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TASMAN RESOURCES LTD — Annual Report 2023
Sep 20, 2023
65896_rns_2023-09-20_89e7a4d8-d3e4-4b69-a61b-e3faafa4a6eb.pdf
Annual Report
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for the Year Ended 30 June 2023
Tasman Resources Ltd & Controlled Entities ABN: 85 009 253 187
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R E S O U R C E S LTD
Table of Contents
| Corporate Directory | 3 |
|---|---|
| Review of Operations | 4 |
| Directors’ Report | 13 |
| Auditor’s Independence Declaration | 23 |
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | 24 |
| Consolidated Statement of Financial Position | 25 |
| Consolidated Statement of Changes in Equity | 26 |
| Consolidated Statement of Cash Flows | 27 |
| Notes to the Financial Statements | 28 |
| Directors’ Declaration | 44 |
| Independent Auditor’s Report | 45 |
| Additional Information for Listed Public Companies | 50 |
| Tenement Schedule | 51 |
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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CORPORATE DIRECTORY
DIRECTORS:
Gregory H Solomon LLB (Executive Chairman) Douglas H Solomon BJuris LLB (Hons) (Non-Executive Director) Guy T Le Page B.A., B.Sc. (Hons).,M.B.A., F.FIN., MAusIMM (Non-Executive Director)
COMPANY SECRETARY:
Jamie Scoringe B.Comm Grad.Dip CPA
REGISTERED OFFICE:
Level 15 197 St Georges Terrace Perth Western Australia 6000 Tel +61 8 9282 5889 Email: [email protected] Website: www.tasmanresources.com.au
SOLICITORS:
Solomon Brothers Level 15 197 St Georges Terrace Perth WA 6000
AUDITORS:
Nexia Perth Audit Services Pty Ltd Level 3 88 William Street Perth WA 6000
SHARE REGISTRY:
Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009
STOCK EXCHANGE LISTING:
ASX Code: TAS (ordinary shares) and TASOE (listed options)
Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited.
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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Review of operations
LAKE TORRENS PROJECT, SOUTH AUSTRALIA EL 6416 (Tasman 49%, Fortescue 51%).
Fortescue Agreement
Tasman Resources Ltd (“Tasman”) and FMG Resources Pty Ltd, a wholly owned subsidiary of Fortescue Metals Group Ltd (ASX: FMG “Fortescue”) executed a Farm-in and Joint Venture Agreement (FJVA) over Tasman’s wholly owned Exploration Licence 6416 in June 2019 (Refer to TAS:ASX Announcement 14 June 2019). During the final quarter of FY2022 Fortescue notified Tasman that it had satisfied the Initial Earning Obligation by spending in excess of the minimum Farm-in Expenditure of $4,000,000 and has earnt a 51% interest in EL6416 (refer TAS:ASX Announcement 21 April 2022 for further details). On 26 May 2022 Fortescue gave notice to Tasman that it elected to earn an additional 29% Joint Venture Interest (“Additional Interest”) subject to the terms of the Lake Torrens FJVA. Subject to the terms of the FJVA, Fortescue will continue as the manager during the future operation of the Joint Venture (refer TAS:ASX Announcement 30 May 2022).
EL6416 (refer Figure 1) hosts the Vulcan, Vulcan West and Titan iron oxide-copper-gold (“IOCG”) prospects, approximately 30km north of BHP’s Olympic Dam mine in South Australia.
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Figure 1: EL6416 showing Tasman IOCG prospects.
Work Carried Out During the Year by Fortescue
During the year the review of historical exploration data continued, along with evaluation and drill core processing of the three deep Vulcan South wedge holes completed in early 2022. Field activities were limited to drillhole rehabilitation.
Drilling Program – Vulcan South Wedge Holes
Fortescue finished collection of portable XRF data at a ~0.25cm interval resolution to help determine the most economical and practical sampling strategy for the three Vulcan South wedge holes (VUD011W1, VUD011W2 & VUD012W1, refer TAS June 2022 ASX quarterly report and Figure 2). A range of samples were selected across the drilled metres, focusing primarily on areas of anomalous copper among other areas of geological interest, and submitted for core cutting and geochemical assaying. The final adopted scenario for core cutting involved calculating length averaged copper values from the portable XRF analyser, with intervals over 1000ppm averaged copper selected for analysis,
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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plus five samples from VUD0011W1 with very high S and Co. This involved a total of 269 samples from the three wedge drill holes.
Drill core was transported to a contractor’s yard in Adelaide for processing in late May 2023 and after completion of cutting and bagging was despatched to the laboratory. Assay results are not yet available.
Historical Data Review
Fortescue completed its technical review of three traverses of reflection seismic surveying undertaken by Tasman Resources in 2010. This was one module of the whole-of-tenement geophysical review that has recently commenced and will be ongoing. The purpose of the review was to determine if there would be any benefit to reprocessing the seismic data over the Vulcan Prospect. It was concluded that, while reprocessing the data with modern techniques would generate some uplift in quality in the cover sequence, it would not enhance information in the basement such as structures and other reflectors that may be linked to the Vulcan mineral system.
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Vulcan South
Target Area
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Figure 2: Vulcan Prospect, Fortescue residual gravity image showing location of Vulcan South target area, Fortescue holes VUD0018 & VUD0019 and recent wedge holes VUD0011W1, VUD011W2, VUD012W1 and previous Tasman drill holes. The thick black lines on the drill hole traces are the surface projections of basement intercepts (Grid GDA 94, Z53).
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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Figure 3: Location of Tasman’s Exploration Project Areas in South Australia.
| Interests in Mining Tenements | Interests in Mining Tenements | Interests in Mining Tenements | Interests in Mining Tenements | Interests in Mining Tenements |
|---|---|---|---|---|
| Tenements | Location | Interest held at end of year | Acquired during the year |
Disposed during the year |
| EL 6416 | SA | 49% | - | 51%* |
| EL 6495 | SA | 100% | - | - |
| EL 6137 | SA | -% | - | 100%# |
* Transferred to FMG Resources Pty Ltd
-
Pernatty project EL6137 relinquished
INVESTMENT IN EDEN INNOVATIONS LTD (ASX Code: EDE) (“Eden”)
Tasman through its wholly owned subsidiary, Noble Energy Pty Ltd, holds 847,110,863 fully paid shares in Eden (representing 28.27% of the total issued capital of Eden as at 30 June 2023), 26,328,233 EDEO Listed Options exercisable at $0.05 expiring 7 October 2024, and 42,783,378 EDEOC Listed Options exercisable at $0.026 expiring 28 April 2025. The Board of Tasman believes there is potentially significant upside in its investment in Eden and as a major part of Tasman’s investment strategy it intends to continue to hold the Eden shares as a long-term investment.
The highlights of progress made by Eden during the year are included in the Eden 2023 Annual Report and reproduced below.
Eden - Sales During the Year
| EdenCrete® OptiBlend® Total |
Sales FY 23 A$000’s Sales FY 22 A$000’s % Change |
|---|---|
| 1,279 1,600 (20%) |
|
| 3,422 2,549 35% |
|
| 4,701 4,149 13% |
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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EDEN - Sales Growth 2017 To Present
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----- Start of picture text -----
$5.0
$4.0
$3.0
$2.0
$1.0
$0.0
Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23
OptiBlend (AUD) EdenCrete (AUD)
Millions
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----- Start of picture text -----
$5.0
$4.0
$3.0
$2.0
$1.0
$0.0
Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23
India (AUD) USA (AUD)
Millions
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EdenCrete®
- 110,984 litres (29,320 gallons) of EdenCrete® were sold in 2023 to customers in 17 US States: California, Colorado, Florida, Georgia, Iowa, Kansas, Massachusetts, North Carolina, New Hampshire, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, and Utah (see Figure 1).
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Figure 1. Distribution of FY 2023 EdenCrete® sales in 17 US States
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More than 20,028 gallons (75,813 litres) of EdenCrete® were sold in the USA to 41 concrete plants spread across 9 US States (including 25 plants in Colorado):
-
Colorado (25), Georgia (5), Iowa (1), Kansas (2), North Carolina (3), South Carolina (2), Tennessee (1), Texas (1), and Utah (1) (see Figure 2)
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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Figure 2. Distribution of concrete plants that purchased EdenCrete® in 2023
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14 Bulk EdenCrete® storage tanks and dispensing systems are installed in plants in 3 US States:
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Colorado - 10 plants installed with 4 companies:
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4 installed plants installed with one national ready-mix company
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2 installed plants with large local ready-mix companies
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4 plants installed with a large local ready-mix company that has been a customer for a number of years.
-
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Tennessee - 3 installed plants
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Mississippi - 1 installed plant
EdenCrete® - US Market Overview
- US market for EdenCrete® products well positioned for expansion with growing market interest, a widening customer base and geographic footprint.
EdenCrete® Pz and Pz7 – Global Market Overview
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Growing international interest from companies in USA, India, Indonesia, Europe, Australia, Ecuador and Israel in low CO2 concrete produced using EdenCrete® products.
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EdenCrete® Pz7 has successfully completed the 12 months’ NTPEP evaluation trial in USA.
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Extensive US trials by two large concrete companies that operate in multiple US States, commenced testing performance benefits and cost benefits delivered by EdenCrete®Pz7.
OptiBlend® - Global Sales And Market Overview
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Record OptiBlend® sales of approximately A$3.42 million, a rise of 35% year on year compared with sales 2022.
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Eden India achieved its highest ever annual OptiBlend sales (~A$2.69million) in the year ended 30 June 2023, an increase of 148% compared to the previous year.
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This significant increase in OptiBlend® sales is largely due to Governmental regulations in Greater Delhi prohibiting the operation of diesel-powered generator sets for running on solely diesel fuel during the winter period (which extends into the first quarter of 2023) when air pollution reaches extreme levels.
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Eden India has been manufacturing, selling, and installing OptiBlend® dual fuel kits in India, Bangladesh, Dubai and Nigeria for the past 13 years and has sold hundreds of kits to many major national and international companies. The OptiBlend® system is one of the most highly regarded dual fuel systems in India, which is reflected in Eden India having been approached by several Original Equipment Manufacturers (OEMs) of diesel engines, that wished to explore the possibility of selling their diesel engines with OptiBlend® dual fuel kits attached.
Core Pyrolysis Technology
- Interest from a large US multi-national company in Eden’s patented, core pyrolysis technology to produce turquoise hydrogen and carbon nanotubes from methane without producing CO2 as a byproduct.
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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- This follows an earlier 4-year review by a major European company of Eden’s core pyrolysis technology that was terminated at the end of 2022 following the explosion that damaged two Nord Stream 2 pipelines that were to supply natural gas to northern Europe.
Eden - Corporate Activities
-
Eden US, supported by Eden Australia, completed a transaction to replace two existing secured loans (totaling US$3.365 million), with a new secured loan from iBorrow REIT LP of US$6.475 million, which represented less than 55% of the appraised values of Eden’s three US properties, carrying an interest rate of 9.75% p.a. Excess proceeds of US$1.775m (A$2.55 million) were used for additional working capital for Eden. The new loan was for 11 months (to 8 August 2023) and has since been extended to 7 August 2024.
-
During the year, Eden India paid to Eden Australia its maiden dividend of A$541,640 for the Indian Financial Year ending on 31 March 2023 (paid as an interim dividend of A$261,398 dividend and a final dividend of $280,242).
-
Following a change of CEO in mid-October 2022, in early November 2022 Eden USA undertook a major restructuring to reduce net cash outflows, whilst still maintaining its full production capabilities and most of its sales team. Consistent with AASB136, an impairment test of the intangible assets was undertaken.
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Since the restructuring of the US workforce in November 2022, the annual US wages bill (salaries plus benefits) has now been reduced by US$2.267 million (A$3.351 million) per year, whilst US sales (with the reduced personnel) for the year to 30 June 2023 dropped by only US$322,812 (A$477,246), resulting in a net annual saving to Eden US of US$1.9 million (A$2.9 million).
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Several potential buyers have reviewed the 65 acres of prime industrial land in Augusta, Georgia that Eden has for sale. Industrial land in Georgia is in increasing demand, with a number of major manufacturing plants being established particularly related to the automotive industry.
