and Controlled Entities
(ACN 119 670 370)
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2023
COMPANY DIRECTORY
Directors
Andrew Cunningham
Michael Elliott
Phil Montgomery
Peter Finnimore
Company Secretaries
Ben Donovan
Tony Allen
ASX Code: WKT
Auditors
HLB Mann Judd (WA Partnership)
Level 4, 130 Stirling Street
Perth WA 6000
Australia
Securities Exchange Listing
ASX code: WKT
Australian Securities Exchange Limited
Level 40, Central Park
152-158 St Georges’ Terrace
Perth, WA 6000
Australia
Registered Office and Principal Place of Business
Bankers:
National Australia Bank
Perth West Business Banking Centre
1238 Hay Street
West Perth, WA 6005
Australia
45 Ventnor Avenue
West Perth, WA 6005
Australia
Telephone: +61 8 9429 8874
Website : www.wkt.com.au
Email: admin@wkt.com.au
Share Register
Computershare Investor Services Pty Ltd
Level 17, 221 St Georges Terrace
Perth WA 6000, Australia
GPO Box 2975
Melbourne VIC 3001, Australia
Phone: 1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Fax: +61 3 9473 2500
Email: www.investorcentre.com/contact
Web: www.computershare.com
TABLE OF CONTENTS
1.
DIRECTORS’ REPORT 2
2.
AUDITOR’S INDEPENDENCE DECLARATION
17
4.
FINANCIAL STATEMENTS 18
5.
DIRECTORS' DECLARATION 49
6.
INDEPENDENT AUDITOR’S REPORT
50
7.
ADDITIONAL SHAREHOLDER INFORMATION
55
1
DIRECTORS’ REPORT
Your Directors submit the annual financial report of the consolidated entity (or “the Group”) consisting of Walkabout
Resources Ltd (“the Company”) and the entities it controlled during the period for the financial year ended 30 June 2023.
In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:
The financial report for the year ended 30 June 2023 was authorised for issue on 29 September 2023.
Directors
The names of Directors who held office during or since the end of the year and until the date of this report are as follows.
Directors were in office for this entire period unless otherwise stated.
Name and independence status Experience, qualifications, special responsibilities and other directorships
Mr Michael Elliott
Non-Executive Director
Chairman
Appointed as a Director on
20 December 2018
Appointed as Chairman on
21 April 2021
Mr Andrew Cunningham
Executive Director
Chief Executive Officer
Appointed as a Non- Executive
Director on 13 November 2015
Appointed as CEO/Executive
Director on 21 April 2021
Peter Finnimore
Non-Executive Director
Appointed as a Director
15 July 2021
Mike Elliott holds a Bachelor of Commerce from the University of New South
Wales. He was the Global Mining & Metals Sector Leader at Ernst and Young (EY)
for over 10 years and has over 34 years’ experience working with mining and
metals clients around the world. He was a Partner at EY from 1995-2015 and was
a member of the Oceania governing body of EY for 5 years.
Mike advised and briefed the CEOs, CFOs and Directors of some of the largest
global mining and metals companies. He has advised mining and metals clients
from all over the world, from countries that include Australia, New Zealand, South
Africa, China, USA, Japan, Canada, Russia, Chile, Peru, Brazil, Papua New
Guinea, Zimbabwe, Gabon and Colombia.
As a key advisor to a number of mining companies, Mike has participated in many
of the large transactions, IPOs and privatisations that have transformed the
industry.
Mike is a Member of Australian Institute of Company Directors (MAICD), a Fellow
of Chartered Accountants Australia and New Zealand (FCA) and a member of
Financial Services Institute of Australasia.
Other directorships of listed companies in the last 3 years: None
Andrew Cunningham has a BSc Hons in Geology from the University of
Stellenbosch in South Africa and is a member of the Australian Institute of
Geosciences.
Andrew has extensive cross discipline technical and management experience in
the minerals industry predominantly in Africa and Australia and has worked in a
range of commodities and geological styles including uranium, iron ore, graphite,
diamonds, gold and base metals.
During the last 15 years, Andrew has managed all facets of exploration and
development projects in Africa from project generation to the completion of
feasibility studies. He has held senior geology and exploration positions with major
international mining companies as well as various ASX and TSX listed companies.
He has been working with Walkabout Resources since 2013 and brings a wide
range of exploration, resource development, mine geology and management
experience to the company.
Other directorships of listed companies in the last 3 years: None
Peter Finnimore is a sales and marketing executive with 20 years’ experience in
the mining and metals sector with majors such as Rio Tinto, Rusal, BHP and
South32. Most recently, while with South32, Peter held the roles of Chief
Marketing Officer and Chief Commercial Officer, with a remit including logistics,
risk management, technical marketing, industry and commodity analysis and
product development.
Peter has a genuine international perspective, having spent majority of his
executive career working and living abroad in countries including Japan, Russia,
Holland, Singapore, Cyprus and Switzerland. Over his career, Peter was
responsible for many tens of billions of dollars in revenue of aluminium, alumina,
manganese and nickel. He also designed and executed a strategy to transform
the global alumina industry’s pricing mechanism.
Peter holds a Bachelor of Commence and Bachelor of Laws from the University
of Queensland. He is a member of the Institute of Company Directors and has
previously served as a director of both the International Aluminium Institute and
the International Nickel Institute.
Other directorships of listed companies in the last 3 years: None
2
DIRECTORS’ REPORT
Phil Montgomery
Non-Executive Director
Appointed as a Director
15 July 2021
Company Secretary
Mr Ben Donovan
Company Secretary
Mr Shaun Menezes
Company Secretary
Tony Allen
Company Secretary
Phil Montgomery has extensive global executive experience with an exceptional
pedigree in major project delivery. As an executive at BHP and its predecessor
organisations, Phil was responsible for the project’s quadrupling output in the WA
Iron Ore Division. While with BHP he held the roles of Chief Growth Officer, Global
Head of Group Project Management and Vice President – Projects, leading the
Jansen potash project.
Having worked in developing countries including Mozambique, the DRC, South
Africa and Colombia, Phil is well positioned to manage risk and challenges as a
key advisor during the construction and commissioning of the Lindi Jumbo
Graphite Mine.
Phil has a Bachelor of Science (Mechanical Engineering & Business
Management) from Oxford Brookes University.
Other directorships of listed companies in the last 3 years: Salt Lake Potash
Limited (ASX: SO4) and Société des Mines de Fer de Guinée.
Appointed 1 March 2023
Ben Donovan is a Chartered Secretary and member of the Governance Institute
of Australia. He is currently a company secretary of several ASX listed and
public unlisted companies with experience across resources, agritech, biotech,
media and technology industries.
Appointed 9 November 2020, resigned 1 March 2023
Shaun Menezes is a Member of Chartered Accountants Australia & New Zealand,
Member of Governance Institute of Australia Ltd. Shaun is Secretary of Sterling
Plantations Ltd and Secretary for Mont Royal Resources Ltd.
Appointed 16 September 2021
Tony Allen is a Member of CPA Australia with over 30 years in the profession.
Tony has acted as CFO and Company Secretary for a number of Australian
companies and is experienced in exploration and mining companies also having
worked in Africa previously.
3
DIRECTORS’ REPORT
Interests in the shares and options of the company and related bodies corporate
The following relevant interests in shares of the Company or a related body corporate were held by the directors at the
date of this report.
Director
M Elliott
A Cunningham
P Finnimore
P Montgomery
Ordinary shares
Options (listed)
Options (unlisted)
31,850,301
1,962,062
3,912,998
-
-
-
-
-
400,000
-
-
-
Principal Activities
The principal activities of the Group during the financial year were the exploration and development of resources and
energy assets located in Tanzania, Scotland and Northern Ireland.
Operating Results
The net loss after tax of the Group amounted to $4,470,047 (2022: loss of $5,206,760).
Financial Position
The net assets of the Group were $49,953,871 at 30 June 2023 (2022: $34,479,201).
Dividends Paid or Recommended
There were no dividends paid or recommended throughout the period.
Review of Operations
Walkabout is actively engaged in developing the fully permitted, 100% owned high-grade Lindi Jumbo Graphite Project in
South East Tanzania.
In addition, the Company has continued exploration on its highly prospective suite of base metal and gold tenements in
Tanzania, Scotland and Northern Ireland.
Lindi Jumbo Project Development
During the period under review the Company’s primary focus was the finalisation of the replacement debt funding and
continuation of plant and site construction activities.
Shipments of structural, mechanical and electrical equipment continue to arrive in Tanzania, with more than 95% of the
equipment and structural materials now on site. All prefabricated steel for the Screening and Bagging building have arrived
on site, with more than 850 tonnes comprising over 35 truck movements delivered during August. All the Motor Control
Centres (MCC’s) for the plant have been shipped to site. With the concrete works at the Concentrator Building complete,
the erection of the steel building framework is in progress. Once the structural steel building has been completed, the
remainder of the mechanical equipment, including the drum scrubber, will be “tied” into the building. The majority of the
steel platforms within the Concentrator Building have been installed and the focus will be on the installation of the electrical
and piping circuits within the Crushing Circuit and Concentrator Building. Structural steelwork in the Screening and Bagging
Building has commenced.
Essential civil works for the entire project are 97% complete, with all major concrete works required to finalise plant
construction in place. The civil works are now well ahead of the mechanical construction team and construction team
numbers will be increased over the next few weeks to accelerate the mechanical, electrical and piping installation. Within
the Screening and Drying building, the rotary dryer has been placed into position.
Civil works for a number of the ancillary buildings and equipment are ongoing and although not on the critical path, these
structures will be erected in time to house spare parts that will come as part of the final shipment. The Tailings Storage
Facility (TSF) is at 92% completion with good progress of the installation of the HDPE lining. All bulk earthworks associated
with the TSF have been completed with the final trimming, drainage and civils in progress.
The current construction schedule has the connection to the power supply on the Lindi Jumbo critical path. Although grid
power has been delivered to site and is awaiting to be energised, the delivery to site of the contracted 33KV transformer
is not expected until November. To mitigate potential commissioning delays and to reduce future operating risk, Lindi
4
DIRECTORS’ REPORT
Jumbo has reverted to acquiring diesel generators for full backup power. All indications are that the stability and availability
of the grid power will allow for continuous operations, but the availability of full backup power gives the Company the extra
comfort needed that the plant will be able to run as per design, even during unforeseen power outages.
A number of formal tenders have been received for the outstanding essential outsourced services to the mine (laboratory,
fuel and logistics) and the Company is in the process of selecting the preferred tenderers in accordance with the Mining
(Local Content) Regulations. Hiring of essential staff is in progress and onboarding has commenced and will continue in
preparation of the startup of the mine. Jinpeng, the EPC Contractor responsible for the successful completion and
functional handover of the processing plant, has agreed to supply some important staff for a period of 6-12 months post
commissioning to support the ongoing operations and to ensure a structured training, familiarisation and handover
schedule to the Lindi Jumbo operational team. Lindi Jumbo plant commissioning remains on track to commence during
the 4th quarter.
In May 2023 the Company announced as part of the operational readiness planning for Lindi Jumbo that the initial 3-year
mine plan had been optimised to ensure that sufficient waste was being generated to supply the necessary lifts of the TSF
walls, while at the same time generating sufficient medium grade (10 to 20% TGC) and high-grade (>20% TGC) ore
stockpiles for blending, commissioning and ramp-up to steady state operations. The new 3 year mine plan is a material
improvement to the Life-of-Mine mine plan completed as part of the 2019 Definitive Feasibility Study (DFS).
On 29 July 2022 Walkabout Resources Ltd announced the signing of a binding Sales, Purchase and Marketing Agreement
with Wogen Pacific Limited for the supply of all exported graphite production from its Lindi Jumbo Graphite Project in
southeast Tanzania. Under the terms of the Agreement, the full export production of Lindi Jumbo shall be sold to Wogen
for a minimum term of 5 years. Wogen shall distribute the product into the global market, drawing on its substantial expertise
and resources in speciality commodities marketing. The amended binding Agreement will allow Lindi Jumbo to harness
the skills and resources of an established international commodities marketing organisation across its full production
capacity. Lindi Jumbo will draw on the considerable market knowledge and relationships Wogen has established in the
graphite market since partnering with Walkabout Resources and Lindi Jumbo in 2019. It is anticipated that Lindi Jumbo’s
sales book will be more diversified and have greater exposure to shorter term pricing than previously as a result of the new
arrangement. The Agreement also provides Lindi Jumbo enhanced access to supply chain financing, supporting the
objective of operating a capital efficient balance sheet.
In recent months, the Company has been quite active with Wogen, engaging with end customers to prepare for firm sales
orders once production commences. These activities have included visits by Company representatives to potential end
customers in China and Europe. Over the past 6 months extensive product testing has also been undertaken by potential
customers who have found Lindi Jumbo graphite suitable for all major uses of coarse and fine flake graphite. Feedback
from customers in the premium graphite products market has been that the samples were the best samples they had ever
received for use in their line of high-end graphite products. Lindi Jumbo and Wogen expect to begin to receive trial orders
during the next quarter for delivery as soon as product becomes available. Specific shipment orders are expected to be
finalised before the end of the year. Lindi Jumbo’s marketing focus remains on end customers who willingly pay a premium
for a premium product. With market activities to date, Lindi Jumbo is confident in selling its fines product at market rates
and its larger (Large and Jumbo) product for premium prices.
Lindi Jumbo Project Financing
Due to the delay in the drawdown of senior debt with CRDB, the Company completed a non-renounceable entitlement
issue which raised A$16.6 million from existing shareholders and new investors in November. The proceeds of the issue
allowed project construction activities to ramp up with shipments resuming from China of plant and equipment under the
EPC contract.
