working capital requirements for the 12 month period from the date of signing this financial report. The forecast
includes capital raisings to be finalized within the next 12 months, along with the sale of investments in listed entity made
subsequently, as disclosed in note 30.
Should the Group not achieve additional funding required, there is uncertainty whether the Group would continue as a going
concern and therefore whether it would realise its assets and extinguish its liabilities in the normal course of business and at the
amounts stated in the financial report.
No adjustments have been made in this report with regard to the recoverability or classification of recorded asset amounts or to
the amounts on classification of liabilities that might be necessary should the group not be able to continue as a going concern.
The consolidated 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 course of business.
(c) New and Amended Accounting Standards Adopted by the Group
The Group has considered the implications of new and amended Accounting Standards which have become applicable for the
current financial reporting period.
AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting
Estimates.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The Group adopted AASB 2021-2 which amends AASB 7, AASB 101, AASB 108 and AASB 134 to require disclosure of ‘material
accounting policy information’ rather than significant accounting policies’ in an entity’s financial statements. It also updates AASB
Practice Statement 2 to provide guidance on the application of the concept of materiality to accounting policy disclosures.
The adoption of the amendment did not have a material impact on the financial statements.
AASB 2022-7: Editorial Corrections to Australian Accounting Standards and Repeal of Superseded and Redundant Standards
AASB 2022-7 makes editorial corrections to various Australian Accounting Standards and AASB Practice Statement 2. It also
formally repeals the superseded and redundant Australian Accounting Standards set out in Schedules 1 and 2 of this standard.
The adoption of the amendment did not have a material impact on the financial statements.
(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 2025. The amendment is not expected to
have a material impact on the financial statements once adopted.
AASB 2021-7c: Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and
Editorial Corrections
AASB 2021-7c defers the application of 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 2026. The impact of initial application is
not yet known.
The Group plans on adopting the amendment for the reporting period ending 30 June 2025. The amendment is not expected to
have a material impact on the financial statements once adopted.
(e) Material 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 31.
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the
requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie
unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair
value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair
values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with
the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market
available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or
minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its
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.
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The Group would change the categorisation within the fair value hierarchy only in the following circumstances:
(i)
if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or
(ii)
if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa.
When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e.
transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred.
(f) Subsidiaries
Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases.
(g) Jointly controlled operations
A jointly controlled operation is a joint venture by each venture using its own assets in pursuit of the joint operations. The
consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of
pursuing the joint operations, and the expenses that the Group incurs and its share of the income that it earns from the joint
operation.
(h) Income tax
Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
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
right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on
the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(i) Property, plant and equipment
(i)
Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment
losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the
following:
•
The cost of materials and direct labour,
•
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
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.
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(iii) Depreciation
Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of
internally constructed assets, from the date the asset is completed and ready for use.
The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is
depreciated on a reducing balance basis over their useful lives to the entity commencing from the time the asset is held ready for
use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
Plant and equipment
40%
Computer equipment
40%
Motor vehicles
40%
Building improvements
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 in
relation to that area of interest.
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price
in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where
applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging
instruments,are classified into the following categories upon initial recognition:
§ amortised cost;
§ fair value through other comprehensive income (FVOCI); and
§ fair value through profit or loss (FVPL).
Classifications are determined by both:
§ The contractual cash flow characteristics of the financial assets; and
§ The entities business model for managing the financial asset.
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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 24 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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
(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 assess 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
21.
(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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
(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)
Superannuation
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 21.
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
(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) Intangible assets
Recognition and Measurement
Intangible assets are initially recognized at cost.
After initial recognition, an intangible asset are carried at a revalued amount, being its fair value at the date of the revaluation
less any subsequent accumulated amortisation and any subsequent accumulated impairment losses. Revaluations are
made with such regularity that at the end of the reporting period the carrying amount of the asset does not differ materially
from its fair value.
If an intangible asset’s carrying amount is decreased as a result of a revaluation, the decrease shall be recognised in profit
or loss. However, the decrease shall be recognised in other comprehensive income to the extent of any credit balance in
the revaluation surplus in respect of that asset. The decrease recognised in other comprehensive income reduces the
amount accumulated in equity under the heading of revaluation surplus.
Amortisation of intangibles assets
The royalty rights are amortized on a straight-line basis over the estimated life of the mine. Amortization begins when the
mine goes into production.
(z) Investment in associate
Associates are all entities over which the group has significant influence but not control or joint control. This is generally
the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for
using the equity method of accounting after initially being recognised at cost.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise
the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of
movements in other comprehensive income of the investee in other comprehensive income. Dividends received or
receivable from associates are recognised as a reduction in the carrying amount of the investment. Where the group’s
share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured
long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the other entity.
(aa) Dividend
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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
2024
$
2023
$
Interest income
33,527
46,084
Revenue
33,527
46,084
R&D Tax credit
-
14,154
Others
1,181
-
Other income
1,181
14,154
Note 5 Gain on sale of tenements
2024
$
2023
$
Consideration received
31,900,000
-
Rox loan forgiven Note 19
6,697,051
-
Asset held for sale Note 14
(2,233,257)
-
Gain on sale of tenements
36,363,794
-
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 $0.29 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 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.
As part of the agreement above, the amount owing by the Group to Rox at a value of $6,697,051 was extinguished via a Deed
of Forgiveness. The Group recorded the extinguished loan amount on the completion of transaction on 7 July 2023.
The company obtained a class ruling about the in-specie distribution of shares in Rox Resources Limited to shareholders of
Venus Metals Corporation Limited. The in-specie distribution had a return of capital component of $2,498,129 with the remaining
value of $13,451,647 being an unfranked dividend paid to Venus shareholders. Also Refer Note 28 and Note 20.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 6 Employee benefits expense
2024
$
2023
$
Wages and salaries
1,018,055
858,089
Compulsory social security contributions
109,139
93,106
Share-based payment transaction expense
1,425,000
274,034
2,552,194
1,225,229
Note 7 Income tax
2024
$
2023
$
(a)
Numerical reconciliation of income tax
expense to prima facie tax payable
Accounting profit / (loss) before income tax
29,466,094
(5,150,010)
Less: R&D tax credit
-
(14,154)
Profit / (Loss) from continuing operations before tax credit
29,466,094
(5,164,164)
Prima facie tax expense / (benefit) from ordinary activities at 30.0%
(2023: 30.0%)
8,839,828
(1,549,249)
Tax effect of amounts which are not (taxable) / deductible in
calculating taxable income (including R&D tax credit)
(10,479,863)
86,432
Movement in unrecognised temporary differences
1,640,035
(34,918)
Tax effect of current year losses for which no deferred tax assets
have been recognised
-
1,497,735
Income tax expense
-
-
2024
$
2023
$
(b)
Tax losses
Revenue losses
5,019,716
33,455,637
Capital losses
-
1,164,557
Total
5,019,719
34,620,194
Potential tax benefit at 30.0% (2023: 30.0%)
1,505,915
10,386,05
8
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
(c)
Deferred tax asset / (liability) not brought to account and carried
forward in relation to:
2024
$
2023
$
Tax losses
1,505,915
10,386,058
Section 40-880 deduction
134,814
130,663
Exploration acquisition costs
(318,209)
(905,434)
Prepayment
(45,494)
(73,522)
Provisions
42,519
68,358
Revaluation gain
(2,538,000)
-
Plant & Equipment
(8,487)
(39,970)
(1,226,942)
9,566,153
There is no tax payable attached to the payment of dividends in either 2023 or 2024 as a result of the dividend payments
by the group to its shareholders.