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On 25 January 2023, Eden finalised a partially underwritten non-renounceable pro-rata rights offer to Eden shareholders of one fully paid ordinary Eden share for every ten fully paid shares held, at a price of $0.005 per share, which raised $1,000,761. Shortfall proceeds of $327,500 were subsequently placed to institutional and sophisticated investors on the 20th of April 2023.
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On 6 February 2023, Dr Allan Godsk Larsen (M.Sc PhD) was appointed as a Director of Eden. Dr Larsen is highly qualified with a PhD in electro-chemistry from Aarhus in Denmark in 2008. After completing his doctorate and a year consulting to the Danish Technological Institute, he undertook a three-year Postdoctoral Fellowship at Sydney University. Since then Allan has held the following positions:
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Two and a half years as Senior Scientist R&D at Cap-XX Ltd in Sydney, developing super capacitors including working with carbon nanotubes;
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Almost five and a half years as Catalyst Specialist and Sales Manager at Haldor Topsøe, a leading Danish catalyst company that sells its products around the world, after which:
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Allan joined Eden in November 2016 where he has held the following positions:
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November 2016 to April 2018 Product Development Manager (including having designed and developed the EdenCrete® Pz range of products); and
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April 2018 to present - Chief Scientist and Manager of International Business.
-
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On 2 February 2023, Mr Lazaros Nikeas, and on 6 February 2023, Dr Stephen Dunmead resigned as Directors of Eden.
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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INVESTMENT IN CONICO LTD (ASX Code: CNJ) (“Conico”)
As at 30 June 2023, Tasman held 132,403,387 fully paid shares (representing 8.43% of the total issued capital of Conico as at 30 June 2023), 16,550,424 CNJO Listed Options exercisable at $0.026 expiring 31 December 2026, and 12,500,000 unlisted options exercisable at $0.07 expiring 20 January 2024 in Conico. The highlights of progress made by Conico during the year are included in the Conico 2023 Annual Report and is reproduced below.
Mt Thirsty PGE-Ni-Co-Mn-Sc Project, Western Australia (50% owned)
High grade drill intersections at Mt Thirsty
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The MTJV returned further thick & high-grade nickel-cobalt-manganese-scandium results including:
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MTRC035D: 44.0 metres @ 0.03% Co, 0.47% Ni, 0.16% Mn & 39.2g/t Sc from 2.0 metres, including:
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MTRC013D: 59.0 metres @ 0.05% Co, 0.37% Ni, 0.35% Mn & 45.3g/t Sc from 10.0 metres.
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A number of significant intersections were returned outside of the mineralisation indicating there remains potential for an increase in JORC Resources:
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MTRC005D: 48.0 metres @ 0.08% Co, 0.44% Ni, 0.13% Mn & 47.6g/t Sc from 2.0 metres.
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MTRC006D: 70.0 metres @ 0.05% Co, 0.45% Ni, 0.47% Mn & 36.3/t Sc from 3.0 metres.
Mineral Resource Upgrade
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The MTJV saw a 146% increase in the Mineral Resource Estimate (Indicated & Inferred) at the Mt Thirsty Cobalt-Nickel to 66.2 million tonnes @ 0.06% cobalt; 0.43% nickel and 0.45% manganese. The deposit hosts the second highest Co-Ni ratio for similar predevelopment Co-Ni projects in Australia and is uniquely positioned to potentially produce Pre-Cursor Cathode Active material (pCAM), containing Co, Ni & Mn.
Scoping Study
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A Scoping Study on the Mt Thirsty Project examining high-Pressure Acid Leach (“HPAL”) production of pCAM4 is anticipated to be completed in FY2024.
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Addition of HPAL and pCAM to the project could potentially transform project economics.
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Comparable HPAL projects typically receive Co and Ni recoveries of 90% and 92%, respectively.
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pCAM typically receives a ~50% pricing premium over intermediatory products (MHP / MSP).
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oAbility to provide a sustainable source of low-cost and ethical critical minerals outside of DRC, PRC & RF7.
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ASX Code: TAS
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Mestersvig Zn-Pb-Cu-Ag Project, Greenland (100% owned)
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Elevated Pb-Zn-Cu-Ag assays for the 2022 drill program were received during the year.
The results confirm extension to the mineralisation witnessed at the historic Blyklippen mine, extending south by approximately 13km to the Sortebjerg prospect
Significant drill intercepts include:
-
Blyklippen drilling:
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BKDD003: 5.60 m @ 9.2g/t Ag, 2.7% Pb and 2.2% Zn from 203.95 m
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BKDD004: 8.60 m @ 0.4% Pb and 2.2% Zn from 218.4 m
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Sortebjerg drilling:
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SBDD001: 2.70 m @ 6.0% Zn from 86.0 m
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SBDD003: 4.50 m @ 7.7 g/t Ag and 23.8% Zn from 134.0 m
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▪ SBDD005: 1.42 m @ 6.7% Zn from 120.45 m
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- The Company intends to investigate possible third-party interest in collaboration, in some form, for its Greenland tenements.
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ASX Code: TAS
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Disclaimer
The interpretations and conclusions reached in this report are based on current geological theory and the best evidence available to the authors at the time of writing. It is the nature of all scientific conclusions that they are founded on an assessment of probabilities and, however high these probabilities might be, they make no claim for complete certainty. Any economic decisions that might be taken on the basis of interpretations or conclusions contained in this report will therefore carry an element of risk.
It should not be assumed that the reported Exploration Results will result, with further exploration, in the definition of a Mineral Resource.
| ineral Resource. | ||||
|---|---|---|---|---|
| Competent Persons Statement | ||||
| Project and Discipline |
JORC Section |
Competent Person |
Employer | Professional Membership |
| Greenland Exploration |
Exploration Results |
Guy Le Page | Director of Conico Ltd |
MAusIMM |
| Mt Thirsty Exploration |
Exploration Results |
Glenn Poole | Employee of Greenstone ResourcesLtd |
MAusIMM |
| Mt Thirsty Resource Estimation |
Mineral Resources |
David Reid | Golder Associates Pty Ltd |
MAusIMM |
| Mt Thirsty Metallurgy |
Exploration Results and Ore Reserves |
Peter Nofal | AMEC Foster Wheeler Pty Ltd trading as Wood |
FAusIMM |
| Mt Thirsty Mining |
Ore Reserves | Frank Blanchfield | Snowden Mining Industry Consultants Pty Ltd |
FAusIMM |
| Lake Torrens |
Exploration Results and Ore Reserves |
Michael J. Glasson |
Tasman Resources Ltd |
MAIG |
The information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves for the Mt Thirsty Cobalt-Nickel Project and Exploration Results for the Greenland Projects is based on and fairly represents information compiled by the Competent Persons listed in the table above. The Competent Persons have sufficient relevant experience to the style of mineralisation and type of deposits under consideration and to the activity for which they are undertaking to qualify as a Competent Person as defined in the JORC Code (2012 Edition). For new information, the Competent Persons consent to the inclusion in the report of the matters based on their information in the form and context in which it appears. Previously announced information is cross referenced to the original announcements. In these cases, the Company is not aware of any new information or data that materially affects the information presented and that the material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Persons’ findings are presented have not been materially modified from the original market announcements.
The information in this report that relates to Exploration Results for Lake Torrens is based on and fairly represents information compiled by Michael J. Glasson, a Competent Person who is a member of the Australian Institute of Geoscientists. Mr Glasson is a part time employee of the company. Mr Glasson is a share and option holder. Mr Glasson has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Glasson consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ REPORT
Your directors present their report on the Company and its controlled entities (‘Group’) for the financial year ended 30 June 2023.
Directors
The names of directors in office at any time during or since the end of the year are:
Gregory H Solomon
Douglas H Solomon
Guy T Le Page
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
Company Secretary
The following persons held the position of Company Secretary during and at the end of the financial year: Mr Aaron P Gates (resigned 9 January 2023)
Mr Jamie M Scoringe (appointed 9 January 2023)
Principal Activities
The principal activities of the Group during the financial year ended 30 June 2023 were mineral exploration and through Eden Innovations Ltd, the sale of high-performance concrete admixture, EdenCrete® and retrofit dual fuel technology, OptiBlend®, developed for diesel generator sets.
Operating Results
The consolidated loss of the Group for the year, after providing for income tax, was $18,536,729 (2022: $7,254,572).
Dividends Paid or Recommended
No dividends were paid or declared for payment during the year.
Mineral Exploration Operations
Tasman’s primary focus during the year has been mineral exploration for a range of commodities within the Company’s tenements in South Australia. The principal exploration project is the Lake Torrens IOCG base metal project in South Australia. A review of the operations of the Group during the year ended 30 June 2023 is set out in the Review of Operations on page 4.
Financial Position
At the end of the reporting period, the Group held $2,736,278 in cash and cash equivalents (FY22: $2,300,831). The increased Operating Revenue in Eden, combined with Eden’s restructure in the USA operations has reduced net cash used in operating activities for the year ended 30 June 2023 to $4,598,969 (FY22: $6,607,001).
Eden continues to seek a buyer for its Augusta, Georgia property with increasing interest from a number of parties noted.
The net assets of the Group have decreased to $19,767,235 (FY22: $37,085,280) following the non-cash impairment of $10,180,087 (FY22:$nil) of Eden’s Intellectual Property. The Group’s working capital, being current assets less current liabilities, has decreased to a deficit of $4,246,300 at 30 June 2023 (FY22: deficit of $473,353), predominantly a result of the re-financing of Eden’s debt facility to iBorrow REIT, LP in August 2022 with the balance outstanding noted at the end of the year $9,678,878 (FY22 two loans totalling: $4,871,994). Full financial details are set out in the consolidated financial statements included in this Annual Report, and include the Independent Auditor’s Report which includes a material uncertainty in regards to the going concern of the Group consistent with previous years. The emphasis of matter arises due to the Group total costs exceeding its current revenue, which has in recent years required the Group to raise additional working capital (and secured finance) to fund its ongoing operations. Whilst Eden’s Indian subsidiary has been profitable for several years, and paid to its parent a maiden dividend during the reporting period, and a significant reduction of the operating costs of the USA subsidiary has been achieved since November 2022, the Group may require to raise further funds if the anticipated revenue is not sufficient to achieve profitability. Should a sale of the Augusta, Georgia property referred to above occur, this will not only reduce operating costs through reduction of interest and overheads, but may also contribute additional working capital that may obviate the need for further capital raising.
Significant Changes in State of Affairs
In the opinion of the directors, other than disclosed elsewhere in this report, there were no other significant changes in the state of affairs of the Group that occurred during the year.
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ REPORT
After Balance Date Events
On 12 July 2023, the Company (via its 100% owned subsidiary Noble Energy Pty Ltd), entered into a loan of $2,300,000 (“Noble Loan”) to Eden, to enable Eden US to (amongst other things) reduce the principal sum, and pay the renewal fee and interest reserve replenishment associated with the iBorrow renewal (see below). The Noble Loan, which is unsecured and repayable on demand attracts interest at 9.97% per annum.
On 1 August 2023, Eden exercised its option to extend its secured debt financing agreement with iBorrow REIT, LP for a further 12-month period. Consistent with the terms of the renewal, the principal amount was reduced by US$675,000 (A$1,018,100) with the remaining principal of US$5,800,000 (A$8,748,115) due on 7 August 2024. A renewal fee of USD$60,750 (A$91,629), legal fees and replenishment of the debt holder’s Interest reserve of $359,032 (A$541,526) was also paid. The note continues to bear interest at a rate of 9.75% per annum, payable monthly in advance, and is secured by all three of Eden’s freehold properties and is guaranteed by Eden Innovations Ltd.
On 11 September 2023, Eden announced it had issued 366,666,665 shares and 183,333,333 free attaching new options (listed on the ASX as “EDEOD”) to investors at $0.003 per share raising $1,100,000 before costs (“September Placement”). Brokers fees of 6% placement fee and the issue of 60 million EDEOD options were payable on completion of the placement. The EDEOD options are exercisable at $0.009 on or before 11 September 2026 in return for one ordinary share in the Company.
