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GREENWING RESOURCES LTD Interim / Quarterly Report 2022

Mar 13, 2022

65029_rns_2022-03-13_5dab045b-5a87-441a-b3ee-87b661fb9023.pdf

Interim / Quarterly Report

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GREENWING RESOURCES LTD

ABN 31 109 933 995

Half-Year Report

For the period ended 31 December 2021

HALF-YEAR REPORT For the period ended 31 December 2021

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TABLE OF CONTENTS

FINANCIAL STATEMENTS
DIRECTORS’ REPORT 2
AUDITOR’S INDEPENDENCE DECLARATION 5
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
6
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 8
CONSOLIDATED STATEMENT OF CASH FLOWS 9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10
DIRECTORS’ DECLARATION 20
INDEPENDENT AUDITOR’S REVIEW 21
CORPORATE DIRECTORY 23

1

HALF-YEAR REPORT For the period ended 31 December 2021

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DIRECTORS’ REPORT

The Directors of Greenwing Resources Ltd (the Company or Greenwing )(formerly Bass Metals Ltd) present their report together with the financial statements of the consolidated entity, being the Company and its Controlled Entities (the Group ) for the half-year ended 31 December 2021.

Directors

The following persons were Directors of the Company during or since the end of the financial halfyear. Directors were in place for the whole period unless otherwise stated.

Richard Anthon – Non-Executive Chairman Jeffrey Marvin – Non-Executive Director Peter Wright - Executive Director James Brown - Non-Executive Director

Company overview

The Company is seeking to become a diversified producer and developer of critical mineral concentrates to capitalise on the compelling market fundamentals for graphite, lithium and advanced materials.

The Group is targeting production of industrial mineral concentrates from its 100% owned Graphmada Large Flake Graphite Mine. The Graphmada Mine Complex, which is located in Madagascar, has 40year mining permits and 20-year landholder agreements in place. The mine has previously produced and sold a range of graphite concentrates into multiple market segments during the 2020 financial year. Major markets for the Company included Europe under an offtake agreement, India, China and the United States.

The Group also has interests in lithium projects in Madagascar and Argentina. Millie’s Reward is a spodumene project in Madagascar and the recently acquired Andes Litio SA, which has the right to earn up to 100% of the San Jorge Lithium Brine project in Argentina, a greenfield project located in the prolific Lithium Triangle which accounts for over half of the world’s annual lithium production.

The Group is also developing an advanced materials business having entered into an agreement to develop specialty carbon composite technologies for the advanced materials sector in conjunction with Swinburne University of Technology.

Principal activities

The Company is a critical minerals and advanced materials business developing its primary asset; the Graphmada Mining Complex in Eastern Madagascar. In addition, it is exploring for lithium mineralization at Millie’s Reward, also in Madagascar, and is commencing exploration at the San Jorge Lithium Brine Project in Argentina. In parallel, the Company seeks to develop Expandable Graphite and Graphene specialty carbon products and other advanced materials.

The principal activities of the Group during the year focused on the continued exploration and development of its graphite project together with exploration and evaluation of its lithium projects.

Significant change in state of affairs

Changes to the Company’s state of affairs are described in the Review of Operations which follows.

2

HALF-YEAR REPORT For the period ended 31 December 2021

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REVIEW OF OPERATIONS

Exploration and development

Greenwing continued its exploration and development activities during the period, delivering a material upgrade in JORC Code (2012) Mineral Resource for the Graphmada Mining Complex of 9% to 22.0 million tonnes (Mt) of large flake graphite at 4.0% Total Graphitic Carbon.

The increase in Mineral Resource was achieved through a shallow auger program of 180 holes (2,042 metres) at the Ambatofafana zone. A 3,000-metre diamond drilling program has commenced in November, with the aim to increase the size and confidence of the Mineral Resource.

The Company continues to explore and develop Graphmada for large-scale mining and processing operations along with progressing feasibility studies for the expansion of operations, with a key focus on reducing operating costs and growing production to meet market demand at the lowest possible capital intensity. The exploration program is ongoing, with a diamond drilling program underway as at the date of this report.

During the period, the Company acquired Andes Litio SA, an entity which has the right to acquire the San Jorge Lithium Brine Project located in Catamarca, Argentina. The San Jorge Project consists of 15 granted Exploration Licenses (EL’s) covering some 36,000 hectares inclusive of the San Francisco Salar. An initial exploration program was completed during the period with further exploration planned for the coming period.

In addition, the Company continued with care and maintenance activities relating to its Tasmanian assets.

Advanced materials

The Company has a research agreement with Swinburne University of Technology for advance carbon materials research and product development. This research and development work is ongoing.

Corporate

During the period, the Company completed the placement to institutional, professional, and sophisticated investors raising $6.15m by issuing 25.6 million shares at $0.24 each.

During the period 26,935,139 convertible notes were converted into 861,924 shares in accordance with their terms as amended.

