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RNS Number : 0301G  Artemis Resources Limited  27 September 2024

 

Artemis Resources Limited

("Artemis" or the "Company")

(ASX/AIM: ARV)

Annual Report for Year Ended 30 June 2024

 

The Directors of Artemis Resources Limited are pleased to announce the
Company's audited annual results for the year ended 30 June 2024.

An extract of the audited results are included below and the full Annual
Report is available on the Company's website
at https://artemisresources.com.au/ (https://artemisresources.com.au/) .

For further information, please contact:

 Artemis Resources Ltd
 Guy Robertson, Chairman                        info@artemisresources.com.au

 George Ventouras, Executive Director

 Zeus Capital Limited (Nomad & Broker)
 Antonio Bossi / James Bavister / Isaac Hooper   Tel:  +44 20 3829 5000

 

Chairmans Letter

Dear Shareholders,

On behalf of the Directors of Artemis Resources Limited ("Artemis" or the
"Company"; ASX/AIM: ARV), a gold, copper and lithium focused resources company
with projects in Western Australia, dual listed ASX and London Stock Exchange,
I am pleased to report on the activities of the Group for the year ended 30
June 2024.

The West Pilbara has received substantial renewed interest following the
development of major world class discoveries in gold and lithium in recent
years. The Artemis West Pilbara tenement portfolio extends over 200km² and
much of the Company's tenement area has yet to be systematically explored with
modern exploration techniques, particularly for gold.  The company's Carlow
Castle deposit, which hosts a current inferred resource of 704,000 oz Au eq,
is only the starting point for further potential discoveries.

During the year, our technical team was successful in discovering high grade
lithium on its project area, particularly at the Mt Marie prospect. Further
exploration success was achieved with gold at the Titan prospect and
surrounds. These exploration programs will continue to progress with a focus
on gold and increasing the number of drill ready targets.

As outlined in last year's report, the West Australian Government provided a
grant to co-fund drilling for a potentially new style of gold mineralisation
at Lulu Creek which we are intending to drill in Q4 2024.

The company's strategy is to explore across the vast extent of our tenements
with the aim of delineating multi million ounces of gold, through methodical
geological exploration with the support and direction of our technical experts
and exploration team.

In Western Australia's Paterson province, Artemis has a strategic land
position with the 100% owned 600km² tenement surrounding the Haverion 8moz Au
deposit. Artemis is committed to this project where we identified new gold
targets this year, and we continue efforts to source alternative funding to
explore this project via a joint venture, or partial sale of the project.

The Radio Hill fully permitted mineral processing facility remains a valuable
asset, however, as the plant remains on care and maintenance it has been
written down to a nominal value. Surplus equipment and asset sales have
already contributed to further capital deployed towards our exploration
efforts.

With the support of our highly credentialled geologists, expert consultants
and recent exploration successes our team is reinvigorated and highly
motivated to achieve exploration success in the year ahead.

We were pleased to welcome George Ventouras to the Board during the year as
executive director driving our exploration efforts, and Elizabeth Henson as a
non-executive director and look forward to her contribution on both strategy
and corporate governance.

To our shareholders, including existing and new shareholders who supported the
capital raises in 2203/ 2024 in Australia and the United Kingdom we appreciate
your ongoing support and we remain committed to delivering value and success
in the year ahead.

Guy Robertson

Chairman

27 September 2024

Operations Report

Artemis Resources Limited ("Artemis" or the "Company"; ASX/AIM: ARV) is
pleased to provide a summary of the progress the Company has made in relation
to its operations for the financial year ended 30 June 2024.

Artemis Resources is a gold, copper and lithium focused resources company with
projects in Western Australia. The Company's main projects include;

·      Karratha Gold Project including the Carlow Castle 704k oz AuEq
gold-copper-cobalt project in the West Pilbara.

·      Karratha Lithium Project including the high grade Mt Marie
Lithium Prospect and the Osborne Lithium JV (Artemis 49%; GreenTech Metals
(ASX:GRE) 51%).

·      Paterson Central Gold/Copper project in the Paterson Province
(located adjacent to Greatland Gold / Newmont's gold-copper discovery at
Havieron and only ~42km from the Newmont Telfer gold mine).

·      Artemis also owns the Radio Hill processing plant, located only
35km from Karratha.

Figure 1: Artemis Resources Project Location Map

Lithium

During the year the Company made substantial progress with respect to
exploration on both its 100% owned tenements and over the Osborne JV tenement
(ARV 49%, GRE 51%) for lithium mineralisation.

100% owned projects

Various programs of groundwork were completed during the year, particularly in
the later half focussed on reviewing the tenement package for outcropping
pegmatites. Initial programs conducted at the beginning of the year featured a
review of the soil sample database that resulted in the identification of
various zones of interest, but no outcropping pegmatites were discovered.

Further work programs were then designed and involved mapping the tenement
package to determine potential fertile areas which was followed up with ground
reconnaissance with the aim of identifying any outcropping pegmatites. A
number of these pegmatites were identified and reported as the Mt Marie and
Osborne East lithium prospects.

Figure 2: Artemis tenements with current prospects labelled

Mt Marie in particular is a compelling outcrop featuring large and coarse
grained spodumene crystals which are favoured by development pathways as being
easier to process. Spodumene as the host mineral was confirmed by Curtin
University who conducted an XRD analysis of samples provided.

Mt Marie rock chip assays produced high grades of Li(2)O including the
following:

·        Mt Marie Prospect

o  24AR01-14 - 4.67% Li(2)O

o  24AR04-07 - 4.63% Li(2)O

o  24AR04-14 - 4.52% Li(2)O

o  24AR04-13 - 4.28% Li(2)O

o  24AR04-12 - 3.63% Li(2)O

o  24AR04-04 - 3.45% Li(2)O

o  24AR01-15 - 2.11% Li(2)O

o  24AR01-02 - 1.74% Li(2)O

o  23AR01-17 - 1.82% Li(2)O

o  24AR01-06 - 1.68% Li(2)O

o  23AR01-16 - 1.62% Li(2)O

o  24AR01-11 - 1.46% Li(2)O

 

A further series of out-cropping pegmatites were noted in the mid portion of
tenement E47/1746 which appear to be along strike from the Southern Zone on
the Osborne JV tenement. Results from rock chip sampling undertaken at this
location included;

 

 

 

·        Osborne East Prospect

o  24AR04-20 - 0.69% Li(2)O

o  24AR04-24 - 0.60% Li(2)O

o  24AR04-25 - 0.59% Li(2)O

o  24AR04-26 - 0.59% Li(2)O

 

 Figure 3: Mt Marie and Osborne East prospect with high grade rock chips

 

Osborne JV Tenement (ARV 49%; GRE 51%)

Following the discovery of outcropping pegmatites on the Osborne JV tenement
in the previous year, the exploration team undertook an expansion program to
uncover further outcropping pegmatites. This ground reconnaissance consisted
of securing further rock chip samples and laboratory analysis. Results
received showed elevated levels of lithium in the rock chips, with higher
results in the Southern section including;

o  2.4 % Li(2)O from sample 23GT20-155 (Osborne Trend)

o  2.4 % Li(2)O from sample 23GT30-232 (Wally Trend)

o  1.5 % Li(2)O from sample 23GT20-233 (Wally Trend)

o  0.7 % Li(2)O from sample 23GT20-034 (Maddox Trend)

 

 

 

These results followed previous high value rock chips samples which included;

o  23CR038 - 3.6% Li(2)O

o  23CR039 - 2.3% Li(2)O

o  23CR044 - 0.55% Li(2)O

o  23CR045 - 0.48% Li(2)O

 

This southern zone is becoming a very prospective, high grade lithium
mineralised envelope and will be an exploration priority moving forward.

The extension of the northern or Kobe trend was also the focus of exploration
activity during the year. Again, examination of previous soil sampling and
additional rock chip sampling helped to delineate a fertile zone with sample
assays returning high grades including;

o  1.8% Li(2)O - sample 23GT11-041

o  1.7% Li(2)O - sample 23GT11-042

o  1.6% Li(2)O - sample 23GT06-006

o  1.6% Li(2)O - sample 23GT10-003

 

The lithium mineralisation that exists across the fully owned and JV ground
constitutes a large potential zone that will benefit from further groundwork
and ultimately drilling to test the depth extensions of the outcropping
pegmatites and to determine the potential for a development pathway.

Some drilling was undertaken during the year at the Osborne prospect although
these drill holes were stratigraphic in nature and were designed to test the
geology of the subterranean structures. Valuable information regarding
pegmatite orientation was determined and can be used to assist with the design
of follow up drill programs.

Figure 4 Diamond Drill hole Plan showing drill hole traces - Osborne and Wally
Targets

Heritage and ethnographic surveys were applied for and undertaken with written
reports pending. Once these are received, the pathway to drilling will be
open.

Karratha Gold Project

The Karratha Gold Precinct covers an area of more than 200km(2) in the West
Pilbara region of Western Australia. It is located ~20km from the main
regional town of Karratha, which is only a 2-hour flight from Perth. The
location is highly prospective for gold and other commodities including
lithium, copper, nickel, cobalt and silver.

Carlow Castle Mineral Resource Update (gold-copper-cobalt)

The Carlow Castle deposit is on granted exploration licence E47/1797 and is 35
km from Artemis Resources 100% owned Radio Hill processing plant. The current
Inferred Mineral Resource has been estimated to contain 704,000 oz Au Eq at
2.5 g/t Au Eq from 8.74 Mt from a combined open pit and underground source.

Figure 5: Oblique view of the Carlow resource block model showing potential
continuations of known mineralisation.

 

Carlow Tenement Exploration Activities

Carlow Castle is situated within a series of shear zones along the margin of
the Regal Thrust Fault within the basalt and sediments of the Roebourne
Complex. The Regal Thrust is a regionally significant south to south-west
dipping structure with sinistral movement that folds around on itself over a
distance greater than 90km. Shear splays along the contact of the Regal Thrust
within the Roebourne Complex are considered prospective for mineralisation,
especially when intruded by Andover mafic/ultramafics.

 

Most of the previous exploration activities conducted over the Greater Carlow
project focussed on target generation. The tenement has now been revisited and
reviewed as a holistic package and exploration plans developed to identify
broadscale systems capable of holding the potential for multi-million ounce
deposits.

 

 

 

The various prospects that have been previously identified are noted in
figures 6 and 7. Each of these prospects contains potential for holding gold
mineralisation and will be subject to further groundwork to determine the
potential for scale.

Figure 6: Artemis tenements over geography with current prospects labelled

Figure7: Carlow tenement with current prospects labelled

Ground reconnaissance conducted in June 2024, resulted in a number of gold
specimens being discovered together with high grade rock chips from the Nickol
River Hill South prospect. These results have provided evidence of a greater
mineralised zone across the tenement package.

Figure 8: Rock chip assay results from ground reconnaissance program

Significant results received from that program are listed in the table below.

Table 1. Significant rock chip assay results from field work

*Indicates rock chip sample taken from Mullings pile.

A follow up reconnaissance program resulted in high grade rock chips being
discovered at the Titan prospect with multiple results exceeding the capacity
of the laboratory. Significant rock chip results are presented below:

o  24AR11-004, 005, 008 - >10,000 g/t Au*

o  24AR07-002 - 6,520 g/t Au

o  24AR07-169 - 10.2 g/t Au

 

 

Significant results from the Chapman and Thorpe prospects (aka Good Luck and
Little Fortune) included;

o  24AR07-192 - 6.1 g/t Au

o  24AR07-162 - 5.1 g/t Au

o  24AR07-184 - 23.8% Cu

o  24AR07-183 - 14.55% Cu

 

*Note - Rock chip sample processing exceeded the capacity of the lab assay
capabilities and resulted in over-limits which are reached when a gold sample
records an assay higher than 1% or 10,000ppm Au.

 

 Sample No    Easting  Northing  Au g/t     Cu %   Ag ppm   Co ppm  Zn pct

 24AR07-186*  507976   7697654   0.6        6.95   24.1     1525    0.06
 24AR11-002*  505852   7699473   6520       0.03   >100     282     0.01
 24AR11-004   505855   7699471   >10000     0.01   >100     21.4    0.01
 24AR11-005   505860   7699470   >10000     0.02   >100     31
 24AR11-008   505863   7699466   >10000     0.01   >100     12.4
 24AR07-169   505843   7699451   10.2       0.06   1.3      137.5   0.02
 24AR07-192   507741   7696876   6.1        3.37   31.2     190.5   0.08
 24AR07-162   505854   7699471   5.1        0.04   0.7      134.5   0.01
 24AR07-191*  507742   7696859   4.5        6.74   14.3     33.1    0.01
 24AR07-185*  508475   7696631   3.4        3.88   38.4     160.5   0.02
 24AR07-190   508531   7696647   2.5        0.15   6        70.4
 24AR07-180   505855   7699472   2.4        0.03   0.1      629     0.01
 24AR07-183*  507757   7696887   2.2        14.55  8.8      139     0.03
 24AR07-196*  495466   7686219   1.7        1.66   127      173     8.6
 24AR07-194*  506985   7698805   1.7        0.55   4        406     0.03
 24AR07-187*  507230   7698840   1.1        6.04   6.7      230
 24AR07-182*  507823   7696948   1          9.7    5.6      140.5
 24AR07-143   505021   7699506   0.9        0      0.1      1.5
 24AR07-168   505857   7699471   0.7        0.02   0.1      66.3    0.02
 24AR07-176   505860   7699466   0.7        0      0        3.3
 24AR07-193*  507978   7697656   0.7        5.75   37.4     266     0.02
 24AR07-188*  507139   7698883   0.7        0
 24AR07-131   506478   7699113   0.6        0.01   13       0.9     0.01
 24AR07-184*  507594   7696862   0.5        23.8   121      91.8    0.01
 24AR07-035   497444   7695662   0.5        0      0.1      1.2
 24AR07-073   486930   7695821   0.5        0.01   8.2      11.7    0.02
 24AR07-144   505052   7699508   0.5        0      0.1      6.1
 24AR07-189*  506941   7698830   0.3        5.67   26.6     160     0.03
 24AR07-181*  507997   7697002   0.3        5.4    4.4      101.5   0.02

 

Table 2. Significant rock chip assay results from follow up field work

*Sample taken from historical workings/mullock heaps

This further work resulted in the discovery of a fertile region around the
Titan prospect, including a highly mineralised sub vertical quartz-iron vein
zone with abundant visible gold.