In February 2023 the Company announced it had terminated the CRDB Senior Debt facility, released the pledged security
and finalised a US$10 million standby funding commitment from Battery Metals Capital Group, LLC. To date the Company
has not drawn on this facility.
The Company entered into a number of interim funding arrangements with its EPC contractor , its earthmoving and civils
contractor and a number of its directors and shareholders. These arrangements enabled continuous and ramped up
construction activities. All interim funding arrangements have since been repaid by the Company or Lindi Jumbo.
On 4 July, 2023 the Company announced the execution of an agreement for a senior debt facility of US$20m plus an
additional optional incremental US$5m with UK based Gemcorp. The debt will be subject to an interest rate margin of 14%
for Tranche A and 16% for the optional Tranche B incremental facility above the benchmark Secured Overnight Financing
Rate (SOFR). The facility will be available for drawdown until March 2024. First principal repayment is planned for the end
of the 3rd quarter of 2024. First drawdown occurred on 13 July 2023.
5
DIRECTORS’ REPORT
Exploration
Scotland and Northern Ireland
During the period under review the Company focused most if its attention on funding for and the development of the Lindi
Jumbo Graphite Project in Tanzania resulting in much-reduced exploration activities in the region. This will be re-evaluated
in 2024.
Tanzania
Amani Hard Rock Gold Project
During the period under review the Company focused most if its attention in Tanzania on the Lindi Jumbo Graphite Project
resulting in reduced exploration activities in the region. This will be re-evaluated in 2024.
Business Development
As a result of the Company’s diverse exploration portfolio with projects at various stages of development within the
exploration pipeline and the embedded technical presence and exploration expertise in various jurisdictions across the
globe, longer-term, multi-commodity exploration opportunities are constantly under review. The Company continues to
entertain opportunities for horizontal and vertical growth of its large flake graphite business.
Business Risks
The various business risks as described below have been identified as the key risks to the Group.
Construction Risk
The capital expenditure required to complete the Lindi Jumbo Project may differ from the current expectations of the
Company. In addition, actual operational costs may differ from current estimates. Increases in capital or operating
expenditure will adversely affect the profitability of the Lindi Jumbo Project and the Company’s other projects. This is being
mitigated through fixed price and fixed rate contracts, active project management and negotiation of key contracts.
Sovereign Risk
The Company has projects located in Northern Ireland, Scotland and Tanzania. Due to the location of these projects,
the Company will be exposed to the political, security and social risks of each of these countries. There can be no
assurance that the current systems of government in any country will remain stable and conducive to foreign investment.
Any changes in government policy may result in changes in laws affecting various factors including the ownership of
exploration assets, taxation regime, environmental protection, labour relations, and repatriation of income, amount of
royalty and return of capital. A change in these factors may in turn affect the Company’s ability to undertake exploration
and development activities in the manner currently contemplated. The Lindi Jumbo Graphite Project is located in Tanzania
and as such subject to emerging legal and political systems compared with the systems in place in Australia. In recent
years, Tanzania enacted substantive changes in its mining laws and the full impact of these is yet to be demonstrated in
practice. Sovereign risks associated with operating in Tanzania include, without limitation, changes in the terms of mining
legislation, changes to royalty arrangements, changes to taxation rates and concessions and changes in the ability to
enforce legal rights. Any of these factors may, in the future, adversely affect the financial performance of the Company.
The Company mitigates this risk by maintaining a strong, ongoing relationship with the government of these countries and
ensuring all requirements are met.
Title Risk
Interests in mineral licences in Tanzania are governed by the respective relevant legislation in Tanzania and are
evidenced by the granting of licenses or leases. Each licence or lease is for a specific term and carries with it annual
expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company
could lose title to, or its interest in, its mineral licences if licence conditions are not met or if insufficient funds are available
to meet expenditure commitments. If the Mining Licence is not renewed, the Company may suffer damage through loss
of opportunity to discover and develop any mineral resources to which it otherwise would have had a right to do so. There
is also a risk that the mineral licence applications in which the Company acquires an interest in the future may not be able
to be transferred to the Company and mineral licences applications may not be approved, or tenement terms renewed.
The company actively manages its licence portfolio & seeks to keep all licences in good order.
6
DIRECTORS’ REPORT
Foreign Exchange Rate Risk
The Company currently has interests in tenures located in Northern Ireland, Scotland and Tanzania. Expenditure in
Tanzania is required in both United States dollars and the local currency, the Tanzanian schilling. Furthermore,
international prices of various commodities are denominated in the United States dollar, whereas the income and
expenditure of the Company will be taken into account in Australian currency, which will expose the Company to the
fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined
in international markets.
To comply with Australian reporting requirements, the income, expenditure and cash flows of the Company will need to
be accounted for in Australian dollars. This will result in the income, expenditure and cash flows of the Company being
exposed to the fluctuations and the volatility of the rate of exchange between other currencies and the Australian dollar,
as determined by international markets. In addition, at this stage, the Company has decided not to put in place any hedges
in relation to foreign exchange. This may result in the Company being exposed to exchange risk, which may have an
adverse impact on the profitability and/or financial position of the Company. Having senior debt denominated in US dollars
provides a natural hedge against the predominate income & expense streams.
Commodity Price Volatility
Any future revenue derived through any future sales of graphite exposes the potential income of the Company to
commodity price and exchange rate risks. Commodity prices fluctuate and are affected by numerous factors beyond the
control of the Company. These factors include world demand for commodities, forward selling by producers and the level
of production costs in major commodity-producing regions. Moreover, commodity prices are also affected by
macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and
supply of, commodities. The production of four different products destined to different end use markets helps distribute the
risk of changes in the graphite price in any one market.
Occupational Health and Safety
The Company is committed to providing a healthy and safe environment for its personnel, contractors and visitors. Mining
activities have inherent risks and hazards. The Company provides appropriate instructions, equipment, preventative
measures, first aid information and training to all stakeholders through its occupational, health and safety management
systems.
Development risk
The ability of the Company to achieve production targets, or meet operating and capital expenditure estimates on a timely
and accurate basis cannot be assured. The combined group may encounter unexpected difficulties, including shortages of
materials or delays in delivery of materials, unexpected operational events, facility or equipment malfunctions or
breakdowns, unusual or unexpected adverse geological conditions, cost overruns, regulatory issues, adverse weather
conditions and other catastrophes, such as explosions, fires, floods and accidents, increases in the level of labour costs
and the existence of any labour disputes, and adverse local or general economic or infrastructure conditions.
Any delays beyond the expected development periods or increased costs above those expected to be incurred, could have
a material adverse effect on the combined group’s business, financial condition, results of operations, cash flows and ability
to pay dividends. The company has a number of contingency plans to manage the risk of delay for those items on the Lindi
Jumbo critical path.
Operating risk
The Company’s business operations are subject to risks and hazards inherent in the mining industry. The exploration for
and the development of Mineral Resources and the production of graphite involves significant risks, including
environmental and safety hazards, industrial accidents, equipment failure, import/ customs delays, shortage or delays in
installing and commissioning plant and equipment, metallurgical and other processing problems, seismic activity, unusual
or unexpected rock formations, flooding, fires, or other natural disasters, outbreaks, continuations or escalations of disease
(including pandemics), interruption to, or the increase in costs of, services (such as water, fuel or transport), sabotage,
community, inability to recruit and retain operating staff with specialist rare earth processing experience; unexpected
shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; government or other
weather conditions. These risks could result in damage to,
interference and interruption due to inclement or hazardous
or destruction of, mineral properties, production and power facilities, dams, or other properties, and could cause personal
injury or death, environmental damage, pollution, delays in mining, increased production costs, monetary losses and
possible legal liability. In particular, mining operations involve the use of heavy machinery, which involves inherent risks
that cannot be completely eliminated through preventative efforts.
7
DIRECTORS’ REPORT
Costs of production may be affected by a variety of factors, including changing waste-to-ore ratios, adverse weather
conditions, geotechnical issues, unforeseen difficulties associated with power supply, water supply and infrastructure, ore
grade, metallurgy, labour costs, changes to applicable laws and regulations, general inflationary pressures and currency
exchange rates. If faced by the Company, these circumstances could result in the Company not realising its operational
or development plans, or in such plans costing more than expected, or taking longer to realise than expected. Any of
these outcomes could have an adverse effect on the Company’s financial and operational performance. The company is
currently outsourcing the majority of operational functions to well credentialed operators, in an effort to reduce this risk on
startup.
Environmental Risk
The Company’s projects are subject to rules and regulations regarding environmental matters including obtaining the
approval of an environmental impact study or assessment depending on location and impacts. As with all mineral projects,
the Company’s project is expected to have a variety of environmental impacts should development proceed. The Company
has been issued with the Environmental permit for development and an Environmental Management Plan is in place with
audits done on an annual basis. Any breach of the conditions might lead to a cessation of activities and or the revoking of
the environmental permit. The Company is unable to predict the effect of additional environmental laws and regulations
that may be adopted in the future, including whether any such laws or regulations would materially increase the Company's
costs of doing business or affect its operations in any area. Lindi Jumbo has been designed to meet international standards
of environmental performance.
Resource and Reserve Estimates
Resource and other estimates of mineral occurrences are expressions of judgment based on knowledge, experience and
industry practice. Often these estimates were appropriate when made but may change significantly when new information
becomes available. There are risks associated with such estimates, including those minerals mined may be of a different
quality, tonnage or strip ratio from the estimates. Resource and revenue estimates are necessarily imprecise and depend
to some extent upon interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to
the estimates of mineral resources and/or Ore Reserves could affect the proposed development and mining plans. Grade
control drilling &assaying will be performed before development occurs in expected mining areas to reduce this risk.
Technological
This risk relates mainly to the threat of substitution of minerals such as lithium and graphite by other materials in the
manufacture of batteries and other applications. The production of four different products destined for different end use
markets mitigates the risk of graphite substitution risk in any one market.
Litigation risk
The Company is exposed to possible litigation risk including intellectual property claims, contractual disputes, occupational
health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the
future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s
operations, financial performance and financial position. The Company is not currently engaged in any litigation.
Reliance on Key Personnel
The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends
substantially on its senior management and its key personnel. There can be no assurance given that there will be no
detrimental impact on the Company if one or more of these employees cease their employment.
Significant Events After Balance Date
The following significant changes in the state of affairs of the Company occurred after balance date:
On 4 July 2023, the Company announced that the Lindi Jumbo Senior Debt facility had been executed with UK based
Gemcorp for up to US$25 million (US$20 million Tranche A and optional US$5 million for Tranche B). The debt is subject
to an interest rate margin of 14% for Tranche A and 16% for the optional Tranche B incremental facility above the
benchmark Secured Overnight Financing Rate (SOFR). The facility will be available for drawdown until March 2024.
During the period of availability, the undrawn balance of Tranche A will attract a commitment fee until drawn. The Group
is also required to maintain a Debt Service Reserve for two current quarter’s debt payments. The lender is also entitled to
cash sweeps of 25-50% of any cash surplus over US$5 million to be applied against the outstanding loan principal.
On 12 July 2023, the Company issued 508,835 ordinary fully paid shares at an issue price of $0.10 per share, 3,636,363
ordinary fully paid shares at an issue price of $0.11 per share and 2,000,000 options exercisable at $0.25 on or before 12
January 2025 in relation to the bridging loans and payment of interest for these loans as approved in the Shareholders’
General meeting held on 12 June 2023.
8
DIRECTORS’ REPORT
On 13 July 2023, the Company announced that it had completed the first drawdown of US$5.1 million from the Lindi Jumbo
Senior Debt facility above. The drawn funds were primarily used to repay interim funding arrangements, transaction costs,
corporate costs and provide funding for the next month of project expenditures.
On 28 July 2023, the Company announced that it had entered into a termination deed with BMCG pursuant to which the
Company paid the amount of US$977,000 to BMCG to retire the Balance of the original Funding Facility, with no further
amount outstanding under, or shares to be issued in relation to, the Investment. The Company has not drawn any funds
to date under the standby BMCG funding facility announced to the market on 27 February 2023 and 14 March 2023. The
standby facility remains available as a source of funding should the Company require it.
On 28 August 2023, the Company announced that it has concluded the interim funding measures implemented during the
first half of 2023. This consisted of the following actions:
•
•
•
The Company agreed with its EPC contractor, Jinpeng, that all contractual milestones achieved to date and
through to practical completion will be paid in cash, and up to US$500,000 of post-practical completion contractual
milestone payments are to be paid by way of the issue of shares at $0.11. This agreement replaces the agreement
released to the market on 6 March 2023 and approved by shareholders at the general meeting held on 12 June
2023.
The Company had also previously issued 9.2 million shares as security for the interim vendor funding provided
by TNR. As TNR interim funding has been repaid from drawdown of the senior debt, the Company intends to
cancel those shares. This will require approval of shareholders at the upcoming Annual General Meeting.
Finally, the Company issued 4,227,273 shares at $0.11 each as part of the conclusion of the remaining
shareholder bridging loans.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or could
significantly affect the operations of the consolidated entity, the results of those operations, or the financial position of the
consolidated entity in future financial years.
Likely Developments and Expected Results
Further information has not been presented in this report as disclosure of information regarding likely developments in the
operations of the consolidated entity in future financial years and the expected results of those operations is likely to result
in unreasonable prejudice to the consolidated entity.
Environmental legislation
The consolidated entity is subject to environmental legislation in Tanzania for the development and construction works of
the Lindi Jumbo Graphite Project. The independent Annual Environmental Audit completed for the 2022-2023 reporting
period stipulated that the Company continues to demonstrate good environmental stewardship and has shown a good
commitment to comply with its EIA of 2016, implementing its recommendations and commissioning annual audits.