Consistent with the terms agreed under the mandate with Peak Asset Management, Noble Energy Pty Ltd (‘Noble”), a wholly owned subsidiary of Tasman Resources Ltd, has agreed to convert $1.2 million (the “Conversion Sum”) of the Noble Loan into ordinary fully paid shares with free attaching options, to be issued at the same price and on the same terms as the abovementioned September Placement, subject to Eden shareholder approval at a general meeting to be convened after completion of the placement.
Subject to Eden shareholder approval, the conversion of the $1.2 million Conversion Sum owed by Eden to Noble will take place in two tranches:
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An initial tranche of $880,000 will be converted forthwith upon shareholder approval, thereby increasing Noble’s holding shareholding in Eden from 28.27% to 31.19% of the total shares in Eden; and
-
Only after the conversion of a further $320,000 of the Noble Loan into ordinary fully paid shares and attaching options will be exempt under item 9 of the table in s.611 of the Act and subject to and conditional upon the conversion not contravening s.606 of the Act, the balance of $320,000 will be converted not less than six months after the initial conversion has been completed.
There were no other material events occurring after the reporting date.
Environmental Issues
The Group is subject to environmental regulation and complies fully with all requirements.
Investment Strategies
Tasman’s investments comprise:
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Its investments in mineral exploration in South Australia with the primary project being its joint venture interest (49%) with FMG Resources Pty Ltd (“FMG Resources”) in the Lake Torrens Project;
-
Its shareholding in Eden Innovations Ltd; and
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Its shareholding in Conico Ltd.
Tasman has held its interests in each of its three investments for more than 15 years. These long-term investments were all made into start-up ventures in different market sectors that were considered to have significant upside potential, but which come with the usual range of risks involved with “greenfield” investments.
All three of these investments have experienced, and may continue to experience, fluctuating periods of success, and periods of downturn.
Tasman periodically reviews its investment strategy and presently intends to continue holding these investments, but this strategy may change in the future due to changing market conditions or other events that lead to Tasman having to prioritise one investment over another.
Unless Tasman commences to generate sufficient income in its own right, or receives sufficient income through its investments, Tasman periodically has in the past, and will in the future, possibly require to raise additional funds to continue to service its cash requirements. This introduces the risk that for reasons such as adverse market conditions, successfully completing future capital raisings may not be possible.
ASX Code: TAS
Page 14 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ REPORT
Investments Commentary
The main risks and opportunities that are currently faced in relation to each of Tasman’s investments are considered below. Whilst this list is not intended to be exhaustive, it highlights what the Tasman Board considers are the major risks and opportunities:
Lake Torrens Project Investment
- The major investment risks and opportunities with this investment are the same as risks associated with mineral exploration in general, namely that a commercial orebody may not be discovered, and/or even if one is discovered, the market prices of, and demand for, metals are subject to market fluctuations. Further, should FMG Resources elect to discontinue its election to sole fund a further A$7million of Joint Venture expenditure and remain at a 51% interest (rather than continue its current sole funding commitment which would result in FMG Resources increasing its Joint Venture Interest to 80%), Tasman would then be required to contribute to Joint Venture expenditure or else dilute its Joint Venture interest.
Eden Investment
-
Eden currently has two primary commercial products divisions, its EdenCrete® range of concrete admixtures to enhance concrete, and its OptiBlend® dual fuel system for operating diesel generator sets on a combination of diesel fuel and natural gas.
-
Since 2016, when EdenCrete® was first sold in the USA, the EdenCrete® products have been sold and used commercially in the USA, India, France and Australia. Tasman considers that the EdenCrete® product range has a significant upside potential, particularly in both the USA and India where it is best established.
-
Both the USA and India are major markets for concrete, and each has adopted very large, multi-year infrastructure budgets, much of which will be expended on building new concrete infrastructure or repairing or replacing existing concrete infrastructure.
-
Relevantly, in addition to EdenCrete® products having been approved for use in concrete by Departments of Transportation in 21 US states, the Georgia Department of Transportation, since 2017, has specified that EdenCrete® be included in the concrete to be used in full depth concrete slab replacements on its state highways.
-
Numerous trials in the USA, India, Indonesia and Europe have shown most types of fly ash that have been tested to be responsive to the EdenCrete® PZ products, enabling that fly ash to be used to replace a significant percentage of the Ordinary Portland Cement (OPC) that would otherwise be required in the concrete. This has repeatedly shown that cheaper concrete, with a greatly reduced CO2 footprint, can be produced, thereby opening up a potentially extremely large market. Fly ash continues to be produced in coal-fired power production in many countries around the world, adding further to the large existing stockpiles of fly ash in land fill sites and ponds and lakes around the world.
-
Many hundreds of OptiBlend® dual fuel systems have been sold by the Eden Group, since 2009 in particular in USA and India generating many millions of dollars of sales in both markets. As a result of its level of OptiBlend® sales, Eden India has been profitable and cash flow positive for the past several years, enabling Eden India to declare dividends to the parent during FY23.
-
Whilst Eden’s products (the EdenCrete® range and the OptiBlend® dual fuel system) are well proven in the market place, sales of each have fluctuated from time to time, resulting in Eden having had to periodically raise capital to cover its operating losses.
-
To reduce the amount of future funds that will be required to supplement its cash flow until it achieves profitability, in November 2022 Eden US reduced its workforce whilst leaving its full production capability and most of its sales capability in place.
-
Eden US owns three US real estate properties, with a total appraised value of approximately US$12 million. From August 2023, US$5.8 million of debt is secured against these properties. The vacant, 64-acre industrial site in Augusta, Georgia, is currently for sale, with interest from potential buyers emerging.
-
Apart from the usual range of market risks associated with developing, producing and selling new industrial products in several countries, Eden faces other risks including, but not limited to, risks from financial market upheavals, and major global disruptive events that are beyond Eden’s control, such as supply chain shortages and upheavals, wars and other conflicts, pandemics, and market competition.
-
There is also a risk of Eden not being able to generate sufficient profits from the sale of its products and/or to raise sufficient funds to supplement its sales revenue to enable it to fully service its cash requirements before the Eden Group achieves longer-term sustainable profitability, which also poses a risk to the value of Tasman’s Eden investment.
-
Additionally, Tasman’s ability to sell its shareholding in Eden in such circumstances, should it wish to do so, may also be impacted.
ASX Code: TAS
Page 15 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ REPORT
Investments Commentary (continued)
Conico Investment
-
Conico holds (through a wholly owned subsidiary) two 100%-owned mineral projects in Greenland that it commenced exploring in 2020, and which are considered to be prospective for copper, nickel, platinum group elements (PGE), lead and zinc mineralisation.
-
Conico also holds a 50% joint venture interest in a mineral project at Mt Thirsty, near Norseman in Western Australia, with both a nickel, cobalt, manganese lateritic deposit and a hard rock prospect for nickel, cobalt, PGE and other metals.
-
Conico faces the usual risks faced by “greenfield” exploration companies. In particular, the exploration results it achieves may not result in the discovery of a commercially viable orebody. Further, Conico may have to raise further funds from time to time to continue to fund the exploration, which may or may not be possible for various reasons, including it not discovering a commercially viable orebody, and/ or weak market conditions and/ or prices for the metals Conico is hoping to produce.
-
The Directors note untested, upside potential on all three of the aforementioned Conico projects.
-
The value of Tasman’s shareholding interest in Conico has varied from time to time as the share price of Conico shares have fluctuated based upon its exploration activities, and as these activities continue, the value of Tasman’s shareholding in Conico is also considered likely to continue to fluctuate.
-
Alternatively, Conico may choose to try to sell, or find a joint venture partner for, one or more of its assets, which may or may not be possible. In such circumstances, apart from possibly impacting the value of its shareholding in Conico, Tasman may also have difficulty selling its shareholding in Conico should it wish to do so.
ASX Code: TAS
Page 16 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ REPORT
Information on Directors
Gregory H Solomon
Executive Chairman
Qualifications LLB
Experience
Interest in Shares and Options
Appointed chairman 1987. Board member since 1987. A solicitor with more than 30 years Australian and international experience in a wide range of areas including mining law, commercial negotiation (including numerous mining and exploration joint ventures) and corporate law. He is a partner in the Western Australian legal firm, Solomon Brothers and has previously held directorships of various public companies since 1984 including two mining/exploration companies.
129,635,916 TAS shares, 5,263,549 TASOE
80,293,890 Ordinary Shares, 1,890,392 EDEO Options, 3,071,884 EDEOC Options
Directorships held in other listed entities
Conico Ltd (ASX:CNJ) Eden Innovations Ltd (ASX:EDE)
Douglas H Solomon
Qualifications Experience
Interest in Shares and Options
Non-Executive Director
BJuris LLB (Hons)
Board member since 3 April 2003. A Barrister and Solicitor with more than 30 years experience in the areas of mining, corporate, commercial and property law. He is a partner in the legal firm, Solomon Brothers.
132,462,022 TAS shares, 7,900,579 TASOE
72,465,288 Ordinary Shares, 1,622,747 EDEO Options, 2,636,692 EDEOC Options
Directorships held in other listed entities
Conico Ltd (ASX:CNJ) Eden Innovations Ltd (ASX:EDE)
Guy T Le Page
Qualifications Experience
Interest in Shares and Options Directorships held in other listed entities
Non-Executive Director
B.A., B.Sc. (Hons).,M.B.A., F.FIN., MAusIMM
Board member since February 2001. Currently a corporate adviser specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. He previously spent 10 years as an exploration and mining geologist in Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology and he has acted as a consultant to private and public companies.
1,874,062 TAS shares, 44,621 TASOE Options
Conico Ltd (ASX:CNJ)
Mt Ridley Mines Ltd (ASX: MRD)
ASX Code: TAS
Page 17 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ REPORT
Remuneration Report (Audited)
This report details the nature and amount of remuneration for each director and for the executives receiving the highest remuneration.
Remuneration Policy
The remuneration policy of Tasman Resources Ltd has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the economic entity’s financial results. The board of Tasman Resources Ltd 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 economic 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 Group is that all executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and options.
Executives receive a superannuation contribution (401k match) 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. Any shares which may be issued to executives would be valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using the Black-Scholes methodology.
The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. 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. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the economic entity. To align directors’ interests with shareholder interests, directors are encouraged to hold shares in the Company and are able to participate in the employee option plan.