Note 8 Related party disclosures
Key management personnel compensation
2024
$
2023
$
Short-term employee benefits
715,772
505,000
Post-employment benefits
65,432
51,967
Other costs
49,135
26,306
Share-based payments
1,425,000
263,362
2,255,339
846,635
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 $75,598 (2023: $70,720) 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 $111,000 (2032: $84,293) as Health & Safety Officer and Logistic Manager.
There were no other transactions with related parties during the year.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 9 Loss per share
The calculation of basic and diluted loss per share for the years ended 30 June 2024 and 30 June 2023 were based on the
following:
2024
$
2023
$
Net profit / (loss) attributable to ordinary equity holders of
the Company
29,466,094
(5,150,010)
2024
No.
2023
No.
Weighted average number of ordinary shares used in
calculating basic loss per share
189,656,354
172,315,806
2024
$
2023
$
Basic gain / (loss) per share
0.155
(0.030)
Diluted gain / (loss) per share
0.155
(0.030)
Note 10 Trade and other receivables
2024
$
2023
$
Other receivables
226,995
364,724
None of the receivables are past due or impaired.
Note 11 Cash and cash equivalents
(a)
Cash and cash equivalents
2024
$
2023
$
Cash at bank and on hand
701,968
3,501,632
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 59
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
(b)
Reconciliation of cash flows from
operating activities
2024
$
2023
$
Profit / (Loss) for the year
29,466,094
(5,150,010)
Adjustments for:
- Loss on sale of listed investments
99,984
35,000
- Depreciation and amortisation
79,690
70,452
- Share-based payment transaction expenses
1,425,000
274,034
- Interest on lease
5,478
429
- Gain on sale of tenements
(36,363,794)
-
- Fair value (gain) / loss on revaluation of listed investments
125,000
(579,167)
- Share of loss – associate
2,251,463
-
Changes in:
- Prepayments
93,427
(106,892)
- Trade and other receivables
137,729
(87,163)
- Trade and other payables
7,161
(13,886)
- Employee benefits
(95,057)
37,244
- Other current liabilities
-
2,171,485
Net cashflows used in operating activities
(2,767,825)
(3,348,474)
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 12 Property, plant and equipment
Motor vehicles
$
Plant & equipment
$
Total
$
Cost
Balance 1 July 2023
142,468
282,594
425,062
Additions
23,659
1,557
25,216
Disposals
-
-
-
Balance at 30 June 2024
166,127
284,151
450,278
Balance 1 July 2022
285,538
506,946
792,484
Additions
-
51,374
51,374
Disposals
(143,070)
(275,726)
(418,796)
Balance at 30 June 2023
142,468
282,594
425,062
Accumulated depreciation
Balance 1 July 2023
79,202
148,364
227,566
Depreciation charge for the year
21,239
34,253
55,492
Disposal
-
-
-
Balance at 30 June 2024
100,441
182,617
283,058
Balance 1 July 2022
201,407
396,153
597,560
Depreciation charge for the year
21,089
27,943
49,032
Disposal
(143,294)
(275,732)
(419,026)
Balance at 30 June 2023
79,202
148,364
227,566
Carrying amounts
At 30 June 2024
65,686
101,534
167,220
At 30 June 2023
63,266
134,230
197,496
Note 13 Capitalised acquisition costs
2024
$
2023
$
Cost
Balance at 1 July
3,102,133
5,260,390
Acquisition costs during the year
-
75,000
Reclass during the year
-
(2,233,257)
Cost reversed due to tenements sale
(2,981,433)
-
Balance at 30 June
120,700
3,102,133
Impairment
Balance at 1 July
(2,981,433)
(2,981,433)
Impairment
-
-
Impairment reversed due to tenements sale
2,981,433
-
Balance at 30 June
-
(2,981,433)
Carrying amounts
120,700
120,700
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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 14 Asset Held for sale
2024
$
2023
$
At the beginning of the year
2,233,257
-
Classified as held for sale during the year
-
2,233,257
Sold during the year Note 5
(2,233,257)
-
At the end of the year
-
2,233,257
Note 15 Intangibles
2024
$
2023
$
Non-current assets
Royalty rights
1,040,000
1,040,000
Less: Accumulated amortization
-
-
Less: Impairment
-
-
Add: Revaluation increase
8,460,000
-
9,500,000
1,040,000
Reconciliations of the intangible asset at the beginning and end of the current and previous financial year are set
out below:
2024
$
2023
$
Balance 1 July
1,040,000
-
Additional at cost (1)
-
1,040,000
Revaluation of assets (2)
8,460,000
-
Impairment of assets
-
-
Amortisation expense
-
-
Balance 30 June
9,500,000
1,040,000
(1)
The Group acquired a 0.3% royalty in relation to the Youanmi Gold Project 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.
(2)
The Group currently holds a 1% Net Smelter Royalty (NSR) related to the Youanmi Gold Project. The project
is held 100% by Rox Resources Limited (ROX) with the Group holding a combined 1% NSR royalty on all
gold production from the Youanmi Gold Mining Leases.
The 1% NSR is a combination of a 0.3% NSR purchased by the Group for approximately $1.04 million (refer
Note 1 above) and a 0.7% NSR acquired via execution of minerals royalty deed dated 30 June 2019 between
Oz Younami Gold Pty Ltd, Rox Murchison Pty Ltd and the Company.
Post 31 December 2023, the Company has decided to change accounting policy for royalty rights from the
cost model to the revaluation model. In view of the change, the adoption of the new policy results in the
financial statements providing reliable and more relevant information about the intangible assets in relation
to royalty on the Group’s financial position, financial performance or cash flows.
For the current financial year ended 30 June 2024, the Company engaged an external and independent
valuation company to determine the fair value of the 1% royalty rights currently held by the Group. Discounted
cash flow approach and a normalized transaction value approach were used to determine the fair value.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 15 Intangibles (continued)
The following key assumptions were used in the discounted cashflow calculations:
Key Assumptions Used in Value-In-Use Calculations:
1. Deposit size: this has been determined based on the ROX’s Pre-Feasibility Study announced in July 2024 and
the mineral resource estimate announced in January 2024.