Indemnification and insurance of Directors and Officers
The Company has agreed to indemnify all the Directors of the Company for any liabilities to another person (other than the
Company or 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. During the financial year the Company
paid a premium in respect of a contract insuring the Directors and officers of the Company and its controlled entities against
any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. The contract of
insurance prohibits disclosure of the nature of the liability and the amount of the premium.
REMUNERATION REPORT (Audited)
This report, which forms part of the Directors’ Report, outlines the remuneration arrangements in place for the Key
Management Personnel (“KMP”) of the Company for the financial year ended 30 June 2023. The information provided in
this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for KMP who are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Company and its controlled
entities, directly or indirectly, including any Director (whether Executive or otherwise) of the parent company.
9
DIRECTORS’ REPORT
The Key Management Personnel of the Group during the year were:
Mr A Cunningham
Mr M Elliott
Mr P Montgomery
Mr P Finnimore
Mr T Allen
Chief Executive Officer/Executive Director
Chairman, Non-Executive Director
Non-Executive Director (Appointed 15 July 2021)
Non-Executive Director (Appointed 15 July 2021)
Chief Financial Officer (Appointed 19 July 2021)
Remuneration policy
The remuneration policy of Walkabout has been designed to align Director and Executive objectives with shareholder and
business objectives by providing a fixed remuneration component and potentially, at the Boards discretion, long term
incentives based on key performance areas affecting the consolidated entity’s financial results. The Board of Walkabout
believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and
Directors to run and manage the consolidated entity, as well as create goal congruence between Directors, Executives
and shareholders.
The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives of
the consolidated entity is as follows: the remuneration policy, setting the terms and conditions for the Executive Directors
and other senior executives, was developed by the Board of Directors, and approved by resolution of the Board. All
Executives receive a base salary including superannuation with the possibility of short and long term incentives.
The Board of Directors review executive packages annually by reference to the consolidated entity’s performance,
executive performance and comparable information from industry sectors and other listed companies in similar industries.
The performance of Executives is assessed annually with each executive and is based predominantly on operational and
exploration activities and shareholders’ value. The Board may, however, exercise its discretion in relation to approving
incentives, bonuses and options, and can award these if they can be reasonably justified. The policy is designed to attract
and retain the highest calibre of Executives and reward them for performance that results in long term growth in shareholder
value.
Directors and Executives receive a superannuation guarantee contribution required by the Government, and do not receive
any other retirement benefits. All remuneration paid to Directors and Executives is valued at the cost to the Company and
expensed.
The Board policy is to remunerate Non-executive Directors at market rates for comparable companies for time, commitment
and responsibilities. The Company has established a Remuneration Committee. The Remuneration Committee is
responsible for determining and reviewing compensation arrangements for directors and executive team. The Board of
Directors, following a recommendation from the remuneration Committee, determines payments to the Non-executive
Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent
external advice is sought when required. Any changes to the maximum aggregate amount of fees that can be paid to Non-
executive Directors is subject to approval by shareholders at an Annual General Meeting.
Performance-based remuneration
There was no performance based remuneration granted during the year ended 30 June 2023 nor outstanding as at that
date.
Company 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 fixed market competitive salary, and the
second being the potential issue of short and long term incentives to Executives to encourage the alignment of personal
and shareholder interests.
In accordance with best practice corporate governance, the structure of Non-executive Director and Executive
remuneration is separate and distinct.
Key Management Personnel Remuneration Policy
The remuneration structure for KMP is to be based on a number of factors, including length of service, particular experience
of the individual concerned, and overall performance of the Company. The contracts for service between the Company
and KMP are on a continuing basis, the terms of which are not expected to change in the immediate future.
10
DIRECTORS’ REPORT
Employment Contracts
E CEO/Executive
Director
Contract
Commencement
Contract
Termination
Remuneration
Notice period
A Cunningham
1 July 2021
No fixed term
$363,000
3 months
Chief Financial Officer
T Allen
19 July 2021
No fixed term
$250,000
3 months
Termination
entitlement
3 months’ pay in
lieu of notice
3 months’ pay in
lieu of notice
11
DIRECTORS’ REPORT
The table below details the nature and amount of remuneration for each Director and Executive of Walkabout Resources Ltd.
30 June 2023
Short-term Benefits
Post-
employment
Benefits
Share-based Payment
Total
Performance
Related
Andrew Cunningham
Michael Elliott
Phil Montgomery
Peter Finnimore
Tony Allen
Salary and
fees
$
402,450
108,597
90,000
87,263
250,000
938,310
Bonuses
$
Non-cash
benefit
$
Other
Superannuation
Equity5
Options
$
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,403
-
10,237
26,250
47,890
-
-
-
-
-
-
-
-
-
-
-
-
402,450
120,000
90,000
97,500
276,250
986,200
%
-
-
-
-
-
-
30 June 2022
Short-term Benefits
Post-
employment
Benefits
Share-based Payment
Total
Performance
Related
Andrew Cunningham
Allan Mulligan1
Michael Elliott
Phil Montgomery
Peter Finnimore2
Tony Allen
Salary and
fees
$
321,250
166,640
78,000
82,500
54,000
237,904
940,294
Bonuses
$
Non-cash
benefit
$
Other
Superannuation
Equity
Options
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,007
8,667
-
6,000
23,790
47,464
-
-
-
-
21,059
-
21,059
-
-
-
-
-
-
-
$
321,250
175,647
86,667
82,500
81,059
261,694
1,008,817
%
-
-
-
-
-
-
-
1Resigned as Director on 15 July 2021
2At a general meeting on 30 November 2021 a share plan was approved by shareholders to satisfy up to 50% of Peter Finnimore and Philip Montgomery’s directors fees, through the issue of shares. These
details of the shares to be issued in lieu of salary are below:
Year Ended
Director Name
Contractual Value of
Services Rendered
Market Value of Shares
on Grant Date
Shares
Issued
Date of Issue
Share Price on
Grant Date
30-Jun-22
Peter Finnimore
22,500
21,059
106,635
13-Jan-2023
19 cents
12
DIRECTORS’ REPORT
Shareholdings of Key Management Personnel
Ordinary Shares
30 June 2023
Directors
Balance at beginning
of period
Number
Conversion of
performance rights
Number
Acquired
Number
Net Change Other
Number
Balance at end of
period
Number
Balance held nominally
Number
Andrew Cunningham
Michael Elliott
Phil Montgomery2
Peter Finnimore2
1,332,096
22,202,908
-
-
Executives
Number
Number
Tony Allen
-
30 June 2022
Directors
Balance at beginning
of period
Number
Conversion of
performance rights
Number
Andrew Cunningham
Allan Mulligan1
Michael Elliott
Phil Montgomery2
Peter Finnimore2
1,240,188
5,474,656
14,400,000
-
-
Executives
Number
Number
Tony Allen
-
1Resigned as Director on 15 July 2021
2Appointed as Director on 15 July 2021
3Appointed on 19 July 2021
-
-
-
-
-
-
-
-
-
-
-
629,966
9,597,092
-
106,635
Number
Number
106,635
-
-
-
-
-
1,962,062
31,800,000
-
106,635
841,961
29,300,000
-
-
Number
Number
106,635
-
Acquired
Number
Net Change Other
Number
Balance at end of
period
Number
Balance held nominally
Number
91,908
-
7,802,908
-
-
-
(5,474,656)
-
-
-
1,332,096
-
22,202,908
-
-
659,873
-
19,902,908
-
-
Number
Number
Number
Number
-
-
-
-
All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more
favourable than those the Group would have adopted if dealing at arm’s length. Net change – other represents the balance on appointment / resignation.
13
DIRECTORS’ REPORT
Option holdings of Key Management Personnel
30 June 2023
Directors
Balance at beginning
of period
Number
Granted as
remuneration
Number
Expired (3)
Net Change Other
Number
Number
Balance at end of
period
Number
Balance held nominally
Number
Andrew Cunningham
Michael Elliott
Phil Montgomery2
Peter Finnimore2
Executives
Number
Tony Allen
-
-
-
-
-
Number
30 June 2022
Directors
Balance at beginning
of period
Number
Granted as
remuneration
Number
Allan Mulligan1
Andrew Cunningham
Michael Elliott
Phil Montgomery2
4,000,000
3,000,000
-
-
Executives
Number
Number
Tony Allen
-
1Resigned as Director on 15 July 2021
2Appointed as Director on 15 July 2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Number
Expired
Number
(4,000,000)
(3,000,000)
-
-
Number
Net Change Other
Number
Number
Number
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
400,000
-
-
Number
-
Balance held nominally
Number
-
-
-
-
-
Number
Number
Balance at end of
period
Number
Number
At the Company’s 2022 annual general meeting the remuneration report was approved by shareholders. Votes cast against the remuneration report considered at that annual general
meeting were less than 25%.
Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration
The remuneration policy has been tailored to align the strategic goals of the Company to create value for shareholders, Directors and executives. The Company believes the policy has
been effective in in aligning the interests of the Company’s key management personnel with the interests of its shareholders. Details of Directors’ and executives' interests in equity securities
at year end are set out above.
14
DIRECTORS’ REPORT
Additional Information
The key statistics of the Group for the five years to 30 June 2023 are summarised below:
Share Price at 30 June
Loss for the year (continuing
and discontinued
operations)
EPS for the year (continuing
and discontinued
operations)
2019
$0.425
2020
$0.135
2021
$0.20
2022
$0.215
2023
$0.097
($2,737,501)
($4,440,408)
($3,325,061)
(5,206,760)
(4,470,047)
(0.95) cents
(1.33) cents
(0.94) cents
(1.19) cents
(0.80) cents
Fixed remuneration is not linked to Group performance. It is set with reference to the individual’s role, responsibilities and
performance and remuneration levels for similar positions in the market.
No dividends were paid by the Company nor was there any return of capital over the past 5 years.
Other transactions with Key Management Personnel
There were two bridging loans from Key Management Personnel of $600,000 outstanding at 30 June 2023. These have
been paid back in full subsequent to year end.
For amounts owing to key management personnel refer to Note 18 to the financial report for details.
End of Remuneration Report
Directors’ meetings
The number of meetings of directors held during the year and the number of meetings attended by each Director were as
follows:
Number
of meetings
held
Number
eligible to
attend
Number
attended
Michael Elliott
Andrew Cunningham
Phil Montgomery
Peter Finnimore
27
27
27
27
27
27
27
27
27
26
22
25
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings. The Company was not a party to any such proceedings during the year.
Shares under Option
There were no unissued ordinary shares under option at the date of this report.
Auditor’s independence
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the Directors of the Company
with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on
page 17 and forms part of this Directors’ Report for the year ended 30 June 2023.
15
DIRECTORS’ REPORT
Non-audit Services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined
in Note 4 to the financial statements. The Directors are satisfied that the provision of non-audit services is compatible with
the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services
have been reviewed to ensure that they do not impact the impartiality and objectivity of the auditor and none of the services
undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics
for Professional Accountants issued by the Accounting Professional & Ethical Standards Board.
Indemnification and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not
paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Signed in accordance with a resolution of the Board of Directors.
Michael Elliott
Non-Executive Chairman
29 September 2023
16
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Walkabout Resources Ltd for the
year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been
no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
29 September 2023
L Di Giallonardo
Partner
17
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
Note
Consolidated
Income
Depreciation expense
Occupancy costs
Legal and compliance fees
Administration expenses
Interest expense
Consulting fees
Professional fees
Other expenses
Exploration costs expensed or written off
Travel
Foreign exchange (loss)
Loss before income tax
Income tax benefit
Loss for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or
loss
Exchange differences on translation of foreign
operations
2
2
2
2
3
2023
$
2022
$
6,679
1,358
(35,424)
(231,161)
(657,229)
(33,782)
(264,991)
(345,695)
(1,325,426)
(1,358,620)
(207,388)
(8)
(1,334,225)
(1,341,413)
(293,138)
(9,094)
(9,932)
(162,547)
(211,162)
(201,193)
(82,214)
(506,571)
(222,297)
(851,334)
(4,470,047)
(5,206,760)
-
-
(4,470,047)
(5,206,760)
(460,336)
2,190,478
Other comprehensive income/(loss) for the year, net
of tax
Total comprehensive loss for the year
(460,336)
2,190,478
(4,930,383)
(3,016,282)
Loss attributable to:
Owners of the parent
Non-controlling interests
Total Comprehensive Loss attributable to:
Owners of the parent
Non-controlling interests
Loss Per Share
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
(4,470,047)
(5,198,092)
-
(8,668)
(4,470,047)
(5,206,760)
(4,930,383)
(3,009,413)
-
(6,869)
(4,930,383)
(3,016,282)
5
5
(0.80)
(0.80)
(1.19)
(1.19)
The accompanying notes form part of these financial statements.
18
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Property, plant and equipment
Mine properties
Deferred exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Employee benefits
Financial liability
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Rehabilitation provision
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
Consolidated
2023
$
2022
$
6
7
7
8
8
9
74,320
1,018,843
2,497,141
2,226,228
2,571,461
3,245,071
305,705
9,758
96,444
135,468
50,419,834
44,002,506
2,684,538
2,326,351
53,506,521
46,474,083
56,077,982
49,719,154
10
2,521,004
10,694,156
44,727
35,208
11
3,059,601
4,510,589
5,625,332
15,239,953
498,779
-
498,779
-
6,124,111
15,239,953
49,953,871
34,479,201
12
13
118,155,464
97,936,740
1,489,900
1,971,295
(69,691,493)
(65,428,834)
49,953,871
34,479,201
The accompanying notes form part of these financial statements.