At an extraordinary general meeting of shareholders held on 15 July 2021, shareholders approved a number of transactions including:

  • A consolidation of share capital on a 50 to 1 basis – effected in July 2021;

  • A change of company name for Bass Metals Ltd to Greenwing Resources Ltd – effected in July 2021;

  • An issue of a total of 4,400,000 options to directors and employees – allotted during the period resulting in a non-cash expense recognised during the period of $620,500; and

  • An issue of shares for the acquisition of Andes Litio SA – allotted during the period.

During the period, the Company appointed Mr Craig Lennon as Chief Executive Officer of the Company. Mr Lennon is a highly experienced Brisbane based mining executive having worked with operating production assets in developing countries, and with experience in exploration, development, corporate finance, joint ventures and mergers and acquisitions.

3

HALF-YEAR REPORT For the period ended 31 December 2021

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Result for the period

Consolidated net loss after tax for the Group for the six months to 31 December 2021 was $2,606,165 (2020: $732,432 loss).

Dividends

No dividends have been paid during the period and no dividends have been recommended by the Directors (2020: nil).

Events arising since the end of the reporting period

There are no events arising since the end of the reporting period.

Auditor’s independence declaration

Section 307C of the Corporations Act 2001 requires the Company’s auditors, Grant Thornton Audit Pty Ltd, to provide the directors with a written Independence Declaration in relation to the review of the half year report for the period ended 31 December 2021. This written Auditor’s Independence Declaration and is located on the following page and forms part of this Directors’ report.

Signed in accordance with a resolution of directors.

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Rick Anthon Chairman Brisbane, Queensland 14 March 2022

4

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Level 18

King George Central 145 Ann Street Brisbane QLD 4000

Correspondence to: GPO Box 1008 Brisbane QLD 4001 T +61 7 3222 0200 F +61 7 3222 0444 E [email protected] W www.grantthornton.com.au

Auditor’s Independence Declaration

To the Directors of Greenwing Resources Ltd

In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the review of Greenwing Resources Ltd for the half-year ended 31 December 2021, I declare that, to the best of my knowledge and belief, there have been:

  • a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • b no contraventions of any applicable code of professional conduct in relation to the review.

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Grant Thornton Audit Pty Ltd Chartered Accountants

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CDJ Smith Partner – Audit & Assurance

Brisbane, 14 March 2022

www.grantthornton.com.au

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Liability limited by a scheme approved under Professional Standards Legislation.

HALF-YEAR REPORT For the period ended 31 December 2021

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

Note
Revenue from contracts with customers
5
Cost of sales
7(a)
Gross loss
Other income
6
Administration expenses
7(b)
Finance costs
7(c)
Foreign currency (loss) / gain
7(d)
Research and development expenditure
Loss before income tax from continuing operations
Income tax expense
Loss for the period from continuing operations
Loss after tax from discontinued operations
8
Loss for the period
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
Total comprehensive loss for the period, net of tax
Loss attributed to:
Continuing operations
Discontinued operations
Total comprehensive loss attributed to:
Equity holders of the parent entity
Earnings per share
Basic and diluted loss per share from operations (cents)1
9
6 months to
31 Dec 2021
$
6 months to
31 Dec 2020
$
-
19,143
-
(27,581)
-
(8,438)
125,215
547,524
(1,391,913)
(539,006)
(1,127,481)
(708,619)
(17,293)
(7,165)
(115,000)
-
(2,526,472)
(715,704)
-
-
(2,526,472)
(715,704)
(79,693)
(16,728)
(2,606,165)
(732,432)
50,703
(185,303)
(2,555,462)
(917,735)
(2,475,769)
(901,007)
(79,693)
(16,728)
(2,555,462)
(917,735)
(2.70)
(0.91)

Note 1: Earnings per share has been calculated on shares post-consolidation.

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

6

HALF-YEAR REPORT For the period ended 31 December 2021

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021

Note
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
10
Inventories
12
Other assets
Total Current Assets
NON-CURRENT ASSETS
Restricted cash
Trade and other receivables
10
Plant and equipment
13
Right of use assets
14
Exploration and evaluation assets
15
Mine properties
16
Total Non-Current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
17
Borrowings
18
Lease liabilities
19
Liabilities directly associated with assets classified as held for sale
21
Total Current Liabilities
NON-CURRENT LIABILITIES
Borrowings
18
Provisions
20
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
22
Reserves
23
Accumulated losses
TOTAL EQUITY
31 Dec 2021
$
30 Jun 2021
$
3,849,653
598,505
502,181
250,529
814,895
805,238
72,507
120,129
5,239,236
1,774,401
10,801
10,801
500,000
500,000
3,732,109
3,906,997
-
3,962
4,514,120
1,465,873
2,234,157
2,234,157
10,991,187
8,121,790
16,230,423
9,896,191
766,286
816,268
212,327
-
-
4,367
379,134
379,134
1,357,747
1,199,769
4,762,993
4,328,796
224,058
224,058
4,987,051
4,552,854
6,344,798
5,752,623
9,885,625
4,143,568
103,785,221
96,783,430
6,366,556
5,020,125
(100,266,152)
(97,659,987)
9,885,625
4,143,568