The Titan mineralised trend has been tracked for approximately ~700m and
appears to remain open under shallow cover.  Furthermore, recent field
observations suggest it also occurs on a much larger and strike extensive
structural zone.

 

 

 

Multiple hard rock gold samples were extracted from the quartz-iron veining
and importantly, these gold samples are not analogous to the conglomerate
hosted mineralisation, Witwatersrand style of watermelon seed gold nuggets as
per the Purdy's Reward and other previously reported discoveries. Instead,
these gold occurrences originate from a hard rock source which indicates we
are potentially looking at large gold structures, at surface with potential to
extend along strike and at depth.

Sampling work was conducted around the Titan prospect with around 300kg
material removed. This material was sorted, crushed, separated, gold extracted
and a gold bar weighing 10.4 ounces was subsequently produced.

Figure 9. 10.4 oz gold bar produced from Titan prospect

 

The potential upside remains significant, not only for this prospect, but more
importantly for tenement wide prospectivity as the Company believes Titan is
not a sole occurrence but instead part of a larger gold mineralised system
across the Carlow tenement.

Silica Hills and Osborne Exploration

Lulu Creek lies ~20 km to the west of Artemis's Carlow Castle deposit and
forms part of the prospective Silica Hills tenement. It was previously known
as Carlow West and was initially identified in 2018 via a regional soils and
rock chip program defining an area of interest over 4 km in an east-northeast
orientation. Subsequent mapping and rock chip sampling identified gold
associated with quartz veins and gossans, and in an unclassified weathered
unit with a light covering of transported sands and gravels.

Previous drilling conducted by Artemis successfully identified numerous
low-grade zones of gold mineralisation associated with disseminated sulphides
and quartz veins within a 2 km east-northeast trending quartz diorite
intrusion.

 

Significant intercepts from the drill program included:

·      2 m @ 1.62 g/t gold from 34 m in CWRC006

·      1 m @ 4.89 g/t gold and 13.7 g/t silver from 24 m in CWRC011

·      1 m @ 1.15 g/t gold from 9 m in CWRC017

 

 

 

 

At the time of the 2020 drill program, the significance of intrusion related
gold within the Pilbara was not fully appreciated but with the discovery of De
Grey's Hemi project, such gold systems are now in focus.

An Induced Polarisation (IP) survey was completed at the end of June 2023,
which identified two chargeability anomalies within the Lulu Creek intrusion,
adjacent to a moderate-high resistive body interpreted as representing
significant alteration and veining. A third IP Chargeability anomaly was
identified just off the intrusion along the Regal Thrust, which corresponds
with outcropping gossanous BIF and ultramafic rocks at surface.

The Company subsequently applied for and was successful in receiving a
government grant for a co-funded drilling program as part of the Exploration
Incentive Scheme (EIS) provided by the Western Australian Government. The
grant was to a value of $82,500 and will allow the Company to drill test the
IP targets.

Heritage clearances were applied for and once the written report has been
received, the pathway to drilling will be cleared.

Figure 10. IP chargeability plan view -75 m below surface against Lulu Creek
Intrusion outcrop outline in pink. Three anomalies noted.

 

 

Paterson Central Project

Exploration Activities (gold-copper)

The Paterson's project is a 100% owned ~600km(2) exploration license covering
the Paterson Central prospect which is located adjacent to the 8.4Moz AuEq
Havieron deposit which is a JV with Newmont Mining (ASX:NEM) and Greatland
Gold (AIM:GGP). It's also located only ~45km from the Telfer mine.

 

Multiple targets were previously generated using geological, magnetic,
gravity, seismic, structural and geochemical datasets with high priority
targets within the Havieron "NW corridor". Previous drilling by Artemis
totalling around 11,000m intercepted the same lithotypes and similar
mineralisation as Havieron which are typical of a 'near-miss' at Havieron. An
independent review was previously completed by Merlin Geophysics whose Owner
was the Principal Geoscientist for Greatland Gold PLC from 2020 - 2021 and had
worked at the Telfer project. The review focus was to assess the effectiveness
of exploration completed by Artemis since the grant of the tenure in 2020, as
well as to re-evaluate the prospectivity across the project.

The review was positive towards Artemis exploration to date in targeting for
Havieron style mineralisation. The review also identified the potential use of
electrical geophysical methods to improve targeting including IP/EM in areas
with shallower cover and Audiomagnetotellurics (AMT) and Magnetotellurics (MT)
in areas with deeper cover. It also identified a new target - Apollo North.

Figure 11. Location of Paterson project relative to Havieron and Telfer

Figure 12. Current known prospects at the Paterson's project

Figure 13 Apollo and Atlas prospects at the Paterson project with drill
results

Figure 14. Apollo prospect drill intercept 22PTMRD011

Artemis is currently seeking a partner to advance the project, which may
include JV, earn-in or outright sale.

Competent Person Statement

The information in this report that relates to exploration results was
prepared by Mr Oliver Hirst, a Competent Person who is a member of the
Australasian Institute of Mining and Metallurgy (MAusIMM). Mr Hirst is a
technical consultant to Artemis Resources. Mr Hirst 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 Hirst consents
to the inclusion in this report of the matters based on his information in the
form and context in which it appears.

Mr Adrian Hell BSc (Hons), an advisor and consultant to the Company, is a
Member of the AusIMM, and has sufficient experience which is relevant to the
style of mineralisation and type of deposit under consideration 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'.
Adrian Hell consents to the inclusion in the report of the information in the
form and context in which it appears.

Both Mr Hirst and Mr Hell are Qualified Persons as defined by the AIM Guidance
Note on Mining and Oil & Gas Companies dated June 2009.

 

No New Information

To the extent that this announcement contains references to prior exploration
results and Mineral Resource Estimates for the Carlow Gold/Copper Project
which have been cross referenced to previous market announcements made by the
Company, unless explicitly stated, no new information is contained.

 

 

 

The Company confirms that it is not aware of any new information or data that
materially affects the information included in the relevant market
announcements and, in the case of estimates of Mineral Resources, that all
material assumptions and technical parameters underpinning the estimates in
the relevant market announcements continue to apply and have not materially
changed.

 

Competent Person's Statement

Mineral Resource Reporting

The information in this report that relates to Exploration Targets and Mineral
Resources complies with the 2012 Edition of the Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves ("The
JORC Code") and has been compiled and assessed under the supervision of Ms
Janice Graham MAusIMM (CPGeo) MAIG and Dr Simon Dominy FAusIMM(CPGeo)
FAIG(RPGeo) FGS(CGeol). Ms Graham is an employee of Snowden Optiro. Dr Dominy
is a consultant to Artemis Resources Ltd. Ms Graham and Dr Dominy have
sufficient experience relevant to the styles of mineralisation and type of
deposits under consideration and to the activity being undertaken to
individually qualify as a Competent Person as defined in The JORC Code. Ms
Graham and Dr Dominy consent to the inclusion in the report of the matters
based on this information in the form and context in which it appears. The
Exploration target has been prepared and reported in accordance with the 2012
edition of the JORC code. The potential quantity and grade of the Exploration
Target is conceptual in nature. There has been insufficient exploration to
estimate a Mineral Resource. It is uncertain if further exploration will
result in the estimation of a Mineral Resource.

Corporate

Board and management changes

Mr George Ventouras was appointed a Director on 31 October 2023 and has been
responsible for driving the Artemis exploration program since this date.

Ms Elizabeth Henson was appointed a Non-Executive Director on 22 April 2024.

Mr Daniel Smith and Mr Simon Dominy resigned as directors during the year.

Capital Raising

In November 2023 Artemis raised approximately $2 million with the issue of
112,777,778 new shares at $0.018 per share. The Company also issued one free
attaching option for every two new shares (in total 56,388,889 options), with
an exercise price of $0.025 and expiry date of 9 March 2026. These options
were listed on 9 April 2024.

In May 2024 and Artemis raised approximately $2.87 million with the issue of
225,686,275 new shares at $0.01275 per share. The Company will also issued one
free attaching listed option for every two new shares (in total 112,843,137
options), with an exercise price of $0.025 and expiry date of 9 March 2026.

 

George Ventouras

Executive Director

 

 

 

 

 

Schedule of tenements holdings (All tenements are in Western Australia)

 Tenement  Project           Holder                     Holding  Status  Area (km(2))
 E47/1797  Greater Carlow    KML No 2 Pty Ltd           100%     Live    28
 E47/1746  Cherratta         KML No 2 Pty Ltd           100%     Live    117.6
 E47/3719  Osborne           KML No 2 Pty Ltd           49%      Live    44.8
 P47/1972  Cherratta         KML No 2 Pty Ltd           100%     Live    1.5
 M47/337   Radio Hill        Fox Radio Hill Pty Ltd     100%     Live    1.8
 M47/161   Radio Hill        Fox Radio Hill Pty Ltd     100%     Live    9.9
 E47/3361  Radio Hill        Elysian Resources Pty Ltd  100%     Live    15.6
 L47/93    Radio Hill        Fox Radio Hill Pty Ltd     100%     Live    0.07
 E45/5276  Central Paterson  Armada Mining Pty Ltd      100%     Live    529.2

 
 

 

 

 

Corporate Governance Statement

Artemis Resources Limited, through its Board and executives, recognises the
need to establish and maintain corporate governance policies and practices
that reflect the requirements of market regulators and participants, and the
expectations of members and others who deal with Artemis.  These policies and
practices remain under constant review as the corporate governance environment
and good practices evolve.

ASX Corporate Governance Principles and Recommendations

The third edition of ASX Corporate Governance Council Principles and
Recommendations (the "Principles") sets out recommended corporate governance
practices for entities listed on the ASX.

The Company has issued a Corporate Governance Statement which discloses the
Company's corporate governance practices and the extent to which the Company
has followed the recommendations set out in the Principles.  The Corporate
Governance Statement was approved by the Board on 30 September 2024 and is
available on the Company's website:

 

https://artemisresources.com.au/company/corporate-governance
(https://artemisresources.com.au/company/corporate-governance)

 

Directors Report

The Directors of Artemis Resources Limited submit herewith the financial
report of Artemis Resources Limited ("Artemis" or "Company") and its
subsidiaries (referred to hereafter as the "Group") for the year ended 30 June
2024. In order to comply with the provisions of the Corporations Act 2001, the
directors report as follows:

The names of the Directors who held office during or since the end of the year
and until the date of this report are as follow:

 

Guy Robertson
            Executive Chairman

Vivienne
Powe
            Non-Executive Director

Elizabeth
Henson
Non-Executive Director (appointed 22 April 2024)

George Ventouras
Executive Director (appointed 31 October 2023)

   Chirstopher
Kelsall
Non-Executive Director (appointed 9 January 2024 resigned 12 March 2024)

Simon
Dominy
Executive Director (resigned 9 January 2024)

Daniel Smith
 
Non-Executive Director (resigned 31 October 2023)

 

Current Directors

 GUY ROBERTSON        Mr Robertson was appointed a director on 17 January 2022.

 Executive Chairman   Mr Robertson has over 30 years' experience as a Director, CFO and Company
                      Secretary of both public (ASX- listed) and private companies in both Australia
                      and Hong Kong. He has had significant experience in due diligence,
                      acquisitions, IPOs and corporate management. Mr Robertson has a Bachelor of
                      Commerce (Hons) and is a Chartered Accountant. He is a director of Hastings
                      Technology Metals Ltd (since 23/8/2019)(ASX:HAS), Metal Bank Limited (since
                      17/9/2012)(ASX:MBK), GreenTech Metals Limited (1/9/2021) (ASX:GRE) and Alien
                      Metals Limited (since 26 April 2023) (AIM:UFO).

                      Interest in securities at the date of this report:

                      Ordinary shares       4,000,002

                      Unlisted options       3,000,000

                      Directorships in last three years: Bioxyne Limited (30/6/2022 to
                      19/5/2023)(ASX:BXN)
 George Ventouras     Mr Ventouras has over 15 years' experience in the resources sector and over 30

                    years' experience in business development, corporate restructuring and
 Executive Director   marketing. He has managed multiple businesses in various industries and has

                    served as a Non-Executive Director on various ASX listed company boards and
                      leading IPO teams. George is currently a Non-Executive Director of Errawarra

                    Resources Ltd (since 18/12/2022) (ASX:ERW). Previously, he was joint-founder,
                      non-executive director and General Manager of Apollo Consolidated Ltd, an ASX
                      listed exploration company which was the subject of a successful $180 million
                      takeover. Mr Ventouras is currently a director of Errawarra Resources Ltd
                      (ASX:ERW).

                      Interest in securities at the date of this report:

                      Listed options       5,166,667

                      Mr Ventouras held no other directorships in the last three years.

 

 Elizabeth Henson         Appointed a Director on 22 April 2024.

 Non-Executive Director   Ms Henson is an international lawyer with over 35 years of global experience

                        in corporate governance, business and professional services. Ms Henson was a
                          Senior Partner at PwC based in London between 2007 and 2019, and prior to
                          that, was a commercial partner in an accountancy firm focused on international
                          business.

                          Whilst at PwC, Ms Henson founded and led the UK Firm's International
                          Entrepreneurs business and has worked with PwC's capital markets team on
                          numerous LSE and AIM transactions.

                          Ms Henson is currently a Non-Executive Director of Alien Metals Ltd (since
                          4/8/2023) (LSE:UFO) Future Metals Plc (since 21/10/2021)(ASX: FME, LSE: FME)
                          and AIM listed Alba Mineral Resources Plc (since 3/12/2020) (LSE: ALBA).