19
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR YEAR ENDED 30 JUNE 2023
Consolidated
Contributed
Equity
Accumulated
Losses
Foreign
Currency
Translation
Reserve
Share-
based
Payment
Reserve
Options
Reserve
Total
Non-
Controlling
Interest
Total
Equity
Balance as at 1 July 2022
Net loss for the year
$
$
$
97,936,740
(65,428,834)
1,950,236
- (4,470,047)
-
Exchange differences arising on translation of foreign operations
- - (460,336)
Total comprehensive loss for the year
- (4,470,047)
(460,336)
20,159,900
-
-
58,824
-
-
$
21,059
-
-
-
(21,059)
-
$
$
$
$
-
34,479,201
-
34,479,201
- (4,470,047)
- (4,470,047)
- (460,336)
- (460,336)
- (4,930,383)
- (4,930,383)
-
20,138,841
- 20,138,841
-
58,824
-
58,824
- -
-
- 207,388
207,388
- 207,388
- 207,388
-
- (207,388)
- -
-
Shares issued – net of cost
Share based payment
Issue of options
Expiry of options
Balance as at 30 June 2023
118,155,464
(69,691,493)
1,489,900
-
-
49,953,871
- 49,953,871
Balance as at 1 July 2021
Net loss for the year
Exchange differences arising on translation of foreign operations
Total comprehensive loss for the year
Acquisition of minority interest
Shares issued – net of cost
Unissued director’s shares
Expiry of options
Balance as at 30 June 2022
82,330,019
(61,472,669)
(238,443)
-
-
-
-
15,606,721
-
-
(5,198,092)
-
-
2,188,679
(5,198,092)
2,188,679
(246,493)
-
-
1,488,420
-
-
-
-
-
-
-
-
-
-
21,059
1,488,420
22,107,327
(55,599)
22,051,728
(5,198,092)
(8,668)
(5,206,760)
2,188,679
1,799
2,190,478
(3,009,413)
(6,869)
(3,016,282)
(246,493)
62,468
(184,025)
15,606,721
21,059
-
-
(1,488,420)
-
-
-
15,606,721
21,059
-
34,479,201
-
-
-
-
-
-
97,936,740
(65,428,834)
1,950,236
21,059
-
34,479,201
The accompanying notes form part of these financial statements.
20
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation expenditure
Payments for property, plant & equipment
Note
Consolidated
2023
$
2022
$
(3,979,185)
(3,133,960)
6,678
1,358
15
(3,972,507)
(3,132,602)
(166,224)
(1,023,293)
(13,699,073)
(15,736,876)
Payments for changes in ownership of a subsidiary
-
(190,883)
Net cash used in investing activities
(13,865,297)
(16,951,052)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from borrowings
Net cash provided by financing activities
Net decrease in cash held
Cash at beginning of financial year
Cash at end of financial year
13,493,281
3,400,000
16,893,281
(944,523)
1,018,843
74,320
11
6
6
7,622,546
7,820,260
15,442,806
(4,640,848)
5,659,691
1,018,843
The accompanying notes form part of these financial statements.
21
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Preparation
These financial statements are general purpose financial statements, which have been prepared in accordance with
the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply with other
requirements of the law.
The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise
stated. The financial statements are for the consolidated entity (or “the Group”) consisting of Walkabout Resources
Ltd and its subsidiaries. For the purposes of preparing the consolidated financial statements, the Group is a for-profit
entity.
The financial statements have been prepared on a historical cost basis. Cost is based on the fair values of the
consideration given in exchange for assets.
The financial statements are presented in Australian dollars.
The Company is a listed public company, incorporated in Australia and operating in Australia, Botswana, Tanzania,
Malawi, Northern Ireland, Scotland and Namibia. The Group’s principal activities are mineral exploration and the
development of resources and energy assets.
(b)
Adoption of new and revised standards
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. There was no material
impact to Group accounting policies.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted, however are not expected to have a material impact on Group accounting policies.
(c)
Statement of Compliance
The financial report was authorised for issue on 29 September 2023.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report,
comprising the financial statements and notes thereto, complies with International Financial Reporting Standards
(IFRS).
(d)
Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Walkabout Resources
Ltd (‘the Company’ or ‘parent entity’) as at 30 June 2023 and the results of all subsidiaries for the year then ended.
Walkabout Resources Ltd and its subsidiaries are referred to in this financial report as the Group or the consolidated
entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity, using
consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses
and profit and losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group. Control exists where the company has
the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The
existence and effect of potential voting rights that are currently exercisable or convertible are considered when
assessing when the Group controls another entity.
Business combinations have been accounted for using the acquisition method of accounting.
Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the Group’s
interests in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure
consistency with the policies adopted by the Group.
22
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(d)
Basis of Consolidation - continued
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group
and are presented separately in the statement of comprehensive income and within equity in the consolidated
statement of financial position. Losses are attributed to the non-controlling interests even if that results in a deficit
balance.
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with
equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts
of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference
between the amount of the adjustment to non-controlling interests and any consideration paid or received is
recognised within equity attributable to owners of Walkabout Resources Ltd.
When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is
remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial
carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint controlled
entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of
that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean
that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
(e)
Critical accounting judgements and key sources of estimation uncertainty
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying
values of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period
in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the
revision affects both current and future periods.
Exploration and evaluation expenditure:
The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgment in
determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where
activities have not reached a stage which permits a reasonable assessment of the existence of reserves.
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. Fair value is determined by an external valuer using a Black and
Scholes model, using the assumptions detailed in Note 20. From time to time the Company makes share-based
payments to other parties, other than employees, for goods or services. Where the fair value of the goods and services
cannot be reliably estimated, the Company measures their fair value by reference to the fair value of the equity
instruments granted.
Rehabilitation provision
The Group estimates the future cash flows to settle mine restoration obligations and applies an inflationary factor to
these costs, together with discounting these costs to present values.
(f)
Going Concern
For the year ended 30 June 2023, the Group recorded a loss of $4,470,047 (2022: $5,206,760) and a net cash outflow
from operating, investing and financing activities of $944,523 (2022: $4,640,848). At 30 June 2023, the Group had
available cash and cash equivalents of $74,320 (2022: $1,018,843) and a deficiency of working capital of $3,053,871
(2022: $11,994,882).
With the announcement on 4 July 2023 of the Senior Debt Facility with Gemcorp for up to $US25 million ($US20
million Tranche A and optional $5 million for Tranche B) (see Note 16), which has commenced being drawn on
subsequent to balance date, together with the standby BMCG funding facility for up to $US10 million, the directors
consider the Group to be a going concern as it will be able to complete construction and commissioning of the Lindi
Jumbo plant and see the Group through to production in the 4th quarter of the 2024 financial year.
The financial report has been prepared on the basis of accounting principles applicable to a going concern, which
assumes the commercial realisation of the future potential of the Group’s assets and the discharge of their liabilities
in the normal course of business.
23
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(g)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of Directors of Walkabout Resources Ltd.
(h)
Foreign Currency Translation
Both the functional and presentation currency of Walkabout Resources Ltd and its Australian subsidiaries is Australian
dollars. Each entity in the Group determines its own functional currency and items included in the financial statements
of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated
at the rate of exchange ruling at the balance date. All exchange differences in the consolidated financial report are
taken to the statement of comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss.
The functional currency of the foreign operations in Botswana, Tanzania, Malawi, Namibia, Scotland and Northern
Ireland is Pula, Schillings, Kwacha, Namibian Dollars and British Pound Sterling respectively.
As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation currency of
Walkabout Resources Ltd at the rate of exchange ruling at the balance date and their statements of comprehensive
income are translated at the weighted average exchange rate for the year.
The exchange differences arising on the translation are taken directly to a separate component of equity, being
recognised in the foreign currency translation reserve.
On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign
operation is recognised in profit or loss.
(i)
Income Recognition
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial
asset.
Other income
Other income is recognised when it is received or when the right to receive payment is established.
(j)
Leases
Variable lease payments for lease terms less than 12 months that do not depend on an index or rate are expensed in
the period in which they are incurred.
(k)
Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on
the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary difference and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end
of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
24
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(k)
Income Tax - continued
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests
in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the
temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset
to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that
it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the
same taxation authority.
Tax consolidation legislation
The Company and its 100% owned Australian resident subsidiaries have implemented the tax consolidation
legislation. Current and deferred tax amounts are accounted for in each individual entity as if each entity continued to
act as a taxpayer on its own.
The Company recognises its own current and deferred tax amounts and those current tax liabilities, current tax assets
and deferred tax assets arising from unused tax credits and unused tax losses which it has assumed from its controlled
entities within the tax consolidated Group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts
payable or receivable from or payable to other entities in the Group. Any difference between the amounts receivable
or payable under the funding agreement are recognised as a contribution to (or distribution from) controlled entities
in the tax consolidated Group.
25
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(l)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST and VAT except:
• when the GST and VAT incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST and VAT is recognised as part of the cost of acquisition of the asset or as part
of the expense item as applicable; and
•
receivables and payables, which are stated with the amount of GST and VAT included.
The net amount of GST and VAT recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST and VAT component of cash
flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority,
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST and VAT recoverable from, or payable to,
the taxation authority.
(m)
Impairment of assets
The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the
asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be
close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it
belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or
cash-generating unit is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses relating to continuing operations are recognised in those expense categories consistent with the
function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is
treated as a revaluation decrease).
An assessment is also made at each balance date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used
to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the
carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for
the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount,
in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is
adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic
basis over its remaining useful life.
(n)
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents
as defined above, net of outstanding bank overdrafts.
(o)
Trade and other receivables
Trade and other receivables are measured on initial recognition at fair value and are subsequently measured at
amortised cost using the effective interest rate method, less any allowance for expected credit losses.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected
loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
26
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(p)
Derecognition of financial assets and financial liabilities
(i) Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
derecognised when:
•
•
•
the rights to receive cash flows from the asset have expired;
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in
full without material delay to a third party under a ‘pass-through’ arrangement; or
the Group has transferred its rights to receive cash flows from the asset and either:
has transferred substantially all the risks and rewards of the asset, or
has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
(a)
(b)
When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained
substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the
extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee
over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum
amount of consideration received that the Group could be required to repay.
When continuing involvement takes the form of a written and/or purchased option (including a cash-settled option or
similar provision) on the transferred asset, the extent of the Group’s continuing involvement is the amount of the
transferred asset that the Group may repurchase, except that in the case of a written put option (including a cash-
settled option or similar provision) on an asset measured at fair value, the extent of the Group’s continuing involvement
is limited to the lower of the fair value of the transferred asset and the option exercise price.
(ii) Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as a de recognition
of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is
recognised in profit or loss.
(q)
Property, Plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment
losses. Depreciation is calculated on a diminishing value basis or units of production basis over the estimated useful
life of the assets at the following rates:
Plant and equipment – 20%
Computer equipment – 30%
Motor Vehicles – 33.3%
Furniture and Fittings – 22.2%
Mine properties – Amortised over units of production.
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable
amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an
asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-
generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair
value.
An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable
amount. The asset or cash-generating unit is then written down to its recoverable amount.
27
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(q)
Property, Plant and equipment - continued
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits
are expected from its use or disposal.
Mine Properties
Mining assets, including mineral property interests and mine plant facilities, are initially recorded at cost. Costs
incurred to develop the property are capitalised as incurred until the mine is considered to have moved into the
production phase, after which they are measured at cost less accumulated depreciation and impairment. Costs
include expenditure that is directly attributable to the acquisition of and construction of the asset. Subsequent costs
are included in the asset’s carrying amount or recognised as a separate asset as appropriate only when it is probable
that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably.
Borrowing costs are capitalised to the extent that they are directly attributable to the acquisition and construction of
qualifying assets. Qualifying assets are assets that take a substantial time to get ready for their intended use. These
costs are capitalised until the asset moves into the production phase. Other borrowing costs are expensed.
Depreciation and amortisation of mineral property interests and mine plant facilities are computed principally by
the units of production method over the life of mine, based on estimated quantities of economically recoverable
proved and probable reserves, which can be recovered in future from known mineral deposits. Changes in
management’s estimates of economically recoverable reserves and resources impact depreciation and amortisation
on a prospective basis.
Where a depreciable asset is used in the construction or extension of a mine, the depreciation is capitalised against
the mine’s cost.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
(r)
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services
provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged
to make future payments in respect of the purchase of these goods and services. Trade and other payables are
presented as current liabilities unless payment is not due within 12 months.
(s)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating
losses.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as separate assets but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of comprehensive income net of any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a borrowing cost.
(t)
Employee leave benefits
(i) Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within 12 months of the balance date are recognised in other payables in respect of employees’
services up to the balance date, they are measured at the amounts expected to be paid when the liabilities are settled.
Liabilities for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid
or payable.
28
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(t)
Employee leave benefits - continued
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present
value of expected future payments to be made in respect of services provided by employees up to the balance date.
Consideration is given to expect future wage and salary levels, experience of employee departures, and period of
service. Expected future payments are discounted using market yields at the balance date on national government
bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.
(u)
Share-based payment transactions
Equity settled transactions:
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled
transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity
instruments at the date at which they are granted.
Where appropriate, fair value is determined by using a Black-Scholes model, further details of which are given in Note
12(b). From time to time the Company makes share-based payments to other parties, other than employees, for
goods or services. Where the fair value of the goods and services cannot be reliably estimated, the Company
measures their fair value by reference to the fair value of the equity instruments granted.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked
to the price of the shares of Walkabout Resources Ltd (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period
in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees
become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects (i)
the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity
instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being
met as the effect of these conditions is included in the determination of fair value at grant date. The statement of
comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as
at the beginning and end of that period. The dilutive effect, if any, of outstanding options is reflected as additional
share dilution in the computation of earnings per share (see Note 5).