Names and positions held of key management personnel in office at any time during the financial year are: Key Management Person Position
Gregory H Solomon Executive Chairman – Tasman & Eden Innovations Ltd Douglas H Solomon Non-Executive Director – Tasman & Eden Innovations Ltd Guy T Le Page Non-Executive Director – Tasman Lazaros Nikeas Non-Executive Director – Eden Innovations Ltd (resigned 2 February 2023) Stephen D Dunmead Non-Executive Director – Eden Innovations Ltd (resigned 6 February 2023) Allen Godsk Larsen Non-Executive Director – Eden Innovations Ltd (appointed 6 February 2023) Aaron P Gates Company Secretary / CFO – Tasman & Eden Innovations Ltd (resigned 9 January 2023) Jamie M Scoringe Company Secretary / CFO – Tasman & Eden Innovations Ltd (appointed 9 January 2023) Don Grantham Jr. President & CEO - Eden Innovations LLC (resigned January 2023)
ASX Code: TAS
Page 18 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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Details of Remuneration for Year Ended 30 June 2023
The remuneration for each director and each of the executive officers of the Group during the year was as follows:
| Key Management Person 2023 G Solomon_1_ D Solomon_1_ G Le Page L Nikeas3 S Dunmead3 A Larsen4 A Gates2 J Scoringe2 D Grantham Jr3 2022 G Solomon1 D Solomon1 G Le Page L Nikeas S Dunmead A Gates2 D Grantham Jr |
Short-term Benefits Post-employment benefits Termi- nation Share-based payments Total Salary and Fees Non- cash benefit Other Super- annuation Other Other Equity Options Perfor- mance Rights $ $ $ $ $ $ $ $ $ $ 450,000 - - 50,000 - - - - - 500,000 90,000 - - 9,953 - - - - - 99,953 36,000 - - 3,795 - - - - - 39,795 31,009 - - - - - - - - 31,009 31,980 - - - - - - - - 31,980 347,791 - - - - - 47,646 - - 395,437 - - - - - - - - - - - - - - - - 10,328 5,000 - 15,328 334,854 - - 19,914 - - - - - 354,768 |
Short-term Benefits Post-employment benefits Termi- nation Share-based payments Total Salary and Fees Non- cash benefit Other Super- annuation Other Other Equity Options Perfor- mance Rights $ $ $ $ $ $ $ $ $ $ 450,000 - - 50,000 - - - - - 500,000 90,000 - - 9,953 - - - - - 99,953 36,000 - - 3,795 - - - - - 39,795 31,009 - - - - - - - - 31,009 31,980 - - - - - - - - 31,980 347,791 - - - - - 47,646 - - 395,437 - - - - - - - - - - - - - - - - 10,328 5,000 - 15,328 334,854 - - 19,914 - - - - - 354,768 |
Short-term Benefits Post-employment benefits Termi- nation Share-based payments Total Salary and Fees Non- cash benefit Other Super- annuation Other Other Equity Options Perfor- mance Rights $ $ $ $ $ $ $ $ $ $ 450,000 - - 50,000 - - - - - 500,000 90,000 - - 9,953 - - - - - 99,953 36,000 - - 3,795 - - - - - 39,795 31,009 - - - - - - - - 31,009 31,980 - - - - - - - - 31,980 347,791 - - - - - 47,646 - - 395,437 - - - - - - - - - - - - - - - - 10,328 5,000 - 15,328 334,854 - - 19,914 - - - - - 354,768 |
|---|---|---|---|
| 1,321,634 - |
- 83,662 - - 57,974 5,000 - 1,468,270 |
||
| 450,000 - - 42,750 - - - - 90,000 - - 8,550 - - - - 36,000 - - 3,600 - - - - 54,000 - - - - - 32,000 - 54,000 - - - - - 32,000 - - - - - - - 26,760 - 420,982 16,834 - 25,356 - - 182,567 - |
- 492,750 - 98,550 - 39,600 - 86,000 - 86,000 - 26,760 - 645,739 |
||
| 1,104,982 16,834 - 80,256 - - 273,327 - |
- 1,475,399 |
1 This includes remuneration from both Tasman Resources Ltd and Eden Innovations Ltd.
2 These management personnel are remunerated by Princebrook Pty Ltd (a company in which Mr Gregory Solomon and Mr Douglas Solomon have an interest) under the Princebrook Management Services Contract for both Tasman Resources Ltd and Eden Innovations Ltd, for which the Group paid $521,000 (2022:$504,000) during the year.
3 D Grantham Jr, L Nikeas, S Dunmead resigned from Eden during the year.
4 Dr Allan Godsk Larsen was appointed as a director of Eden on 6 February 2023. This table includes all remuneration paid during the full year to Dr Allan Godsk Larsen in his full-time consultant capacity as Chief Scientist and Manager of International Business. The share-based payments attributed to Mr Larsen were awarded prior to him becoming a Director and KMP of Eden.
ASX Code: TAS
Page 19 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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Options and Rights Holdings
Number of Options in Tasman Resources Ltd Held by Key Management Personnel - 2023
| G Solomon2 D Solomon2 G Le Page2 L Nikeas S Dunmead A Gates J Scoringe D Grantham Jr Total |
Balance 30.6.2022 Granted as Comp- ensation Options Exercised Net Change Other1 Balance 30.6.2023 Total Vested 30.6.2023 Total Exer- cisable 30.6.2023 Total Unexer- cisable 30.6.2023 5,263,549 - - - 5,263,549 5,263,549 5,263,549 - 7,900,579 - - - 7,900,579 7,900,579 7,900,579 - 44,621 - - - 44,621 44,621 44,621 - - - - - - - - - - - - - - - - - 581,250 - - (581,250) - - - - - 1,000,000 - - 1,000,000 1,000,000 1,000,000 - - - - - - - - - |
|---|---|
| 13,789,999 1,000,000 - (581,250) 14,208,749 14,208,749 14,208,749 - |
1The Net Change Other reflected above includes those options that have lapsed, options issued pursuant to rights issues and options purchased or sold on market during the year under review.
2The TASEO Options held by G Solomon, D Solomon, and G Le Page at 30 June 2023 lapsed on 7 August 2023 without exercise.
Number of Options in Eden Innovations Ltd Held by Key Management Personnel - 2023
| G Solomon D Solomon L Nikeas S Dunmead A Larsen2 D Grantham Jr A Gates J Scoringe Total |
Balance 30.6.2022 Granted as Compen- sation Options Exercised Net Change1 Other Balance 30.6.2023 Total Vested 30.6.2023 Total Exercisable 30.6.2023 Total Unexer- cisable 30.6.2023 4,962,276 - - - 4,962,276 4,962,276 4,962,276 - 4,259,709 - - - 4,259,709 4,259,709 4,259,709 - - - - - - - - - - - - - - - - - - - - 118,694 118,694 118,694 118,694 - 1,000,000 - - (1,000,000) - - - - - - - - - - - - - - - - - - - - |
|---|---|
| 10,221,985 - - (881,306) 9,340,679 9,340,679 9,340,679 - |
1The Net Change Other reflected above includes those options that have lapsed, options issued pursuant to rights issues and options purchased or sold on market during the year under review.
2Dr Allan Godsk Larsen held 118,694 Options prior to becoming a Director (Key Management Person). Mr Don Grantham Jr resigned from the Company during the year.
ASX Code: TAS
Page 20 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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Shareholdings
Number of Shares held in the Tasman Resources Ltd by Key Management Personnel - 2023
| G Solomon D Solomon G Le Page L Nikeas S Dunmead A Gates J Scoringe D Grantham Jr Total |
Balance 30.6.2022 Received as Compensation Options Exercised Net Change Other1 Balance 30.6.2023 114,165,258 - - 15,470,658 129,635,916 117,744,018 - - 14,718,004 132,462,022 1,874,062 - - - 1,874,062 - - - - - - - - - - 1,312,500 - - (1,312,500) - - - - - - - - - - - |
|---|---|
| 235,095,838 - - 28,876,162 263,972,000 |
1 Net Change Other refers to shares purchased or sold during the financial year. Mr Aaron Gates resigned during the period.
Number of Shares held in Eden Innovations Ltd by Key Management Personnel - 2023
| G Solomon D Solomon L Nikeas S Dunmead A Larsen D Grantham Jr A Gates J Scoringe Total |
Balance 30.6.2022 Received as Compensation Options Exercised Net Change1 Other Balance 30.6.2023 55,293,891 - - 24,999,999 80,293,890 47,465,292 - - 24,999,996 72,465,288 4,297,334 3,200,000 - (7,497,334) - 5,297,334 3,200,000 - (8,497,334) - - 1,666,667# - 3,288,164 4,954,831 10,000,000 5,000,000# - (15,000,000) - 1,392,500 - - (1,392,500) - - 1,200,000# - - 1,200,000 |
|---|---|
| 123,746,351 14,266,667 - 20,900,991 158,914,009 |
1Net Change Other refers to shares purchased or sold during the financial year. Mr Lazaros Nikeas, Mr Stephen Dunmead, Mr Don Grantham Jr, and Mr Aaron Gates resigned during the period. Dr Allan Godsk Larsen was awarded shares in his capacity as Chief Scientist and Manager of International Business prior to being appointed as a Director.
Per the conditions of the Employee Share Scheme, shares issued on the 9[th] of January 2023 remain in voluntary escrow until 31 December 2023.
ASX Code: TAS
Page 21 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ REPORT
Options
| DIRECTORS’ REPORT Options |
DIRECTORS’ REPORT Options |
|---|---|
| At the date of this report, the unissued ordinary shares of the Group under option are as follows: Company Issue Date Date of Expiry Exercise Price Number under Option Tasman Resources Ltd Various 7 August 2023 $0.05 76,370,195 Tasman Resources Ltd 22 September 2020 21 September 2023 $0.044 1,000,000 Eden Innovations Ltd 2 December 2020 1 December 2023 $0.04379 6,850,762 Eden Innovations Ltd Various 7 October 2024 $0.05 111,869,645 Eden Innovations Ltd 10 June 2022 28 April 2025 $0.026 77,270,989 Eden Innovations Ltd 11 September 2023 11 September 2026 $0.009 243,333,333 516,694,924 |
|
Company Issue Date Date of Expiry Exercise Price Tasman Resources Ltd Various 7 August 2023 $0.05 Tasman Resources Ltd 22 September 2020 21 September 2023 $0.044 Eden Innovations Ltd 2 December 2020 1 December 2023 $0.04379 Eden Innovations Ltd Various 7 October 2024 $0.05 Eden Innovations Ltd 10 June 2022 28 April 2025 $0.026 Eden Innovations Ltd 11 September 2023 11 September 2026 $0.009 |
|
| 516,694,924 |
No person entitled to exercise an option had or has any right by virtue of the option to participate in any share issue of any other body corporate.
Directors’ Meetings
During the financial year, 2 meetings of directors were held. Attendance by each director during the year was as follows:
| Number eligible to attend | Number attended | Circulatory Resolutions | |
|---|---|---|---|
| Gregory H Solomon | 2 | 2 | 4 |
| Douglas H Solomon | 2 | 2 | 4 |
| Guy T Le Page | 2 | 2 | 4 |
Due to the nature of the operations and the size of the board, all the directors were in close communication throughout the year and most matters were attended to by way of circulatory resolution rather than formal directors meetings.
Indemnifying Officers
The Company has paid premiums to insure the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The total premium paid for the year was $103,700.
Proceedings on Behalf of Group
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
Non-audit Services
No non-audit services were completed by the external auditors and no fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2023.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2023 has been received and can be found on page 23.
Signed in accordance with a resolution of the Board of Directors.
Gregory H Solomon
Dated this 21[st] day of September 2023
ASX Code: TAS
Page 22 of 51
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Auditor’s independence declaration under section 307C of the Corporations Act 2001 To the directors of Tasman Resources Ltd
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2023 there have been:
-
(i) no contraventions of the auditor’s independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
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Nexia Perth Audit Services Pty Ltd
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M. Janse Van Nieuwenhuizen Director
Perth
- 21 September 2023
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23
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR YEAR ENDED 30 JUNE 2023
| Note Revenue 2A Other income 2B Raw materials and consumables used Changes in inventories Consultants Depreciation and amortisation expense Employee benefits expense 3 Finance costs Impairment expense 10 Management fees Other financial items 4 Travel and accommodation Other expenses Loss before income tax for the year Income tax (expense)/benefit 5 Loss for the year Other Comprehensive Income / (Loss), net of income tax Items that may be reclassified subsequently to profit or loss Foreign currency translation reserve Gain/(Loss) on financial asset measured at fair value 11 Income tax relating to comprehensive income Total Other Comprehensive Income / (Loss), net of tax Total Comprehensive Income / (Loss) Profit/(Loss) attributable to: Owners of the parent Non-controlling interests Total Comprehensive Income / (Loss) attributable to: Owners of the parent Non-controlling interests Basic/Diluted loss per share (cents per share) 6 |
Consolidated Group 2023 $ 2022 $ 4,701,130 4,149,161 55,752 854,924 (1,901,273) (1,938,975) 332,176 615,245 (702,301) (697,455) (1,103,903) (1,414,245) (4,498,763) (5,047,174) (1,681,206) (725,994) (10,180,087) - (521,000) (504,000) 11,916 (1,836) (289,783) (338,660) (2,759,387) (2,205,563) |
|---|---|
| (18,536,729) (7,254,572) - - |
|
| (18,536,729) (7,254,572) |
|
| (37,484) 812,360 (1,847,549) (485,312) - - |
|
| (1,885,033) 327,048 |
|
| (20,421,762) (6,927,524) |
|
| (5,718,753) (2,600,891) (12,817,976) (4,653,681) |
|
| (18,536,729) (7,254,572) |
|
| (7,566,302) (2,842,627) (12,855,460) (4,084,897) |
|
| (20,421,762) (6,927,524) |
|
| (0.8370) (0.3875) |
The accompanying notes form part of these financial statements.