2. Time to first fills: 3 years; includes Completion of DFS, FEED Study, financing, approvals and construction
3. Production rate: 0.75Mtp.a. for a Mine life of ~7.7 years.
4. Mine life: 7.7 years.
5. Discount rate: 6%
6. Plant recovery 92.6%
7. Discovery probability factor: 100%
8. Development probability factor: 60%.
9. Gold price: $3,100/oz.
The Group reviews its intangible assets for impairment each reporting period. The Group has not found anything to
indicate that any royalty interests are impaired as at 30 June 2024.
Note 16 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.
The original office lease dated 12 June 2020 was further extended for the period of 3 years commencing on 1 July 2023.
(a) Carrying value
2024
$
2023
$
Balance at inception of the lease
72,593
64,262
Accumulated depreciation
(24,198)
(64,262)
48,395
-
(b) AASB related amounts recognised in the consolidated statement of profit or loss and other comprehensive income
2024
$
2023
$
Depreciation expense
24,197
21,420
Interest expenses (included in administrative expenses)
5,096
589
29,293
22,009
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 16 Right-of-use assets and lease liability (continued)
(c) Total cash outflows for leases
2024
$
2023
$
Repayment of lease liability
27,600
27,171
(d) Option to extend or terminate
The Group uses hindsight in determining the lease term where contract contains option to extend or terminate the lease.
(e) Lease liability
2024
$
2023
$
Balance at 1 July
-
27,171
New lease
72,593
-
Less: Principle Repayments
(22,121)
(27,171)
50,472
-
Current lease liability
24,136
-
Non-Current lease liability
26,336
-
(f) The maturity analysis of lease liabilities based on contractual undiscounted cash flows is shown in the table below:
< 1 year
$
1-5 years
$
> 5 years
$
Total undiscounted
lease liability
$
Lease liability
included in the
Consolidated
Statement of
Financial
Position
$
30 June 2024
Lease liability
24,136
26,336
-
-
50,472
30 June 2023
Lease liability
-
-
-
-
-
Note 17 Trade and other payables
2024
$
2023
$
Trade payables
200,645
157,292
Accrued expenses
47,569
48,476
Other payables (including GST payable)
58,675
93,960
306,889
299,728
The Group’s exposure to liquidity risk related to trade and other payables is disclosed in Note 24.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 18 Employee benefits
2024
$
2023
$
Liability for annual leave
47,979
125,612
Liability for long service leave
18,703
36,127
66,682
161,739
Note 19 Other current liabilities
2024
$
2023
$
Amount owing to a joint venture partner
-
6,697,051
This amount includes a limited recourse loan which amounted to $nil (30 June 2023: $6,697,051) 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 nil % (30 June 2023: 70%) held by Rox.
The total amount of $6,697,051 was extinguished via a Deed of Forgiveness as part of the asset sale and purchase
agreement with Rox (refer to Note 5 above).
Note 20 Capital and reserves
Share capital
2024
$
2023
$
189,728,683 (2023: 181,578,683) fully paid ordinary shares
37,401,872
38,354,041
2024
No.
2023
No.
2024
$
2023
$
On issue at 1 July
181,578,683
160,078,683
38,354,041
36,002,702
Issued during the year (1)
8,150,000
21,500,000
1,555,000
2,800,000
Share issue costs
-
-
(9,040)
(448,661)
Return of capital
-
-
(2,498,129)
-
On issue at 30 June
189,728,683
181,578,683
37,401,872
38,354,041
(1)
At the Company’s 2019 Annual General Meeting, shareholders approved the issue of Performance Rights to the
Directors (or their respective nominee(s)) as part of the Directors’ remuneration package and long term incentives.
Vesting of the Performance Rights is subject to the performance milestones, which is associated with the Youanmi
Gold Project.
Pursuant to the Transaction Asset sale and purchase agreement, the Company has disposed of its interests in gold
in the Youanmi Gold Project to Rox Resources Limited. Therefore, the Company considers it highly unlikely that the
operational performance milestones of the Performance Rights will be met. Each of the Directors have undertaken
significant work to progress the Company’s projects since being granted the Performance Rights in 2019.
In recognition of this fact, and the likelihood that the milestones for the Performance Rights will no longer be able to
be met, the Company has issued 7,500,000 fully paid ordinary shares at a deemed price of $0.19 per share having
value of $1,425,000 to the Directors (or their respective nominee(s) who hold those Performance Rights) equivalent
to their entitlements under the Performance Rights as if they had vested.
During the year, 650,000 of unlisted options were exercised into ordinary fully paid shares at the issue price of $0.20
each.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 20 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
2024
$
2023
$
As at 1 July
5,246,873
4,708,479
Share-based payment transactions
-
537,894
Option fee received
-
500
Revaluation increase – Note 15
8,460,000
-
As at 30 June
13,706,873
5,246,873
Options
2024
No.
2023
No.
As at 1 July
21,275,000
8,525,000
Issued during the year
-
19,000,000
Exercised during the year
(650,000)
(500,000)
Lapsed during the year
(2,775,000)
(5,750,000)
As at 30 June
17,850,000
21,275,000
Performance rights
2024
No.
2023
No.
As at 1 July (2)
7,500,000
7,500,000
Issued during the year (1)
9,150,000
-
Exercised during the year
-
-
Lapsed during the year
-
-
As at 30 June
16,650,000
7,500,000
Performance rights issued during the period:
(1)
On 24 November 2023, the Company issued a total of 9,150,000 of performance rights, comprising of 6,150,000 unlisted
Tranche A performance rights to both directors and employees and 3,000,000 unlisted Tranche B performance rights
to directors - Refer to Note 21 below.
(2)
As set out in the Company’s Notice of Meeting released on 24 May 2023, the holders have undertaken not to exercise
7,500,000 performance rights issued on 20 December 2019 (with expiry date of 20 December 2024) if any milestones
are met.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 20 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.
Note 21 Share-based payment arrangements
On 16 November 2023, the shareholders approved to issue 6,150,000 unlisted Tranche A Performance Rights at nil
consideration each converting into one ordinary share on meeting the vesting conditions (at zero-exercise price, expiring
five years from the date of issue, being 24 November 2028) to the Directors (or their nominees) and employees (or their
nominees) as set out below.