(v)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
(w)
Earnings per share
Basic earnings/loss per share is calculated as net profit or loss attributable to members of the parent, adjusted to
exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted
average number of ordinary shares, adjusted for any bonus element.
Diluted earnings/loss per share are calculated as net profit or loss attributable to members of the parent, adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of
potential ordinary shares divided by the weighted average number of ordinary shares and dilutive potential
ordinary shares, adjusted for any bonus element.
29
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(x)
Exploration and evaluation
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration
and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
(a) the exploration and evaluation expenditures are expected to be recouped through successful development
and exploitation of the area of interest, or alternatively, by its sale; or
(b) exploration and evaluation activities in the area of interest have not at the balance date reached a stage
which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and
active and significant operations in, or in relation to, the area of interest are continuing.
The decision to capitalise or expense exploration and evaluation expenditure is made separately for each area of
interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the
carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount
of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger
than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any).
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset in previous
years. Where a decision has been made to proceed with development in respect of a particular area of interest, the
relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
(y)
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
They are subsequently measured at amortised cost using the effective interest method.
Share Placement Agreement
The Company has entered into a Share Placement Agreement with Battery Metals Capital Group LLC (“BMCG”) in
prior periods, which enables the Company to issue placement shares to BMCG at such time as BMCG exercises its
call options for these shares. The amounts paid by BMCG for placement shares are denominated in $US, therefore
as the Company’s functional currency is $A, the Company will receive a variable amount of cash on issuing those
shares. As a result, there is a variable pricing mechanism within the Agreement and the proceeds received from
BMCG do not meet the “fixed for fixed” test in AASB 132 and are required to be classified as a liability in accordance
with AASB 132.
Finance charges are calculated and expensed over the term of the Agreement, with share subscription amounts
being recorded against the liability at the time BMCG subscribes for those shares. In addition, transaction costs
comprising actual costs and any share-based payments, are applied against the liability as borrowing costs in
accordance with AASB 132.
(z)
Parent entity financial information
The financial information for the parent entity, Walkabout Resources Ltd, disclosed in Note 17 has been prepared on
the same basis as the consolidated financial statements, except as set out below.
(i) Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements
of Walkabout Resources Ltd. Dividends received from associates are recognised in the parent entity’s profit or loss,
rather than being deducted from the carrying amount of these investments.
(ii) Share-based payments
The grant by the company of options over its equity instruments to the employees of subsidiary undertakings in the
group is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services received,
measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment
in subsidiary undertakings, with a corresponding credit to equity.
30
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 2: INCOME AND EXPENSES
Income
Interest received
Expenses
Foreign exchange gain / (losses)
Depreciation
Exploration costs expensed or written off
NOTE 3: INCOME TAX EXPENSE
a. The components of income tax expense comprise:
The prima facie income tax expense on pre-tax accounting profit from
operations reconciles to the income tax expense in the financial
statements as follows:
Accounting loss before tax
Income tax (benefit) calculated at 30% (2021: 26%)
Non-deductible expenses
Non-assessable income
Difference in tax rate of subsidiaries operating in other jurisdictions
Unused tax losses not recognised as deferred tax assets
Eliminations on consolidation
Other deferred tax assets and tax liabilities not recognised
Income tax expense/(benefit) reported in the consolidated statement of
comprehensive income
b. Unrecognised deferred tax balances
The following deferred tax assets/(liabilities) have not been brought to
account:
Deferred tax assets / (liabilities) comprise:
Consolidated
2023
$
2022
$
6,679
6,679
(211,162)
(35,424)
(9,932)
1,358
1,358
(851,334)
(33,782)
(506,571)
(4,470,047)
(1,341,014)
1,300,429
-
5,371
47,736
52
(12,574)
-
(5,206,760)
(1,562,028)
737,926
(62,318)
(15,730)
723,152
209,570
(30,572)
-
25
8,911,339
•
Losses available for offset against future taxable income –revenue
11,365,483
Losses available for offset against future taxable income – capital
•
•
• Depreciation timing differences
•
• Accrued expenses and liabilities
•
• Deferred gains and losses on foreign exchange contracts
• Exploration & mining expenditure capitalised
22,496
4,352
81,735
347,320
22,496
Ggg
3,779
95,888
(353,695)
(1,198,693)
6,220,176 7,481,114
(5,601,210)
c. Income tax benefit not recognised direct in equity
• Share issue costs
-
-
The deductible temporary differences and 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 taxable profit will be available against which
the Group can utilise the benefits thereof.
31
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE: 4: AUDITOR’S REMUNERATION
Remuneration of the auditor for:
Auditing or reviewing the financial report – HLB Mann Judd
Taxation compliance services – HLB Mann Judd
NOTE 5: EARNINGS/(LOSS) PER SHARE
Consolidated
2023
$
2022
$
130,829
7,550
138,379
37,043
13,450
50,493
Consolidated
2023
2022
Basic and diluted earnings/(loss) per share
Basic and diluted loss per share (cents per share)
(0.80)
(1.19)
Earnings
Earnings used in the calculation of basic and diluted earnings/(loss) per
share
Consolidated
2023
$
2022
$
Loss for the year
(4,470,047)
(5,206,760)
Weighted average number of ordinary shares
Consolidated
2023
2022
Weighted average number of ordinary and diluted shares outstanding
during the year used in calculating diluted EPS
558,988,878
436,332,476
NOTE 6: CASH AND CASH EQUIVALENTS
Consolidated
2023
$
2022
$
Cash at bank and in hand
74,320
1,018,843
Cash at bank earns interest at floating rates based on daily bank deposit rates.
NOTE: 7: TRADE AND OTHER RECEIVABLES
Consolidated
2023
$
2022
$
2,091,523
405,618
2,226,228
-
2,497,141
2,226,228
CURRENT
Other debtors (i)
Prepaid commitment fee (ii)
32
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE: 7: TRADE AND OTHER RECEIVABLES - continued
NON-CURRENT
Other debtors
Prepaid commitment fee (ii)
Consolidated
2023
$
2022
$
17,947
287,758
305,705
9,758
-
9,758
(i) Other debtors primarily relates to VAT Receivable.
(ii) As disclosed in Note 12, during the year, the Company issued 6,708,472 shares as a commitment fee to Battery Metals
Capital Group LLC (“BMCG”) for providing the standby funding facility of up to $US10m. These shares were valued at
$0.13 per share, being the share price on the date of issue. The total value of $872,101 was recorded as a prepaid
commitment fee and will be amortised over the period of the facility, being 24 months. The prepayment has been
allocated between the current and non-current portion.
NOTE 8: PROPERTY, PLANT AND EQUIPMENT AND MINE PROPERTIES
NON-CURRENT
Property, plant and equipment and mine properties
At cost
Accumulated depreciation
Total property, plant and equipment and mine properties
Consolidated
2023
$
2022
$
50,722,760
(206,482)
50,516,278
44,311,446
(173,472)
44,137,974
a. Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and equipment and mine properties between
the beginning and the end of the current financial year.
Plant & Equipment
Balance at the beginning of the year
Additions
Depreciation expense
Foreign exchange
Balance at end of the year
Mine Properties – work in progress
Balance at the beginning of the year
Additions
Transfer from Deferred Exploration and Evaluation Expenditure
Foreign exchange
Balance at end of the year
Consolidated
2023
$
135,468
-
(35,424)
(3,600)
96,444
Consolidated
2023
$
44,002,506
6,404,711
-
12,617
50,419,834
2022
$
31,126
140,768
(33,782)
(2,644)
135,468
2022
$
15,540,554
27,127,405
2,909
1,331,638
44,002,506
Total property, plant and equipment and mine properties
50,516,278
44,137,974
33
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 9: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
NON-CURRENT
Costs carried forward in respect of:
Exploration and evaluation phase – at cost
Balance at beginning of year
Expenditure incurred
Foreign currency exchange variation
Expenditure written off
Transfer to Mine Properties
Carrying amount at end of year
Consolidated
2023
$
2022
$
2,326,351
171,829
196,290
(9,932)
-
2,684,538
1,821,685
1,106,771
(92,625)
(506,571)
(2,909)
2,326,351
Ultimate recovery of exploration and evaluation expenditure carried forward is dependent upon the recoupment of costs
through successful development and commercial exploitation, or alternatively, by sale of the respective areas.
NOTE 10: TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Sundry payables and accrued expenses
Consolidated
2023
$
2022
$
2,054,535
466,469
2,521,004
9,811,732
882,424
10,694,156
The majority of trade payables at 30 June 2023 relate to contractors associated with the Lindi Jumbo construction project who
had agreed to deferred payment terms with the Company at year end. All trade payables due and outstanding at balance date
have since been paid by the consolidated entity.
All other trade payables are non-interest bearing and are normally settled on 30 day terms.
NOTE 11. FINANCIAL LIABILITY
Prepaid share placements
Bridging loans
Consolidated
2023
$
2022
$
1,659,601
1,400,000
3,059,601
4,510,589
-
4,510,589
34
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 11. FINANCIAL LIABILITY - continued
Prepaid Share Placements
The movement in prepaid share placements during the year ended 30 June 2023 is as follows:
Tranche 2
Balance at beginning of the year
Conversion to shares - US$500,000
Conversion to shares - US$300,000
Conversion to shares - US$300,000
Conversion to shares - US$500,000
Conversion to shares - US$500,000
Finance charge – 5%
8% VWAP discount reversed
Realised forex on conversion to shares
Unrealised loss on translation
Balance at end of the year
30-Jun-23
$
4,510,589
(724,848)
(451,060)
(452,420)
(746,269)
(755,173)
325,138
(172,501)
126,713
(568)
1,659,601
During the year ended 30 June 2023, at the request of BMCG, prepaid subscription units were converted to shares:
• On 10 January 2023, the Company converted 500,000 share subscription prepayment units into 7,891,674
ordinary shares at an issue price of $0.095 per share;
• On 14 April 2023, the Company converted 300,000 share subscription prepayment units into 4,748,000
ordinary shares at an issue price of $0.095 per share;
• On 1 May 2023, the Company converted 300,000 share subscription prepayment units into 5,057,402
ordinary shares at an issue price of $.090 per share;
• On 11 May 2023, the Company converted 500,000 share subscription prepayment units into 8,366,801
ordinary shares at an issue price of $0.090 per share; and
• On 2 June 2023, the Company converted 500,000 share subscription prepayment units into 9,108,630
ordinary shares at an issue price of $0.085 per share.
As at 30 June 2023, there were 850,000 prepaid share subscription units outstanding.
The movement in prepaid share placements during the year ended 30 June 2022 is as follows:
Balance at beginning of the year
Drawdown(1)
Commencement fee charge equivalent to
2,360,496 shares (1)
Conversion to shares – US$400,000(2)
Conversion to shares – USD$1,000,000
Conversion to shares – USD1,950,000
Finance charge – 5%(3)
5% VWAP discount provided(3)
Realised forex on conversion to shares
Unrealised loss on translation at year end rates
Balance at end of the year
Tranche 1
$
-
1,941,823
331,685
(543,478)
(1,392,176)
(538,085)
104,572
-
95,659
-
-
Consolidated
30 June 2022
Tranche 2
$
-
Total
$
-
5,878,437
7,820,260
-
-
-
331,685
(543,478)
(1,392,176)
(2,187,282)
(2,725,367)
245,779
275,060
31,334
267,261
350,351
275,060
126,993
267,261
4,510,589
4,510,589
35
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 11. FINANCIAL LIABILITY - continued
1.
As announced on 25 June 2021, the Company entered into a Share Placement Agreement with Battery Metals
Capital Group LLC (BMCG) for a placement of ordinary shares via an institutional placement of up to US$10
million. The placements will be made available in three tranches, with the third tranche of US$4 million at the
option of the Company.
•
•
•
The first tranche raised US$1.7 million on 7 July 2021 equivalent to 1,785,000 share subscriptions
prepayment units. The Company also issued 2,360,496 shares as a Commencement Fee with a nominal
value of US$300,000. The Company elected to allocate the full Commencement Fee amount to the first
tranche based on the relative fair value of the shares to be issued which is US$2,085,000. Accordingly,
the cash received of US$1.7 million was allocated to financial liability Prepayment of Tranche 1 –
US$1,455,396 ($1,941,823) and equity (share issue) – US$244,604 ($543,478). The Commencement
fee recognised in the profit and loss for the year ended 30 June 2022 amounted to $331,685.
The second tranche raised a further $US4.3 million on 31 August 2021, and is equivalent to 4,515,000
share subscriptions prepayment units.
The third tranche may raise US$4 million no later than 10 months following the second tranche, subject
to the Company exercising its option to receive the third tranche and shareholder approval (if required).
The Company elected to not take up the third tranche.
2.
3.
4.
5.
On 10 November 2021, the Company received notice from BMCG to reduce the share subscription payments
outstanding by US$400,000. On 11 November 2021, the Company converted 400,000 share subscription
prepayment units into 3,105,590 ordinary shares at an issue price of $0.175 per share amounting to $543,478.
The fair value of shares issued as at 11 November 2021 is $651,863 at $0.2099 per share. The difference between
the settlement amount and the fair value was recognised as finance charge paid by the Company.
On 7 January 2022, the Group issued 8,189,270 ordinary fully paid shares at an issue price of $0.17 per share.
A total of 1,000,000 units of shares subscription prepayment was converted through the Subscription Shares
Settlement mechanism as initiated by Battery Metals Capital Group LLC.