ASX Code: TAS
Page 24 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023
| Note ASSETS CURRENT ASSETS Cash and cash equivalents 7 Trade and other receivables Inventories Assets held available for sale 8 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Exploration and evaluation expenditure 9 Intangibles 10 Investments 11 Property, plant and equipment 12 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 13 Interest bearing liabilities 14 Other liabilities Provisions 15 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Interest bearing liabilities 14 Other liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 16 Reserves 17 Accumulated losses Parent’s interest Non-controlling interest TOTAL EQUITY |
Consolidated Group 2023 $ 2022 $ 2,736,278 2,300,831 278,340 733,440 2,480,112 2,563,345 1,856,662 - 923,401 188,309 |
|---|---|
| 8,274,793 5,785,925 |
|
| 14,250,931 14,250,931 390,747 9,987,272 958,270 2,640,315 8,543,645 10,787,198 |
|
| 24,143,593 37,665,716 |
|
| 32,418,386 43,451,641 |
|
| 1,417,903 1,002,589 10,278,878 4,911,084 99,410 116,194 724,902 229,414 |
|
| 12,521,093 6,259,278 |
|
| 40,617 - 89,441 107,083 |
|
| 130,058 107,083 |
|
| 12,651,151 6,366,361 |
|
| 19,767,235 37,085,280 |
|
| 42,106,476 41,772,582 18,125,689 18,155,700 (43,857,063) (36,290,761) |
|
| 16,375,102 23,637,521 3,392,133 13,447,759 |
|
| 19,767,235 37,085,280 |
The accompanying notes form part of these financial statements.
ASX Code: TAS
Page 25 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2023
Attributable to owners of the Company
| Issued | Asset | Option | Foreign | Other Equity | Accumulated | Non- | Total | |
|---|---|---|---|---|---|---|---|---|
| Capital | Revalu- | Reserve | Currency | Losses | controlling | |||
| ation | Trans- | Interests | ||||||
| Reserve | lation | |||||||
| Reserve | ||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |
| Balance at 30 June 2021 | 41,772,582 | 201,586 | 1,988,481 | 333,989 |
15,860,975 |
(33,689,870) | 12,637,307 | 39,105,050 |
| Issue of equity in subsidiary | - | - | - | - |
- |
- | 4,907,754 | 4,907,754 |
| Change in ownership of | ||||||||
| subsidiary | - | - | - | - |
12,405 |
- | (12,405) | - |
| Loss for the year | - | - | - | - |
- |
(2,600,891) | (4,653,681) | (7,254,572) |
| Other comprehensive | ||||||||
| income | - | (485,312) | - | 243,576 |
- |
- | 568,784 | 327,048 |
| Total comprehensive loss | - | (485,312) | - | 243,576 |
- |
(2,600,891) | (4,084,897) | (6,927,524) |
| Balance at 30 June 2022 | 41,772,582 | (283,726) | 1,988,481 | 577,565 |
15,873,380 |
(36,290,761) | 13,447,759 | 37,085,280 |
| Shares issued during the | - | |||||||
| year, net of issue costs | 333,894 | - | - |
- |
- | - | 333,894 | |
| Options granted as | - | |||||||
| compensation | - | 5,000 | - |
- |
- | - | 5,000 | |
| Issue of equity in subsidiary | - | - | - | - |
- |
- | 2,764,823 | 2,764,823 |
| Change in ownership of | - | |||||||
| subsidiary | - | - | - |
(24,415) |
- | 24,415 | - | |
| Loss for the year | - | - | - | - |
- |
(5,718,753) | (12,817,976) | (18,536,729) |
| Other comprehensive | - | |||||||
| income | - | - | (10,595) |
- |
(1,847,549) | (26,889) | (1,885,033) | |
| Total comprehensive loss | - | - | - | (10,595) |
- |
(7,566,702) | (12,844,865) | (20,421,762) |
| Balance at 30 June 2023 | ||||||||
| 42,106,476 | (283,726) | 1,993,481 | 566,970 |
15,848,965 |
(43,857,063) | 3,392,132 | 19,767,235 |
The accompanying notes form part of these financial statements.
ASX Code: TAS
Page 26 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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CONSOLIDATED STATEMENT OF CASH FLOWS FOR YEAR ENDED 30 JUNE 2023
| Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest paid Interest received Net cash used in operating activities 25 CASH FLOWS FROM INVESTING ACTIVITIES Exploration and evaluation expenditure 9 Investment in listed entities Payments for development of intangible assets Purchase of property, plant and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares, net of issue costs Proceeds from borrowings Repayment of borrowings Net cash provided by financing activities Net increase / (decrease) in cash held Net increase / (decrease) due to foreign exchange movements Cash at beginning of financial year Cash at end of financial year 7 |
Consolidated Group 2023 $ 2022 $ 5,092,802 4,251,070 (9,172,466) (10,510,126) (570,843) (371,362) 51,538 23,417 |
|---|---|
| (4,598,969) (6,607,001) |
|
| (30,513) (30,235) (165,504) (215,156) (838,621) (1,443,116) (79,645) (36,552) |
|
| (1,114,283) (1,725,059) |
|
| 2,929,509 3,454,840 4,257,109 1,170,711 (1,038,562) (120,600) |
|
| 6,148,056 4,504,951 |
|
| 434,804 (3,827,109) 643 115,787 2,300,831 6,012,153 |
|
| 2,736,278 2,300,831 |
The accompanying notes form part of these financial statements.
ASX Code: TAS
Page 27 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 . The financial report of Tasman Resources Ltd and its controlled entities complies with all International Financial Reporting Standards (IFRS) in their entirety.
The financial report covers the consolidated Group of Tasman Resources Ltd and its controlled entities (“the Group”) as at and for the year ended 30 June 2023. Tasman Resources Ltd is a listed public company, incorporated and domiciled in Australia. The Group is a for-profit entity and primarily is involved in mineral exploration in South Australia and technology solutions through its subsidiary Eden Innovations Ltd.
The financial report was authorised for issue on the 21[st] September 2023 by the board of directors.
The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of Preparation
The accounting policies set out below have been consistently applied to all years presented.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. These consolidated financial statements are presented in Australian dollars, which is Tasman Resources Ltd’s and Eden Innovations Ltd’s functional currency. The functional currencies of Eden Innovations Ltd’s subsidiaries are USD and INR.
Going Concern
The Group has reported a net loss (which includes $10,180,087 by way of a non-cash impairment of carrying value of the Group’s intellectual property, which may be reversed in the event of increases to the Group’s revenue as provided under the provisions of AASB136) for the year of $18,536,729 (2022: $7,254,572), a cash outflow from operating activities of $4,598,969 (2022: $6,607,001) and a net working capital deficit of $4,246,300 (2022: $473,353). The directors are confident that the Group, subject to being able to raise further capital by way of further equity raising, through debt financing and/or through the sale of the Eden’s real estate located in Georgia USA, will be able to continue its operations as a going concern.
Based on the Group’s cashflow forecast, without such capital or additional funding, the net loss for the year and the cash outflow from operating activities indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. The continuing applicability of the going concern basis of accounting is dependent upon the Group’s ability to source additional finance. Unless additional finance is received the Group may need to realise assets and settle liabilities other than in the normal course of business and at amounts which could differ from the amounts at which they are stated in these financial statements.
The consolidated financial statements do not include any adjustment relative to the recoverability and classification of recorded asset amounts, or the amounts of classification of liabilities that might be necessary should the Group not continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities the realisation of assets and extinguishment of liabilities in the ordinary course of business.
Accounting Policies
a. Principles of Consolidation
A controlled entity is any entity Tasman Resources Ltd is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. A list of controlled entities is contained in Note 23 to the financial statements. All controlled entities have a June financial year-end.
All inter-company balances and transactions between entities in the consolidated Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent. Non-controlling interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.
b . Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
ASX Code: TAS
Page 28 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. Income Tax continued
No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply when the asset is realised or liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised.
Tasman Resources Ltd and Noble Energy Pty Ltd, its wholly-owned Australian subsidiary, have formed an income tax consolidated Group under the tax consolidation regime. The Group notified the Australian Tax Office that it had formed an income tax consolidated Group to apply from 1 July 2005. The tax consolidated Group has entered a tax sharing agreement whereby each company in the Group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated Group.
c. Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Costs are assigned on the basis of first-in, first-out.
d. Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Property, plant and equipment are initially recognised at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by the Group’s management.
The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The depreciation rates used for each class of depreciable assets are:
Plant and equipment 6-33% straight line Buildings 4% straight line
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other Comprehensive Income.
e. Non-current assets or disposal groups classified as held for sale
Non-current assets and /assets of disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying amount and fair value less costs of disposal. For non-current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in their present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of a non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss previously recognised.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of assets held for sale continue to be recognised. Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented separately on the face of the statement of financial position, in current assets. The liabilities of disposal groups classified as held for sale are presented separately on the face of the statement of financial position, in current liabilities.
f. Exploration and Evaluation Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward where the right to tenure is current and to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
ASX Code: TAS
Page 29 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
g.[Intangibles ]
Research
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably.
Intellectual Property
Intellectual property, which includes trademarks and engineering knowledge, is included in the financial statements at cost, being their fair value on acquisition. Intellectual property and trademarks are only amortised or written down where the useful lives are limited or impaired by specific circumstances, in such cases amortisation is charged on a straight-line basis over their useful lives and write downs are charged fully when incurred. The directors have assessed the useful life of the intellectual property and have estimated that it has a finite useful life of 10 to 20 years.
h.[Financial Instruments ]
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the financial instrument. Financial assets are initially measured at fair value adjusted for transaction costs.
Classification and subsequent measurement
For the purpose of subsequent measurement, financial assets are classified into the following categories:
-
amortised cost;
-
fair value through profit or loss (FVTPL);
-
equity instruments at fair value through other comprehensive income (FVOCI); and
-
debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items. The classification is determined by both the entity’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
-
they are held within a business model whose objective is to hold the financial assets to collect its contractual cash flows; and
-
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The entity’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.
Trade and other receivables
The entity makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the entity uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses.
Classification and measurement of financial liabilities
The entity’s financial liabilities include trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method. All interestrelated charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.
Derecognition
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Impairment
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.
ASX Code: TAS
Page 30 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
i. Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is based on the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Nonmonetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the Statement of Profit or Loss and Other Comprehensive Income, except where deferred in equity as a qualifying cash flow or net investment hedge. Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:
-
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
-
income and expenses are translated at average exchange rates for the period; and
-
retained earnings are translated at historic rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the balance sheet. These differences are recognised in the Statement of Profit or Loss and Other Comprehensive Income in the period in which the operation is disposed of. Intercompany loans are treated as investments for foreign currency translation purposes.
j. Impairment of Assets
At each reporting date, the Group reviews the carrying values of its non-financial tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
k. Employee Benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
Equity-settled compensation
The Group operates a number of share-based compensation plans. These include both a share option arrangement and an employee share scheme. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the Statement of Profit or Loss and Other Comprehensive Income. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares of the options granted.
l.[Provisions ]
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
m. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments and bank overdrafts.
ASX Code: TAS
Page 31 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
n. Revenue
Revenue is recognised when or as the Group transfers control of products or provides services to a customer at the amount to which the Group expects to be entitled as the performance obligation is met. If the consideration includes a variable component, the expected consideration is adjusted for the estimated impact of the variable component at the point of recognition and re-estimated at every reporting period. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
o. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
p. Segment reporting
Segment results that are reported to the Group’s board of directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
q. Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
r. New accounting standards and interpretations
New and amended standards adopted by the Group
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current year. The new and revised Standards and amendments thereof and Interpretations do not have any material impact on the disclosures or on the amounts recognised in the Group's consolidated financial statements.
Impacts of standards issued but not yet adopted by the Group
A number of new standards and amendments to standards are effective for annual periods beginning after 1 July 2023, and have not been applied in preparing these consolidated financial statements. Management are of the view that these standards and amendments will not have a significant impact on the financials.
s. Key estimates
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and internally.