                          Interest in securities at the date of this report:

                          Unlisted options       2,000,000

                          Ms Henson held no other directorships in the last three years.
 ViviennE POWE            Mrs Powe was appointed a Director of the Company on 4 July 2022.

 Non-Executive Director   Mrs Powe is a metallurgical engineer and highly experienced senior executive

                        with a strong track record of creating shareholder value in top tier, global
                          mining, mining services and oil & gas companies.

                          Mrs Powe is currently CEO USA for Lynas Rare Earths Ltd (ASX: LYC) and was
                          previously Chief Executive Officer, Investments for the Perenti Group (ASX:
                          PRN).  Mrs Powe has served in senior executive and leadership roles in
                          private and listed organisations which have included Global Advanced Metals,
                          BHP, Iluka Resources, Woodside Energy and Renison Goldfields Consolidated. Mrs
                          Powe's expertise spans operations, project development and M&A across a
                          wide range of commodities.

                          Mrs Powe is a Fellow of the Australasian Institute of Mining and Metallurgy,
                          Fellow of the Financial Services Institute of Australasia, and a Graduate
                          member of the Australian Institute of Company Directors.

                          Interest in securities at the date of this report:

                          Ordinary shares      1,000,000

                          Unlisted options      2,000,000

                          Ms Powe held no other directorships in the last three years

Company Secretary

 MR GUY ROBERTSON  Mr Guy Robertson was appointed Company Secretary on 12 November 2009.

Significant Changes in State of Affairs

There were no significant changes in the state of affairs of the Company
during the year.

 

Principal Activities

The principal activity of the Company during the financial year was mineral
exploration. There have been no significant changes in the nature of the
Company's principal activities during the financial year.

 

Significant Events after Balance Sheet Date

The Company issued 152,686,277 shares at $0.01275 on 12 July 2024. Part of
these funds had been received prior to year end (See Note 14).

There are currently no matters or circumstances that have arisen since the end
of the financial year that have significantly affected or may significantly
affect the operations the Group, the results of those operations, or the state
of affairs of the Group in the future financial years.

 

Likely Future Developments and Expected Results

The primary objective of Artemis is to explore its current tenements in
Australia with a view to determining an economically viable gold resource at
the Greater Carlow Project and Paterson Central. The Company has lithium joint
venture with GreenTech Metals Limited and is exploring identified lithium
potential in its 100% owned tenement portfolio.

The material business risks faced by the Company that are likely to have an
effect on the financial prospects of the Company, and how the Company manages
these risks, are:

(a) Future Capital Needs - the Company does not currently generate cash from
its operations. The Company will require further funding in order to meet its
corporate expenses, continue its exploration activities and complete studies
necessary to assess the economic viability of its projects. The Company's
financial position is monitored on a regular basis and processes put into
place to ensure that fund raising activities will be conducted in a timely
manner to ensure the Company has sufficient funds to conduct its activities.

(b) Exploration and Developments Risks - the business of exploration for gold,
copper, lithium and other minerals and their development involves a
significant degree of risk, which even a combination of experience, knowledge
and careful evaluation may not be able to overcome. To prosper, the Company
depends on factors that include successful exploration and the establishment
of resources and reserves within the meaning of the 2012 JORC Code. The
Company may fail to discover mineral resources on its projects and once
determined, there is a risk that the Company's mineral deposits may not be
economically viable. The Company employs geologists and other technical
specialists and engages external consultants where appropriate to address this
risk.

(c)  Commodity Price Risk - as a Company which is focused on the exploration
of precious, base and battery metals, it is exposed to movements in the price
of these commodities. The Company monitors historical and forecast price
information from a range of sources in order to inform its planning and
decision making.

 

(d) Title and permit risks - each permit or licence under which exploration
activities can be undertaken is issued for a specific term and carries with it
work commitments and reporting obligations, as well as other conditions
requiring compliance.  Consequently,

the Company could lose title to, or its interests in, one or more of its
tenements if conditions are not met or if sufficient funds are not available
to meet work commitments.  Any failure to comply with the work commitments or
other conditions on which a permit or tenement is held exposes the permit or
tenement to forfeiture or may result in it not being renewed as and when
renewal is sought. The Company monitors compliance with its commitments and
reporting obligations using internal and external resources to mitigate this
risk.

Performance in relation to Environmental Regulation

The Group will comply with its obligations in relation to environmental
regulation on its projects when it undertakes exploration. The Directors are
not aware of any breaches of any environmental regulations during the period
covered by this Report.

Operating Results and Financial Review

The loss of the Group after providing for income tax amounted to $16,591,769
(2023: loss of $16,923,543). The loss position for the year includes non-cash
items comprising fair value loss on financial assets of $2,666,250 (2023:
$337,666), impairment of the Radio Hill plant in the amount of $12,128,289
(2023: 12,969,852), a write off of exploration costs of $55,572 (2023:
$735,768), and share based payments in the amount of $70,004 (2023: $475,300).

The Group's operating income increased to $240,378 (2023: $80,169) which
included an amount of $150,000 for the sale of a royalty on construction
materials. The Group's expenses excluding non-cash items, referred to above
decreased to $1,912,035 (2023: $2,485,126).

The carrying value of exploration and development costs increased to
$34,213,548 (2023: $32,054,704) reflecting exploration undertaken during the
year and the impairment of the carrying costs of exploration on the Company's
projects. The development expenditure has decreased to $3,042,873 (2023:
$14,950,070) following a write down of the Radio Hill Plant, on the basis of
an independent valuation, which remains on care and maintenance.

 

Dividends Paid or Recommended

The Directors do not recommend the payment of a dividend and no dividend has
been paid or declared to the date of this Report.

 

 

 

Directors' Meetings

The number of Directors' meetings (including committees) held during the year
and the number of meetings attended by each director were as follows:

 Name of Director     Board Meetings      Audit Committee Meetings      Remuneration Committee Meetings
                      Attended  Held      Attended       Held           Attended          Held
 Guy Robertson        7         7         2              2              1                 1
 George Ventouras     5         5         1              1              1                 1
 Elizabeth Henson     1         1         -              -              -                 -
 Vivienne Powe        7         7         2              2              1                 1
 Daniel Smith         1         1         -              -              -                 -
 Simon Dominy         2         2         1              1              -                 -
 Christopher Kelsall  2         2         1              1              -                 -

Held represents the number of meetings held during the time the director held
office or was a member of the relevant committee.

Indemnifying Officers

In accordance with the Constitution, except as may be prohibited by the
Corporations Act 2001, every officer or agent of the Company shall be
indemnified out of the property of the Company against any liability incurred
by him or her in his or her capacity as officer or agent of the Company or any
related corporation in respect of any act or omission whatsoever and howsoever
occurring or in defending any proceedings, whether civil or criminal.

The Company paid insurance premiums of $24,500 on 15 August 2024 in respect of
a contract insuring the directors and officers of the Group against any
liability incurred in the course of their duties to the extent permitted by
the Corporations Act 2001.  The insurance premiums relate to:

·           Costs and expenses incurred by the relevant officers in
defending legal proceedings, whether civil or criminal and whatever their
outcome; and

•        Other liabilities that may arise from their position, with
the exception of conduct involving wilful breach of duty or improper use of
information to gain a personal advantage.

 

 

Proceedings on behalf of the Company

As at publication date, no person has applied for leave of court to bring
proceedings on behalf of the Company or intervene in any proceeding to which
the Company is a party for the purpose of taking responsibility on behalf of
the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

 

Auditor's Independence Declaration

The lead auditor's independence declaration for the year ended 30 June 2024
has been received and can be found on page 34 of the annual report.

Audit and Non-Audit Services

Details on the amounts paid or payable to the auditor (HLB Mann Judd) for
audit and non-audit services during the year are disclosed in note 23.

 

This Report is made in accordance with a resolution of the Directors.

 

 

Guy Robertson

Executive Chairman

27 September 2024

 

REMUNERATION REPORT - AUDITED

The remuneration report, which has been audited, outlines the key management
personnel remuneration arrangements for the Company, in accordance with the
requirements of the Corporations Act 2001 and its regulations.

The remuneration report is set out under the following main headings:

A. Principles used to determine the nature and amount of remuneration

B. Details of remuneration

C. Service agreements

D. Share-based compensation

E. Additional disclosures relating to key management personnel

A. Principles used to determine the nature and amount of remuneration

The Board's policy for determining the nature and amount of remuneration for
Board members and officers is as follows:

•          The remuneration policy, which sets the terms and
conditions (where appropriate) for the executive directors and other senior
staff members, was developed by the Remuneration Committee and ultimately
approved by the Board;

•          In determining competitive remuneration rates, the
Remuneration Committee may seek independent advice on local and international
trends among comparative companies and industries generally. The Remuneration
Committee examines terms and conditions for employee incentive schemes,
benefit plans and share plans. Independent advice may be obtained to confirm
that executive remuneration is in line with market practice and is reasonable
in the context of Australian executive reward practices. No remuneration
consultants were retained by the Group during the year;

•          The Company is a mineral exploration company, and
therefore speculative in terms of performance. Consistent with attracting and
retaining talented executives, directors and senior executives, such personnel
are paid market rates associated with individuals in similar positions within
the same industry. Options and performance incentives may be issued
particularly as the Company moves from commercialisation to a producing entity
and key performance indicators such as profit and production can be used as
measurements for assessing executive performance;

•          Given the early stage of the Company's projects it is
not meaningful to track executive compensation to financial results and
shareholder wealth. It is also not possible to set meaningful specific
objective performance criteria for directors as this stage;

•          All remuneration paid to directors and officers is
valued at the cost to the Company and expensed.  Where appropriate, shares
given to directors, executives and officers are valued as the difference
between the market price of those shares and the amount paid

 

 

 

A. Principles used to determine the nature and amount of remuneration

by the director or executive. Options are valued using the Black-Scholes
methodology; and

•          The policy is to remunerate non-executive directors and
officers at market rates for comparable companies for time, commitment and
responsibilities. Given the evolving nature of the Group's business, the
Board, in consultation with independent advisors, determines payments to the
non-executive directors and reviews their remuneration annually, based on
market practice, duties and accountability.

The maximum aggregate amount of fees that can be paid to non-executive
directors is $500,000 per annum. Fees for non-executive directors and officers
are not linked to the performance of the Company. However, from time to time
and subject to obtaining all requisite shareholder approvals, the directors
and officers will be issued with securities as part of their remuneration
where it is considered appropriate to do so and as a means of aligning their
interests with shareholders.

 

B. Details of remuneration

 

(i) Details of Directors and Key Management Personnel

Current Directors

Guy Robertson - Executive Chairman (appointed 17 January 2022)

George Ventouras -Executive Director (appointed 31 October 2023)

Vivienne Powe - Non-Executive Director (appointed 4 July 2022)

Elizabeth Henson - Non-Executive Director (appointed 22 April 2024)

 

Former Directors

Christopher Kelsall - Non-Executive Director (appointed 9 January 2024,
resigned 12 March 2024)

Simon Dominy - Executive Director (resigned 9 January 2024)

Daniel Smith - Non-Executive Chairman (resigned 31 October 2023)

 

Except as detailed in Notes (i) - (ii) to the Remuneration Report, no Director
has received or become entitled to receive, during or since the financial
period, a benefit because of a contract made by the Company or a related body
corporate with a Director, a firm of which a Director is a member or an entity
in which a Director has a substantial financial interest.  This statement
excludes a benefit included in the aggregate amount of emoluments received or
due and receivable by Directors and shown in Notes (i) - (ii) to the
Remuneration Report, prepared in accordance with the Corporations Regulations
2001, or the fixed salary of a full-time employee of the Company.

 

(ii) Remuneration of Directors and Key Management Personnel

The Remuneration Committee and the Board will assess the appropriateness of
the nature and amount of emoluments of such officers on a periodic basis by
reference to relevant employment market conditions with the overall objective
of ensuring maximum stakeholder benefit from the retention of a high-quality
Board and executive team. Remuneration of the Key Management Personnel of the
Group is set out below.

 FY23/24
 Name

                 Base Salary   Share            Post Employment Super-Contribution

                 and Fees      Based Payments   $                                                                                   Performance  based

                                                                                     Termination                           Total

                 $             $                                                     Benefits                                       %

                                                                                     $                                     $
 G.Robertson(1)  120,000       -                -                                    -                                     120,000  -
 E. Henson       17,250        -                -                                    -                                     17,250   -
 G.Ventouras     145,600       -                -                                    -                                     145,600  -
 V.Powe          56,712        -                6,238                                -                                     62,950   -
 D. Smith        35,000        -                -                                    -                                     35,000   -
 S. Dominy       115,103       -                -                                    -                                     115,103  -
 C. Kelsall      10,806        -                -                                                      -                   10,806   -
                 500,471       -                6,238                                -                                     506,709  -

 

 FY22/23
 Name                          Share            Post Employment Super-Contribution                                                   Performance  based

                 Base Salary   Based Payments   $                                                                         Total

                 and Fees                                                           Termination

                               $                                                    Benefits                                         %

                 $                                                                  $                                     $
 G.Robertson(1)  120,000       45,300           -                                   -                                     165,300    27%
 D. Smith        60,000        -                -                                   -                                     60,000     -
 S.Dominy        143,717       -                -                                   -                                     143,717    -
 V.Powe          54,299        26,000           5,701                               -                                     86,000     30%
 A. Clayton      144,412       196,300          -                                   221,151                               561,863    53%
 M. Potter       93,327        105,700          -                                   -                                     199,027    53%
 E.Mead          30,833        -                -                                                     -                   30,833     -
 L. Meter        195,769       -                20,556                              -                                     216,325    -
                 842,357       373,300          26,257                              221,151                               1,463,065  26%

 

 

 

 

 

 

 

C. Service agreements

 Component                         Executive Chairman(1)  Executive Director  Non-executive directors
 Fixed remuneration                $120,000               $200,400            $70,000
 Contract duration                 Ongoing                Ongoing             Ongoing
 Notice by the individual/company  1 month                3 months            1 month

All Board members have letters of appointment, with remuneration and terms as
stated.