Director/Employee
Number of Tranche A
Performance Rights
Matthew Vernon Hogan & Zoe Louise Hogan (Mr Matthew Hogan’s nominee)
2,250,000
Yafco Pty Ltd <3 Bear Superfund No 1> (Mr Barry Fehlberg’s nominee)
750,000
Boronia Investments Pty Ltd (Mr Peter Hawkins’ nominee)
750,000
Sai Jayam Family Trust A/C (Mr Selvakumar Arunachalam’s nominee)
1,500,000
Jared Lange
200,000
Marine Manna Pty Ltd (Mr Patrick Tan’s nominee)
400,000
Fop Vanderhor
300,000
Total
6,150,000
The Tranche A Performance Rights will vest based on:
a)
50% of the original issue will vest on the Company announcing an ASX announcement of a Mineral Resource or Mineral
Resources (reported in accordance with the JORC Code) estimated as at least 5 million tonnes at 1% Li20 or higher,
in respect of any area the subject of the Youanmi Lithium Project. For the avoidance of doubt, the Mineral Resource(s)
may be distributed over multiple pits/deposits.
b)
25%* of the original issue will vest on the Company announcing a scoping study (in accordance with the JORC Code)
in relation to the Youanmi Lithium Project being completed and announced to the ASX.
c)
25% - 50%* of the original issue will vest on the Company announcing a PFS (in accordance with the JORC Code) in
relation to the Youanmi Lithium Project being completed and announced to the ASX.
*If a PFS in relation to the Youanmi Lithium Project is completed and announced to the ASX prior to a scoping study,
then 50% of Tranche A Performance Rights will vest upon a PFS being completed and announced to the ASX.
On 16 November 2023, the shareholders also approved to issue 3,000,000 unlisted Tranche B Performance Rights at nil
consideration each converting into one ordinary share on meeting the vesting conditions (at zero-exercise price, expiring five
years from the date of issue, being 24 November 2028) to the Directors (or their nominees) as set out below.
Director/Nominee
Number of Tranche B
Performance Rights
Matthew Vernon Hogan & Zoe Louise Hogan (Mr Matthew Hogan’s nominee)
2,000,000
Sai Jayam Family Trust A/C (Mr Selvakumar Arunachalam’s nominee)
1,000,000
Total
3,000,000
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 21 Share-based payment arrangements (continued)
The Tranche B Performance Rights will vest based on:
a)
50% of the original issue will vest on the Company announcing an ASX announcement of the
counterparty/counterparties in either of the Bridgetown Greenbushes Exploration Project farm-in/earn-in/joint venture
or Henderson Nickel Lithium Project farm-in/earn-in/joint venture acquiring at least a 70% interest in, or incurring the
requisite expenditure required to acquire at least a 70% interest in, the Bridgetown Greenbushes Exploration Project
or Henderson Nickel Lithium Project (as applicable), pursuant to the terms of the relevant farm-in/earn in/joint venture
agreement.
b)
50% of the original issue will vest on the Company announcing an ASX announcement of:
i.
a Mineral Resource or Mineral Resources (reported in accordance with the JORC Code) estimated as at least 5
million tonnes at 1% Li20 or 1.5 million tonnes at 2% NiEq for 30,000 tonnes of NiEq (which may be distributed
over multiple pits/deposits); or
ii.
a scoping study (in accordance with the JORC Code) being completed; or
iii.
a preliminary feasibility study (PFS) (in accordance with the JORC Code) being completed,
in respect of any area the subject of the Bridgetown Greenbushes Exploration Project or Henderson Nickel Lithium
Project.
Inputs for measurement of grant date fair values
The fair value at grant date is measured using a Black-Scholes option pricing model that takes into account the exercise price,
the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option. Expected volatility is estimated by considering historic average
share price volatility.
The model inputs for the Unlisted Tranche A and Tranche B Performance Rights are:
Grant
Date
Expiry
Date
Exercise
Price
Life of
rights
Share
price at
grant date
Expected
share
price
volatility
Dividend
yield
Risk-free
Interest
rate
Fair value
at grant
date
16-Nov-23
24-Nov-28
n/a
5 Years
0.10
60%
-
4.231%
10.0 cents
As per AASB 2.19 and 2.20, the non-market vesting conditions should be recognised by adjusting the number of
Performance Rights based on the best available estimate of the number of Performance Rights that are expected to vest,
according to the probability of meeting the vesting conditions.
As at the date of reporting, the Company does not think each of the non-market based performance condition will be met.
Therefore, no value of the Performance Rights is estimated and provided.
Options issued during last 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.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 21 Share-based payment arrangements (continued)
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
Number of Options
Matthew Vernon Hogan & Zoe Louise Hogan (Mr Matthew
Hogan’s nominee)
2,500,000
Yafco Pty Ltd <3 Bears Super Fund No 1 A/C> (Mr Barry Fehlberg’s nominee)
750,000
Mr Peter Charles Hawkins
750,000
Mrs Sivagami Selvakumar (Mr Selvakumar Arunachalam’s nominee)
1,000,000
Total
5,000,000
Options issued to third parties.
On 28 November 2022, the Company issued 5 million unlisted options to RM Corporate Finance Pty Ltd and vested
immediately.
Inputs for measurement of grant date fair values
The fair value at grant date is measured using a Black-Scholes option pricing model that takes into account the exercise price,
the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option. Expected volatility is estimated by considering historic average
share price volatility.
The model inputs for the Unlisted Options are:
Grant
Date
Expiry
Date
Exercise
Price
Life of
option
Share
price at
grant date
Expected
share
price
volatility
Dividend
yield
Risk-free
Interest
rate
Fair value
at grant
date
25-Nov-22
30-Nov-25
$0.20
3 Years
$0.145
65%
-
3.213%
$0.0528
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 21 Share-based payment arrangements (continued)
Reconciliation of outstanding unlisted share options
The number and weighted average exercise prices (WAEP) of, and movements in, unlisted share options during the year
are as follows:
Number of
options
2024
WAEP
2024
Number of
options
2023
WAEP
2023
Outstanding at 1 July
21,275,000
$0.21
8,525,000
$0.30
Granted during the year
-
-
19,000,000
$0.20
Forfeited during the year
-
-
-
-
Exercised during the year
(650,000)
$0.20
(500,000)
$0.20
Expired during the year
(2,775,000)
($0.30)
(5,750,000)
($0.30)
Outstanding at 30 June
17,850,000
$0.19
21,275,000
$0.21
Exercisable at 30 June
17,850,000
$0.19
21,275,000
$0.21
The options outstanding at 30 June 2024 have an exercise price of $0.1886 (2023: $0.20 to $0.30) and weighted average
remaining contractual life of 1.42 years (2023: 3 years).
The weighted average share price at the date of exercise for share options exercised in 2024 was $0.20 (2023: $0.20).
Directors, employees and consultants’ expenses
The expenses recognised for directors, employees and consultants during the year is shown in the following tables:
2024
$
2023
$
Expenses arising from equity-settled share-based transaction
1,425,000
274,034
Total expenses arising from share-based payment transactions
1,425,000
274,034
Note 22 Group entities
Country of
Ownership interest
Incorporation
2024
2023
Parent entity
Venus Metals Corporation Limited
Subsidiaries
Redscope Enterprises Pty Ltd
Australia
100%
100%
Oz Youanmi Gold Pty Ltd
Australia
nil
100%
Vanadium Power Corporation Pty Ltd*
Australia
100%
100%
Fortuna Battery Minerals Pty Ltd *
Australia
100%
nil
*Dormant during the year
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 23 Capital commitments
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration
work to meet the minimum expenditure as specified by Department of Mines and Petroleum.