Key Estimates – Exploration and evaluation
The Group’s policy for exploration and evaluation is discussed in Note 1(f). The application of this policy requires management to make certain assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. At the date of this report the Group has sufficient reason to believe:
-
rights to explore in specific areas, once expired, will be renewed;
-
substantive expenditure on exploration and evaluation in specific areas has been budgeted;
-
exploration in specific areas is ongoing and the Group has not decided to discontinue; and
-
no specific sufficient data exists that indicates that the carrying amount of the exploration and evaluation asset is unlikely to be recovered.
Key Estimates — Impairment
The Group assesses impairment of finite intangible assets and property, plant & equipment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. During the period, the Group noted impairment indicators and impaired its intangible assets consistent with the requirements of AASB136. Details of the impairment are detailed in note 10 to the financial statements.
Key Estimates — Share-based payment transactions
The consolidated entity measures the cost of equity settled transactions with suppliers by reference to the fair value of the equity instruments as at the date at which they are granted. When a market value is not available the fair value is determined using a Black-Scholes model. Refer to Note 3b for the inputs to the Black-Scholes model.
ASX Code: TAS
Page 32 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
| NOTE 2A: REVENUE EdenCrete® sales OptiBlend® sales and services Total Revenue NOTE 2B: OTHER INCOME Debt forgiveness Interest Sundry Income Total Other Income NOTE 3: EMPLOYEE BENEFITS a. Employee benefits expense Expenses recognised for employee benefits are analysed below: Short-term employee benefits Post-employment benefits Share based payments – portion vested during the year Total |
2023 $ 2022 $ 1,278,606 1,599,707 3,422,524 2,549,454 |
|---|---|
| 4,701,130 4,149,161 |
|
| - 849,521 51,538 5,124 4,214 - |
|
| 55,752 854,645 |
|
| (3,944,609) (4,260,274) (378,449) (237,645) (175,705) (549,255) |
|
| (4,498,763) (5,047,174) |
b. Share-based Employee Remuneration
All options granted to key management personnel are for ordinary shares in either Tasman Resources Ltd (“Tasman”) or Eden Innovations Ltd (“Eden”), which confer a right of one ordinary share for every option held.
1,000,000 Tasman unlisted options exercisable at $0.044 and expiring 21 September 2023 were outstanding at 30 June 2023. 1,000,000 Tasman unlisted options were issued during the year, exercisable at $0.026 and expiring 1 January 2026. The Eden unlisted options outstanding at 30 June 2023 had a weighted average exercise price of $0.035 (2022: $0.065) and a weighted average remaining contractual life of 1.4 years (2022: 0.5 years).
Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future volatility, which may not eventuate. Volatility of 100% - 111% and a risk free rate of 0.25-3.10% were used in the Black-Scholes model. The life of the options is based on the historical exercise patterns, which may not eventuate in the future.
No options were exercised during the year ended 30 June 2023. Included under employee benefits expense in the statement of profit or loss and other comprehensive income is $175,705 (2022: $549,255) which relates, in full, to equity settled share-based payment transactions. Nil relates to options (2022: Nil), $175,705 relates to shares (2022: $549,255).
| Tasman’s Options Outstanding at the beginning of the year Granted Exercised Outstanding at year-end Exercisable at year-end Eden’s Options Outstanding at the beginning of the year Granted Lapsed Outstanding at year-end Exercisable at year-end |
2023 2022 Number of Options Weighted Avg Exercise Price Number of Options Weighted Avg Exercise Price $ $ 1,000,000 0.044 1,000,000 0.044 1,000,000 0.026 - - - - - - |
|---|---|
| 2,000,000 0.035 1,000,000 0.044 |
|
| 2,000,000 0.035 1,000,000 0.044 1,000,000 0.065 1,000,000 0.065 - - - - (1,000,000) 0.065 - - |
|
| - - 1,000,000 0.065 |
|
| - - 1,000,000 0.065 |
ASX Code: TAS
Page 33 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE | 2023 | |
|---|---|---|---|
| 2023 | 2022 | ||
| NOTE | 4: OTHER FINANCIAL ITEMS | $ | $ |
| Foreign exchange gain / (loss) | 11,916 | (1,836) | |
| Total | 11,916 | (1,836) |
NOTE 5: INCOME TAX EXPENSE
a. The prima facie tax on profit/(loss) from ordinary activities before income tax is reconciled to the income tax as follows:
| Prima facie tax payable on profit/(loss) from ordinary activities at 25% (2022: 26%) Tax effect of: — Non-deductible expenses — Current year tax loss not recognised — Current year temporary differences not recognised — Difference in overseas tax rate Income tax expense / (benefit) reported in the Statement of Profit or Loss and Other Comprehensive Income Components of deferred tax Unrecognised deferred tax asset – losses Capital raising costs Property, plant and equipment Provisions and accruals Exploration and evaluation Intangibles Share based payments Total unrecognised deferred tax assets |
(4,634,182) (1,886,189) |
|---|---|
| (4,634,182) (1,886,189) 3,052,200 46,363 1,237,331 1,692,430 (59,007) (29,508) 403,658 176,904 |
|
| - - |
|
| 37,808,339 38,035,148 361,582 240,975 (1,261,552) (1,144,693) 114,431 142,884 (3,555,103) (3,705,241) (2,616,892) (3,083,473) 532,807 543,207 |
|
| 31,383,612 31,028,807 |
- b. Components of deferred tax
Deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised. The benefit of the tax losses will only be obtained if the Group complies with conditions imposed by the tax legislation.
| NOTE 6: EARNINGS PER SHARE Basic/ Diluted loss per share – cents per share a. Reconciliation of earnings to profit or loss Profit/(loss) attributable to the parent entity Earnings used to calculate basic EPS |
2023 cents 2022 cents (0.8370) (0.3875) $ $ (5,718,753) (2,600,891) |
|---|---|
| (5,718,753) (2,600,891) No. No. |
b. Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS 683,213,267 671,152,266 The effect of share options on issue is not potentially dilutive at 30 June 2023 or 30 June 2022.
ASX Code: TAS
Page 34 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE | 2023 |
|---|---|---|
| NOTE 7: CASH AND CASH EQUIVALENTS | 2023 | 2022 |
| $ | $ | |
| Cash at bank and in hand | 2,736,278 | 2,300,831 |
| 2,736,278 | 2,300,831 | |
| Reconciliation of cash |
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows:
| financial position as follows: | |
|---|---|
| Cash and cash equivalents NOTE 8: ASSETS HELD FOR SALE At cost Less Depreciation Carrying amount at 30 June 2023 |
2,736,278 2,300,831 |
| 2,736,278 2,300,831 |
|
| 1,952,244 - (95,582) - |
|
| 1,856,662 - |
Assets classified as held for sale are represented at the lower of cost or realisable value consistent with IFRS 5. The Group continues to seek a buyer for its Augusta, Georgia property with increasing interest from a number of parties noted. It is anticipated that the value realised upon sale of the assets will be significantly higher than their carrying value.
NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE
| NOTE 9: EXPLORATION AND EVALUATION EXPENDITURE | |
|---|---|
| Balance at the beginning of the financial year Expenditure incurred during the year Less provision for impairment Balance at the end of the financial year |
14,250,931 14,245,063 30,513 30,235 (30,513) (24,367) |
| 14,250,931 14,250,931 |
Recoverability of the carrying amount of exploration assets is dependent on the successful development and commercial exploitation or sale of respective mining areas.
The Company’s exploration tenements include areas subject to native title claims. As a result, mining and exploration activities may be subject to exploration and mining restrictions or compensation payments.
| Capitalised costs included in cash flows from investing activities in the cash flow statement NOTE 10: INTANGIBLE ASSETS Intellectual property Accumulated amortisation Accumulated impairment expenses Net carrying value Balance at the beginning of the year Additions Amortisation expense Impairment expense Carrying amount at the end of the year |
30,513 30,235 |
|---|---|
| 23,068,198 22,229,577 (3,068,844) (2,813,785) (19,608,607) (9,428,520) |
|
| 390,747 9,987,272 |
|
| 9,987,272 9,123,044 838,621 1,484,352 (255,059) (620,124) (10,180,087) |
|
| 390,747 9,987,272 |
Intellectual property relates to pyrolysis technology, EdenCrete®, EdenPlast[TM] and OptiBlend®. Capitalised costs amounting to $952,892 (2022: $1,443,116) have been included in cash flows from investing activities in the statement of cash flows.
ASX Code: TAS
Page 35 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 10: INTANGIBLE ASSETS (CONTINUED)
During the reporting period, the Company performed relevant impairment testing of its EdenCrete® cash-generating unit, consistent with impairment indicators as noted by AASB136 that occurred during the period. Management tested the recoverable amount of the EdenCrete® CGU adopting the value-in-use method over a five-year period using the following key assumptions:
-
A terminal growth rate applicable to the trading environment of 2.13%.
-
The discount rate applied to expected future net cash flows was 17.96%.
-
Revenue forecasts based on current year revenue, pipeline clientele and projections of 35% per annum growth. During the period, revenue generated from the sale of EdenCrete® products was impacted by a number of factors that resulted in the EdenCrete® revenue being less than the budgeted levels. These factors included shortages of both cement and haulage capability in the USA, significant focus by the Company on a retail launch of EdenCrete® which failed to generate the budgeted levels of demand, and an extremely harsh winter that resulted in a considerable reduction in the amount of construction work that was able to be undertaken. It is anticipated that revenue from EdenCrete® sales will continue to increase both in the USA and Internationally as market conditions improve.
The Company assessed that the recoverable value of its CGU was less than its carrying value at the reporting date and accordingly an impairment of $10,180,087 was recognised against the intangible asset, bringing the carrying value of the CGU’s intangible asset to nil. As a result of the impairment noted above, any future events that result in significant incremental changes to forward assumptions would accordingly result in a reversal of the impairment charge.
NOTE 11: INVESTMENTS
| Investment in equity instruments – Conico Ltd shares and options NOTE 12: PROPERTY, PLANT AND EQUIPMENT Cost Balance 1 July 2022 Additions Reclassified as Assets held for sale (refer note 8) Disposals Net exchange differences Balance 30 June 2023 Depreciation and impairment Balance 1 July 2022 Depreciation Reclassified as Assets held for sale (refer note 8) Disposals Net exchange differences Balance 30 June 2023 Carrying amount at 30 June 2023 Cost Balance 1 July 2021 Additions Disposals Net exchange differences Balance 30 June 2022 Depreciation and impairment Balance 1 July 2021 Depreciation Disposals Net exchange differences Balance 30 June 2022 Carrying amount at 30 June 2022 |
958,270 2,640,315 958,270 2,640,315 Land and buildings $ Plant and equipment $ Total $ 7,134,307 8,043,790 15,178,097 - 102,306 102,306 (1,952,244) - (1,952,244) - (113,716) (113,716) 278,701 310,574 589,275 |
958,270 2,640,315 |
|---|---|---|
| 958,270 2,640,315 |
||
| 5,460,764 8,342,954 13,803,718 (1,149,715) (3,241,184) (4,390,898) (235,852) (639,179) (875,031) 95,582 - 95,582 - 91,331 91,331 (48,621) (132,436) (181,057) |
||
| (1,338,606) (3,921,467) (5,260,073) |
||
| 4,122,158 4,421,487 8,543,645 |
||
| 6,537,410 7,438,535 13,975,945 - 207,651 207,651 - (164,261) (164,261) 596,897 561,864 1,158,761 |
||
| 7,134,307 8,043,790 15,178,097 (842,260) (2,498,980) (3,341,240) (218,822) (613,300) (832,122) - 116,389 116,389 (88,633) (245,292) (333,924) |
||
| (1,149,715) (3,241,184) (4,390,898) |
||
| 5,984,592 4,802,606 10,787,198 |
Capitalised costs amounting to $79,645 (2022: $36,552) have been included in cash flows from investing activities in the statement of cash flows for the Consolidated Group.