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

7

HALF-YEAR REPORT For the period ended 31 December 2021

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

Share capital
Share
based
payments
reserve
Convertible
notes
reserve
Foreign
currency
translation
reserve
Retained
earnings
Total
equity
$
$
$
$
$
$
Balance at 1 July 2021 96,783,430
75,738
6,417,052
(1,472,665)
(97,659,987)
4,413,568
Loss for the period -
-
-
-
(2,606,165)
(2,606,165)

Other comprehensive
income
-
-
-
50,703
-
50,703
Total comprehensive loss for
the year
-
-
-
50,703
(2,606,165)
(2,555,462)
Transactions with owners,
recorded directly in equity
Shares issued during the
period
7,276,875
-
-
-
-
7,276,875
Contingent consideration
on asset acquisition
-
720,000
-
-
-
720,000
Convertible notes
converted to shares
189,264
-
(44,772)
-
-
144,492
Options issued 620,500
-
-
-
620,500

Cost of shares issued for
placement

(464,348)
-
-
-
-
(464,348)
Balance at 31 December
2021
103,785,221
1,416,238
6,372,280
(1,421,962)
(100,266,152)
9,885,625
Share capital
Share
based
payments
reserve
Convertible
notes reserve
Foreign
currency
translation
reserve
Retained
earnings
Total
equity
$
$
$
$
$
$
Balance at 1 July 2020
Loss for the period
Other comprehensive
income
Total comprehensive loss for
the year
Transactions with owners,
recorded directly in equity
Shares issued during the
period
Amendment of terms of
convertible notes
Convertible notes
converted to shares
Options issued
Options expired
Cost of shares issued for
placement
Balance at 30 June 2021
93,931,109
918,983
1,236,079
(1,277,149)
(92,301,895)
2,507,127
-
-
-
-
(6,277,075)
(6,277,075)
-
-
-
(195,516)
-
(195,516)
-
-
-
(195,516)
(6,277,075)
(6,472,591)
1,870,588
-
-
-
-
1,350,000
-
-
5,496,748
-
-
5,496,748
1,226,772
-
(315,775)
-
-
910,997
-
75,738
-
-
-
75,738

-
(918,983)
-
-
918,983
-
(245,039)
(245,039)
96,783,430
75,738
6,417,052
(1,472,665)
(97,659,987)
4,413,568

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

8

HALF-YEAR REPORT For the period ended 31 December 2021

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2021

Note
Cash flows from operating activities
Receipts from customers
Research and development grant
Government grants and subsidies
Payments to suppliers and employees
Net cash used in operating activities
Cash flows from investing activities
Payment for exploration and evaluation activities
Interest received
Proceeds from the sale of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs on issue of shares and convertible notes
Repayment of leases
Refund of security deposits
Interest paid
Net cash from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Exchange differences on cash and cash equivalents
Cash and cash equivalents at the end of the period
Restricted cash
Cash and cash equivalents at the end of the period
6 months to 31
Dec 2021
$
6 months to 31
Dec 2020
$
111,298
234,953
-
242,938
-
117,900
(898,283)
(1,353,116)
(786,985)
(757,325)
(1,201,400)
(585,752)
63
563
-
13,910
(1,201,337)
(571,279)
5,787,500
1,063,398
(523,252)
(96,575)
(4,367)
(46,482)
-
25,834
(1,589)
(4,842)
5,258,292
941,333
3,269,970
(387,271)
609,306
1,717,208
(18,822)
2,847
3,860,454
1,332,784
(10,801)
(10,801)
3,849,653
1,321,983

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

9

HALF-YEAR REPORT For the period ended 31 December 2021

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Notes to the consolidated financial statements

1. General information and statement of compliance

The condensed interim consolidated financial statements (the interim financial statements) of the Group are for the six months ended 31 December 2021 and are presented in Australian Dollars ($AUD), which is the functional currency of the Parent Company. These general purpose interim financial statements have been prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134 Interim Financial Reporting. They do not include all the information required in annual financial statements in accordance with Australian Accounting Standards and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 June 2021 and any public announcements made by the Group during the half-year in accordance with continuous disclosure requirements arising under the Australian Securities Exchange Listing Rules and Corporations Act 2001.

The interim financial statements have been approved by the Board of Directors on 14 March 2022.

The Consolidated general-purpose financial statements of the Group have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

2. Estimates

When preparing the interim financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty were the same as those applied in the Group’s last annual financial statements for the year ended 30 June 2021. The only exception is the estimate of the provision for income taxes and revenue recognition policy which is determined in the interim financial statements using the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.

3. Significant events and transactions

During the six-month period ending 31 December 2021, the Company raised $6.15 million via an issue of shares to sophisticated and professional investors at an issue price of $0.24 per share.