2024
2023
$
$
Contracted for but not provided and payable
Less than one year
902,192
857,100
Between one and five years
1,038,581
929,736
More than five years
-
-
1,940,773
1,786,836
Note 24 Financial instruments
Financial risk management
Overview
The Group has exposure to the following risks arising from financial instrument:
•
credit risk
•
liquidity risk
•
market risk (interest rate risk and other price risk)
The note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s management of capital.
Risk management framework
The Board of Directors has overall responsibility for the establishing and oversight of the Group’s risk management
framework. The Board is responsible for developing and monitoring the Group’s risk management policies. The policies
are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to
monitor risks and adherence to limits.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at end of the reporting period are as follows:
Carrying amount
2024
$
2023
$
Cash and cash equivalents
701,968
3,501,632
Trade and other receivables
226,995
364,724
Financial assets at fair value through profit or loss
-
1,575,000
928,963
5,441,356
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 24 Financial instruments (continued)
Trade and other receivables
The maximum exposure to credit risk for other receivables at the end of the reporting period by geographic region was as
follows:
Carrying amount
2024
$
2023
$
Australia
226,995
364,724
Impairment losses
None of the Group’s other receivables are past due (2023: nil).
Cash and cash equivalents
The Group held cash and cash equivalents of $701,968 as at 30 June 2024 (2023: $3,501,632), which represents its
maximum credit exposure on these assets. The cash and cash equivalents are held with a bank which is rated AA-,
by S&P Global Ratings.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligation associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as
far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, excluding the
impact of netting agreements:
Carrying
amount
Contractual
cash flows
2 months
o r less
2-12
months
1-2
years
2-5
years
More
than 5
years
30 June 2024
Trade and other payables
306,889
(306,889)
(306,889)
-
-
-
-
Lease liability
50,472
(50,472)
(3,878)
(20,258)
(26,336)
-
-
357,361
(357,361)
(310,767)
(20,258)
(26,336)
-
-
30 June 2023
Trade and other payables
299,728
(299,728)
(299,728)
-
-
-
-
Lease liability
-
-
-
-
-
-
-
Amount owing to a joint venture
partner
6,697,051
(6,697,051) (6,697,051)
-
-
-
-
6,996,779
(6,996,779) (6,996,779)
-
-
-
-
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 24 Financial instruments (continued)
Interest rate risk
Profile
At the end of the reporting period the interest rate profile of the Group’s interest bearing financial instruments as reported
to the management of the Group was as follows:
2024
$
2023
$
Variable rate instruments
Financial assets
701,968
3,384,962
Financial liabilities
-
-
701,968
3,384,962
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the end of reporting period would have increased (decreased) equity and
profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
Profit or loss
Equity
100bp
increase
$
100bp
decrease
$
100bp
increase
$
100bp
decrease
$
30 June 2024
Variable rate instruments
(7,020)
7,020
(7,020)
7,020
Cash flow sensitivity (net)
(7,020)
7,020
(7,020)
7,020
30 June 2023
Variable rate instruments
(33,849)
33,849
(33,849)
33,849
Cash flow sensitivity (net)
(33,849)
33,849
(33,849)
33,849
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 24 Financial instruments (continued)
Other price risk
Other price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices largely due to demand and supply factors (other than those arising from interest rate risk or foreign
currency risk) for commodities.
The Group is also exposed to securities price risk on investments held for trading over the medium to longer terms. Such
risk is managed through diversification of investments across industries and geographical locations.
The Group’s investments are held in the following sectors at the end of the reporting period:
2024
%
2023
%
Mining and minerals
100
100
100
100
Fair values
Fair value versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement of
financial position are as follows:
30 June 2024
30 June 2023
Carrying
amount
$
Fair value
$
Carrying
amount
$
Fair value
$
Assets
Cash and cash equivalents
701,968
701,968
3,501,632
3,501,632
Other receivables
226,995
226,995
364,724
364,724
Other financial assets
-
-
1,575,000
1,575,000
928,963
928,963
5,441,356
5,441,356
Liabilities
Trade and other payables
306,889
306,889
299,728
299,728
Lease liability
50,472
50,472
-
-
Other current liabilities
-
-
6,697,051
6,697,051
357,361
357,361
6,996,779
6,996,779
Financial risk management objectives
The Group’s corporate treasury function provides services to the business, co-ordinates access to domestic and international
financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports
which analyse exposures by degree and magnitude of risks. These risks include market risk (including fair value interest rate risk
and price risk), credit risk and liquidity risk.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 25 Contingent liabilities
Royalty payable under the Henderson Nickel-Lithium Project’s tenement (E20/520)
•
1% Net Smelter Return royalty payable on minerals, base metals and or precious metals extracted and sold from the
tenements.
•
This tenement is currently formed part of the Farmin and Joint Venture Agreement with a subsidiary of IGO Limited.
Royalty payable under the Bridgetown Greenbushes Li and Ni-Cu-PGE Project’s tenements (E70/5315 & E70/5316)
•
1% Net Smelter Return royalty payable on minerals, base metals and or precious metals extracted and sold from the
tenements.
•
This tenement is currently formed part of the Farmin and Joint Venture Agreement with a subsidiary of IGO Limited.
Royalty payable under the Penny East Project’s tenements (E57/1128)
•
1% Net Smelter Return royalty payable on base metals and precious metals mined, processed or sold from the
tenement.
No material losses are anticipated in respect of any of the above contingent liabilities.
Note 26 Parent entity disclosures
As at, and throughout, the financial year ended 30 June 2024 the parent entity of the Group was Venus Metals Corporation
Limited.
2024
$
2023
$
Result of parent entity
Profit / (loss) for the year
29,472,910
(4,798,897)
Other comprehensive income
-
-
Total comprehensive profit / (loss) for the year
29,472,910
(4,798,897)
2024
2023
$
$
Financial position of parent entity at year end
Current assets
14,779,276
5,541,162
Non-current assets
78,395
284,000
Total assets
14,857,671
5,825,162
Current liabilities
373,571
6,460,628
Non-current liabilities
50,472
-
Total liabilities
424,043
6,406,628
Net assets (Liabilities)
14,433,628
(635,466)
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 26 Parent entity disclosures (continued)
Total equity of the parent entity comprising of:
Share capital
37,092,193
38,044,362
Reserves
5,246,873
5,246,873
Accumulated losses (1)
(27,905,438)
(43,926,701)
Total equity
14,433,628
(635,466)
(1)
Movement in the accumulated losses comprises $29,472,910 profit for the year for the parent entity adjusted for dividend
$13,451,647 distributed to shareholders. Also refer to Note 28.
