Aguia Resources (AGR) 2024年年度報告「ASX」.pdf

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1、 AGUIA RESOURCES LIMITEDAnnual ReportASX:AGRABN 94 128 256 88830 JUNE 2024 1 CORPORATE PROFILE D DIRECTORSIRECTORS WWARWICK ARWICK G GRIGORRIGOR1 1 Executive Chairman Appointed 14 June 2024 WWILLIAM ILLIAM H HOWEOWE Managing Director Appointed 14 June 2024 C CHRISTINA HRISTINA M MC CG GRATHRATH2 2 N

2、on-Executive Director Appointed 14 June 2024 B BEN EN J JARVISARVIS Non-Executive Director Appointed 6 September 2024 M MARTIN ARTIN M MC CC CONNELLONNELL Non-Executive Director Resigned 14 December 2024 F FERNANDO ERNANDO T TALLARICOALLARICO Managing Director Resigned 6 September 2024 C COMPANY OMP

3、ANY S SECRETARYECRETARY R ROSS OSS P PEARSONEARSON Appointed 10 November 2024 R REBECCA EBECCA WWARDROPARDROP Resigned 10 November 2024 WWEBSITEEBSITE .au 1 Warwick Grigor was appointed Non-Executive Chairman on 19 September 2023.Mr Grigor was appointed Executive Chairman on 14 June 2024.2 Ms Christ

4、ina McGrath was appointed as Managing Director on the 6 September 2023.Ms Christina McGrath resigned as Executive Chair on 19 R REGISTERED EGISTERED O OFFICEFFICE Level 12 680 George Street Sydney NSW 2000 Tel.+61 2 8280 7355 P PRINCIPAL PLACE OF RINCIPAL PLACE OF B BUSINESSUSINESS Rua Dr.Vale,555,S

5、ala 406,Porto Alegre,RS,Brazil,90560-010 Tel.+55 51 3519 5166 and Offices of Corporacion Minera de Colombia S.A.S.Carrera 25#10 40 INT 2005 Medelln,Antioquia,Colombia A AUDITORSUDITORS Hall Chadwick NSW B BANKERSANKERS National Australia Bank S STOCK TOCK E EXCHANGE XCHANGE L LISTINGISTING Aguia Res

6、ources Limited is listed on the Australian Securities Exchange(ASX code:AGR).Aguia remains subject to all regulatory requirements of the Australian Securities Exchange(ASX)and the Australian Securities and Investment Commission(ASIC).C CORPORATE ORPORATE G GOVERNANCE OVERNANCE S STATEMENTTATEMENT ht

7、tp:/.au/about/corporate-governance/September 2023.Ms McGrath resigned as Managing Director on 14 June 2024.Ms McGrath was appointed Non-Executive Director on the 14 June 2024.2 CONTENTS4 Chairmans Address 6 Directors Report13 Remuneration Report29 Financial Statements 57 Consolidated Entity Disclosu

8、re Statement 58 Directors Declaration 59 Auditors Report 64 Additional Information 4 Chairmans Address 3 AGUIA RESOURCES LIMITED C CHAIRMANHAIRMANS S A ADDRESS DDRESS-20242024 Dear Aguia Shareholder I am pleased to report to you that your Company has made considerable progress on its road to recover

9、y.From the position a year ago,when the Company had barely two cents to rub together,we now see that the Company is well funded and on the cusp of gold production from the Santa Barbara Gold Project in Colombia.It is disappointing that we cannot publish more information or give you guidance on costs

10、 and production because of Chapter 5 of the ASX Listing Rules,because we do not have a JORC Resource,but we are still very enthusiastic about the future.Let me tell you why.The takeover bid for Andean Mining Limited,launched in January 2024,was a game changer for Aguia.The high-grade and potentially

11、 very profitable Santa Barbara Gold Project has given excellent gold exposure to the Company in a time of a strongly rising gold price.It has enabled the raising of equity funds to ensure that the re-opening of the Project can occur without the need to take on debt.The recent trial mining of 500 ton

12、nes of mineralised veins for the recovered grade of 20 gpt,by the previous owner of the project,gives us confidence that this will be a very rewarding project for Aguia.There are two aspects of Santa Barbara that need to be mentioned.Firstly,the opportunity to establish a high-grade low-cost operati

13、on is instrumental in building a platform on which to grow the Company.The lack of a JORC resource right now should only be a temporary impediment.We expect to commence drilling in the March Quarter of 2025,with a view to calculating a JORC resource as early as possible.Given the extensive exposure