¹Executive Chairman Guy Robertson, fee includes fee as CFO and Company
Secretary.

 

D. Share-based compensation

Options

The terms of each grant of options affecting remuneration in the previous,
current or future reporting periods are as follows:

 Date option granted  Expiry date  Exercise price of Shares  Number under option

                                                                                  Status
 20/12/2021           20/12/2024   15 cents                  2,000,000            Vested
 1/7/2022             2/12/ 2023   5 cents                   2,000,000              Vested
 5/9/2022             31/7/2025    5 cents                   3,000,000            Vested
 5/9/2022             31/7/2025    5 cents                   20,000,000           Lapsed

 

Fair values at the grant date are determined using a Black & Scholes
option pricing model that takes into account the exercise price, the term of
the option, the impact of dilution on the share price at grant date, and the
expected price volatility of the underlying shares, the expected dividend
yield and the risk free interest rate for the term of the option.

Options

No options were granted to Key Management Personnel in the current reporting
period.

Fair values at the grant date are independently using a Black-Scholes option
pricing model that takes into account the exercise price, the term of the
option, the impact of dilution the share price at grant date and expected
price volatility of the underlying shares, the expected dividend yield and the
risk-free interest rate for the term of the option.

 

All equity dealings with Directors have been entered into with terms and
conditions no more favourable than those that the entity would have adopted if
dealing at arm's length.

E. Additional disclosures relating to key management personnel

 

Shares held by Directors and Key Management Personnel

 FY23/24
 Name           Balance at the beginning of the year  Received as remuneration  Purchased/Net Change  Balance at resignation/

                                                                                Other                 the end of year
 G. Robertson   4,000,002                             -                         -                     4,000,002
 V. Powe        -                                     -                         1,000,000             1,000,000
 G.Ventouras    -                                     -                         -                     -
 D. Smith(1)    -                                     -                         -                     -
 S. Dominy(2)   -                                     -                         -                     -
 C. Kelsall(3)  -                                     -                         -                     -
                4,000,002                             -                         1,000,000             5,000,002

(1) Resigned 31 October 2023

(2) Resigned 09 January 2024

(3) Resigned 12 March 2024

 

Options held by Directors and Key Management Personnel

 FY23/24
                   Balance at                                                          Balance at

 Name              the beginning of the year   Received as remuneration                the end of the year

                                                                          Other
 Options
 G. Robertson      3,000,000                   -                          -            3,000,000
 V. Powe           2,000,000                   -                          -            2,000,000
 G.Ventouras(1,2)  -                           -                          5,166,667    5,166,667
 E. Henson(1)      -                           -                          2,000,000    2,000,000
 D. Smith          -                           -                          -            -
 S. Dominy(1)      2,000,000                   -                          (2,000,000)  -
 C. Kelsall        -                           -                          -            -
                   7,000,000                   -                          5,166,667    12,166,667

(1)Held or lapsed on appointment/resignation.

(2)Included in George Ventouras' options on appointment is 5,000,000 options
issued in FY24 financial year with fair value of $70,004 issued in relation to
consultancy services provided.

 

 

 

 

 

 

 

Other transactions with key management personnel

 These amounts are included in the key management personnel remuneration table
 above.
                                      30 June 2024   30 June 2023
                                      $             $

 Integrated CFO Solutions Pty Ltd(1)  120,000       120,000
 Minerva Corporate Pty Ltd(2)         35,000        60,000
                                      155,000       180,000

( )

 

(1) Company secretary/CFO fees $96,000 and director fees $24,000 paid to
Integrated CFO Solutions Pty Ltd, a company in which Mr Guy Robertson has an
interest.

(2) Director fees $35,000 (2023: $60,000) paid to Minerva Corporate Pty Ltd, a
company in which Mr Daniel Smith has an interest.

 

 

END OF AUDITED REMUNERATION REPORT

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2024

                                                                Consolidated
                                                                30 June 2024         30 June 2023
                                                         Notes  $                    $
 Revenue                                                 3      240,378              80,169

 Fair value loss on financial assets                     8      (2,666,250)          (337,666)
 Personnel costs                                                (73,059)             -
 Occupancy costs                                                (30,468)             (49,504)
 Legal fees                                                     (73,732)             (31,542)
 Consultancy costs                                              (491,784)            (951,660)
 Compliance and regulatory expenses                      4      (473,412)            (282,204)
 Directors' fees                                                (426,999)            (587,038)
 Travel costs                                                   (48,043)             (52,996)
 Marketing expenses                                             (130,028)            (69,106)
 Borrowing costs                                                (4,757)              (13,544)
 Other expenses                                                 (156,575)            (427,202)
 Project and exploration expenditure write off           12     (55,572)             (735,768)
 Impairment expense                                      13     (12,128,289)         (12,969,852)
 Share-based payments                                    24     (70,004)             (475,300)
 Foreign exchange loss                                          (3,178)              (20,330)
 LOSS BEFORE INCOME TAX                                         (16,591,769)         (16,923,543)
 Income tax (expense)/benefit                            5      -                    -
 LOSS FOR THE YEAR                                              (16,591,769)         (16,923,543)
 Other comprehensive income, net of tax                         -                    -
 TOTAL COMPREHENSIVE LOSS FOR THE YEAR                          (16,591,769)         (16,923,543)

 LOSS FOR THE YEAR ATTRIBUTABLE TO:
 Owners of the parent entity                                    (16,591,769)         (16,923,543)

 TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE TO:
 Owners of the parent entity                                    (16,591,769)         (16,923,543)

 Basic loss per share - cents                            22     (1.00)               (1.17)
 Diluted loss per share - cents                          22     (1.00)               (1.17)

 

The consolidated statement of profit or loss and other comprehensive income is
to be read in conjunction with the accompanying notes

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

 

                                                Consolidated

                                                30 June 2024         30 June 2023
                                         Notes  $                    $
 CURRENT ASSETS
 Cash and cash equivalents               6      572,628              1,703,016
 Other receivables                       7      176,688              123,104
 Other financial assets                  8      1,080,000            3,746,250
 TOTAL CURRENT ASSETS                           1,829,316            5,572,370

 NON-CURRENT ASSETS
 Plant and equipment                     9      34,335               57,266
 Intangible assets                       10     -                    -
 Right-of-use assets                     11     44,999               150,781
 Exploration and evaluation expenditure  12     34,213,548           32,054,704
 Development expenditure                 13     3,042,873            14,950,070
 TOTAL NON-CURRENT ASSETS                       37,335,755           47,212,821
 TOTAL ASSETS                                   39,165,071           52,785,191

 CURRENT LIABILITIES
 Trade and other payables                14     1,362,575            1,529,181
 Current lease liabilities               11     47,792               103,382
 Employee benefits obligation            15     -                    14,734
 TOTAL CURRENT LIABILITIES                      1,410,367            1,647,297

 NON-CURRENT LIABILITIES
 Lease liabilities                       11     -                    49,577
 Provisions                              16     5,923,259            5,723,259
 TOTAL NON-CURRENT LIABILITIES                  5,923,259            5,772,836
 TOTAL LIABILITIES                              7,333,626            7,420,133
 NET ASSETS                                     31,831,445           45,365,058

 EQUITY
 Share capital                           17     120,237,759          117,396,554
 Reserves                                18     499,111              389,358
 Accumulated losses                             (88,905,425)         (72,420,854)
 TOTAL EQUITY                                   31,831,445           45,365,058

 

The consolidated statement of financial position should be read in conjunction
with the accompanying notes.

 

 

Consolidated statement of Changes in Equity

 Consolidated                              Issued                    Accumulated Losses  Total

                                           Capital      Reserves                         Equity

                                           $            $            $                   $
 Balance at 1 July 2023                    117,396,554  389,358      (72,420,854)        45,365,058

 Loss for the year                         -            -            (16,591,769)        (16,591,769)
 Total comprehensive loss for the year     -            -            (16,591,769)        (16,591,769)
 Issue of shares                           3,173,250    -            -                   3,173,250
 Cost of share issue                       (185,098)    -            -                   (185,098)
 Lapse of options                          -            (107,198)    107,198             -
 Share-based payments cost of share issue  (146,947)    146,947      -                   -
 Share-based payments                      -            70,004       -                   70,004
 Balance at 30 June 2024                   120,237,759  499,111      (88,905,425)        31,831,445

 Consolidated                              Issued                    Accumulated Losses  Total

                                           Capital      Reserves                         Equity

                                           $            $            $                   $
 Balance at 1 July 2022                    114,927,239  2,725,913    (58,330,600)        59,322,552
 Loss for the year                         -            -            (16,923,543)        (16,923,543)

 Total comprehensive loss for the year     -            -            (16,923,543)        (16,923,543)
 Issue of shares                           2,631,485    -            -                   2,631,485
 Cost of share issue                       (140,736)    -            -                   (140,736)
 Lapse of options                          -            (2,833,289)  2,833,289           -
 Share-based payments cost of share issue

                                           (123,434)    123,434      -                   -
 Share-based payments                      102,000      373,300      -                   475,300
 Balance at 30 June 2023                   117,396,554  389,358      (72,420,854)        45,365,058

 

 

The consolidated statement of changes in equity should be read in conjunction
with the accompanying notes.

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED

 

 

                                                                                Consolidated
                                                                                30 June             30 June

                                                                                2024                2023
                                                                          Note  $                   $

 CASH FLOWS FROM OPERATING ACTIVITIES
 Receipts from customers                                                        232,740             -
 Payments to suppliers and employees                                            (2,045,331)         (2,861,804)
 Interest received                                                              7,639               107
 Finance costs paid                                                             (4,757)             (10,292)
 NET CASH USED IN OPERATING ACTIVITIES                                    25    (1,809,709)         (2,871,989)

 CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale of investments                                              -                   2,209,711
 Payments for purchase of plant and equipment                                   -                   (11,128)
 Payments for exploration and evaluation                                        (2,453,488)         (5,997,831)
 Payment for development expenditure                                            -                   (6,088)
 Proceeds on sale of plant and equipment                                        -                   1,497
 NET CASH USED IN INVESTING ACTIVITIES                                          (2,453,488)         (3,803,839)

 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issue of shares                                                  3,173,289           2,548,102
 Cost of share issue                                                            (185,097)           (166,986)
 Cash received in advance of share issue                                   14   256,394             -
 Repayment of lease liabilities                                           11    (109,924)           (98,542)
 NET CASH PROVIDED BY FINANCING ACTIVITIES                                      3,134,662           2,282,574

 Net decrease in cash held                                                      (1,128,535)         (4,393,254)
 Cash at the beginning of the year                                              1,703,016           6,106,222
 Effects of exchange rate changes on the balance of cash held in foreign        (1,853)             (9,952)
 currencies
 CASH AT THE END OF THE YEAR                                              6     572,628             1,703,016

 

The consolidated statement of cash flows is to be read in conjunction with the
accompanying notes.

NOTES TO THE FINANCIAL STATEMENTS

 

1.   SUMMARY of MATERIAL ACCOUNTING POLICY INFORMATION

Basis of Preparation

The financial statements are general purpose financial statements prepared in
accordance with Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative pronouncements of the Australian
Standards Board, International Financial Reporting Standards as issued by the
International Accounting Standards Board and the requirements of the
Corporations Act 2001. The Group is a for profit entity for financial
reporting purposes under Australian Accounting Standards.

Australian Accounting Standards set out accounting policies that the AASB has
concluded would result in a financial report containing relevant and reliable
information about transactions, events and conditions.  Compliance with
Australian Accounting Standards ensures that the financial statements and
notes also comply with International Financial Reporting Standards.  Material
accounting policies adopted in the preparation of this financial report are
presented below and have been consistently applied unless otherwise stated.

The consolidated financial statements have been prepared on the basis of
historical costs, except for the revaluation of certain non-current assets and
financial instruments. Cost is based on the fair value of the consideration
given in exchange for assets. All amounts are presented in Australian dollars,
unless otherwise stated.

The financial statements are presented in Australian dollars which is Artemis
Resources Limited's functional and presentation currency.

These financial statements were authorised for issue on 30 September 2024.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company and its subsidiaries.
Control is achieved when the Company:

·      has power over the investee;

·      is exposed, or has rights, to variable returns from its
involvement in with the investee; and

·      has the ability to its power to affect its returns.

The Company reassess whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements listed above.

When the Company has less than a majority of the voting rights if an investee,
it has the power over the investee when the voting rights are sufficient to
give it the practical ability to direct the relevant activities of the
investee unilaterally. The Company considers all relevant facts and
circumstances in assessing whether or not the Company's voting rights are
sufficient to give it power, including:

·      the size of the Company's holding of voting rights relative to
the size and dispersion of holdings of the other vote holders;

·      potential voting rights held by the Company, other vote holders
or other parties; rights arising from other contractual arrangements; and

·      any additional facts and circumstances that indicate that the
Company has, or does not have, the current ability to direct the relevant
activities at the time that decisions need to be made, including voting
patterns at previous shareholder meetings.

Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated statement of profit or loss
and comprehensive income from the date the Company gains control until the
date when the Company ceases to control the subsidiary.

Changes in the Group's ownership interest in subsidiaries that do not result
in the Group losing control over the subsidiaries are accounted for as equity
transactions. The carrying amounts of the Group's interests and the
non-controlling interests are adjusted to reflect the changes in their
relative interests in subsidiaries. Any difference between the amount paid by
which the non-controlling interests are adjusted, and the fair value of the
consideration paid or received is recognised directly in equity and attributed
to the owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in
profit or loss and is calculated as the difference between:

·      The aggregate of the fair value of the consideration received and
the fair value of any retained interest; and

·      The previous carrying amount of the assets (including goodwill),
and liabilities of the subsidiary and any non-controlling interests.