Parent entity contingencies
Other than those disclosed in Notes 23 and 25, the parent entity has no other guarantees, capital commitments and contingent
liabilities as at 30 June 2024 (2023: nil).
Note 27 Financial assets at fair value through profit or loss
2024
$
2023
$
At the beginning of year
1,575,000
1,004,167
Revaluation gain/ (loss)
(125,000)
579,166
Investment during the year
-
366,667
Shares sold during the year
-
(375,000)
Classified as Investment in Associate
(1,450,000)
-
At the end of year
-
1,575,000
The Group holds 60,000,000 (30 June 23: 5,000,000) ordinary shares in Rox Resources Limited (‘Rox”) (ASX: RXL) at
reporting date. The fair value of the equity securities until 7 July 2024 was based on the ASX quoted market value.
Subsequently the investment balance has been accounted for as an Investment in Associate. Refer to Note 28 below.
Fair Value Hierarchy
AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which
categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant
to the measurement can be categorised into as follows:
Level 1
Level 2
Level 3
Measurements based on quoted prices
(unadjusted) in active markets for
identical assets or liabilities that the
entity can access at the measurement
date.
Measurements based on inputs
other than quoted prices included
in Level 1 that are observable for
the asset or liability, either directly
or indirectly.
Measurements based on
unobservable inputs for the asset or
liability.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant
inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant
inputs are not based on observable market data, the asset or liability is included in Level 3.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 27 Financial assets at fair value through profit or loss (continued)
Valuation techniques
The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is
available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific
characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent
with one or more of the following valuation approaches:
–
Market approach uses prices and other relevant information generated by market transactions for
identical or similar assets or liabilities.
–
Income approach converts estimated future cash flows or income and expenses into a single
discounted present value.
–
Cost approach reflects the current replacement cost of an asset at its current service capacity.
The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a recurring
basis after initial recognition and their categorisation within the fair value hierarchy:
30 June 2024
Level 1
$
Level 2
$
Level 3
$
Total
$
Recurring fair value measurements
Financial assets
Financial assets at fair value through profit or
loss:
–
Australian listed shares
-
-
-
-
Total financial assets recognised at fair value
on a recurring basis
-
-
-
-
30 June 2023
Level 1
$
Level 2
$
Level 3
$
Total
$
Recurring fair value measurements
Financial assets
Financial assets at fair value through profit or
loss:
–
Australian listed shares
1,575,000
-
-
1,575,000
Total financial assets recognised at fair value
on a recurring basis
1,575,000
-
-
1,575,000
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 28 Investment in associate
The Group has 60,000,000 shares, representing approximately 14.74% (2023: 2.23%) of fully paid issued ordinary
shares of Rox Resources Limited as at 30 June 2024. The market value of shares in Rox Resources Limited shares
at 30 June 2024 is $ 7,800,000 as of 30 June 2024 (30 June 2023: $ 1,575,000). The value of the shares on 23
September 2024 is $8,351,000.
2024
$
2023
$
At the beginning of year
-
-
Consideration shares received against sale of OZ Youanmi - Note 5
31,900,000
-
Investment during the year at cost
250,000
-
Return of capital
(2,498,129)
-
Dividend distribution to shareholders
(13,451,647)
-
Classified FVTPL investment to Investment in Associate
1,450,000
-
Disposal during the year
(250,000)
-
Share of loss from associate – Note 1 below
(2,251,463)
-
At the end of reporting year
15,148,761
-
Note 1:
Due to unavailability of relevant information relating to losses in stages based on the changes in shareholding throughout
the year, share of loss in the Associate has been calculated using the below approach:
1) For the period July 2023 - 31 December 2023, information has been obtained from reviewed financial report of Rox
Resources Limited for the period ended 31 December 2023 lodged with ASX.
2) For the period 1 Jan 2024 - 30 June 2024, information has been obtained from the audited financial report of Rox
Resources Limited for the year ended 30 June 2024 lodged with ASX. Losses for the period 1 Jan 2024 - 30 June
2024 have been recalculated and a linear approach has been applied to determine the losses in stages based on the
changes in shareholding throughout the year.
(a) Reconciliation of the Group’s share of losses in Rox Resources Limited (per audited financial statements of
Rox Resources Limited lodged with ASX, rounded to nearest thousand):
2024
$
2023
$
Total loss for the year
13,699,000
8,763,000
Pre-Acquisition Losses
(37,000)
-
Post-Acquisition Losses
13,662,000
-
Share of loss from associate
(2,251,463)
-
The Group holds 60 million shares 14.74% (2023: 2.23%) in Rox Resources Limited. The Group adopted the accounting
of Investment in Associates from 7 July 2023.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 28 Investment in associate (continued)
(b) Summarised Statement of Financial Position as per Rox Resources Limited’s audited Financial Statements
(per audited financial statements of Rox Resources Limited lodged with ASX, rounded to the nearest
thousand):
2024
$
2023
$
Current assets
6,850,000
10,274,000
Non-current assets
50,243,000
12,183,000
Total assets
57,093,000
22,457,000
2024
2023
$
$
Current liabilities
2,898,000
1,836,000
Non-current liabilities
11,587,000
5,869,000
Total liabilities
14,485,000
7,705,000
Net assets
42,608,000
14,752,000
(c) Summarised Statement of Profit or Loss and Other Comprehensive Income as per Rox Resources Limited
(per audited financial statements of Rox Resources Limited lodged with ASX, rounded to the nearest
thousand):
2024
$
2023
$
Revenue
80,000
4,085,000
Expenses
(10,123,000)
(12,848,000)
Income tax expenses
(3,656,000)
-
Loss for the year
(13,699,000)
(8,763,000)
Note 29 Auditor’s remuneration
2024
$
2023
$
Audit services
Auditors of the Group
Stantons
Audit and review of financial statements
69,500
55,468
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Note 30 Subsequent events
On 26 July 2024, the Group sold three tenements located in the Gascoyne Region relating to Mangaroon Project to
Dreadnaught Resources Limited for the consideration of 16 million shares (at a deemed price of 2.5c each), $50,000 cash
and 1% Gross Royalty in respect of all minerals.
On 29 August 2024, the Group sold 350,000 shares in Rox Resources Limited.
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.
Consolidated entity disclosure statement
As at 30 June 2024
Name of entity
Type of entity
Trustee,
partner or
participant
in JV
% of
share
capital
Place of
business/
country of
incorporation
Australian
resident
or foreign
resident
Foreign
jurisdiction(s) of
foreign
residents
Venus Metals Corporation
Limited
Australian Public
Company
-
100
Australia
Australia
-
Redscope Enterprises Pty
Ltd
Australian Proprietary
Company
-
100
Australia
Australia
-
Vanadium Power
Corporation Pty Ltd*
Australian Proprietary
Company
-
100
Australia
Australia
-
Fortuna Battery Minerals
Pty Ltd*
Australian Proprietary
Company
-
100
Australia
Australia
-
*Dormant during the year
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 80
DIRECTORS’ DECLARATION
1.