The capital raising has provided the Company with additional working capital and provide funding to allow the Company to continue to develop its expansion plans and further, invest in additional capital and plant and equipment that is required for further expansion.

In July 2021, the Company conducted a consolidation of share capital on the basis of each 50 shares consolidating into 1 share, which resulted in the number of shares on issue as at 30 June 2021 of 4,384,790,304 being consolidated into 87,695,353 ordinary shares.

In August and October 2021, the Company issued options to directors and employees that were approved by shareholders on 15 July 2021.

In September 2021, the Company acquired Andes Litio SA which holds an option agreement over the San Jorge Lithium Brine Project located in Catamarca province, Argentina.

10

HALF-YEAR REPORT For the period ended 31 December 2021

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4. Going concern

The financial report for the half year ended 31 December 2021 has been prepared based on going concern, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

During the period, the Group reported a loss after tax of $2,606,165 (2020 loss for the period: $732,432). Net cash operating cash outflows for the period were $786,985 (2020 outflows for the period: $757,325). Prima facie these factors create a material uncertainty about the Group’s ability to continue as a going concern.

The ability of the Group to continue as a going concern is principally dependent upon one or more of the following:

the ability of the Group to raise sufficient additional capital in the future;

its ability to achieve a financial return from its subsidiary Graphmada Mauritius; reducing its level of expenditure through farm outs or joint ventures; and disposing of assets.

If the Group is unable to continue as a going concern, it may be required to realise its assets and or settle its liabilities other than in the ordinary course of business and at amounts different from those stated in the financial report. The Directors will continue to monitor the capital requirements of the Group on a go forward basis and will include additional capital raisings in future periods as required.

5. Segment reporting

Management currently identifies two service lines as the Group’s operating segments. These operating segments are monitored by the Group’s chief operating decision maker and strategic decisions are made based on adjusted segment operating results. All inter-segment transfers are carried out at arm’s length prices.

The measurement policies the Group uses for segment reporting under the Accounting Standards are the same as those used in its financial statements, except expenses relating to discontinuing operations are not included in arriving at the operating loss of the operating segments. There have been no other changes from prior periods in the measurement methods used to determine reported segment profit or loss.

The Group’s revenue disaggregated by primary geographical markets is as follows:

Six months to 31 December 2021 Six months to 31 December 2021
Graphite Mining Exploration- Lithium Total
India - - -
Europe - - -
USA - - -
Total - - -
Six months to 31 December 2020
Graphite Mining Exploration- Lithium Total
India 19,143 - 19,143
Europe - - -
USA - - -
Total 19,143 - 19,143
Six months to 31 December 2021
Graphite Mining Exploration- Lithium Total
Revenue at a point in time - - -
Total - - -
Six months to 31 December 2020
Graphite Mining Exploration- Lithium Total
Revenue at a point in time 19,143 - 19,143
Total 19,143 - 19,143

11

HALF-YEAR REPORT For the period ended 31 December 2021

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5. Segment reporting (continued)

The revenues and profit generated by each of the Group’s operating segments and segment assets and liabilities are summarised as follows:

are summarised as follows:
Six months to 31 December 2021
Graphite
Mining
Exploration -
Lithium
Total
Revenue
From external customers - - -
From other segments - - -
Segment revenues - - -
Segment operating profit 67,241 (1,482) 65,759
Segment assets 9,546,017 1,811,030 11,357,047
Six months to 31 December 2020
Graphite
Mining
Exploration -
Lithium
Total
Revenue
From external customers 19,143 - 19,143
From other segments - - -
Segment revenues 19,143 - 19,143
Segment operating profit 245,366 (745) 244,621
Segment assets 3,515,971 7,647 3,523,618

The Group’s operating profit reconciles to the Group’s profit before tax as presented in its financial statements as follows:

6 months to 6 months to
31 Dec 2021
31 Dec 2020
$ $
Profit or Loss
Total reportable segment operating profit 65,759 244,621
Other income not allocated 125,215 547,524
Corporate and head office expenses (2,717,446) (1,507,849)
Discontinued operations, refer Note 8 (79,693) (16,728)
Group operating loss (2,606,165) (732,432)
Group loss before tax (2,606,165) (732,432)

6. Other income

6 months to 6 months to
31 Dec 2021 31 Dec 2020
$ $
Government grants and subsidies - 117,900
Interest received 63 563
Rent and access fees received 125,152 102,500
Research and development grant - 242,938
Sundry income - 83,623
Total other income 125,215 547,524