All amounts previously recognised in other comprehensive income in relation to
that subsidiary are accounted for as if the Group had directly disposed of the
related assets or liabilities of the subsidiary (i.e. reclassified to profit
or loss or transferred to another category of equity as specified/permitted by
the applicable AASBs). The fair value of any investment retained in the former
subsidiary at the date when control is lost is regarded as the fair value on
initial recognition for subsequent accounting under AASB 9, when applicable,
the cost on initial recognition of an investment in an associate or a joint
venture.

Adoption of New a Revised Accounting Standards or Interpretations

In the year ended 30 June 2024, the Directors have reviewed all of the new and
revised Standards and Interpretations issued by the AASB that are relevant to
the Company and effective for the current reporting period. As a result of
this review, the Directors have determined that there is no material impact of
the new and revised Standards and Interpretations on the Group and therefore,
no material change is necessary to Group accounting policies.

Any new, revised or amending Accounting Standards or Interpretations that are
not yet mandatory have not been early adopted.

The Directors have also reviewed all the new and revised Standards and
Interpretations in issue not yet adopted for the year ended 30 June 2024.  As
a result of this review the

Directors have determined that there is no material impact of the Standards
and Interpretations in issue not yet adopted by the Company.

Going Concern

 

For the year ended 30 June 2024, the Group recorded a loss of $16,591,769
(2023: Loss of $16,923,543) and had net cash outflows from operating
activities of $1,809,709 (2023: $2,871,989) for the year and a net working
capital surplus of $418,949 as at 30 June 2024 (2023:  $3,925,073).

The Directors believe that it is reasonably foreseeable that the Company and
Group will continue as a going concern and that it is appropriate to adopt the
going concern basis in the preparation of the financial report after
consideration of the following factors:

 

·      The Group has cash at bank of $572,628 and net assets of
$31,831,445 as at 30 June 2024;

·      The Group has approximately $1.08 million in liquid investments.

·      The Company has raised approximately $3.1 million, before costs,
in new capital during the year, as well as approximately $1.9m was received
after 30 June 2024. Directors are of the view that should the Company require
additional capital it has the ability to raise further capital to enable the
Group to meet scheduled exploration expenditure requirements and future plans
on the development assets;

·      The ability of the Group to scale back certain parts of its
activities that are non-essential so as to conserve cash; and

·      The Group retains the ability, if required, to wholly or in part
dispose of interests in mineral exploration and development assets, and liquid
investments.

 

However, should the Company be unable to raise capital in a sufficiently
timely basis and/or reduce expenditure to the extent required there may exist
a material uncertainty which may cast significant doubt as to whether the
Company and Group will continue as a going concern and therefore whether they
will realise their assets and extinguish their liabilities in the normal
course of business and at the amounts stated in the financial report.

 

Income taxes

The income tax expense (benefit) for the year comprises current income tax
expense (income) and deferred tax expense (income).  Current income tax
expense charged to the statement of profit or loss and other comprehensive
income is the tax payable on taxable income calculated using applicable income
tax rates enacted, or substantially enacted, as at reporting date.  Current
tax liabilities (assets) are therefore measured at the amounts expected to be
paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and
deferred tax liability balances during the year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited
directly to equity instead of the profit or loss when the tax relates to items
that are credited or charged directly to equity.  Deferred tax assets and
liabilities are ascertained based on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
financial statements.

 

Deferred tax assets also result where amounts have been fully expensed but
future tax deductions are available.  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 assets and liabilities are calculated at the tax rates that are
expected to apply to the period when the asset is realised or the liability is
settled, based on tax rates enacted or substantively enacted at reporting
date.  Their measurement also reflects the manner in which management expects
to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses
are recognised only to the extent that it is probable that future taxable
profit will be available against which the benefits of the deferred tax asset
can be utilised.  Where temporary differences exist in relation to
investments in subsidiaries, branches, associates, and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the
reversal of the temporary difference can be controlled and it is not probable
that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable
right of set-off exists and it is intended that net settlement or simultaneous
realisation and settlement of the respective asset and liability will occur.
Deferred tax assets and liabilities are offset where a legally enforceable
right of set-off exists, the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities where it is intended that net settlement
or simultaneous realisation and settlement of the respective asset and
liability will occur in future periods in which significant amounts of
deferred tax assets or liabilities are expected to be recovered or settled.

 

Exploration and evaluation costs

Exploration and evaluation expenditures in relation to each separate area of
interest are recognised as an exploration and evaluation asset in the year in
which they are incurred where the following conditions are satisfied:

·      the rights to tenure of the area of interest are current; and

·      at least one of the following conditions is also met:

Ø the exploration and evaluation expenditures are expected to be recouped
through successful development and exploitation of the area of interest, or
alternatively, by its sale; or

Ø exploration and evaluation activities in the area of interest have not at
the balance date reached a stage which permits a reasonable assessment of the
existence or otherwise of economically recoverable reserves, and active and
significant operations in, or in relation to, the area of interest are
continuing.

Exploration and evaluation assets are initially measured at cost and include
acquisition of rights to explore, studies, exploratory drilling, trenching and
sampling and associated activities and an allocation of depreciation and
amortised of assets used in exploration and evaluation activities. General and
administrative costs are only included in the measurement of exploration and
evaluation costs where they are related directly to operational activities in
a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and
circumstances suggest that the carrying amount of an exploration and
evaluation asset may exceed its recoverable amount. The recoverable amount of
the exploration and evaluation asset (for the cash generating unit(s) to which
it has been allocated being no larger than the relevant area of interest) is
estimated to determine the extent of the impairment loss (if any). Where an
impairment loss subsequently reverses, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but only to the
extent that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the
asset in previous years.

Where a decision has been made to proceed with development in respect of a
particular area of interest, the relevant exploration and evaluation asset is
tested for impairment and the balance is then reclassified to development.

In determining the costs of site restoration, there is uncertainty regarding
the nature and extent of the restoration due to community expectations and
future legislation.  Accordingly, the costs have been determined on the basis
that the restoration will be completed within one year of abandoning the site.

 

Financial Instruments

Recognition and initial measurement

Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.

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.

Classification and subsequent measurement

All financial assets are initially measured at fair value adjusted for
transaction costs (where applicable). For the purpose of subsequent
measurement, all the financial assets, are classified as amortised cost.

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, except for impairment of other receivables which is presented
within other expenses.

(i)      Financial assets at fair value through profit or loss

Financial assets designated at fair value through profit or loss ('FVTPL') are
carried at fair value and any subsequent gains or losses are recognised in the
Statement of Profit or Loss and Other Comprehensive Income.

 

 

(ii)       Financial assets at amortised cost

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

•      the contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the principal
amount outstanding.

After initial recognition, these are measured at amortised cost using the
effective interest method.

Discounting is omitted where the effect of discounting is immaterial. The
Group's cash and cash equivalents, and most other receivables fall into this
category of financial instruments.

Classification and measurement of financial liabilities

The Group's financial liabilities include borrowings, trade and other payables
and derivative financial instruments.

Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value with gains
or losses recognised in profit or loss.

All interest-related 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.

Impairment

The carrying values of plant and equipment and development expenditure are
reviewed for impairment at each balance date, with recoverable amount being
estimated when events or changes in circumstances indicate that the carrying
value may be impaired.

The recoverable amount of plant and equipment is the higher of fair value less
costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset.

For an asset that does not generate largely independent cash inflows,
recoverable amount is determined for the cash-generating unit to which the
asset belongs, unless the asset's value in use can be estimated to approximate
fair value.

An impairment exists when the carrying value of an asset or cash-generating
unit exceeds its estimated recoverable amount. The asset or cash-generating
unit is then written down to its recoverable amount.

For plant and equipment and development expenditure, impairment losses are
recognised in the statement of profit or loss and other comprehensive income
in the cost of sales line item.

Development expenditure

Development expenditures represent the accumulation of all exploration,
evaluation and other expenditure incurred in respect of areas of interest in
which mining is in the process of commencing. When further development
expenditure is incurred after the commencement of production, such expenditure
is carried forward as part of the mine property only when substantial future
economic benefits are thereby established, otherwise such expenditure is
classified as part of the cost of production.

Restoration and rehabilitation

A provision for restoration and rehabilitation is recognised when there is a
present obligation as a result of development activities undertaken, it is
probable that an outflow of economic benefits will be required to settle the
obligation, and the amount of the provision can be measured reliably. The
estimated future obligations include the costs of abandoning sites, removing
facilities and restoring the affected areas.

The provision for future restoration costs is the best estimate of the present
value of the expenditure required to settle the restoration obligation at the
balance date. Future restoration costs are reviewed annually and any changes
in the estimate are reflected in the present value of the restoration
provision at each balance date.

The initial estimate of the restoration and rehabilitation provision is
capitalised into the cost of the related asset and amortised on the same basis
as the related asset, unless the present obligation arises from the production
of inventory in the period, in which case the amount is included in the cost
of production for the period. Changes in the estimate of the provision for
restoration and rehabilitation are treated in the same manner, except that the
unwinding of the effect of discounting on the provision is recognised as a
finance cost rather than being capitalised into the cost of the related asset.

The provision is measured at the present value or management's best estimate
of the expenditure required to settle the present obligation at the end of the
reporting period. If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that reflects the risks
specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as an interest expense.

Provisions

Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation.  Provisions are not recognised for future operating losses.

 

 

 

Equity settled compensation

Share-based payments to employees are measured at the fair value of the
instruments issued and amortised over the vesting periods.  Share-based
payments to non-employees are measured at the fair value of goods or services
received or the fair value of the equity instruments issued, if it is
determined the fair value of the goods or services cannot be reliably measured
and are recorded at the date the goods or services are received.  The
corresponding amount is recorded to the option reserve.  The fair value of
options is determined using the Black-Scholes pricing model.  The number of
shares and options expected to vest is reviewed and adjusted at the end of
each reporting period such that the amount recognised for services received as
consideration for the equity instruments granted is based on the number of
equity instruments that eventually vest.

Parent entity disclosures

The financial information for the parent entity, Artemis Resources Limited,
has been prepared on the same basis as the consolidated financial statements.

Use of estimates and judgements

The preparation of financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses.

Actual results may differ from these estimates.  Estimates and underlying
assumptions are reviewed on an ongoing basis.  Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in
any future periods affected.

Exploration and evaluation, and development expenditure carried forward

The Group capitalises expenditure relating to exploration and evaluation, and
development, where it is considered likely to be recoverable or where the
activities have not reached a stage which permits a reasonable assessment of
the existence of reserves.  While there are certain areas of interest from
which no reserves have been determined, the Directors are of the continued
belief that such expenditure should not be written off since feasibility
studies in such areas have not yet concluded.

The recoverability of the carrying amount of mine development expenditure
carried forward has been reviewed by the Directors.  In conducting the
review, the recoverable amount has been assessed by reference to the higher of
"fair value less costs of disposal" and "value in use".  In determining value
in use, future cash flows are based on:

•    Estimates of ore reserves and mineral resources for which there is a
high degree of confidence of economic extraction;

•    Estimated production and sales levels;

•    Estimate future commodity prices;

•    Future costs of production;

•    Future capital expenditure; and/or

•    Future exchange rates.

Variations to expected future cash flows, and timing thereof, could result in
significant changes to the impairment test results, which in turn could impact
future financial results.

The fair value less costs of disposal was estimated by an independent
valuation expert using the 'cost approach'. The cost approach is based on the
proposition that an informed purchaser would pay no more for an asset than the
cost of providing a substitute with the utility as the subject asset. Direct
and indirect comparisons with sales prices taking into account the age and
condition of the asset is used to estimate the fair value of the asset.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by an external valuer using a
Black-Scholes model, using the assumptions detailed in Note 24.

Fair value of financial instruments

Management uses valuation techniques to determine the fair value of financial
instruments (where active market quotes are not available) and non-financial
assets. This involves developing estimates and assumptions consistent with how
market participants would price the instrument.

Provision for restoration and rehabilitation

The provision for restoration and rehabilitation has been estimated based on
quotes provided by third parties. The provision represents the best estimate
of the present value of the expenditure required to settle the restoration
obligation at the reporting date.

2.   SEGMENT INFORMATION

AASB 8 Operating Segments requires operating segments to be identified on the
basis of internal reports about components of the Group that are regularly
reviewed by the Chief Operating Decision Maker in order to allocate resources
to the segment and to assess its performance.

The Group's operating segments have been determined with reference to the
monthly management accounts used by the Chief Operating Decision Maker to make
decisions regarding the Group's operations and allocation of working capital.
Due to the size and nature of the Group, the Board as a whole has been
determined as the Chief Operating Decision Maker.

 

a. Description of segments

The Board has determined that the Group has two reportable segments, being
mineral exploration activities and development expenditure. The Board monitors
the Group based on actual versus budgeted expenditure incurred by area of
interest.

The internal reporting framework is the most relevant to assist the Board with
making decisions regard the Group and its ongoing exploration activities.