In the opinion of the Directors of Venus Metals Corporation Limited (the “Company”):
(a)
The consolidated financial statements and notes, and the Remuneration Report in the Directors’ Report are in
accordance with the Corporations Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and its performance, for the
financial year ended on that date, and
(ii)
Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and
the Corporations Regulations 2001;
(b)
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable, and
(c)
The information disclosed in the consolidated entity disclosure statement is true and correct.
2.
The directors have been given the declarations required by section 295A of the Corporations Act 2001 from the
Managing Director for the financial year ended 30 June 2024.
3.
The consolidated financial statements also comply with International Financial Reporting Standards as disclosed in
note 2(a) to the consolidated financial statements.
Signed in accordance with a resolution of the Directors.
Matthew Vernon Hogan
Managing Director
Perth, Western Australia
24 September 2024
Liability limited by a scheme approved under Professional Standards Legislation
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
Stantons Is a member of the Russell
Bedford International network of firms
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VENUS METALS CORPORATION LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Venus Metals Corporation Limited (the “Company”) and its subsidiaries
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including material accounting policy information, the consolidated entity
disclosure statement and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board's APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Group, would be in the same terms if given to the directors as at the time of
this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Page | 81
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matters described below to be Key Audit Matters to be communicated
in our report.
Key Audit Matters
How the matter was addressed in the audit
Divestment of Youanmi Gold Project and
accounting for Investment in Rox Resources
Limited
As disclosed in Note 5 and Note 28 of the financial
statements, the Group, inter alia, sold its 30%
interest in the OYG JV (Youanmi Project) to Rox
Resources Limited (“Rox”).
All conditions precedent to completion of the
transaction were satisfied on 7 July 2023 and the
Group was issued 110 million Rox shares on that
day. The Group then distributed 55 million Rox
shares as in-specie distribution to its shareholders
on 12 July 2023.
The Group has a 14.74% shareholding in Rox as
at 30 June 2024.
Management have determined that the Group has
significant influence over Rox in accordance with
AASB 128 Investments in Associates and Joint
Ventures (AASB 128) and have recognised the
investment in the associate at cost and then
applied the equity method of accounting.
This is a key audit matter as this divestment had a
significant effect on the financial report and required
management to use significant judgements to
determine:
•
the fair value of the consideration received;
•
the subsequent accounting treatment for
the Group’s investment in Rox;
•
whether significant influence over Rox
existed; and
•
the accounting and tax position on capital
gains and income tax related liabilities
arising from the sale of the Younami project
and subsequent in-specie distribution of the
Rox shares to the shareholders of the
Company.
Inter alia, our audit procedures included the
following:
i.
Reviewing
documents
supporting
the
transaction such as:
•
Minutes of the Board meetings;
•
Announcements made by the Group to
the ASX; and
•
Asset sale and purchase agreement
with the buyer;
ii.
Assessing the carrying value of the assets
disposed assets;
iii. Assessing the fair value of the consideration
received
and
verifying
to
supporting
documentation;
iv. Reviewed management’s calculations for gain
on divestment of Youanmi Project;
v.
Assessing the tax position relating to income
tax and capital gain tax liabilities arising from
the sale of the Youanmi Project and
subsequent in-specie distribution of the Rox
shares to the shareholders of the Company
including
challenging
management’s
assumptions
and
calculations
used
to
determine tax positions;
vi. Reviewed management’s assessment
to
ascertain whether significant influence exists
over Rox and whether the equity method of
accounting has been correctly applied under
AASB 128;
vii. Confirming the number of Rox shares held at
the balance date; and
viii. Assessing
the
appropriateness
of
the
disclosures
included
in
the
financial
statements.
Page | 82
Key Audit Matters
How the matter was addressed in the audit
Valuation of Intangibles – Royalty rights
As disclosed in Note 15 of the financial statements,
management decided to change the accounting
policy for royalty rights from the cost model to the
revaluation model subsequent to 31 December
2023.
An
external
expert
was
engaged
by
the
management to determine the fair value of the
royalty rights currently held by the Group.
A discounted cash flow approach and a normalized
transaction value approach were used to determine
the fair value of the royalty rights.
This is a key audit matter as this change in
accounting policy for valuation of Intangible assets
had a significant effect on the financial report and
i.
Requires management to use judgement,
key
estimates
and
assumptions
as
disclosed in Note 15 of the financial
statements to arrive at the valuation;
ii.
The valuation of the royalty rights is
sensitive to key assumptions; and
iii.
The significance of the Intangibles balance,
representing 36% of total assets of the
Group as at 30 June 2024.
Inter alia, our audit procedures included the
following:
i.
Obtaining
an
understanding
of
the
underlying transactions and reviewing
agreements,
minutes
of
the
Board
meeting and ASX announcements;
ii.
Assessing
the
competency,
independence
and
integrity
of
the
management’s expert;
iii.
Assessing the reasonableness of key
assumptions,
key
estimates
and
judgements used in arriving at the
valuation;
iv.
Challenging the assumptions used in the
valuation of the royalty rights;
v.
Assessing the accounting treatment and
its application in accordance with AASB
138 Intangible assets (AASB 138); and
vi.
Assessing the appropriateness of the
disclosures included in the financial
statements.
Key Audit Matters
How the matter was addressed in the audit
Going Concern
The financial statements have been prepared on a
going concern basis as discussed in Note 2(b).
Historically the Group has been able to raise
capital to fund its exploration and administrative
operations.
As of 30 June 2024, the Group had cash and cash
equivalents of $701,968. The net operating cash
outflows for the year ended amounted to
$2,767,825.
The going concern assumption is considered to be
a key audit matter as the Group is reliant on
existing cash reserves, assets and future capital
raisings to cover operations including exploration
and operating expenditure.
Inter alia, our audit procedures included the
following:
i.
Assessing the cash flow requirements of
the Company and the Group based on
budgets and forecasts;
ii.
Understanding what forecast expenditure
is
committed
and
what
could
be
considered discretionary;
iii.
Considering the liquidity of existing assets
on the balance sheet; and
iv.
Reviewing the financial report to ensure
adequate
disclosure
in
the
notes
regarding the going concern basis of
preparation.
Page | 83
Key Audit Matters
How the matter was addressed in the audit
Share-based payments
As disclosed in Note 6, 20 and Note 21 to the
financial statements, the Company granted shares,
performance rights to the directors and employees
of the Company. Share-based payment expense
recognized for the year ended 30 June 2024
amounted to $1,425,000.
The Company accounted for these shares and
performance
rights
in
accordance
with
its
accounting policy and the accounting standard
AASB 2 Share-based Payments (AASB 2).