12

HALF-YEAR REPORT For the period ended 31 December 2021

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7. Loss for the period

The loss for the period is stated after taking into account the following:
7 (a) Cost of sales
Direct mine operating expense
Inventory adjustment
Total cost of sales
7 (b) Administration expenses
Mine administration expense:
Depreciation
Other administrative expenses
Total mine administration expenses
Corporate administration:
Employee benefits expense
Equity incentives expense
Contracting & consulting expenses
Depreciation
Director fees
Investor relations
Legal expenses
Other administration expenses
Share registry, ASX
Total corporate administration expenses
Total administration expenses
7(c) Finance costs
Interest expense
Interest on lease liabilities
Interest on convertible notes
Total finance costs
7(d) Foreign currency (gain) / loss
Foreign currency (gain) / loss - realised
Foreign currency (gain) / loss - unrealised
Total foreign currency (gain) / loss
6 months to
31 Dec 2021
$
6 months to
31 Dec 2020
$
-
3,531
-
24,050
-
27,581
3,961
10,628
20,117
29,173
24,078
39,801
204,924
118,190
620,500
-
66,950
54,130
445
26,113
168,000
105,000
52,909
-
3,647
2,404
187,132
105,741
63,328
87,627
1,367,835
499,205
1,391,913
539,006
1,516
2,851
73
16,717
1,125,892
689,051
1,127,481
708,619
(1,529)
9,716
18,822
(2,551)
17,293
7,165

8. Loss attributable to discontinued operations

The Company continues to seek a buyer for its Tasmanian capitalised exploration assets. The disposal group was fully impaired during 2017 and is, therefore, carried at nil value having been recognised as Capitalised Exploration and Evaluation Assets Held for Sale in the Statement of Financial Position. During the current and prior year, care and maintenance expenses relating to the disposal group have been eliminated from profit or loss from the Group’s continuing operations and are shown as a single line item on the face of the statement of profit or loss and other comprehensive income (see loss after tax from discontinued operations ).

Expenses


Que River operating infrastructure – care & maintenance
Total expenses
6 months to
31 Dec 2021
$
6 months to
31 Dec 2020
$
79,693
16,728
79,693
16,728

13

HALF-YEAR REPORT For the period ended 31 December 2021

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9. Earnings per share

9. Earnings per share
Loss for the period
Weighted average number of ordinary shares used in the calculation of
basic earnings per share
Loss per shares (cents)
6 months to
31 Dec 2021
$
6 months to
31 Dec 2020
$
(2,606,165)
(732,432)
96,648,060
80,433,515
(2.70)
(0.91)

The weighted average numbers of ordinary shares used in the earnings per share calculated for the six months ended 31 December 2020 has been updated to reflect the share consolidation approved on 16 July 2021 as required by AASB 133 Earnings Per Share. There is no dilutive potential for ordinary shares as the exercise of options to ordinary shares or conversion of convertible notes into ordinary shares would have the effect of decreasing the loss per ordinary share and would therefore be non-dilutive.

10. Trade and other receivables

Current
Trade receivables
VAT receivable
Allowance for credit losses
Other receivables
Non-current
Other security deposits (1)
31 Dec 2021
$
30 Jun 2021
$
16,500
389,295
(389,295)
234,029
27,930
391,411
(389,295)
472,135
502,181 250,529
500,000
500,000
500,000 500,000

Note 1: Security deposits and guarantees associated with the Tasmanian exploration assets held for sale.

All amounts are short-term and non-interest bearing. The net carrying value of trade receivables is considered a reasonable approximation of fair value. As at reporting date, there were no trade receivables that were past due, but not impaired. In determining the recoverability of a trade or other receivable, the Group performs a risk analysis considering the type and age of the outstanding receivable and the creditworthiness of the counterparty.

11. Acquisitions and disposals

On 14 September 2021, the Group acquired 100% of the equity instruments of Andes Litio SA, an Argentinian based business, thereby obtaining control. Andes Litio has entered into an option agreement to acquire up to a 100% interest in the San Jorge Lithium Brine Project.

The acquisition has been accounted for as an asset acquisition rather than a business combination. Consideration paid in the form of equity instruments to date has been recorded in issued capital. Additional consideration payable in nine months has been measured as a share-based payment and recorded in the share-based payments reserve. The acquisition of Andes Litio has resulted in a significant increase to the carrying value of assets as recognised as exploration and evaluation assets. Refer to Note 15.

The purchase agreement relating to the San Jorge exploration area provides that additional consideration of up to $2,000,000 may be payable in milestone payments of up to $1,000,000 for each payment dependent on:

  • achieving an inferred mineral resource (in accordance with the 2012 edition of the JORC Code or equivalent) of lithium (stated as Lithium Carbonate Equivalent tonnes) of 250,000 tonnes at an Li grade of 200mg/L; and

  • achieving a measured and indicated mineral resource JORC report of Lithium (stated as Lithium Carbonate Equivalent tonnes) of 200,000 tonnes at an Li grade of 200mg/L.

The additional consideration will be paid if the above milestones is achieved. Refer to Note 24.