 

b. Segment information provided to the Board:

                                                Exploration Activities                         Development Activities  Unallocated  Total
                                                West Pilbara         East Pilbara  Lithium JV  Radio Hill              Corporate

                                                $                    $             $           $                       $            $
 30 June 2024
 Segment revenue                                -                    -             -           -                       240,378      240,378
 Fair value loss on financial assets                                                                                   (2,666,250)  (2,666,250)

                                                -                    -             -           -
 Segment expenses                               -                    -             -           -                       (1,982,036)  (1,982,036)
 Impairment                                     -                    -             -           (12,128,289)            -            (12,128,289)
 Project and exploration expenditure write off                                                                         -            (55,572)

                                                (55,572)             -             -           -
 Reportable segment loss                        (55,572)             -             -           (12,128,289)            (4,407,908)  (16,591,769)

 Reportable segment assets                           25,223,384      8,314,519     675,645     3,042,873               1,908,650    39,165,071
 Reportable segment liabilities                 -                    -             -           5,923,259               1,410,366    7,333,626
 Additions to non-current assets                1,653,912            350,825       209,674     221,097                 -            2,435,508
 30 June 2023
 Segment revenue                                -                    -             -           -                       80,169       80,169
 Fair value loss on financial assets                                                                                   (337,666)    (337,666)

                                                -                    -             -           -
 Segment expenses                               -                    -             -           -                       (2,960,426)  (2,960,426)
 Impairment                                     -                    -             -           (12,969,852)            -            (12,969,852)
 Project and exploration expenditure write off                                                                         -            (735,768)

                                                (735,768)            -             -           -
 Reportable segment loss                        (735,768)            -             -           (12,969,852)            (3,217,923)  (16,923,543)

 Reportable segment assets                           24,121,635      7,933,069     -           14,950,070              5,780,417    52,785,191
 Reportable segment liabilities                 -                    -             -           5,723,259               1,696,874    7,420,133
 Additions to non-current assets                2,449,727            3,017,119     -           500,000                 223,995      6,190,841

2.   REVENUE

                      Consolidated
                      30 June 2024         30 June 2023
                      $                    $
 Other revenue
 Other sundry income  232,739              80,062
 Interest received    7,639                107
                      240,378              80,169

 

 3.   COMPLIANCE AND REGULATORY EXPENSES

 Consolidated
                                    30 June 2024    30 June 2023
                                    $               $

       AIM listing expenses         20,553          -
       Other regulatory costs       452,859         282,204
                                    473,412         282,204

 

4.   income taxes

(a) Income tax expense

                     Consolidated
                     30 June 2024         30 June 2023
                     $                    $
 Current tax         -                    -
 Deferred tax        -                    -
 Income tax expense  -                    -

 

(b) Income tax recognised in the statement of profit or loss and other
comprehensive income

                                                                       Consolidated
                                                                       30 June 2024         30 June 2023
                                                                       $                    $
 Loss before tax                                                       (16,591,569)         (16,923,543)
 Tax at 30% (2023: 30%)                                                (4,977,531)          (5,077,063)
 Tax effect of non-deductible expenses                                 831,498              243,890
 Impairment of development and exploration expenditure and impairment  3,655,158            4,090,370
 Timing differences not brought to account                             490,875              742,803
 Income tax expense                                                    -                    -

 

 

 

 

 

(c) Deferred tax balances

                                      Consolidated
                                      30 June 2024         30 June 2023
                                      $                    $
 Deferred tax assets comprise:
 Tax losses carried forward           12,766,220           10,363,482
 Employee benefits obligation         -                    4,420
 Provisions                           1,776,977            1,716,977
                                      14,543,197           12,084,879
 Deferred tax liabilities comprise:
 Capitalised exploration costs        10,264,064           9,616,411
                                      10,264,064           9,616,411
 Net deferred tax asset unrecognised  4,279,133            2,468,468

(d) Analysis of deferred tax assets

Potential deferred tax assets attributable to tax losses and exploration
expenditure carried forward have not been brought to account at 30 June 2024
because the directors do not believe it is appropriate to regard realisation
of the deferred tax assets as probable at this point in time. These benefits
will only be obtained if:

·    the Group derives future assessable income of a nature and of an
amount sufficient to enable the benefit from the deductions for the loss and
exploration expenditure to be realised;

·    the Group continues to comply with conditions for deductibility
imposed by law; and

·    no changes in tax legislation adversely affect the company in
realising the benefit from the deductions for the loss and exploration
expenditure.

The applicable tax rate is the national tax rate in Australia for companies,
which is 30% at the reporting date.

 

5.   cash and cash equivalents

Cash and cash equivalents consist of cash on hand and account balances with
banks and investments in money market instruments, net of outstanding bank
overdrafts. Cash and cash equivalents included in the consolidated statement
of cash flows comprise the following amounts:

                            Consolidated
                            30 June 2024         30 June 2023
                            $                    $

 Cash and cash equivalents  572,628              1,703,016

6.   other receivables

                    Consolidated
                    30 June 2024         30 June 2023
                    $                    $

 Other receivables  73,552               1,761
 GST receivables    14,915               52,320
 Prepayments        88,221               69,023
                    176,688              123,104

The value of trade and other receivables considered by the Directors to be
past due or impaired is nil (2023: Nil).

 

7.   other financial assets

                                                              Consolidated
                                                              30 June 2024         30 June 2023
                                                              $                    $
 Current
 Fair Value Through Profit or Loss
 Shares in listed equity securities (Level 1)                 1,080,000            3,746,250

                                     Consolidated
                                     30 June 2024                                  30 June 2023
 Movement in other financial assets  $                                             $
 Opening balance                     3,746,250                                     6,283,560
 Disposals                           -                                             (2,199,644)
 Fair value gain/(loss)              (2,666,250)                                   (337,666)
 Closing balance                     1,080,000                                     3,746,250

 

8.   PLANT AND EQUIPMENT

                                                  Consolidated
                                                  30 June 2024         30 June 2023
                                                  $                    $

 Computer equipment - at cost                     82,682               92,905
 Less: Accumulated depreciation                   (68,123)             (66,026)
 Total computer equipment at net book value       14,559               26,879

 Furniture and fittings - at cost                 83,003               54,135
 Less: Accumulated depreciation                   (82,921)             (53,779)
 Total furniture and equipment at net book value  82                   356

 Motor vehicles - at cost                         55,955               50,656
 Less: Accumulated depreciation                   (36,261)             (20,625)
 Total motor vehicles at net book value           19,694               30,031

 Total plant and equipment                        34,335               57,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of movement during the year

Reconciliations of the carrying amounts for each class of plant and equipment
are set out below:

 

                                               Consolidated
                                               30 June 2024         30 June 2023
                                               $                    $
 Computer equipment:
 Carrying amount at the beginning of the year  26,879               27,109
 - Addition                                    -                    11,128
 - Disposals                                   (4,533)              (37)
 - Depreciation                                (7,787)              (11,321)
 Carrying amount at the end of the year        14,559               26,879

 Furniture and fittings
 Carrying amount at the beginning of the year  356                  26,504
 - Addition                                    -                    -
 - Disposal                                    (274)                (770)
 - Depreciation                                -                    (25,378)
 Carrying amount at the end of the year        82                   356

 Motor vehicles
 Carrying amount at the beginning of the year  30,031               42,128
 - Additions                                   -                    -
 - Disposal                                    -                    (2,200)
 - Depreciation                                (10,337)             (9,897)
 Carrying amount at the end of the year        19,694               30,031

9.   intangible assets

                                            Consolidated
                                            30 June 2024         30 June 2023
                                            $                    $

 Computer Software - at cost                -                    150,214
 Less: Accumulated amortisation             -                    (150,214)
 Total computer software at net book value  -                    -

Reconciliation of movement during the year:

                                               Consolidated
                                               30 June 2024         30 June 2023
                                               $                    $
 Computer Software:
 Carrying amount at the beginning of the year  -                    3,523
 - Disposal                                    -                    (67)
 - Amortisation                                -                    (3,456)
 Carrying amount at the end of the year        -                    -

10.      LEASES

 Amounts recognised in the balance sheet:     Consolidated
                                              30 June 2024            30 June 2023
                                              $                       $
 Right-of-use assets
 Offices                                      44,999                  150,781
 Total right-of-use assets                    44,999                  150,781

 Lease liabilities
 Current                                      47,792                  103,382
 Non-current                                  -                       49,577
 Total right-of-use liabilities               47,792                  152,959

 Movement in right-of-use assets
                                              Consolidated
                                              30 June 2024            30 June 2023
                                              $                       $
 Right-of-use assets opening balance          150,781                 153,980
 Add: New leases                              -                       212,867
 Less: Amortisation                           (105,782)               (124,239)
 Less: Lease surrender                        -                       (91,827)
 Right-of-use assets closing balance          44,999                  150,781

 Movement in lease liabilities
                                              Consolidated
                                              30 June 2024            30 June 2023
                                              $                       $
 Lease liability recognised at start of year  152,959                 153,451
 New lease                                    -                       212,867
 Add: Interest Expense                        4,757                   10,292
 Less: Lease surrender                        -                       (125,109)
 Less: Principal repayment                    (109,924)               (98,542)
 Closing balance                              47,792                  152,959

a)   Amounts recognised in the statement of profit or loss:

                                                                               30 June 2024      30 June 2023
                                                                               $                 $

 Depreciation charge of right-of-use assets                                    105,782           124,239
 Interest expense (included in finance cost)                                   4,757             10,292
 Expenses relating to short-term leases (included in administrative expenses)  27,899            31,953

 Lease-related expenses are capitalised for Exploration and Evaluation due to
 the business being an exploration in nature.

 The total cash outflow for leases during the year ended 30 June 2024 was
 $109,924  (2023: $108,834).

11.      exploration and evaluation expenditure

                                         Consolidated

                                         30 June 2024         30 June 2023
                                         $                    $

 Exploration and evaluation expenditure  34,213,548           32,054,704

Exploration and Evaluation Phase Costs

Costs capitalised on areas of interest have been reviewed for impairment
factors, such as resource prices, ability to meet expenditure going forward
and potential resource downgrades.  The Group has ownership or title to the
areas of interest in respect of which it has capitalised expenditure and has
reasonable expectations that its activities are ongoing.

Reconciliation of movement during the year:

                                            Consolidated

                                            30 June 2024         30 June 2023
                                            $                    $
 Opening balance                            32,054,704           27,323,626
 Expenditure capitalised in current period  2,214,416            5,466,846
 Exploration expenditure written off        (55,572)             (735,768)
 Closing balance                            34,213,548           32,054,704

12.      DEVELOPMENT EXPENDITURE

                          Consolidated

                          30 June 2024         30 June 2023
                          $                    $
 Development expenditure  3,042,873            14,950,070

Reconciliation of movement during the year:

                                                    Consolidated

                                                    30 June 2024         30 June 2023
                                                    $                    $
 Opening balance                                    14,950,070           27,420,924
 Additions                                          21,092               -
 Disposals                                          -                    (1,002)
 Impairment(1)                                      (12,128,289)         (12,969,852)
 Increase in rehabilitation provision(2) (Note 16)  200,000              500,000
 Closing balance                                    3,042,873            14,950,070

¹the Company's market capitalisation is below its net assets. This represents
an impairment indicator for the Company's Development Expenditure asset. The
Company assessed impairment with fair value less cost to sell. During the year
the Company obtained a valuation of the Radio Hill processing plant. The
valuation was undertaken by an independent valuation expert using the Cost
Approach.

 

The Cost Approach is based on the proposition that an informed purchaser would
pay no more for an asset than the cost of producing a substitute with the same
utility as the subject asset. The cost approach begins with the cost to
replace or acquire new and deducts all forms of depreciation to determine an
estimate of value. It considers that the maximum value of a property to a
knowledgeable buyer would be that amount currently required to construct a new
property of equal utility, adjusting for differences in age, condition and any
other forms of depreciation and obsolescence factors as of the effective date
of the appraisal. The Radio Hill processing plant has been written down to the
value determined by the valuers.

²The rehabilitation provision was increased by $200,000 (2023: $500,000)
during the year (See Note 16).

 

14.     trade and other payables

                                          Consolidated
                                          30 June 2024         30 June 2023
                                          $                    $
                                          1,106,181            1,529,181

 Trade and other payables
 Cash received in advance of share issue  256,394              -
                                          1,362,575            1,529,181

 

The Company completed tranche 2 of the capital raise outlined in the ASX
announcement dated 10 May 2024 on 12 July 2024, issuing 152,686,277 shares at
$0.01275. At 30 June 2024, the Company received $256,394 in advance of this
share issue.

15.     EMPLOYEE benefits obligationS

                         Consolidated
                         30 June 2024         30 June 2023
                         $                    $
 Opening balance         14,734               39,473
 Provision for the year  -                    -
 Benefits used or paid   (14,734)             (24,739)
 Closing balance         -                    14,734

16.      Provisions

                                                 Consolidated
                                                 30 June 2024         30 June 2023
                                                 $                    $
 Provision for restoration and rehabilitation    5,923,259            5,723,259

 Reconciliation of movement for the year
 Opening balance                                 5,723,259            5,223,259
 Increase in rehabilitation provision (Note 13)  200,000              500,000
 Closing balance                                 5,923,259            5,723,259

During the year the Group revised its provision for restoration and
rehabilitation to account for changes in inflation and discount rates. This
resulted in an increase in the provision. The increase has been capitalised as
part of the development asset.

17.      SHARE CAPITAL

                              Consolidated                  Consolidated
                              30 June 2024   30 June 2023   30 June 2024  30 June 2023
                              No. of Shares  No. of Shares  $             $
 Issued and Paid-up Capital
 Ordinary shares, fully paid  1,764,196,149  1,569,918,371  120,237,754   117,396,554

Reconciliation of movement during the year:

                                           2024           2024         2023           2023
                                           Shares         $            Shares         $

 Opening balance                           1,569,918,371  117,396,554  1,388,330,984  114,927,239
 Shares issued for services rendered       -              -            11,587,387     185,383
 Shares issued to investors for Placement  194,277,778    3,173,250    170,000,000    2,548,102
 Share issue costs                         -              (185,098)    -              (140,736)
 Share issue costs - options               -              (146,947)    -              (123,434)
 Closing balance                           1,764,196,149  120,237,759  1,569,918,371  117,396,554

 

Term of Issue:

Ordinary Shares

Ordinary shares participate in dividends and are entitled to one vote per
share at shareholders meetings.  In the event of winding up the Company,
ordinary shareholders rank after creditors and are entitled to any proceeds of
liquidation in proportion to the number of shares held.