ASX Code: TAS
Page 36 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR | ENDED 30 JUNE | 2023 |
|---|---|---|
| 2023 | 2022 | |
| NOTE 13: TRADE AND OTHER PAYABLES | $ | $ |
| Trade and other payables | 1,417,903 | 1,002,586 |
| 1,417,903 | 1,002,586 | |
| Refer to note 27 for further information on financial instruments. | ||
| NOTE 14: INTEREST BEARING LIABILITIES | ||
| Dumont Way property purchase loan (2ndmortgage over the Dumont Way property, | ||
| 4% interest rate, denominated in USD) | - | 530,530 |
| SBA Loan (Unsecured, 1% interest rate, denominated in USD) | - | 39,090 |
| SnowPoint Loan (Secured over all 3 properties, 11% interest rate, denominated in | - | 4,341,464 |
| USD) | ||
| Arkenstone Pty Ltd2and March Bells Pty Ltd3(Unsecured, 9.97% interest rate, | 600,000 | - |
| denominated in AUD, at call) | ||
| iBorrow REIT, LP Loan (Secured over all 3 properties, 9.75% interest rate, | ||
| denominated in USD, renewed to 7 August 2024 subsequent to the period) | 9,678,878 | - |
| Total current portion | 10,278,878 | 4,911,084 |
| SBA Loan (Unsecured, 1% interest rate, denominated in USD, due 2025) | 40,617 | - |
| Total non-current portion | 40,617 | - |
| Total | 10,319,495 | 4,911,084 |
| Opening Balance | 4,911,084 | 5,257,269 |
| Proceeds from borrowing, net of borrowing costs | 9,330,905 | 231,137 |
| Repayment of borrowings | (5,070,650) | (231,137) |
| Borrowing costs expensed | 739,915 | 131,845 |
| Loan forgiveness1 | - | (849,521) |
| FX (gain) / loss | 408,241 | 371,491 |
| Closing balance | 10,319,495 | 4,911,084 |
1 Non-cash transaction, refer Note 2B 2 Mr Gregory Solomon is a director of Arkenstone Pty Ltd as Trustee for the GH Solomon Family Investment Trust 3 Mr Douglas Solomon is a director of March Bells Pty Ltd as Trustee for the DH Solomon Family Trust
NOTE 15: PROVISIONS
| NOTE 15: PROVISIONS | ||||
|---|---|---|---|---|
| Provisions for staff entitlements and warranties | 164,240 | 229,414 | ||
| Provision for tax (foreign jurisdiction) | 560,662 | - | ||
| 724,902 | 229,414 | |||
| NOTE 16: ISSUED CAPITAL | ||||
| 712,669,288 (2022: 671,152,266 fully paid ordinary | shares) | 42,106,476 | 41,772,582 | |
| 42,106,476 | 41,772,582 | |||
| a.Ordinary shares | 2023 | 2022 | 2023 | 2022 |
| No. | No. | $ | $ | |
| At the beginning of reporting period | 671,152,266 | 671,152,266 | 41,772,582 | 41,772,582 |
| Shares issued during the year | 41,517,022 | - | 333,894 | - |
| At reporting date | 712,669,288 | 671,152,266 | 42,106,476 | 41,772,582 |
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
ASX Code: TAS
Page 37 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 16: ISSUED CAPITAL (CONTINUED)
b. Options
| Options At the beginning of reporting period Options issued during the year Options exercised Options lapsed At reporting date |
Tasman Eden 2023 No. 2022 No. 2023 No. 2022 No. 77,370,195 77,370,195 246,535,140 69,394,506 1,000,000 - 236,375,000 189,172,832 (42,659) - (20,525) (32,198) - - (50,543,744) (12,000,000) |
| 78,327,536 77,370,195 432,345,871 246,535,140 |
For information relating to the Group’s employee option plan and options issued to key management personnel during the financial period, refer to Note 3b Share-based Employee Remuneration.
c. Capital Management
Management controls the working capital of the Group in order to maximise the return to shareholders and ensure that the Group can fund its operations and continue as a going concern. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in responses to changes in these risks and in the market. These responses include the management of expenditure and debt levels and share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.
NOTE 17: RESERVES
a. Option Reserve
The option reserve records items recognised as expenses on valuation of share options.
b. Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange differences arising on the translation of foreign controlled subsidiaries.
c. Other Equity
This reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.
d. Revaluation Reserve
This reserve is used to record investments in equity instruments at fair value.
NOTE 18: CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Directors are not aware of any contingent assets or contingent liabilities at 30 June 2023.
NOTE 19: EVENTS AFTER THE BALANCE SHEET DATE
On 12 July 2023, the Company (via its 100% owned subsidiary Noble Energy Pty Ltd), entered into a loan of $2,300,000 (“Noble Loan”) to Eden, to enable Eden US to (amongst other things) reduce the principal sum, and pay the renewal fee and interest reserve replenishment associated with the iBorrow renewal (see below). The Noble Loan, which is unsecured and repayable on demand attracts interest at 9.97% per annum.
On 1 August 2023, Eden exercised its option to extend its secured debt financing agreement with iBorrow REIT, LP for a further 12-month period. Consistent with the terms of the renewal, the principal amount was reduced by US$675,000 (A$1,018,100) with the remaining principal of US$5,800,000 (A$8,748,115) due on 7 August 2024. A renewal fee of USD$60,750 (A$91,629), legal fees and replenishment of the debt holder’s Interest reserve of $359,032 (A$541,526) was also paid. The note continues to bear interest at a rate of 9.75% per annum, payable monthly in advance, and is secured by all three of Eden’s freehold properties and is guaranteed by Eden Innovations Ltd.
On 11 September 2023, Eden announced it had issued 366,666,665 shares and 183,333,333 free attaching new options (listed on the ASX as “EDEOD”) to investors at $0.003 per share raising $1,100,000 before costs (“September Placement”). Brokers fees of 6% placement fee and the issue of 60 million EDEOD options were payable on completion of the placement. The EDEOD options are exercisable at $0.009 on or before 11 September 2026 in return for one ordinary share in the Company.
ASX Code: TAS
Page 38 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 19: EVENTS AFTER THE BALANCE SHEET DATE (CONTINUED)
Consistent with the terms agreed under the mandate with Peak Asset Management, Noble Energy Pty Ltd (‘Noble”), a wholly owned subsidiary of Tasman Resources Ltd, has agreed to convert $1.2 million (the “Conversion Sum”) of the Noble Loan into ordinary fully paid shares with free attaching options, to be issued at the same price and on the same terms as the abovementioned September Placement, subject to Eden shareholder approval at a general meeting to be convened after completion of the placement.
Subject to Eden shareholder approval, the conversion of the $1.2 million Conversion Sum owed by Eden to Noble will take place in two tranches:
-
An initial tranche of $880,000 will be converted forthwith upon shareholder approval, thereby increasing Noble’s holding shareholding in Eden from 28.27% to 31.19% of the total shares in Eden; and
-
Only after the conversion of a further $320,000 of the Noble Loan into ordinary fully paid shares and attaching options will be exempt under item 9 of the table in s.611 of the Act and subject to and conditional upon the conversion not contravening s.606 of the Act, the balance of $320,000 will be converted not less than six months after the initial conversion has been completed.
There were no other material events occurring after the reporting date.
| NOTE 20: COMMITMENTS a. Capital Expenditure Commitments — not later than 12 months — greater than 12 months |
2023 $ 2022 $ - - - - |
|---|---|
| - - |
b. Other Commitments
Other than as disclosed in Note 14 to the Financial Statements, the Group has no other commitments.
c. Exploration commitments:
In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum exploration work to meet the requirements specified by the South Australian State government. It is anticipated that minimum expenditure commitments for the twelve months will be tenement rentals of $4,500 (2022: $7,500) and exploration expenditure of $4,600 (2022: $100,000).
NOTE 21: RELATED PARTY TRANSACTIONS
| NOTE 21: RELATED PARTY TRANSACTIONS | ||
|---|---|---|
| Transactions between related parties are on normal commercial terms. | 2023 | 2022 |
| a.Key Management Personnel | $ | $ |
| Management and administration fees paid/payable to Princebrook Pty Ltd, a | ||
| company in which Mr GH Solomon and Mr DH Solomon have an interest. | 521,000 | 504,000 |
| Legal fees paid to Solomon Brothers, a firm of which Mr GH Solomon and | ||
| Mr DH Solomon are partners. | 34,517 | 34,517 |
| b. Interest Bearing Liabilities | ||
| Loan proceeds payable to Arkenstone Pty Ltd2and March Bells Pty Ltd3 | ||
| (refer note 14) | 600,000 | - |
| 2Mr Gregory Solomon is a director of Arkenstone Pty Ltd as Trustee for | ||
| the GH Solomon Family Investment Trust | ||
| 3Mr Douglas Solomon is a director of March Bells Pty Ltd as Trustee for the | ||
| DH Solomon Family Trust | ||
| NOTE 22: AUDITORS’ REMUNERATION | ||
| Remuneration of the auditor of the Group for: | ||
| — auditing or reviewing the financial report | 91,800 | 68,860 |
| — other services | - | - |
| Remuneration of other auditors | ||
| — auditing or reviewing the financial report | 77,041 | 75,086 |
| — other services | - | - |
ASX Code: TAS
Page 39 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 23: CONTROLLED ENTITIES
| NOTE 23: CONTROLLED ENTITIES | |||
|---|---|---|---|
| Country of | Percentage | Owned (%)* | |
| Subsidiaries of Tasman Resources Ltd: | Incorporation | 2023 | 2022 |
| Noble Energy Pty Ltd | Australia | 100 | 100 |
| Eden Innovations Ltd | Australia | 28.9** | 30.9** |
| Eden Energy Holdings Pty Ltd | Australia | 28.9** | 30.9** |
| Eden Innovations LLC | USA | 28.9** | 30.9** |
| Eden Real Estate LLC | USA | 28.9** | 30.9** |
| Eden Innovations India Pvt Limited | India | 28.9** | 30.9** |
* - Percentage of voting power is in proportion to ownership
** - The Group has control over Eden Innovations Ltd and its subsidiaries on a de facto power basis, because the remaining voting rights in the investee are widely dispersed and there is no indication that all other shareholders exercise their votes collectively.
NOTE 24: SEGMENT REPORTING
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision maker) in assessing performance.
Activities of the Group are managed on a Group structure basis and operating segments are therefore determined on the same basis. In this regard the following list of reportable segments has been identified.
-
Tasman Resources Ltd – Mineral exploration in South Australia
-
Eden Innovations Ltd – EdenCrete[®] production and sales in the USA and Optiblend[®] sales and manufacturing in India and the USA.