On 19 January 2022, the Group issued 15,573,525 ordinary fully paid shares at an issue price of $0.175 per
share. A total of 1,950,000 units of shares subscription prepayment was converted through the Subscription
Shares Settlement mechanism as initiated by Battery Metals Capital Group LLC. As at 30 June 2022, there were
2,950,000 prepaid share subscription units outstanding.
The share subscription prepayment is subject to a nominal finance charge of 5% based on the fair value of the
finance amount and 5%-8% VWAP discount on the outstanding balance of the total value of shares to be issued
in US$. Interest expense recognised during the year ended 30 June 2023 amounted to $1,120,044 (2022:
$2,311,452).
Bridging Loans
On 1 March 2023, the Company announced it had entered into bridging loan agreements with a number of shareholders and
directors for the provision of an aggregate loan of $1,600,000 on an arm’s length basis. The purpose of the loans is to meet Lindi
Jumbo’s development costs while final project funding is being completed. The bridging loans require repayment on the earlier
of 12 months or on securing final project funding. The bridging loans are unsecured, subject to interest rate of 17% to be settled
by issue of shares subject to shareholder approval, grant of free attaching unlisted options (subject to shareholder approval) at 2
options for every $1 loaned, expiring 18 months from the date of issue and with an exercise price of $0.25 and no penalty on
early repayment by Walkabout.
As at 30 June 2023, the Company received $1,400,000 from shareholders and directors as part of the bridging loan arrangement.
Details of these loans to related parties are disclosed in Note 18 of these accounts.
36
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 11. FINANCIAL LIABILITY - continued
Changes in liabilities arising from financing activities:
Balance at 1 July 2021
Net cash from financing activities
Conversion to shares
Other changes
Balance at 30 June 2022
Net cash from financing activities
Conversion to shares
Other changes
Balance at 30 June 2023
NOTE 12: SHARE CAPITAL
a) Ordinary Shares
(i)
Issued and paid-up capital 658,381,575
(2022: 452,275,112) fully paid ordinary shares
(ii) Movements in share capital
Opening balance
Issued for cash – placement1
Issued to settle financing facility1
Issued - professional fee2
Issued in lieu of Director’s fee3
Issued for cash – cleansing prospectus
Issued – TNR Security5
Issued - commitment fee4
Issued on conversion of prepaid share
subscriptions6
Issued – commencement shares7
Issued – initial placement shares8
Less costs of issues
Closing balance
Bridging
Loans
$
-
-
-
-
-
3,400,000
(2,000,000)
-
1,400,000
Consolidated
Financial
Liability
$
-
7,820,260
(4,329,336)
1,019,665
4,510,589
-
(3,129,770)
278,782
1,659,601
Consolidated
Total
$
-
7,820,260
(4,329,336)
1,019,665
4,510,589
3,400,000
(5,129,770)
278,782
3,059,601
2023
$
2022
$
118,096,640
97,936,740
2023
2022
No. of Shares
$
No. of Shares
$
452,275,112
132,727,272
18,181,818
534,759
106,635
3,000
9,200,000
10,180,472
97,936,740
14,600,004
2,000,000
58,822
22,500
380
-
872,101
381,133,645
38,112,587
82,330,019
7,622,546
-
-
-
-
-
-
-
-
35,172,507
3,772,018
26,868,385
6,992,819
-
-
-
-
-
(1,107,101)
2,360,495
3,800,000
-
326,356
665,000
-
658,381,575 118,155,464
452,275,112
97,936,740
1. On 16 November 2022, the Company issued 150,909,090 ordinary fully paid shares at an issue price of $0.11 per
share raising $16,600,000 before costs through its non-renounceable entitlement issue pursuant to the Prospectus
dated 25 August 2022 and Supplementary prospectus dated 8 September 2022. The entitlement issue closed on 28
September 2022.
Included in the 150,909,090 shares above are 18,181,818 ordinary fully paid shares issued to shareholders as
settlement of shareholder loans amounting to $2,000,000.
37
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 12: SHARE CAPITAL - continued
On 12 July 2021, the Company issued 20,089,679 fully paid ordinary shares amounting to $4.0 million under its 1 for
10 Entitlement Issue out of the 38,113,364 shares offered under the Entitlement issue.
The shortfall shares in the Entitlement Issue of 18,022,908 was issued on 23 July 2021 for total proceeds of $3.6
million.
2. On 13 January 2023, the Company issued 534,759 ordinary fully paid shares as settlement for professional fees
incurred on capital raising.
3. On 13 January 2023, the Company issued 106,635 ordinary fully paid shares to a director as settlement of director’s
fees.
4. On 16 March 2023, the Company issued 10,180,472 ordinary fully paid shares to BMCG consisting of 6,708,472
shares as a commitment fee for providing the facility and 3,472,000 shares as initial placement shares to be applied
towards future shares to be issued by Walkabout in relation to the drawdowns by the Company on the commitment,
if any.
5. On 17 March 20223, the Company issued 9,200,000 ordinary fully paid shares to Walkabout Security Holdings to be
held in escrow in relation to the deferment of payments to TNR Limited, the Lindi Jumbo earthmoving and civils
contractor.
6. During the year ended 30 June 2023, at the request of BMCG, prepaid subscription units were converted to shares:
• On 10 January 2023, the Company converted 500,000 share subscription prepayment units into 7,891,674
ordinary shares at an issue price of $0.095 per share;
• On 14 April 2023, the Company converted 300,000 share subscription prepayment units into 4,748,000
ordinary shares at an issue price of $0.095 per share;
• On 1 May 2023, the Company converted 300,000 share subscription prepayment units into 5,057,402
ordinary shares at an issue price of $.090 per share;
• On 11 May 2023, the Company converted 500,000 share subscription prepayment units into 8,366,801
ordinary shares at an issue price of $0.090 per share; and
• On 2 June 2023, the Company converted 500,000 share subscription prepayment units into 9,108,630
ordinary shares at an issue price of $0.085 per share.
During the year ended 30 June 2022, at the request of BMCG, prepaid subscription units were converted to shares:
• On 11 November 2021, the Company converted 400,000 share subscription prepayment units into
3,105,590 ordinary shares at an issue price of $0.175 per share;
• On 7 January 2022, the Company converted 1,000,000 share subscription prepayment units into 8,189,270
ordinary shares at an issue price of $0.170 per share; and
• On 18 January 2022, the Company converted 1,950,000 share subscription prepayment units into
15,573,525 ordinary shares at an issue price of $0.175 per share.
7. On 1 July 2021, the Company issued 2,360,495 fully paid ordinary shares to BMCG as a Commencement Fee under
the Share Placement agreement.
a) On 1 July 2021, the Company also issued 3,800,000 fully paid ordinary shares to BMCG at an issue price
of $0.00 per share as Initial Placement shares in accordance with the Share Placement agreement. BMCG
has a choice to offset these shares as settlement of the Company’s obligation to issue Placement shares
(arising under Tranche’s 1 to 3) or alternatively to pay for these shares applying the VWAP pricing
mechanism outlined in the Share Placement agreement.
8. On 17 January 2022, BMCG elected to settle the issuance of the shares by cash, equivalent to 95% of the average
of five daily VWAPs per share selected by BMCG during the period commencing on the date that is 20 actual trading
days prior to the date of such payment, rounded down to the next rounding number, being half a cent. On 17 January
2022, the Company received $665,000 as final consideration for the issue of the 3,800,000 shares at a price of $0.175
per share based on 95% of VWAPs per share.
(iii)
Holders of ordinary shares have the right to receive dividends as declared and in the event of winding up the Company,
to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares held and the
amount paid up.
At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each holder in
person or by proxy has one vote on a show of hands.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
38
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 12: SHARE CAPITAL - continued
b) Options
Movements in Options
Opening balance
Issue
Expired
Closing balance
Consolidated
2023
2022
No. of Options
No. of Options
-
6,666,667
(6,666,667)
-
7,000,000
-
(7,000,000)
-
Upon exercise, the options have the same rights as fully paid ordinary shares.
On 31 July 2022, the Company granted 6,666,667 unlisted options exercisable at $0.25 each and expiring on 30 April 2023.
These options were attached to the non-recourse debt finance of $1,000,000 obtained from shareholders to fund short-term
working capital of the Group. The fair value of the options at grant date is $207,388 calculated using the Black Scholes
valuation method with the following assumptions:
• Grant date
• Grant date share price
• Exercise price
• Risk-free rate
• Volatility
• Value per option
31 July 2022
$0.215
$0.25
2.49%
57%
$0.031
There are no vesting conditions attached to the options. These options lapsed without being exercised on 30 April 2023.
There were no other options issued during the year ended 30 June 2023 (2022: Nil).
During the year ended 30 June 2022, 7,000,000 options, comprised of director options exercisable at $0.20 expired on 11
December 2021.
c) Capital Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged from 2022.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent,
comprising issued capital, reserves and accumulated losses.
None of the Group’s entities are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax,
dividends and general administrative outgoings.
Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the risks
associated with each class of capital.
39
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 13: RESERVES
Options Reserve
The options reserve represents the fair value of options issued, to third parties.
Balance at beginning of the year
Option issued
Expiry of options
Balance at end of the year
Foreign Currency Translation Reserve
Consolidated
2023
$
2022
$
-
207,388
(207,388)
-
1,488,420
-
(1,488,420)
-
The foreign currency translation reserve records exchange differences arising on translation of foreign subsidiary accounts.
Balance at beginning of the year
Translation of foreign operations
Balance at end of the year
1,950,236
(460,336)
1,489,900
(238,443)
2,188,679
1,950,236
Share-based Payment Reserve
The share-based payments reserve represents the fair value of shares to be issued to directors. This reserve has been
transferred to issued capital on 13 January 2023 when the shares were issued to the directors.
Balance at beginning of the year
Fair value of shares to be issued
Issue of shares to directors
Balance at end of the year
NOTE 14: SEGMENT REPORTING
Identification of reportable segments
21,059
-
(21,059)
-
-
21,059
-
21,059
The Company has identified its operating segments based on the internal reports that are reviewed and used by the board of
directors in assessing performance and determining the allocation of resources.
The Company is managed primarily on the basis of its graphite project in Tanzania, gold and base metal projects in Northern
Ireland and Scotland, other developing prospects in Tanzania and Namibia and its corporate activities. Operating segments
are therefore determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have
similar economic characteristics.
Types of reportable segments
Graphite
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Tanzania are
reported in this segment.
Gold
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Tanzania,
Scotland and Northern Ireland are reported in this segment
Base Metals
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Northern
Ireland and Scotland are reported in this segment.
40
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 14: SEGMENT REPORTING - continued
Corporate
Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity. Segment assets,
including cash and cash equivalents, and investments in financial assets are reported in this segment.
Basis of accounting for purposes of reporting by operating segments
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors as the chief operating decision maker with respect to
operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual
financial statements of the Company.
Segment assets
Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic
value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and
physical location.
Unless indicated otherwise in the segment assets note, deferred tax assets and intangible assets have not been allocated to
operating segments.
Segment liabilities
Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of
the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not allocated.
Segment liabilities include trade and other payables.
Unallocated items
The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not
considered part of the core operations of any segment:
•
•
•
•
•
net gains on disposal of equity investments;
income tax expense;
deferred tax assets and liabilities;
intangible assets; and
discontinuing operations.
41
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
Note 14: SEGMENT REPORTING – continued
Segment performance
30 June 2023
Segment revenue
Segment result
included with segment results:
•
•
Depreciation
Interest revenue
Segment assets
Segment liabilities
Corporate
Graphite
$
6,679
$
-
Gold/Base
Metals
$
Total
$
-
6,679
3,721,659
651,377
97,011
4,470,047
1,907
6,679
33,517
-
-
-
35,424
6,679
962,100
52,503,896
2,611,986
56,077,982
(3,489,933)
(2,103,687)
(31,712)
(5,625,332)
Non-current asset additions
-
6,417,328
358,187
6,775,515
30 June 2022
Segment revenue
Segment result
included with segment results:
•
•
Depreciation
Interest revenue
Segment assets
Segment liabilities
1,358
-
-
1,358
(4,236,188)
(882,965)
(87,606)
(5,206,759)
(6,232)
(27,550)
1,358
-
-
-
(33,782)
1,358
1,390,991
46,046,737
2,281,426
49,719,154
(4,844,358)
(10,362,024)
(33,571)
(15,239,953)
Non-current asset additions
-
28,593,502
504,666
29,098,168
Geographical Information
Revenue
Non-Current Assets
Australia
Tanzania
United Kingdom
Others
2023
$
2022
$
2023
$
2022
$
6,679
1,358
17,947
1,907
-
-
-
-
-
-
50,797,834
44,423,622
2,402,982
2,048,554
-
-
6,679
1,358
53,218,763
46,474,083
42
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 15: CASH FLOW INFORMATION
Reconciliation of net cash flow from operating activities with loss
after income tax
Loss after income tax
Non-cash flows in loss
- Foreign exchange gain/(loss)
- Exploration written off
- Depreciation
- Share Based Payments
Increase in trade and other receivables
Increase in trade payables and accruals
Decrease in provisions
Consolidated
2023
$
2022
$
(4,470,047)
(5,206,760)
211,162
851,334
-
35,424
266,111
506,571
33,782
-
185,715
(1,944,317)
(210,391)
2,768,759
9,519
(141,971)
Net cash used in operating activities
(3,972,507)
(3,132,602)
NOTE 16: EVENTS AFTER THE BALANCE DATE
On 4 July 2023, the Company announced that the Lindi Jumbo Senior Debt facility had been executed with UK based Gemcorp
for up to US$25 million (US$20 million Tranche A and optional US$5 million for Tranche B). The debt is subject to an interest
rate margin of 14% for Tranche A and 16% for the optional Tranche B incremental facility above the benchmark Secured
Overnight Financing Rate (SOFR). The facility will be available for drawdown until March 2024. During the period of
availability, the undrawn balance of Tranche A will attract a commitment fee until drawn. The Group is also required to maintain
a Debt Service Reserve for two current quarter’s debt payments. The lender is also entitled to cash sweeps of 25-50% of any
cash surplus over US$5 million to be applied against the outstanding loan principal.