18.      RESERVES

                       Consolidated                    Consolidated
                       30 June 2024    30 June 2023    30 June 2024  30 June 2023
                       No. of options  No. of options  $             $
 Share based payments
 Options               172,888,884     116,500,000     499,111       389,358

 

 Options movement
                                           Number       $
 Opening balance                           116,500,000  389,358

 Free attaching options to share issue(1)  56,388,884   -
 Options issued to brokers/advisers        11,000.000   146,947
 Consulting options                        5,000,000    70,004
 Options lapsed                            (7,500,000)  (107,198)
 Options converted to shares               (8,500,000)  -
                                           172,888,884  499,111

(1)The Company issued 56,388,884 free attaching options to a share issue
during the year on the basis of one option for every two new shares issued.
The options have an exercise price of $0.025 and an expiry date of 9 March
2026.

The share option reserve represents the cumulative amounts charged to profit
in respect of option arrangements where the option has not yet been settled by
exercise or award of shares.

Refer to Note 24 for details on share-based payments.

 

19.      FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Board of Directors takes responsibility for managing financial risk
exposures of the Group.  The Board monitors the Group's financial risk
management policies and exposures and approves financial transactions.  It
also reviews the effectiveness of internal controls relating to commodity
price risk, counterparty credit risk, currency risk, liquidity risk and
interest rate risk.  The Board meets approximately bi-monthly at which these
matters are reviewed.

The Board's overall risk management strategy seeks to assist the Group in
meeting its financial targets, while minimising potential adverse effects on
financial performance.  Its review includes the use of hedging derivative
instruments, credit risk policies and future cash flow requirements.

The Company's principal financial instruments comprise cash, short term
deposits and securities in Australian or International listed companies.  The
main purpose of the financial instruments is to earn the maximum amount of
interest at a low risk to the company.  The Company also has other financial
instruments such as trade debtors and creditors which arise directly from its
operations.

The main risks arising from the Company's financial instruments are interest
rate risk, credit risk, foreign exchange risk, commodity risk and liquidity
risk. The Board reviews and agrees policies for managing each of these risks
and they are summarised below:

(i) Interest Rate Risk

The Company's exposure to interest rate risk is the risk that a financial
instrument's value will fluctuate as a result of changes in market interest
rates and the effective weighted average interest rate for each class of
financial assets and financial liabilities.

The following table demonstrates the sensitivity to a reasonably possible
change in interest rates on the following financial assets and liabilities:

 FY2024                          Carrying           Effect on loss before tax     Effect on pre-tax equity

                                 Amount
                                 +1%                -1%                           +1%            -1%

 Financial Assets
 Cash and cash equivalents(1)    572,628            5,726          (5,726)        5,726          (5,726)
 Trade and other receivables(2)  176,668            -              -              -              -
 Other financial assets(5)       1,080,00           -              -              -              -
                                 1,829,316          5,726          (5,726)        5,726          (5,726)

 Financial liabilities
 Trade and other payables(3)     1,106,181
 Financial Liabilities(4)        47,792             (4,779)        4,779          (4,779)        4,779
                                 1,153,973          (4,779)        4,779          (4,779)        4,779
 Total increase/(decrease)                          52,484         (52,484)       52,484         (52,484)

 

 

 

 

 

 FY2023                          Carrying           Effect on loss before tax     Effect on pre-tax equity

                                 Amount
                                 +1%                -1%                           +1%            -1%

 Financial Assets
 Cash and cash equivalents(1)

                                 1,703,016          17,030         (17,030)       17,030         (17,030)
 Trade and other receivables(2)

                                 123,104            -              -              -              -
 Other financial assets(5)

                                 3,746,250          -              -              -              -
                                 5,572,370          17,030         (17,030)       17,030         (17,030)

 Financial liabilities
 Trade and other payables(3)     1,529,181          -              -              -              -
 Financial Liabilities(4)        152,959            (1,530)        1,530          (1,530)        1,530
                                   1,682,140        (1,530)        1,530          (1,530)        1,530
 Total increase/(decrease)                          15,500         (15,500)       15,500         (15,500)

 

(1) Cash and cash equivalents are denominated in both AUD and GBP. The
weighted average interest rate for the year ended 30 June 2023 was 0.00%
(2022: 0.00%). No other financial assets or liabilities are interest bearing.

(2) Trade and other receivables are denominated in AUD and are not interest
bearing.

(3) Trade and other payables at balance date are denominated mainly in AUD and
are not interest bearing.

(4) Financial liabilities are lease liabilities with an implicit interest
rate.

(5) Other financial assets are designated in AUD and are non-interest bearing.

 

(ii) Credit Risk

Credit risk refers to the risk that a counter-party will default on its
contractual obligations resulting in financial loss to the Company.  The
Company has adopted the policy of only dealing with credit worthy
counterparties and obtaining sufficient collateral or other security where
appropriate, as a means of mitigating the risk of financial loss from
defaults.

The Company does not have any significant credit risk exposure to any single
counterparty or any group of counterparties having similar characteristics.
The carrying amount of financial assets recorded in the financial statements,
net of any provisions for losses, represents the Company's maximum exposure to
credit risk.

(iii) Foreign Exchange Risk

The Company had the following British Pound and United States Dollar
denominated assets and liabilities at year end.

                                                                                                       Consolidated
                                                                                                       30 June 2024         30 June 2023

 Cash
 Cash and cash equivalents   British Pound                                                             536                  42,195
                                                                                                       4,735                      7,116
 United State Dollars

 

The following tables demonstrate the sensitivity to a reasonably possible
change in USD exchange rate, with other variables held constant.

 Net impact of strengthening/(weakening) of AUD on GBP/USD assets/liabilities  Change in GBP rate  Effect on loss before tax  Effect on pre-tax equity
 outlined above

 FY2024 (GBP& USD)                                                             +5%                 51                         51
                                                                               -5%                 (51)                       (51)
 FY2023 (GBP& USD)                                                             +5%                 351                        351
                                                                               -5%                 (351)                      (351)

(iv)  Market Risk

The Company's listed investments are affected by market price volatility. The
following table shows the effect of market price changes.

 

         Change in year end price  Effect on loss before tax  Effect on pre-tax equity

                                   $                          $

 FY2024  +5%                       54,000                     54,000
         -5%                       (54,000)                   (54,000)
 FY2023  +5%                       187,312                    187,312
         -5%                       (187,312)                  (187,312)

(v) Liquidity Risk

The Group's objective is to maintain a balance between continuity of funding
and flexibility through the use of bank loans, convertible notes and finance
leases.  Cash flows from financial assets reflect management's expectation as
to the timing of realisation.  Actual timing may therefore differ from that
disclosed.  The timing of cash flows presented in the table to settle
financial liabilities reflects the earliest contractual settlement dates and
does not reflect management's expectations that banking facilities will roll
forward.

The following tables below reflect an undiscounted contractual maturity
analysis for financial liabilities.

 FY2024                                         Within 1 year  1 to 5  Over 5  Total

                                                               years   years
 Financial liabilities due for payment
 Trade and other payables                       1,106,181                      1,106,181
 Lease liabilities                              47,792                         47,792
 Total contractual outflows                     1,153,973                      1,153,973

 Cash and cash equivalents                      572,628                        572,628
 Trade and other receivables                    176,688                        176,688
 Other financial assets                         1,080,000                      1,080,000
 Total anticipated inflows                      1,829,316                      1,829,316
 Net inflow/(outflow) on financial instruments

                                                675,343        -       -       675,343

 

 

 

 

 FY2023                                         Within 1 year  1 to 5     Over 5  Total

                                                               years      years
 Financial liabilities due for payment
 Trade and other payables                       1,529,181      -          -       1,529,181
 Lease liabilities                              103,382          49,577   -       152,959
 Total contractual outflows                     1,632,563      49,577     -       1,682,140

 Cash and cash equivalents                      1,703,016      -          -       1,703,016
 Trade and other receivables                    123,104        -          -       123,104
 Other financial assets                         3,746,250      -          -       3,746,250
 Total anticipated inflows                      5,572,370      -          -       5,572,370
 Net inflow/(outflow) on financial instruments

                                                3,939,807      (49,577)   -       3,890,230

 

Management and the Board monitor the Group's liquidity reserve on the basis of
expected cash flow.  The information that is prepared by senior management
and reviewed by the Board includes:

(i)   Annual cash flow budgets;

(ii)  Monthly rolling cash flow forecasts.

 

(vi) Net Fair Value

The carrying amount of financial assets and financial liabilities recorded in
the financial statements represents their respective net fair values,
determined in accordance with the accounting policies disclosed in Note 1.

 

20.      commitmentS for expenditure

The Group currently has commitments for expenditure at 30 June 2024 on its
Australian exploration tenements as follows:

 

                                Consolidated
                                30 June 2024         30 June 2023
                                $                    $

 Not later than 12 months       747,330              662,940
 Between 12 months and 5 years  2,094,187            1,656,720
 Greater than 5 years           287,177              117,400
                                3,128,694            2,437,060

The Company evaluates its tenements and exploration program on an annual basis
and may elect not to renew tenement licences if it deems appropriate.

 

 

 

 

21. related party disclosures

(a) Refer to the Remuneration Report contained in the Directors' Report for
details of the remuneration paid or payable to each member of the Group's Key
Management Personnel for the year ended 30 June 2024.  Key Management
Personnel (KMP) for the year ended 30 June 2024 comprised the Directors. KMP
are assisted by external contracted exploration consulting expertise.

(b) The total remuneration paid to Key Management Personnel of the Company and
the Group during the year are as follows:

 

                               Consolidated
                               30 June 2024         30 June 2023
                               $                    $

 Short term employee benefits  500,471              842,357
 Share based payment           6,238                373,300
 Superannuation                -                    26,257
 Termination payments          -                    221,151
                               506,709              1,463,065

(c) Remuneration option: As at 30 June 2024, the outstanding options that were
granted to Key Management Personnel in previous and current reporting periods
comprised of 5,000,000 options. Refer to note 24 for details on share based
payments.

(d) Share and option holdings: All equity dealings with directors have been
entered into with terms and conditions no more favourable than those that the
entity would have adopted if dealing at arm's length.

(e) Related party transactions

 

                               Consolidated
                               30 June 2024         30 June 2023
                               $                    $

 Doraleda Pty Ltd(1)           -                    30,833
 Integrated CFO Solutions(2)   120,000              120,000
 Minerva Corporate Pty Ltd(3)  35,000               60,000
                               155,000              210,833

(

1) Director fees and consulting fees paid to Doraleda Pty Ltd, a company in
which Mr Edward Mead has an interest.

(2) Company secretary fees $108,000 and director fees $12,000 paid to
Integrated CFO Solutions, a company in which Mr Guy Robertson has an interest.

(3) Director fees $35,000 (2023: $60,000) paid to Minerva Corporate Pty Ltd, a
company in which Mr Daniel Smith has an interest.

 

 

 

22. earnings/(LOSS) per share

The calculation of basic earnings/(loss) and diluted earnings/(loss) per share
for the year ended 30 June 2024 was based on the loss attributable to
shareholders of the parent company of $16,591,769 (2023: Loss $16,923,543):

                                                        Consolidated
                                                        30 June 2024          30 June 2023
                                                        Cents                 Cents
 Basic loss per share                                   (1.00)                (1.17)
 Diluted loss per share                                 (1.00)                (1.17)

                                                        No of Shares          No of Shares
 Weighted average number of ordinary shares:
 Used in calculating basic earnings per ordinary share  1,651,590,000         1,444,629,567
 Dilutive potential ordinary shares                     -                     -
 Used in calculating diluted earnings per share         1,651,590,000         1,444,629,567

 

23. auditor's remuneration

                               Consolidated
                               30 June 2024         30 June 2023
                               $                    $
 Auditor of parent entity
 Audit fees - HLB Mann Judd    64,000               62,363
 Taxation compliance services  10,000               32,500
                               74,000               94,863

 

24. share-based paymentS

Goods or services received or acquired in a share-based payment transaction
are recognised as an increase in equity if the goods or services were received
in an equity-settled share-based payment transaction or as a liability if the
goods and services were acquired in a cash settled share-based payment
transaction.

For equity-settled share-based transactions, goods or services received are
measured directly at the fair value of the goods or services received provided
this can be estimated reliably.  If a reliable estimate cannot be made the
value of the goods or services is determined indirectly by reference to the
fair value of the equity instrument granted.

Transactions with employees and others providing similar services are measured
by reference to the fair value at grant date of the equity instrument granted.

 

 

 

 

 

 

 

 

 

The following share-based payment arrangements were in place during the prior
and current financial year:

 Instruments             Date granted      Expiry date       Exercise price  No. of instruments  No. of instruments  Fair value at grant date

                                                                             2024                2023
 Options                 1 May 2020        31 July 2023      0.05            -                   7,500,000           0.0151
 Options                 20 December 2021  20 December 2023  0.15            -                   2,000,000           0.0408
 Performance rights A¹   30 December 2021  31 December 2022  0.000                               3,000,000           0.0204

                                                                             -
 Performance rights B    30 December 2021  31 December 2022  0.000                               3,000,000           0.0810

                                                                             -
 Options                 1 July 2022       31 July 2025      0.05               2,000,000        2,000,000           0.014
 Options                 5 September 2022  31 July 2025      0.05            5,000,000           23,000,000          0.0151
 Options                 8 March 2023      9 March 2026      0.025           17,000,000          17,000,000          0.0073
 Options                 28 October 2023   9 March 2026      0.025           5,000,000           -                   0.014
 Options                 28 October 2023   9 March 2026      0.025           11,000,000          -                   0.014

 

¹The Performance rights lapsed unvested on resignation of the relevant
employees.

No options were granted to Key Management Personnel during the year.

For the year ended 30 June 2024, the Group has recognised a share-based
payment expense in the statement of profit or loss and other comprehensive
income of $70,004 (2023: $373,300) in relation to share options. For the year
ended 30 June 2024, the Group issued options with a fair value of $146,947
(2023: $123,434) for share issue costs, and ordinary shares with a fair value
of $Nil (2023: $83,359) was capitalised as deferred exploration and evaluation
expenditure.