14

HALF-YEAR REPORT For the period ended 31 December 2021

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12. Inventories

12. Inventories
Equipment spares and consumables
Ore stockpiles
Graphite in circuit
Graphite concentrate
31 Dec 2021
$
30 Jun 2021
$
718,560
719,508
73,234
70,836
3,873
3,746
19,228
11,148
814,895
805,238

Total inventories are carried at the lower of cost and net realisable value.

13. Plant and equipment

Details of the Group’s property, plant and equipment and their carrying amount are as follows:

Gross carrying amount
Balance 1 July 2021
Additions
Disposal
Balance 31 December 2021
Depreciation and impairment
Balance 1 July 2021
Depreciation
Disposal
Foreign exchange movement
Balance 31 December 2021
Carrying amount 31 December 2021
Gross carrying amount
Balance 1 July 2020
Additions
Disposal
Balance 30 June 2021
Depreciation and impairment
Balance 1 July 2020
Depreciation
Disposal
Foreign exchange movement
Balance 30 June 2021
Carrying amount 30 June 2021
Plant &
equipment
Motor
vehicles
Capital work
inprogress
Buildings &
infrastructure

Total
$
$
$
$
$
4,298,854
1,392,189
101,589
854,962
6,647,594
-
-
-
-
-
-
-
-
-
-
4,298,854
1,392,189
101,589
854,962
6,647,594
(1,920,174)
(535,320)
-
(285,103)
(2,740,597)
(116,291)
(40,872)
-
(19,737)
(176,900)
-
-
-
-
-
2,012
-
-
-
2,012
(2,034,453)
(576,192)
-
(304,840)
(2,915,485)
2,264,401
815,997
101,589
550,122
3,732,109
Plant &
equipment
Motor
vehicles
Capital work
in progress
Buildings &
infrastructure
$
$
$
$


Total
$
4,661,288
1,449,554
101,589
854,962
19,052
-
-
-
(381,486)
(57,365)
-
-
7,067,393
19,052
(438,851)
4,298,854
1,392,189
101,589
854,962
6,647,594
(1,672,309)
(546,310)
-
(247,230)
(494,305)
(46,375)
-
(37,873)
253,709
57,365
-
-
(7,269)
-
-
-
(2,465,849)
(578,553)
311,074
(7,269)
(1,920,174)
(535,320)
-
(285,103)
(2,740,597)
2,378,680
856,869
101,589
569,859
3,906,997

All depreciation and impairment charges are included within depreciation, amortisation and impairment of non-financial assets. There was no Plant and Equipment impairment losses recognised during the current or prior reporting periods.

Property, plant and equipment pledged as security for liabilities

There is no fixed and floating charge over any of the assets in the Group.

15

HALF-YEAR REPORT For the period ended 31 December 2021

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14. Right-of-use assets

14. Right-of-use assets
Gross carrying amount – office and warehouse rent leases
Balance
Additions
Disposals
Depreciation
Carrying amount
31 Dec 2021
$
30 Jun 2021
$
3,962
102,572
-
25,059
-
(70,626)
(3,962)
(53,043)
-
3,962

The Group’s right-of-use assets and lease liabilities have been fully recognised in the period and are no longer reflected on the balance sheet as a right-of-use asset and a lease liability.

15. Exploration and evaluation assets


Exploration and evaluation expenditure consist of:
Graphmada and Limada exploration
San Jorge exploration (refer to Note 11)
16. Mine properties
Capitalised development and rehabilitation expenditure consist of:
Acquisition of mining assets – Graphmada
Capitalised rehabilitation costs – Graphmada
Reclassification of deferred mining expenditure
Transfer from exploration and evaluation assets
Impairment loss
Accumulated amortisation
17. Trade and other payables
Current
Unsecured liabilities:
Trade payables
Other payables
Oversubscription of investor funds to be refunded
31 Dec 2021
$
30 Jun 2021
$
2,726,913
1,465,873
1,787,207
-
4,514,120
1,465,873
31 Dec 2021
$
30 Jun 2021
$
5,070,019
5,070,019
419,081
419,081
504,472
504,472
902,418
902,418
(4,296,000)
(4,296,000)
(365,833)
(365,833)
2,234,157
2,234,157
31 Dec 2021
$
30 Jun 2021
$
485,688
478,734
269,797
326,733
10,801
10,801
766,286
816,268

Other payables are recognised when the Group has identified a present obligation from the result of past events. These amounts include employee payment obligations, professional fees and statutory obligations.

Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value. Trade payables and other payables are non-interest-bearing and are normally settled on 30 to 60-day terms.

16

HALF-YEAR REPORT For the period ended 31 December 2021

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18. Borrowings

18. Borrowings
Current
Accrued interest on convertible notes
Non-Current
Convertible notes
31 Dec 2021
$
30 Jun 2021
$
-
212,327
212,327 -
4,328,796
4,762,993
4,762,993 4,328,796

The Group’s convertible notes are treated as a compound financial instrument. A split accounting approach is adopted, where the debt component and the conversion option are accounted for separately. The debt component is initially recognised at its fair value. It is then amortised over its life using the effective interest method.