On 12 July 2023, the Company issued 4,145,198 ordinary fully paid shares at an issue price of $0.10 per share and 2,000,000
options exercisable at $0.25 on or before 12 January 2025 in relation to conversion of bridging loans to equity and interest
pertaining to the loans as approved in the Shareholders’ General meeting held on 12 June 2023.
On 13 July 2023, the Company announced that it had completed the first drawdown of US$5.1 million from the Lindi Jumbo
Senior Debt facility above. The drawn funds were primarily used to repay interim funding arrangements, transaction costs,
corporate costs and provide funding for the next month of project expenditures.
On 28 July 2023, the Company announced that it had entered into a termination deed with BMCG pursuant to which the
Company paid the amount of US$977,000 to BMCG to retire the Balance of the original Funding Facility, with no further amount
outstanding under, or shares to be issued in relation to, the Investment. The Company has not drawn any funds to date under
the standby BMCG funding facility announced to the market on 27 February 2023 and 14 March 2023. The standby facility
remains available as a source of funding should the Company require it.
On 28 August 2023, the Company announced that it has concluded the interim funding measures implemented during the first
half of 2023. This consisted of the following actions:
•
•
•
The Company agreed with its EPC contractor, Jinpeng, that all contractual milestones achieved to date and through
to practical completion will be paid in cash, and up to US$500,000 of post-practical completion contractual milestone
payments are to be paid by way of the issue of shares at $0.11. This agreement replaces the agreement released to
the market on 6 March 2023 and approved by shareholders at the general meeting held on 12 June 2023.
The Company had also previously issued 9.2 million shares as security for the interim vendor funding provided by
TNR. As TNR interim funding has been repaid from drawdown of the senior debt, the Company intends to cancel
those shares. This will require approval of shareholders at the upcoming Annual General Meeting.
Finally, the Company issued 4,227,273 shares at $0.11 each as part of the conclusion of the remaining shareholder
bridging loans.
There were no other matters or circumstances that have arisen since the end of the year which significantly affected or could
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future
financial years.
43
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 17: PARENT ENTITY DISCLOSURES
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Financial performance
Total comprehensive loss for the period
The parent entity has no contingent liabilities or commitments at balance date.
NOTE 18: RELATED PARTY TRANSACTIONS
Amounts owing to related parties at year end:
Other Related Parties
Peter Finnimore - Share Based Payments (shares to be issued)
Peter Finnimore – Bridging Loan
Michael Elliott – Bridging Loan
2023
$
2022
$
848,781
52,575,726
53,424,507
3,470,636
3,470,636
1,217,576
38,086,686
39,304,262
4,825,061
4,825,061
49,953,871
34,479,201
119,167,465
4,085
(69,217,679)
49,953,871
97,936,740
25,144
(63,482,683)
34,479,201
(5,734,996)
(1,535,869)
Consolidated
2023
$
-
400,000
200,000
2022
$
21,059
-
-
Transactions between related parties are on normal commercial terms which are no more favourable than those available to
other parties unless otherwise stated. The bridging loans were paid in full subsequent to year end. The fees payable to
Directors and options issued to Directors are disclosed in the Remuneration Report included in this Financial Report. Key
management personnel remuneration is disclosed in Note 23.
Parent Entity:
Walkabout Resources Ltd
Subsidiaries of Walkabout Resources Ltd:
Reveal Resources Pty Ltd
Walkabout Resources Australia Pty Ltd
Walkabout Security Holdings Pty Ltd1
Walkabout Resources (Pty) Ltd
Wizard Investments (Pty) Ltd4
Triprop Energy (Pty) Ltd2, 4
Walkabout Resources Pty Ltd
Walkabout Resources Pty Ltd
Lindi Jumbo Ltd3
Aardvark Minerals (Pty) Ltd
Shackleton Resources Ltd
JDH Exploration Ltd
* Percentage of voting power is in proportion to ownership.
44
Australia
Australia
Australia
Australia
Botswana
Botswana
Botswana
Malawi
Tanzania
Tanzania
Namibia
Northern
Ireland
UK
2023
2022
100%
100%
100%
100%
70%
40%2
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
70%
40%2
100%
100%
100%
100%
100%
100%
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 18: RELATED PARTY TRANSACTIONS - continued
1 The Group established Walkabout Resources Security Holdings Pty Ltd during the year ended 30 June 2023.
2 The Group has consolidated Triprop Energy (Pty) Ltd as the Directors’ consider the Group controls this company through
the terms of the farm-in agreement.
3 At 30 June 2023, Walkabout, through their 100% owned subsidiary Lindi Jumbo Ltd, was in the process of negotiating the
Framework Agreement with the Tanzanian Government which will see a new joint venture incorporated in which Lindi Jumbo
will hold an 84% interest and the Tanzanian Government the remaining 16%. The 16% interest in the new entity will be
issued without any consideration to fulfill the terms of the Framework Agreement and the Tanzanian legislation. The
Tanzanian Government’s 16% interest is an un-dilutable, free carried interest and the Tanzanian Government will not be
obliged to make any capital contributions for the development or operations of the Lindi Jumbo mine. As at 30 June 2023,
Lindi Jumbo Ltd had net liabilities of $2.6m. A non-controlling interest has not been accounted for at balance date, but is
expected to be recognised once the Framework Agreement has been signed.
4 The assets and liabilities of these companies are negligible so have not been disclosed.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been
eliminated on consolidation and are therefore not disclosed in this note.
NOTE 19: FINANCIAL INSTRUMENTS
a.
Financial Risk Management
The consolidated entity’s financial instruments consist of deposits with banks, accounts receivable and payable, loans
to a controlled entity and a cash advance to a third party.
i.
Treasury Risk Management
The Company’s funds are held with an Australian “four pillar” bank with the majority residing in a high interest
low transaction fee account.
The Company’s overall risk management strategy seeks to assist the consolidated group in meeting its
financial targets, whilst minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the Board on a regular basis. These include the
formulation of credit risk policies and future cash flow requirements.
ii.
Iii
Financial Risks
The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency
risk, liquidity risk and credit risk.
Foreign currency risk
The Group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in
currencies other than the group’s measurement currency.
b.
Foreign Currency Risk Sensitivity
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. Exchange rate exposures are managed within approved
policy parameters, the Group does not engage in forward exchange contracts.
The carrying amount of the Group’s foreign currency denominated financial assets and financial liabilities at the reporting date
were as follows:
Consolidated
US Dollars
Tanzania Schilling
Namibian Dollars
Great British Pounds
Botswanan Pula
Assets
Liabilities
2023
$
2022
$
2023
$
2022
$
767,192
437,499
1,659,601
-
1,846,906
1,350,015
2,096,380
10,361,863
99,801
41,886
14,133
111,708
65,262
14,044
-
29,549
9,470
-
31,296
2,276
2,769,918
1,978,528
3,795,000
10,395,435
45
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 19: FINANCIAL INSTRUMENTS - continued
Foreign currency risk
The following table illustrates the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the
relevant foreign currency on a net basis of the above assets and liabilities. The sensitivity includes only outstanding foreign
currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency
rates. A negative number indicates a decrease in profit and other equity where the Australian dollar strengthens against the
respective currency. For a weakening of the Australian dollar against the respective currency there would be an equal and
opposite impact on the profit and other equity and the balances below would be positive.
Profit or loss impact:
US Dollars
Tanzania Schilling
Namibian Dollars
Great British Pounds
Botswanan Pula
c.
Liquidity risk
Consolidated
2023
$
2022
$
(89,241)
43,750
(24,947)
(901,185)
9,980
1,234
466
11,171
3,397
1,177
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity
risk management framework for the management of the Group’s short, medium and long-term funding and liquidity
management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and
reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
The following table details the Group’s expected maturity for its non-derivative financial liabilities. These have been drawn
up based on undiscounted contractual maturities of the financial assets including interest that will be earned on those assets
except where the Group anticipates that the cash flow will occur in a different period.
Consolidated
2023
Interest bearing
Non-interest bearing
Bridging loans
Consolidated
2022
Interest bearing
Non-interest bearing
Less than 1
month
$
1 – 3
Months
$
3 months
– 1 year
$
1 – 5
years
$
5+ years
$
8%
-
17%
-
216,621
-
216,621
-
3659,004
-
3,659,004
1,659,601
-
1,400,000
3,059,601
-
-
-
-
-
-
-
-
Less than 1
month
$
1 – 3
Months
$
3 months –
1 year
$
1 – 5
years
$
5+ years
$
8%
-
-
122,337
122,337
-
165,893
165,893
4,510,589
10,405,926
14,916,515
-
-
-
-
-
-
46
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 19: FINANCIAL INSTRUMENTS - continued
d.
Credit risk
The main exposure to credit risk as at 30 June 2023 relates to advances made to the Company’s wholly owned
subsidiaries, Walkabout Resources (Pty) Ltd ($19,468,815), Reveal Resources Pty Ltd ($448,105), Lindi Jumbo Ltd
($47,208,782), Walkabout Security Holdings Pty Ltd ($1,012,000) and Shackleton Resources Ltd ($3,549,889). These
separate advances have been made for the purpose of funding the day to day operations of the subsidiaries and their
exploration activities. The loans are unsecured. The risk associated with these advances is exploration risk and for
Lindi Jumbo project development risk. These advances will not be repaid if the exploration does not provide an
economic deposit or the Linda Jumbo mine is not commercial . This risk is mitigated by providing the best opportunity
to make an economic discovery by utilising exploration professionals of the highest standard and by obtaining the
necessary funding and the use of well credentialed contractors in the construction and operation of Lindi Jumbo.
e.
Interest Rate Risk
The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate
as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial
assets and financial liabilities are detailed in the liquidity risk section of this note. At balance date, the Group is not
materially exposed to interest rate risk.
f.
Fair Value
The carrying amount of the Group’s financial assets and liabilities approximate their carrying amount at balance date.
NOTE 20: SHARE-BASED PAYMENT PLANS
On 13 January 2023, the Group issued 106,635 ordinary fully paid shares as settlement of directors’ fees. At 30 June 2023,
there were no share-based payments outstanding. In 2022, there remained outstanding the issue of shares to directors as
part of the election to receive part directors’ fees as shares in lieu of cash. The shares were issued in the 2023 financial year.
On 15 November 2018, shareholders granted the directors 7,000,000 options with no vesting conditions. These expired on
11 December 2021.
NOTE 21: CONTINGENT LIABILITES
The Directors are not aware of any contingent liabilities as at the date of this report.
There is a contingent liability under the BMCG Standby Facility agreement whereby by 27 February 2024, BMCG can oblige
the Company to draw US$700,000 if it elects to exercise its right to accelerate funding under the arrangement.
NOTE 22: CAPITAL AND LEASING COMMITMENTS
a.
b.
Property Lease Commitments
Payable — minimum lease payments
-
-
not later than 12 months
between 12 months and 5 years
not later than 12 months
between 12 months and 5 years
Capital Expenditure Commitments
Minimum expenditure commitments for mining tenements:
-
-
Lindi Jumbo Project expenditure commitments:
-
-
not later than 12 months
between 12 months and 5 years
47
Consolidated
2023
$
2022
$
35,588
-
35,588
562,653
969,904
5,439,373
-
6,971,930
34,992
-
34,992
1,411,774
633,519
-
-
2,045,293
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 23: KEY MANAGEMENT PERSONNEL
Details of Key Management Personnel
Directors
Andrew Cunningham
Michael Elliott
Phil Montgomery
Peter Finnimore
Executives
Tony Allen
Chief Executive Officer/Executive Director
Chairman, Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Financial Officer
Key management personnel remuneration has been included in the Remuneration Report section of the Directors’ Report.
The totals of remuneration paid to key management personnel of the Group during the year are as follows:
Short-term employment benefits
Post-employment benefits
Equity
Total KMP compensation
Consolidated
2023
$
938,310
47,890
-
986,200
2022
$
940,294
47,464
21,059
1,008,817
48
1.
In the opinion of the directors of Walkabout Resources Ltd (the ‘Company’):
DIRECTORS’ DECLARATION
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001
including:
i.
ii.
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2023 and
of their performance for the year then ended; and
complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements.
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.
c.
the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
2.
This declaration has been made after receiving the declarations required to be made to the directors in
accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2023.
This declaration is signed in accordance with a resolution of the Board of Directors.
Michael Elliott
Non-Executive Chairman
Dated this 29th day of September 2023
49
INDEPENDENT AUDITOR’S REPORT
To the Members of Walkabout Resources Ltd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Walkabout Resources Ltd (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
performance for the year then ended; and
(b) 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 (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our
report.
50
Key Audit Matter
How our audit addressed the key audit
matter
Carrying value of mine properties
Note 8 of the financial report
The carrying amount of mine properties - work in progress
at balance date was $50,419,834 and is being recognised
in accordance with AASB 116 Property, Plant and
Equipment.
Our audit focussed on the Group’s assessment of the
carrying amount of
the
significance of this asset to readers of the financial report.
the capitalised asset due
Carrying value of deferred exploration and evaluation
expenditure
Note 9 of the financial report
In accordance with AASB 6 Exploration for and Evaluation
of Mineral Resources, the Group capitalises all exploration
and evaluation expenditure, including acquisition costs. As
at 30 June 2023, exploration assets totalled $2,684,538.