                                                     Consolidated
                                                     30 June 2024           30 June 2023
                                                     $                      $
 Options - consultants/advisers                      70,004                 373,300
 Shares - service providers                          -                      102,000
 Share-based payment expense                         70,004                 475,300

 Options - share issue costs                         146,947                123,434
 Shares - service provider accrued in prior year     -                      83,359

The unlisted options during the year and prior year were valued using the
Black & Scholes model. The options outstanding as at 30 June 2024 were
determined on the date of grant using the following assumptions

 

 

 

 

 

 

 

                               Director   Directors  Broker      Consultant  Broker
 Grant date                    1/7/2022   5/9/2022   8/3/2023    28/10/23    28/10/23
 Exercise price ($)            0.05       0.05       0.025       0.025       0.025
 Expected volatility (%)       100        94         95          100         100
 Risk-free interest rate (%)   3.13       2.985      3.48        4.32        4.32
 Expected life (years)         3.08       3.08       3.00        2.37        2.37
 Share price at this date ($)  0.027      0.03       0.014       0.023       0.023
 Fair value per option ($)     0.014      0.0151     0.0073      0.014       0.014
 Number of options             2,000,000  5,000,000  17,000,000  5,000,000   11,000,000

 

25. reconciliation of net cash used in operating activities to loss after
income tax

                                                                         Consolidated
                                                                         30 June 2024         30 June 2023
                                                                         $                    $
 Loss after income tax                                                   (16,591,769)         (16,923,543)
 Depreciation and amortisation                                           123,906              201,769
 Exploration and project expenditure written off                         55,572               735,768
 Impairment                                                              12,128,289           12,969,852
 Share based payments                                                    70,004               475,300
 Fair value loss on financial assets                                     2,666,250            337,666
 Changes in current assets and liabilities during the financial period:
 Decrease in receivables                                                 (53,584)             159,597
 Increase in provisions                                                  200,000              500,000
 Increase in trade and other payables                                    (408,377)            (1,328,398)
 Net cash outflow from operating activities                              (1,809,709)          (2,871,989)

 

Non-cash fixed asset additions

Development expenditure capitalised -

  Rehabilitation provision increase   200,000    500,000

 

 

 

 

 

 

 

 

 

26. PARENT ENTITY DISCLOSURE

                                       30 June 2024       30 June 2023
                                       $                  $
 (a) Financial position
 Total current assets                  1,812,367          5,548,975
 Total non-current assets              2,981,053          2,840,076
 Total Assets                          4,793,420          8,389,051

 Total current liabilities             1,336,704          1,529,147
 Total non-current liabilities         47,792             49,577
 Total Liabilities                     1,384,496          1,578,724

 Net Assets                            3,408,924          6,810,327

 Equity
 Share capital                         120,237,761        117,396,554
 Reserves                              499,111            389,358
 Accumulated losses                    (117,327,948)      (110,975,585)
                                       3,408,924          6,810,327

 Loss for the year                     (6,459,561)        (8,344,696)
 Other comprehensive income
 Total comprehensive loss              (6,459,561)        (8,344,696)

  (b) Commitments
 Exploration commitments
     Not later than 12 months          -                  -
     Between 12 months and 5 years     -                  -
                                       -                  -

 

 

27. SUBSIDIARIES

 

                                      Country of Incorporation  % holding      % holing

                                                                30 June 2024   30 June 2023
 Parent Entity:
 Artemis Resources Limited            Australia                 n/a            n/a
 Subsidiaries:
 Fox Radio Hill Pty Limited           Australia                 100            100
 Karratha Metals Limited              Australia                 100            100
 KML No 2 Pty Limited                 Australia                 100            100
 Armada Mining Pty Limited            Australia                 100            100
 Elysian Resources Pty Limited        Australia                 100            100
 Hard Rock Resources Pty Limited      Australia                 100            100
 Artemis Graphite Pty Ltd             Australia                 100            100
 Artemis Management Services Pty Ltd  Australia                 100            100

Consolidated

The parent entity within the Group is Artemis Resources Limited which is the
ultimate parent entity in Australia.

Transactions with subsidiaries

Balances and transactions between the Company and its subsidiaries, which are
related parties of the Company, have been eliminated on consolidation.

 

28. FINANCIAL INSTRUMENTS

The Directors consider that the carrying amounts of current receivables and
current payables are a reasonable approximation of their fair values.

 

29. contingent liabilities and contingent assets

There are no contingent liabilities or contingent assets since the last annual
reporting period.

30.events subsequent to 30 june 2024

The Company issued 152,686,277 shares at $0.01275 on 12 July 2024. A portion
of the funds for this raising had been received prior to 30 June 2024 (See
note 14).

There are currently no matters or circumstances that have arisen since the end
of the financial year that have significantly affected or may significantly
affect the operations the Group, the results of those operations, or the state
of affairs of the Group in the future financial years.

Basis of preparation

The consolidated entity disclosure statement has been prepared in accordance
with the s295(3A)(a) of the Corporations Act 2001 and includes the required
information for Artemis Resources Limited and the entities it controls in
accordance with AASB 10 Consolidated Financial Statements.

Tax Residency

S295(3A)(vi) of the Corporations Act 2001 defines tax residency as having the
meaning in the Income Tax Assessment Act 1997. The determination of tax
residency may involve judgement as there are different interpretation that
could be adopted, and which could give rise to different conclusions regarding
residency.

In determining tax residency, the Group has applied the following
interpretations:

Australian Tax Residency

Current legislation and judicial precent has been applied, including having
regard to the Tax Commissioner's public guidance.

Foreign tax residency

Where appropriate, independent tax advisers have been engaged to assist in the
determination of tax residence to ensure applicable foreign tax legislation
has been complied with.

                                      Country of Incorporation  % holding      Income tax jurisdiction

                                                                30 June 2024
 Parent Entity:
 Artemis Resources Limited            Australia                 -              Australia
 Subsidiaries:
 Fox Radio Hill Pty Limited           Australia                 100            Australia
 Karratha Metals Limited              Australia                 100            Australia
 KML No 2 Pty Limited                 Australia                 100            Australia
 Armada Mining Pty Limited            Australia                 100            Australia
 Elysian Resources Pty Limited        Australia                 100            Australia
 Hard Rock Resources Pty Limited      Australia                 100            Australia
 Artemis Graphite Pty Ltd             Australia                 100            Australia
 Artemis Management Services Pty Ltd  Australia                 100            Australia

1.  In the opinion of the Directors of Artemis Resources Limited:

a. the accompanying financial statements and notes are in accordance with the
Corporations Act 2001 including:

i. giving a true and fair view of the Group's financial position as at 30 June
2024 and of its performance for the year then ended; and

ii. complying with Australian Accounting Standards, the Corporations
Regulations 2001, professional reporting requirements and other mandatory
requirements.

b. the consolidated entity disclosure statement is true and correct;

c. there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they become due and payable.

d. the financial statements and notes thereto are in accordance with
International Financial Reporting Standards issued by the International
Accounting Standards Board.

2. This declaration has been made after receiving the declarations required to
be made to the Directors in accordance with Section 295A of the Corporations
Act 2001 for the financial year ended 30 June 2024.

 

This declaration is signed in accordance with a resolution of the Board of
Directors.

Guy Robertson

Executive Chairman

27 September 2024

 

Additional information required by the Australian Securities Exchange Limited
Listing Rules and not disclosed elsewhere in this report. The information was
prepared based on share registry processed up to 16 September 2024.

(a) Distribution of shareholders

The distribution of shareholdings as at 16 September 2024 was:

 Holdings Range Report
 Artemis Resources Limited

 Security Class:                           ARV - ORDINARY FULLY PAID SHARES
 As at Date:                               16-Sep-2024

 Holding Ranges                            Holders                    Total Units       % Issued Share Capital
 above 0 up to and including 1,000         223                        52,646            0.00%
 above 1,000 up to and including 5,000     552                        1,730,459         0.09%
 above 5,000 up to and including 10,000    499                        4,032,499         0.21%
 above 10,000 up to and including 100,000  1,693                      70,667,637        3.69%
 above 100,000                             1,010                      1,840,399,185     96.01%
 Totals                                    3,977                      1,916,882,426     100.00%

(b) Substantial shareholders

The names of the substantial shareholders in the Company, the number of equity
securities to which each substantial holder's associates have a relevant
interest, as disclosed in substantial holding notices given to the Company
are:

 Holders Name                           No of shares  % of Issued Capital

 Jupiter Investment Management Limited  148,281,604   7.73%

 

 

 

 

 

 

 

 

 

 

 

(c) Top twenty (20) largest holders ordinary share

 Security class:     ARV - ORDINARY FULLY PAID SHARES
 As at date:         16-Sep-2024
 Display top:        20

 Position            Holder Name                                             Holding           % IC
 1                   CITICORP NOMINEES PTY LIMITED                           414,068,627       21.60%
 2                   COMPUTERSHARE CLEARING PTY LTD                          185,838,339       9.69%


 3                   BNP PARIBAS NOMS PTY LTD                                78,458,533        4.09%
 4                   BATTLE MOUNTAIN PTY LIMITED                             68,803,700        3.59%
 5                   BENNELONG RESOURCE CAPITAL PTY LTD                      64,988,976        3.39%
 6                   BNP PARIBAS NOMINEES PTY LTD                            55,694,781        2.91%


 7                   HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED               54,249,799        2.83%
 8                   NORMANDY CORPORATION PTY LTD                            36,632,357        1.91%


 9                   CYGNUS 1 NOMINEES PTY LTD                               32,195,807        1.68%


 10                  INKESE PTY LTD                                          32,000,000        1.67%
 11                  MR GAVIN JEREMY DUNHILL                                 23,000,000        1.20%
 12                  SORRENTO RESOURCES PTY LTD                              19,187,387        1.00%
 13                  ARREDO PTY LTD                                          18,676,469        0.97%
 14                  MR FUCHUN WEI                                           17,800,000        0.93%
 15                  GUN CAPITAL MANAGEMENT PTY LTD                          17,427,778        0.91%
 16                  BNP PARIBAS NOMINEES PTY LTD                            16,709,109        0.87%

 CLEARSTREAM 
 17                  RDA ASSET MANAGEMENT LIMITED                            16,624,847        0.87%
 18                  MR ARTHUR JOHN CONOMOS                                  12,500,000        0.65%
 18                  DEUTSCHE BALATON AKTIENGESELLSCHAFT                     12,500,000        0.65%
 19                  FINCLEAR SERVICES PTY LTD                               10,873,830        0.57%


 20                  HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2       10,165,401        0.53%
                     Total                                                   1,198,395,740     62.52%
                     Total issued capital - selected security class(es)      1,916,882,426     100.00%

 

 

 

 

 

(d) Top twenty listed option holders

 Security class:  ARVOC - LISTED OPTIONS EXP 09/03/2026 @ $0.025
 As at date:      16-Sep-2024
 Display top:     20

 Position         Holder Name                                         Holding                   % IC
 1                CITICORP NOMINEES PTY LIMITED                       59,224,141                21.25%
 2                NORMANDY CORPORATION PTY LTD                        12,916,668                4.63%


 3                JBM TRADING PTY LTD                                 10,230,000                3.67%
 4                GOFFACAN PTY LTD                                    9,983,002                 3.58%
 5                BATTLE MOUNTAIN PTY LIMITED                         8,333,334                 2.99%
 6                BENNELONG RESOURCE CAPITAL PTY LTD                  7,694,442                 2.76%
 7                NORMANDY CORPORATION PTY LTD                        6,274,510                 2.25%


 8                CYGNUS 1 NOMINEES PTY LTD                           5,916,665                 2.12%


 9                ARREDO PTY LTD                                      5,588,235                 2.00%
 10               MR MICHAEL STANLEY CARTER                           5,464,444                 1.96%


 11               BNP PARIBAS NOMS PTY LTD                            5,361,460                 1.92%
 12               STRATA INVESTMENT HOLDINGS PLC                      5,310,458                 1.91%
 13               LINCHPIN CORPORATION PTY LTD                        5,166,667                 1.85%


 14               WICKLOW CAPITAL PTY LTD                             5,000,000                 1.79%
 14               INKESE PTY LTD                                      5,000,000                 1.79%
 15               SUNSET CAPITAL MANAGEMENT PTY LTD                   4,205,243                 1.51%


 16               MR ANDREW DAVID WILSON                              4,160,784                 1.49%


 17               RAB CAPITAL LIMITED                                 4,000,000                 1.44%


 18               MR RUSSELL FENSHAW TYRE                             3,546,100                 1.27%
 19               BATTLE MOUNTAIN PTY LIMITED                         3,529,412                 1.27%
 20               RAB CAPITAL LIMITED                                 3,500,000                 1.26%


                  Total                                               180,405,565               64.72%
                  Total issued capital - selected security class(es)  278,732,039               100.00%

(e)  Unquoted securities

 ASX security code and description  Total number of +securities on issue
                                    Director options exercisable at 5 cents with expiry 31 July 2025.

 7,000,000

(e) The Company had 2,036 unmarketable parcels as at 16 September 2024.

(f) There is currently no on-market buy-back.

 

 

1.     Company
Secretary

       The name of the company secretary is Guy Robertson.

 

2.     Address and telephone details

            Registered Office

 

Level 2

10 Ord Street

West Perth WA 6005

AUSTRALIA

Ph: + 61(08) 6261 5463

 

Place of Business

 

Level 2

10 Ord Street

West Perth WA 6005

 

Mailing Address

 

PO Box 86

West Perth WA 6872

 

3.     Address and telephone details of the office at which the register
of securities is kept

       Automic Pty Ltd

       Level 5 126 Phillip Street

       Sydney NSW 2000

 

Phone:

1300 288 664 (within Australia)

+61 2 9698 5414 (international)

Email: hello@automic.com.au

Web site: www.automic.com.au (http://www.automic.com.au)

 

4.     Stock exchange on which the Company's securities are quoted

The Company's listed equity securities are quoted on the Australian Securities
Exchange.

Home Exchange - Perth; ASX Code: ARV.

 

 

 

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