| 30 June 2023 Total external revenue Inter-segment revenue Total segment revenue Segment profit / (loss) result Unallocated expenses Result from operating activities Interest revenue Finance costs Income tax (expense)/benefit Loss after income tax Segment Assets Unallocated assets Total Assets Segment Liabilities Unallocated Liabilities Total Liabilities Capital expenditure Depreciation and amortisation |
Tasman Resources Ltd Eden Innovations Ltd Eliminations $ $ $ 4,214 4,701,130 - - |
Consolidated Entity $ - 4,705,344 - - |
|---|---|---|
| 4,214 4,701,130 |
- 4,705,344 |
|
| (669,559) (16,236,902) |
- (16,906,461) |
|
| - (16,906,461) 51,538 (1,681,206) - (18,536,129) 30,124,909 17,004,711 (14,711,234) 32,418,386 - 32,418,386 865,194 12,275,957 (490,000) 12,651,151 - 13,141,151 - 281,154 - 281,154 138 1,103,765 - 1,103,903 |
- | |
| (16,906,461) 51,538 (1,681,206) - |
||
| (18,536,129) | ||
| 13,141,151 | ||
| - 281,154 - 1,103,903 |
ASX Code: TAS
Page 40 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 24: SEGMENT REPORTING (CONTINUED)
| Tasman Resources Ltd Eden Innovations Ltd $ $ 30 June 2022 Total external revenue - 4,149,161 Inter-segment revenue - - Total segment revenue - 4,149,161 Segment profit / (loss) result (608,307) (5,924,063) Unallocated expenses Result from operating activities Interest revenue Finance costs Income tax (expense)/benefit Loss after income tax Segment Assets 31,501,177 25,786,648 Unallocated assets Total Assets Segment Liabilities 64,792 6,301,569 Unallocated Liabilities Total Liabilities Capital expenditure 30,235 1,888,441 Depreciation and amortisation 4,166 1,410,079 NOTE 25: CASH FLOW INFORMATION a. Reconciliation of Cash Flow from Operations with Loss after Income Tax Profit/(Loss) after income tax Non-cash flows in profit and loss Exploration Costs expensed Depreciation and amortisation Net exchange differences Share-based payments Financing costs expensed Impairment expense Prepaid interest reserve Share of loss of associate Other financial items Debt forgiveness Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries (Increase)/decrease in trade and term receivables (Increase)/decrease in inventories (Increase)/decrease in other current assets Increase/(decrease) in trade payables and accruals* Increase/(decrease) in provisions Increase/(decrease) in other liabilities Cash flow used in operations |
Tasman Resources Ltd Eden Innovations Ltd $ $ - 4,149,161 - - |
Eliminations Consolidated Entity $ $ - 4,149,161 - - |
Eliminations Consolidated Entity $ $ - 4,149,161 - - |
|---|---|---|---|
| - 4,149,161 |
- 4,149,161 |
||
| (608,307) (5,924,063) |
- (6,532,370) |
||
| - (6,532,370) 3,792 (725,994) - (7,254,572) (13,836,184) 43,451,641 - 43,451,641 - 6,366,361 - 6,366,361 - 1,918,676 - 1,414,245 2023 $ 2022 $ (18,536,729) (7,254,572) 30,513 41,453 1,103,903 1,414,245 (11,916) (50,603) 175,705 549,255 739,916 200,027 10,180,087 - 1,038,563 - - 30,488 (16,270) 207,615 (849,521) 455,100 (133,746) 83,233 (722,763) (735,092) (25,226) 415,314 199,657 495,488 44,238 (16,784) (19,445) |
- | ||
| (6,532,370) 3,792 (725,994) - |
|||
| (7,254,572) | |||
| (4,598,969) (6,607,001) |
* - Net of non-operating movements and amounts not settled with cash
ASX Code: TAS
Page 41 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 NOTE 26: PARENT COMPANY INFORMATION
| NOTE 26: PARENT COMPANY INFORMATION | |
|---|---|
| Parent Entity Assets Current assets Non-current assets1 Total Assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets Equity Issued Capital Retained Earnings Reserves Option reserve Asset revaluation reserve Total Equity Financial performance Profit / (Loss) for the year1 Other comprehensive income Total comprehensive loss |
2023 $ 2022 $ 203,913 731,092 20,428,516 33,730,115 |
| 20,632,429 34,461,207 865,194 64,792 - - |
|
| 865,194 64,792 |
|
| 19,767,235 34,396,415 |
|
| 42,106,476 41,772,582 (23,659,996) (9,080,922) 1,604,481 1,988,481 (283,726) (283,726) |
|
| 19,767,235 34,396,415 |
|
| (13,115,526) (626,783) (1,847,549) (485,312) |
|
| (14,963,075) (1,112,095) |
1 The investment in subsidiaries have been assessed for impairment and an impairment expense of $12,453,182 (2022: $nil) has been recognised. It is anticipated that investment in subsidiaries will be recovered through the successful commercialisation of EdenCrete® and OptiBlend® by the subsidiary companies. As a result of the impairment noted above, any future events that result in significant incremental changes to forward assumptions would accordingly result in a reversal of the impairment charge.
Contingent Liabilities
The Directors are not aware of any contingent liabilities as at 30 June 2023.
NOTE 27: FINANCIAL INSTRUMENTS
a. Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks and accounts payable.
i. Liquidity Risk
Responsibility for liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring cash flows.
The remaining contractual maturities of the Group’s financial liabilities are:
| 12 months or less 1 year or more Total |
2023 $ 2022 $ 9,609,949 5,860,749 41,347 - |
|---|---|
| 9,651,296 5,860,749 |
ASX Code: TAS
Page 42 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 27: FINANCIAL INSTRUMENTS (CONTINUED
- ii. Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, as disclosed in the balance sheet.
The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the Group.
iii. Foreign currency risk
The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the Group’s measurement currency. At 30 June 2023, the effect on the loss and equity as a result of a 10% increase in the exchange rates, with all other variables remaining constant would be a decrease in loss by approximately $485,000 (2022: decrease of loss of $400,000) and a decrease in equity by approximately $520,000 (2022: $530,000).
- iv. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s has minimal exposure to interest rate risk, the only asset / liability affected by changes in market interest rates is Cash and cash equivalents. The Interest-Bearing Liabilities of the Group are all fixed rate and will not fluctuate because of changes in market interest rates.
b. Financial Instruments
Net Fair Values
The aggregate net fair values of financial assets and financial liabilities, at the balance date, are approximated by their carrying values.
NOTE 28: COMPANY DETAILS
The registered office of the Company is:
The registered office of the Company is: The principal place of business is: Tasman Resources Ltd Tasman Resources Ltd Level 15 Level 15 197 St Georges Terrace 197 St Georges Terrace Perth Perth Western Australia 6000 Western Australia 6000
ASX Code: TAS
Page 43 of 51
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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DIRECTORS’ DECLARATION
In the opinion of the directors of Tasman Resources Ltd (the “Company”):
-
a. the consolidated financial statements and notes set out on pages 24 to 43, and the Remuneration disclosures that are contained in pages 18 to 21 of the Remuneration Report in the Directors’ Report, are in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance, for the financial year ended on that date; and
-
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
-
(iii) complying with International Financial Reporting Standards as disclosed in Note 1.
-
b. there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Executive Chairman and Chief Financial Officer for the financial year ended 30 June 2023.
This declaration is signed in accordance with a resolution of the Board of Directors.
Gregory H Solomon Director
Dated this 21[st] day of September 2023
ASX Code: TAS
Page 44 of 51
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Independent Auditor’s Report to the Members of Tasman Resources Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Tasman Resources Limited (“the Company”) and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the year then ended; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & 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 confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
Without modifying our opinion, we draw attention to Note 1 of the financial report, which indicates that the Group will require further funding in the next twelve months from the date of this report to fund its planned operating costs. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.
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.
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Key audit matter
Impairment assessment of Intangible assets and Plant and equipment
Refer to Note 10 (Intangible Assets) and Note 12 (Property Plant and Equipment)
As at 30 June 2023 the total carrying values of Plant and equipment and Intangible assets were $8,543,645 (2022: $10,787,198) and $390,747 (2022: $9,987,272) respectively.
Management performed an assessment at the end of each reporting period whether there had been an indication that the Intangible assets and Plant and equipment may be impaired. Should an indication of impairment exist, an impairment assessment will be performed accordingly.
Management determined that there were indicators of impairment on 31 December 2022 and on 30 June 2023 and performed impairment testing, at a Cash Generating Unit (CGU) level, (i.e. EdenCrete® and Optiblend®), on both these dates. As a result of this assessment, an amount of $10,180,087 was impaired for the year ended 30 June 2023.
The recoverable amounts of the CGUs are measured as the higher of value-in-use, which are based on future discounted cash flows on a cash generating unit basis, or fair value less cost of disposal.
How our audit addressed the key audit matter
We performed the following procedures, amongst others:
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We evaluated the internal and external sources of information to identify impairment indications;
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We held various discussions with management to understand the assumptions used in the impairment assessment and models;
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We assessed whether the CGUs appropriately included all directly attributable assets and liabilities;
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We assessed the historical accuracy of management’s estimates;
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We assessed the reasonableness of the cash flow projections used in the impairment models;
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We assessed the reasonableness of key assumptions including the discount rate, terminal growth rate and forecast growth assumptions;
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We also performed sensitivity analysis by adjusting the key inputs used in the cash flow projections; and
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We assessed the adequacy of the disclosures in the financial statement.
The impairment assessment for the Intangible assets and Plant and equipment is a key audit matter due to:
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the significance of the Intangible assets and Plant and equipment balances to the Statement of Financial Position; and
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the judgement involved in the impairment assessment due to the need to make estimates about future events and other circumstances.
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Capitalisation of exploration and evaluation assets
Refer to Note 9 (Exploration and evaluation expenditure)
As at 30 June 2023 the carrying value of Exploration and evaluation assets was $14,250,931 (2022: $14,250,931). The Group’s accounting policy in respect of exploration and evaluation assets is outlined in Note 1f.
This is a key audit matter due to the fact that significant judgement is applied in determining whether the capitalised exploration and evaluation assets continue to meet the recognition criteria in terms of AASB 6 Exploration for and Evaluation of Mineral Resources.
Our procedures focused on evaluating management’s assessment of the Exploration and evaluation assets’ carrying value. These procedures included, amongst others:
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verifying whether the rights to tenure of the area of interest remained current at balance date;
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obtaining evidence of the future intention for the area of interest; and
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obtaining an understanding of the status of ongoing exploration programs for the area of interest.
We also assessed the appropriateness of the accounting treatment and disclosure in terms of AASB 6.
Other Information
The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2023, but does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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 the 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 Group’s ability 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.
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Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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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.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Group financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
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.
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Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 18 to 21 of the Directors’ Report for the year ended 30 June 2023.
In our opinion, the Remuneration Report of Tasman Resources Limited 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.
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Nexia Perth Audit Services Pty Ltd
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M. Janse Van Nieuwenhuizen Director
Perth
21 September 2023
49
Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
- Shareholding as at 18 September 2023
| areholding as at 18 September 2023 | |
|---|---|
| Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over |
Number % of Issued Capital 166 0.00% 252 0.12% 285 0.32% 1,208 6.84% 625 92.72% |
| 2,536 100% |
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a. Distribution of Shareholders
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b. The number of shareholdings less than marketable parcels as at 18 September 2023 is 1,720.
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c. The names and relevant interests of the substantial shareholders listed in the Company’s register as at 18 September 2023 are:
| September 2023 are: | |
|---|---|
| Shareholder | Number of Shares Held |
| Arkenstone Pty Ltd | 127,529,570 |
| March Bells Pty Ltd | 130,355,664 |
d. Voting Rights
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.
e. 20 Largest Shareholders — Ordinary Shares
| Name 1. Arkenstone Pty Ltd 2. March Bells Pty Ltd 3. March Bells Pty Ltd 4. Arkenstone Pty Ltd 5. Mrs Ilena Alemao 6. Mr David Kenley 7. March Bells Pty Ltd 8 Citicorp Nominees Pty Ltd 9. BNP Paribas Noms Pty Ltd 10. Mr Stephen Durnford Atholl Carter 11. Mr Tas Titus 12. Mr Bruce Robert Connors 13. Keady Gittos Super Pty Ltd 14. Mr Bertrand Lalanne 15. Ms Seiko Jones 16. M & K Korkidas Pty Ltd 17. BNP Paribas Nominees Pty Ltd 18. BNP Paribas Nominees Pty Ltd 19. 4 Eyes Limited 20. Mr Norman Vincent Maher |
Number of Shares Held % of Issued Capital 97,381,974 13.66% 82,065,228 11.52% 36,649,169 5.14% 26,084,288 3.66% 13,400,000 1.88% 10,550,000 1.48% 10,164,474 1.43% 9,990,811 1.40% 8,609,357 1.21% 7,200,000 1.01% 7,000,000 0.98% 6,779,331 0.95% 6,543,512 0.92% 6,500,000 0.91% 6,433,368 0.90% 6,160,000 0.86% 5,518,771 0.77% 4,383,170 0.62% 4,324,000 0.61% 4,208,937 0.59% |
|---|---|
| 359,946,390 50.51% |
ASX Code: TAS
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Tasman Resources Ltd Annual Report for Year Ending 30 June 2023
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2. Unquoted Securities – Options as at 13 September 2022
| nquoted Securities – Options as at 13 September 2022 | |
|---|---|
| Holder Name Date of Expiry Exercise Price Employee Share Options 21 September 2023 $0.044 Employee Share Options 1 January 2026 $0.025 |
Number on issue Number of holders 1,000,000 2 1,000,000 1 |
| 2,000,000 3 |
TENEMENT SCHEDULE
| State | Licence Type | Number | % Interest |
Locality | Location |
|---|---|---|---|---|---|
| SA | EL | 6416 | 100 | Andamooka North | Approximately140 km northwest of Leigh Creek |
| SA | EL | 6495 | 100 | Iron Knob | Approximately50 km WSW of Port Augusta |
ASX Code: TAS
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