19. Lease liabilities

Current
Warehouse leases
31 Dec 2021
$
30 Jun 2021
$
-
4,367
-
4,367

The Group’s lease liabilities have all been fully repaid and are no longer reflected on the balance sheet as a right-of-use asset and a lease liability.

20. Provisions

20. Provisions
Provision for rehabilitation
21. Liabilities directly associated with assets classified as held for sale
Tasmanian exploration assets
22. Issued capital
Ordinary shares
118,395,395 (30 June 2021: 87,695,353) fully paid ordinary shares
31 Dec 2021
$
30 Jun 2021
$
224,058
224,058
224,058
224,058
31 Dec 2021
$
30 Jun 2021
$
379,134
379,134
379,134
379,134
31 Dec 2021
$
30 Jun 2021
$
103,785,221
96,783,430

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of fully paid ordinary shares. On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote and upon a poll each share is entitled to one vote. The Group has no authorised share capital and the shares have no par value.

Ordinary shares at 30 June 2021 are shown on a post-consolidation basis. In July 2021, the Company conducted a consolidation of share capital with 50 shares being consolidated into 1 share.

17

HALF-YEAR REPORT For the period ended 31 December 2021

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22. Issued capital (continued)

The movement in ordinary shares during the financial period are as follows:

Balance at the beginning of the period
Issued during the period
Share placement
Shares issued for acquisition of subsidiary
Convertible notes converted
Shares issued in lieu of convertible note interest
Shares issued for payment of consulting fees
Capital raising costs
Balance at the end of the period
31 Dec 2021
Number of
shares
31 Dec 2021
$
30 Jun 2021
Number of
shares
30 Jun 2021
$
87,695,353
96,783,430
69,633,062
93,931,109
25,625,000
6,150,000
10,800,020
1,350,000
3,000,000
750,000
-
-
861,925
189,264
6,079,137
1,226,772
1,063,117
334,875
1,183,154
520,588
150,000
42,000
-
-
-
(464,348)
-
(245,039)
118,395,395
103,785,221
87,695,353
96,783,430

The movement in ordinary shares for the year ended 30 June 2021 is shown on a post 50:1 share consolidation basis.

23. Reserves

Foreign Convertible Share Total $
currency notes reserve $ based
translation payments
reserve $ reserve $
Balance 1 July 2021 (1,472,665) 6,417,052 75,738 5,020,125
Convertible notes converted to shares - (44,772) - (44,772)
Exchange differences on translating foreign
operations
50,703 - - 50,703
Acquisition of subsidiary - - 720,000 720,000
Options issued - - 620,500 620,500
Before tax 50,703 (44,772) 1,340,500 1,346,431
Tax benefit/(expense) - - - -
Net of tax 50,703 (44,772) 1,340,500 1,346,431
Balance 31 December 2021 (1,421,962) 6,372,280 1,416,238 6,366,556
Foreign Convertible Share Total $
currency notes reserve $ based
translation payments
reserve$ reserve$
Balance 1 July 2020 (1,277,149) 1,236,079 918,983 877,913
Change in convertible note terms - 5,496,748 - 5,496,748
Convertible notes converted to shares - (315,775) - (315,775)
Exchange differences on translating foreign
operations
(195,516) - - (195,516)
Options issued - - 75,738 75,738
Options expired - - (918,983) (918,983)
Before tax (195,516) 5,180,973 (843,245) 4,142,212
Tax benefit/(expense) - - -
Net of tax (195,516) 5,180,973 (843,245) 4,142,412
Balance 30 June 2021 (1,472,665) 6,417,052 75,738 5,020,125

Foreign currency translation reserve

The foreign currency translation reserve is used to recognise exchange differences arising from translation of the financial statements of foreign operations to Australian dollars.

Convertible notes

Relates to the equity portion of convertible notes issued by the Company.

18

HALF-YEAR REPORT For the period ended 31 December 2021

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23. Reserves (continued)

Share based payments reserve

The share-based payments reserve records the fair value of equity instruments granted for goods and services received.

24. Contingencies

Contingent liabilities

Millie’s Reward lithium project:

During 2017, the Company entered into a binding Term Sheet with Ruby-Red Madagascar SARL (“Ruby Red”, a Company incorporated in Madagascar) and acquired two contiguous mining permits and the lithium mining rights for a third mining permit in Madagascar, that are prospective for pegmatite-hosted lithium mineralisation. The consideration payable by the Company includes certain cash payments and the requirement to issue shares to Ruby Red, contingent on the Company achieving the following milestones on the project:

  • a) $US50,000 in shares on the acquisition of the mining permits and completion of the transaction;

  • b) $US50,000 worth of shares upon establishing a JORC compliant resource of >5 million tonnes at >1.5% Li2O;

  • c) $US50,000 worth of shares upon the tabling of a feasibility study for Millie’s Reward;

  • d) $US50,000 worth of shares upon first sales of either Direct Shipping Ore (DSO) or Chemical Grade (>6% Li2O) lithium concentrates.