Furthermore, the Company issued 9,150,000
Performance Rights to directors and employees of
the Company. These Performance Rights were
ascribed a Nil value, as the vesting conditions were
unlikely to have been met.
Measurement of share-based payments is a key
audit matter due to estimates used in determining
the fair value of the equity instruments granted, the
grant date, vesting conditions and vesting periods.
Inter alia, our audit procedures included the
following:
i. Obtaining an understanding of the underlying
transactions, reviewing agreements, minutes of
the Board meeting and ASX announcements;
ii. Verifying the terms and conditions of the share-
based payments including the vesting period
and other key assumptions used in valuing
these share-based payments;
iii. Challenging the key assumptions used for the
valuation;
iv. Testing the mathematical accuracy of the
calculations;
v. Assessing the accounting treatment and its
application in accordance with AASB 2; and
vi. Assessing
the
appropriateness
of
the
disclosures included in the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance opinion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report that gives a true and fair view in accordance with Australian Accounting Standards
and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and for such internal control as the directors determine is necessary to enable
the preparation of :
i)
the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error; and
ii)
the consolidated entity disclosure statement that is true and correct and is free from
misstatement whether due to fraud and error.
Page | 84
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.
We conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in Internal control that we identify during our
audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements.
We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore key audit matters. We describe these
Page | 85
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
In our opinion, the Remuneration Report of Venus Metals Corporation Limited for the year ended 30 June 2024
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on
the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
24 September 2024
Page | 86
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 87
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The
information is current as at 12 September 2024.
1.
Voting Rights
Ordinary Share
All issued ordinary shares carry voting rights on a one-for-one basis.
Unquoted Options:
There are no voting rights attached to unquoted options.
Unquoted Performance Rights:
There are no voting rights attached to unquoted performance rights.
There are no other classes of equity securities.
2. Substantial Shareholders
Ordinary Shareholders
Fully paid ordinary
shares
Number
Percentage
QGOLD PTY LTD
37,409,403
19.72%
PAZIFIK PTY LTD
20,000,000
10.54%
3. Distribution of Holders of Ordinary Shares
Category
No of
holders
No of ordinary
shares
Percentage
1 – 1,000
187
32,014
0.02%
1,001 – 5,000
281
971,539
0.51%
5,001 – 10,000
223
1,853,985
0.98%
10,001 – 100,000
461
16,843,697
8.88%
100,001 and over
177
170,027,448
89.62%
Total
1,329
189,728,683
100.00%
The number of shareholders holding less than a marketable parcel of ordinary shares (market value less than $500)
is 550.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 88
ASX ADDITIONAL INFORMATION
4. Distribution of Holders of Unquoted Options
Category
No of
holders
No of unquoted
options
Percentage
1 – 1,000
0
0
0.00%
1,001 – 5,000
0
0
0.00%
5,001 – 10,000
0
0
0.00%
10,001 – 100,000
21
1,232,703
6.91%
100,001 and over
31
16,617,297
93.09%
Total
52
17,850,000
100.00%
5. Distribution of Holders of Unquoted Performance Rights
Category
No of
holders
No of unquoted
performance rights
Percentage
1 – 1,000
0
0
0.00%
1,001 – 5,000
0
0
0.00%
5,001 – 10,000
0
0
0.00%
10,001 – 100,000
1
100,000
0.06%
100,001 and over
12
15,550,000
99.40%
Total
4
16,650,000
100.00%
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 89
6. Twenty Largest Holders of Quoted Equity Securities
Name
Number
Percentage
Qgold Pty Ltd
37,409,403
19.72%
Pazifik Pty Ltd
20,000,000
10.54%
IGO Limited
9,000,000
4.74%
Investment Securities Nominees
9,000,000
4.74%
Helmsdale Investments Pty Ltd
6,000,000
3.16%
Investment Holdings Pty Ltd
5,310,000
2.80%
Mr Matthew Vernon Hogan
3,500,000
1.84%
St Clair Resources Pty Ltd
3,875,000
1.52%
Sancoast Pty Ltd
2,500,000
1.32%
Mr Barry Fehlberg
2,400,000
1.26%
Bazco Pty Ltd
2,250,000
1.19%
Invia Custodian Pty Limited
2,212,962
1.17%
HD Mining & Investment Pty Ltd
2,000,000
1.05%
NDPM Pty Ltd
1,940,000
1.02%
BNP Paribas Nominees Pty Ltd
1,799,828
0.95%
HSBC Custody Nominees (Australia) Limited
1,642,384
0.87%
GGW Super Pty Ltd (Walker Super Fund A/c>
1,512,000
0.80%
Yafco Pty Ltd <3 Bears Super Fund No 1 A/c>
1,500,000
0.79%
Mr Selvakumar Arunachalam
1,500,000
0.79%
Balthazar Pty Ltd
1,475,000
0.78%
Top 20 Total
116,826,577
61.58%
7. On-Market Buy-Back
There is currently no on-market-buy back.
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024
Page | 90
ASX ADDITIONAL INFORMATION
8.
Schedule of Tenements
Project
Tenement ID
% interest
Youanmi
E57/986*
90% All metals except Gold
Youanmi
E57/985*
90% All metals except Gold
Currans Well
E57/1011-I*
90% All metals except Gold
Pincher Well
E57/1018*
100% All metals except Gold
Pincher Well
E57/1019-I*
100% All metals except Gold
Youanmi
E57/1023-I*
100% All metals except Gold
Youanmi (Deep South)
E57/1078*
100% All metals except Gold
Currans Find JV
M57/641*
45% All metals
Pincher’s JV
M57/642*
45% All metals
Youanmi (Penny East)
E57/1128
100%
Youanmi (Manindi)
E57/983
100%
Bellchambers/Sandstone
E57/984
90%
Bridgetown East
E70/5315**
100%
Bridgetown East
E70/5316**
100%
Bridgetown East
E70/5620**
100%
Bridgetown East
E70/6009**
100%
Bridgetown South
E70/5712**
100%
Henderson
E30/519
100%
Henderson
E30/520
100%
Henderson North
E29/1112
100%
Henderson North
E29/1120
100%
Henderson North
E29/1121
100%
Marvel Loch East
E15/1796
100%
Marvel Loch East
E15/1946
100%
Curara Well
E52/3069-I
100%
Copper Hills
E45/6437
100%
Note:
*Venus and Rox Resources Limited have entered into a binding agreement in March 2023. The Transaction
completed on 7 July 2023. The % of interest in these tenements changed from July 2023 (refer ASX
announcement dated 7 July 2023).
**Bridgetown-Greenbushes Exploration Project Farm-in and Joint venture agreements with IGO Limited’s
subsidiary (refer ASX announcement dated 27 June 2022).
VENUS METALS CORPORATION LIMITED | ANNUAL REPORT 2024