Our audit focussed on the Group’s assessment of the
carrying amount of
the capitalised exploration and
evaluation asset, as this is one of the most significant
assets of the Group.
Financial Liability
Note 11 of the financial report
In the prior period, the Company entered into a Share
Placement Agreement with Battery Metals Capital Group
LLC for a placement of an aggregate amount of up to
US$10,000,000.
51
Our procedures included but were not
limited to the following:
• We obtained an understanding of
management’s
of
recognising costs in accordance with
AASB 116 Property, Plant and
Equipment;
assessment
• We
considered
the Directors’
assessment of impairment which was
required to be carried out due to the
existence of impairment indicators;
• We critically evaluated the Directors’
assessment of impairment, including
the
applied
and
used,
sensitivities to those inputs;
inputs
• We substantiated a sample of costs
incurred; and
• We examined the disclosures made in
the financial report.
Our procedures included but were not
limited to the following:
• We obtained an understanding of the
key
associated with
management’s review of the carrying
values of each area of interest;
processes
• We
considered
the Directors’
assessment of potential indicators of
impairment;
• We obtained evidence that the Group
has current rights to tenure of its areas
of interest;
• We examined the exploration budget
for the year ending 30 June 2024 and
discussed with management the nature
of planned ongoing activities; and
• We examined the disclosures made in
the financial report.
Our procedures included but were not
limited to the following:
• We examined
understand
conditions;
to
terms and
the agreement
the key
The accounting treatment and classification of this
financial instrument was complex and as such this matter
was determined to be a key audit matter.
• We considered the expert assessment
obtained by management relating to
the accounting for this transaction;
• We
the
confirmed
accounting
treatment upon the issue of shares is in
line with the agreement and accounting
advice
ensuring
obtained,
appropriateness;
• We assessed the adequacy of the
presentation and disclosures in the
financial report.
Information Other than the Financial Report and Auditor’s Report Thereon
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 2023, 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 conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
52
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 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 the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
−
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. 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.
− Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
−
− 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.
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 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.
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, actions taken to eliminate threats
or safeguards applied.
53
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 the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended 30 June
2023.
In our opinion, the Remuneration Report of Walkabout Resources Ltd for the year ended 30 June 2023
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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 September 2023
L Di Giallonardo
Partner
54
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
The following additional information is provided as at 27 September 2023.
Distribution of
Shareholders
Fully Paid Ordinary Shares
Category (size of holding)
Number of Holders
Number of Shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
443
519
400
1,230
663
129,112
1,627,248
3,160,459
48,754,774
613,083,453
The number of shareholdings held in less than marketable parcels is 892.
Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary shares
- Each ordinary share is entitled to one vote
Distribution of
Shareholders
Options
Category (size of holding)
Number of Holders
Number of Options
100,001 – and over
5
2,000,000
The names of the substantial shareholders are:
Shareholder
Asean Group Investments Ltd
Woolloput Investment Pty Ltd
Shannon Rutty
Catherine Elliott
Options
Number
%
500,000
500,000
25
25
400,000
20
400,000
20
55
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
The names of the twenty largest shareholders of ordinary fully paid shares are listed below :
56
1BNP PARIBAS NOMINEES PTY LTD 57,062,1302HONG KONG TIANDE BAORUN TRADE CO LIMITED23,043,6563MARCOLONGO NOMINEES PTY LTD 18,034,1564P & M ZUVIC PTY LIMITED 17,300,0005OODACHI PTY LTD 14,393,6366CITICORP NOMINEES PTY LIMITED10,206,2547WALKABOUT SECURITY HOLDINGS PTY LTD9,200,0008IAN DAVID PENNY9,114,7119MR NATHAN ALAN JOHN ELL9,000,00010CATHEDRAL FRONT PTY LTD 8,612,39611PANTAI INVESTMENTS PTY LTD 8,500,00012MR JOHN RICHARD TURNER + MRS CLARE FRANCES TURNER 7,097,38613GERROA SERVICES PTY LIMITED7,000,00014MR ROBERT LINCOLN WESTLAKE6,448,14215KAOS INVESTMENTS PTY LIMITED6,100,00016MR CAMERON TROY GRAY5,871,80417BNP PARIBAS NOMS PTY LTD 5,658,60218PANTAI INVESTMENTS PTY LTD 5,500,00019MRS CATHERINE MARIE ELLIOTT5,050,30120EAGLE FUELS PTY LTD5,000,000238,193,174428,561,8720.760.75Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)35.72Total Remaining Holders Balance64.281.050.970.910.880.850.821.381.371.351.291.271.068.563.462.702.592.161.53
CORPORATE GOVERNANCE STATEMENT
Walkabout Resources Ltd and the Board are committed to achieving and demonstrating high standards of corporate
governance. Walkabout Resources Ltd has modelled its corporate governance policies against the Corporate Governance
Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council.
The 2023 Corporate Governance statement was approved by the board and is current as at 29 September 2023. A
description of the Group’s current corporate governance practices is set out in the Group’s Corporate Governance
Statement which can be viewed at www.wkt.com.au/investor-information/report/corporate-governance/.
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
Schedule of mining tenements and beneficial interests
Project /
Location
Tenement
Type
Tenement
Number
Interest at
Start of
Period
Interest at
End of
Period
Namibia
Comment
Holding Company
Eureka
EPL
6309
100%
0%
Relinquished
Aardvark Minerals Pty Ltd
Lindi
Lindi
Lindi
Lindi
Kimoingan
Amani
Amani
Amani
Amani
Tanzania
ML
PL
PL
PL
PL
PL
PL
PL
PL
579/2018
9993/2014
0%
70%
11409/2020
100%
11377/2019
70%
11119/2017
100%
11469/2020
100%
16627/2020
11597/2021
16629/2020
0%
0%
0%
Northern Ireland
100%
70%
100%
70%
100%
100%
100%
Lindi Jumbo Ltd
Lindi Jumbo / Ali Mbarak
Lindi Jumbo Ltd
Lindi Jumbo Ltd / Ali Mbarak
Walkabout Resources Ltd (Tz)
Granted
Walkabout Resources Ltd (Tz)
being transferred
Duma Resources Pty Ltd (Tz)
Application
Recommended
Duma Resources Pty Ltd (Tz)
Duma Resources Pty Ltd (Tz)
Application
Duma Resources Pty Ltd (Tz))
Tyrone
MPL / MRO
KOZ01/16
50%
50%
Koza (UK) Ltd (CE & DfE)
Scotland
St John's Town of Dalry
Newton Stewart
Gatehouse of Fleet
MRO
MRO
MRO
GH
CN
75%
75%
0%
100%
100%
100%
Farm-In
Farm-In
JDH Resources Ltd
JDH Resources Ltd
Shackleton Resources Ltd
57
Lindi Jumbo Graphite Project 2012 JORC Mining Reserve – Annual Review as at 30 June 2023
2018 Resource Upgrade
A drilling and trenching program was conducted over the northern Inferred Mineral Resource area as well as a new
mineralised zone directly to the south of the Gilberts Arc Graphite Deposit. The upgrade and extension program included
17 drillholes for 1,354m and 7 trenches for 654m.
The global Mineral Resource increased by 41.3% to 41.8 million tonnes at 10.8% TGC containing 4.5 million tonnes of
graphite (Table 1). Fifty one percent (51%) of the mineral resource that will form part of the initial mining and economic
studies is now classified as Measured (6.5 Mt @ 12.1% TGC) and Indicated (8.4 Mt @ 10.5% TGC) containing 1.67 million
tonnes of graphite.
The global mineral resource now includes a new Inferred Resource area which lies directly to the south of the current planned
open-pit area and is made up of 6 distinct mineralised domains. This area will not form part of the upcoming mining studies,
amended DFS and Reserve upgrade as further work within the area will only be done post-production.
Table 1: Resource category breakdown of the Gilbert Arc.
Resource Category
Tonnes
(millions)
TGC %
Contained Graphite
(tonnes)
Measured
(Including High Grade)
Indicated
(Including High Grade)
Inferred
(Including High Grade)
Grand Total
High Grade Domains
6.5
1.7
8.4
1.5
26.9
1.8
41.8
5.0
12.1
23.4
10.5
21.2
10.5
22.7
10.8
22.5
Note: Appropriate rounding applied.
781,800
393,200
887,300
325,300
2,837,600
411,900
4,506,811
1,127,800
2020 Ore Reserve Update
The Resources considered for mining are based on the JORC 2012 Mineral Resource Estimate (see ASX announcement of
19 December 2018). The Ore Reserve is based only on the Measured and Indicated Mineral Resources in the current mining
schedule which is summarised in Table 2.
Thus, the Inferred Resource zone to the south of the mining pit is not currently included in the mine design reserves and
remains available for further consideration or potential expansion opportunities. The Ore Reserve estimate was prepared
and signed off by and independent consultancy, Bara International of Johannesburg, South Africa.
Table 2: Lindi Jumbo Project Ore Reserve.
Ore Reserves
Category
Tonnes (million)
TGC %
Contained Graphite (tonnes)
Proven Ore Reserves
Probable Ore Reserves
Total Ore Reserves
2.54
2.97
5.51
19.3
16.7
17.9
489,000
498,000
987,000
2020 Updated Definitive Feasibility Study
The main areas of adjustment for the 2019 study update was the application of the updated Mineral Resource (ASX
Announcement 19 December 2018) to the mining plan and a revision of Capital expenditure following detailed scope of work
contract agreements with contract partners.
The mining depletion was completely remodelled following the upgrade of the previous Inferred Resource to the north of the
pit into an Indicated Resource category. As a result of the increased LoM grade to 17,9% Total Graphitic Carbon, the average
annual mill feed requirement has reduced from an average of 280,000 tonnes per year to an average of 230,000 tonnes per
year.
58
Pre-Production direct capital costs were further reduced by 6.4% to US$27.8M from US$29.7M in 2017. An upfront saving
of some US$2.5m was achieved through vendor funding of a large portion of the camp infrastructure costs.
Capital costs have been determined through a combination of fixed tender pricing, firm quotations and data-base references
based on similar operations. The costs presented have a base date of December 2018 and are presented in United States
Dollars (US$). The costs presented are definitive costs and include the US$2.1m provision for the Relocation Assistance
Programme (RAP), (ASX Announcement 31 January 2019).
Furthermore, updated estimates for product pricing was applied to the financial modelling.
Walkabout conducts an annual review of its Mineral Resources and Ore Reserves. This process is managed by the Directors
and competent person. As of 30 June 2021, the Mineral Resources and Ore Reserves statement remains the same as that
stated above. The governance arrangements and internal controls in place with respect to its estimates of mineral resources
and ore reserves and the estimation process include oversight of the competent person by the Managing Director and review
by the Board. No mining has commenced and no additional mining studies have been completed.
The Company confirms as at 30 June 2023 that there is no new information or data that materially affects the mineral
resource estimate announced and that all assumptions underpinning the estimate continue to apply and have not
materially changed.
Competent Person’s Statement
Such forward looking statements involve known and unknown risks, uncertainties and other factors which because of their nature may cause
the actual results or performance of Walkabout to be materially different from the results or performance expressed or implied by such
forward looking statements.
Such forward looking statements are based on numerous assumptions regarding Walkabout’s present and future business strategies and
the political, regulatory and economic environment in which Walkabout will operate in the future, which may not be reasonable, and are not
guarantees or predictions of future performance. No representation or warranty is made that any of these statements or forecasts (express
or implied) will come to pass or that any forecast result will be achieved. Forward looking statements speak only as at the date of this
Presentation and to the maximum extent permitted by law, Walkabout and its Related Parties disclaim any obligation or undertaking to
release any updates or revisions to information to reflect any change in any of the information contained in this Presentation (including, any
assumptions or expectations set out in this Presentation).
All figures in this Presentation are A$ unless stated otherwise and all market shares are estimates only. A number of figures, amounts,
percentages, estimates, calculations of value and fractions are subject to the effect of rounding. Accordingly, the actual calculations of these
figures may differ from figures set out in this Presentation.
The information in this report that relates to Mineral Resources is based on and fairly represents information compiled by Mr Lauritz Barnes,
(Consultant with Trepanier Pty Ltd), Mr Aidan Platel (Consultant with Platel Consulting Pty Ltd), Mr Andrew Cunningham (Director of
Walkabout Resources Limited) and Ms Bianca Manzi (Bianca Manzi Consulting). Mr Barnes, Mr Platel, Mr Cunningham and Ms Manzi are
members of the Australian Institute of Mining and Metallurgy and/or the Australian Institute of Geoscientists and have sufficient experience
of relevance to the styles of mineralisation and types of deposits under consideration, and to the activities undertaken to qualify as
Competent Persons 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. Specifically, Ms Manzi is the Competent Person for the geological database. Mr
Barnes is the Competent Person for the resource estimation. Both Mr Platel and Mr Cunningham completed the site inspections. Mr Barnes,
Mr Platel, Mr Cunningham and Ms. Manzi consent to the inclusion in this report of the matters based on their information in the form and
context in which they appear.
The information in this report that relates to Exploration Results and Exploration Targets is based on and fairly represents information and
supporting documentation prepared by Mr Andrew Cunningham (Director of Walkabout Resources Limited). Mr Cunningham is a member
of the Australian Institute of Geoscientists and has sufficient experience of relevance to the styles of mineralisation and types of deposits
under consideration, and to the activities undertaken to qualify as Competent Persons 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. Mr
Cunningham consents to the inclusion in this report of the matters based on his information in the form and context in which they appear.
59