In addition, the Company is required to pay to Ruby Red a 0.25% concentrate sales royalty on any future lithium concentrate or DSO sales from Millie’s Reward for a period of 12 years from first concentrate or DSO sales, up to $US2m.

Stratmin Global Resources Plc (“Stratmin”):

As part of the agreement to acquire the Graphmada mine, the Company is required to pay Stratmin a 2.5% sales royalty. The agreement terminates on 1 January 2029 or upon total Royalty payments reaching $5,000,000, whichever occurs first.

Andes Litio SA:

As part of the agreement to acquire the Andes Litio SA (“Andes Litio”), The consideration payable by the Company includes the requirement to issue shares to Andes Litio, contingent on the Company achieving the following milestones on the project:

  • a) $AUD 1,000,000 in shares on achieving an Inferred Mineral Resource (in accordance with the 2012 edition of the JORC Code or equivalent) of Lithium (stated as Lithium Carbonate Equivalent tonnes) of 250,000 tonnes at an Li grade of 200mg/l; and

  • b) $AUD 1,000,000 in shares on achieving a Measured and Indicated Mineral Resource JORC Report of Lithium (stated as Lithium Carbonate Equivalent tonnes) of 200,000 tonnes at an Li grade of 200mg/l.

Contingent Assets

No contingent assets exist at reporting date.

25. Post-reporting date events

As the date of this report there are no post-reporting date events.

19

HALF-YEAR REPORT For the period ended 31 December 2021

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DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of Greenwing Resources Limited, in the Directors’ opinion:

The consolidated interim financial statements and notes set out on pages 6 to 19 are in accordance with the Corporations Act 2001, including:

  1. Giving a true and fair view of Group’s financial position as at 31 December 2021 and of its performance, for the half year period ended on that date;

  2. Complying with Accounting Standard AASB 134 Interim Financial Reporting, the Corporations Regulations 2001; and

  3. There are reasonable grounds to believe that Greenwing Resources Limited will be able to pay its debts as and when they become due and payable.

The declaration is made in accordance with a resolution of the directors:

==> picture [139 x 50] intentionally omitted <==

Rick Anthon Chairman

Brisbane, Queensland 14 March 2022

20

==> picture [158 x 32] intentionally omitted <==

Level 18 King George Central 145 Ann Street Brisbane QLD 400

Correspondence to: GPO Box 1008 Brisbane QLD 4001

T +61 7 3222 0200 F +61 7 3222 0444 E [email protected] W www.grantthornton.com.au

Independent Auditor’s Review Report

To the Members of Greenwing Resources Ltd

Report on the review of the half-year financial report

Conclusion

We have reviewed the accompanying half-year financial report of Greenwing Resources Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2021, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half year ended on that date, a description of accounting policies, other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of Greenwing Resources Ltd does not comply with the Corporations Act 2001 including:

(a) giving a true and fair view of Greenwing Resources Ltd’s financial position as at 31 December 2021 and of its performance for the half year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Material uncertainty related to going concern

We draw attention to Note 4 in the financial report, which indicates that the Group incurred a net loss of $2,606,165 and net operating cash outflows of $786,985 during the half year ended 31 December 2021. As stated in Note 4, these events or conditions, along with other matters as set forth in Note 4, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

www.grantthornton.com.au

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

2

==> picture [326 x 46] intentionally omitted <==

Directors’ responsibility for the half-year financial report

The Directors of the Company are responsible for the preparation of the half-year 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 half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2021 and its performance for the halfyear ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

==> picture [119 x 38] intentionally omitted <==

Grant Thornton Audit Pty Ltd Chartered Accountants

==> picture [109 x 25] intentionally omitted <==

==> picture [109 x 11] intentionally omitted <==

CDJ Smith Partner – Audit & Assurance Brisbane, 14 March 2022

© 2022 Grant Thornton Australia Limited. 2

HALF-YEAR REPORT For the period ended 31 December 2021

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CORPORATE DIRECTORY

DIRECTORS

Richard Anthon - Non-Executive Chairman James Brown – Non-Executive Director Jeffrey Marvin – Non-Executive Director Peter Wright – Executive Director

COMPANY SECRETARY

Angus Craig

CHIEF EXECUTIVE OFFICER

Craig Lennon (appointed 16 November 2021)

REGISTERED OFFICE

Level 21, Matisse Tower 110 Mary Street Brisbane, QLD, 4000

PO Box 15048 Brisbane, QLD, 4000

Telephone: (07) 3063 3233 Website: www.greenwingresources.com Email: [email protected]

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 1, 200 Mary Street Brisbane QLD 4000 Telephone: 1300 552 270

AUDITORS

Grant Thornton Audit Pty Ltd Level 18 145 Ann Street Brisbane City Qld 4000

STOCK EXCHANGE LISTING

ASX Ltd (Code: GW1)

23