14、of the near-vertical and linear veins in the adits that have already been developed,there is a high level of confidence in where the mineralisation is,its geometry,the mining conditions and the expected grades.The second point is the presence of veins that have been mapped for a cumulative strike le

15、ngth of approximately 7 km.We will be drilling these in 2025,with a view to better understanding just how extensive the mineralisation really is.We believe the exploration upside is very significant.Once we have established an operational presence in Colombia,Aguia will be well positioned to advance

16、 a number of other projects in our development pipeline.The CHAIRMANS ADDRESS 4 most obvious one is El Dovio,that has been tested with 34 drill holes and an exploration adit.This is already showing dimensions and grades that offer the promise of a substantial copper/gold development project that wou

17、ld employ larger scale mechanized mining equipment.That is something to look forward to later in 2025,as our immediate priority is Santa Barbara.That is Colombia,but lets turn to our phosphate projects in Brazil.We received excellent news towards the end of October when the Federal Trial Court hande

18、d down a decision in the favour of Aguia.It ruled that there was no case to answer and it denied the plaintiffs request to annul the previously granted environmental licence.The process of the application for an injunction had gone on for more than three years.It threatened the very existence of Agu

19、ia,but that is now behind us.We can get on with the business.Three years is a long time.It has seen the introduction of new management into Aguia and new perspectives.A new business model had been devised that will see the Company undertaking initiatives with one of more processing plants in the Caa

20、pava region rather than initiating a brand-new facility at Tres Estrades.This will result in leasing or toll treating arrangements that significantly reduce up front capital costs.Aguia will be able to commence production as early as mid-2025,and ramp up production over time.Looking 2-3 years out,Ag

21、uia could be producing from a number of orebodies apart from Tres Estrades,processing through more than one facility.There are many commercial aspects to consider as we optimise the projects,but you can be assured that we will be seeking to maximise returns for shareholders.Aguia is poised at the st

22、arting gate for what promises to be an exciting year ahead.Money has been raised,Santa Barbara is commissioning at a time of record gold prices and we will soon start drilling to assess the magnitude of the gold bearing veins.We have a green light on the phosphate projects.The improving share price

23、is reflective of the enthusiasm that we all feel.We have a common objective to make Aguia a profitable company for the benefit of all shareholders.We aim to make it a company that you can be proud of,run to the highest standards of accountability to you,the shareholders and indeed,the owners of the

24、Company.Warwick Grigor Executive ChairmanExecutive Chairman DIRECTORS REPORT DIRECTORS REPORT 6 The directors present their report,together with the financial statements,on the consolidated entity(referred to hereafter as the consolidated entity)consisting of Aguia Resources Limited(referred to here

25、after as the company or parent entity)and the entities it controlled at the end of,or during,the year ended 30 June 2024.DIRECTORS WWARWICK ARWICK G GRIGORRIGOR1 1 Executive Chairman Appointed 14 June 2024 WWILLIAM ILLIAM H HOWEOWE Managing Director Appointed 14 June 2024 C CHRISTINA HRISTINA M MC C

26、G GRATHRATH3 3 Non-Executive Director Appointed 14 June 2024 B BEN EN J JARVISARVIS Non-Executive Director Appointed 6 September 2024 M MARTIN ARTIN M MC CC CONNELLONNELL Non-Executive Director Resigned 14 December 2024 F FERNANDO ERNANDO T TALLARICOALLARICO Managing Director Resigned 6 September 20

27、24 3 Ms Christina McGrath was appointed as Managing Director on the 6 September 2023.Ms Christina McGrath resigned as Executive Chair on 19 September 2023.Ms McGrath resigned as Managing Director on 14 June 2024.PRINCIPAL ACTIVITIES The principal activities of the consolidated entity during the year

28、 were the continued exploration and development of resource projects,predominately phosphate assets.On 6 June 2024 the Company announced the successful takeover of Andean Mining Limited(Andean),with its portfolio of high-grade gold,copper and silver projects in the neighbouring country,Colombia.DIVI

29、DENDS There were no dividends paid,recommended or declared during the current or previous financial year.OPERATING&FINANCIAL REVIEW OVERVIEW OF THE COMPANY Aguia Resources Limited(Aguia)is an exploration and development company focused on Brazilian phosphate and copper projects.With the successful t

30、akeover of Andean Mining Limited(Andean),with operations in neighbouring country,Colombia,Aguia adds to its portfolio,high-grade gold,copper and silver projects.Aguia is listed on the Australian Securities Exchange(ASX)under the symbol AGR and has offices in Sydney,Australia,Brazil and Colombia.The

31、Company currently controls over 1,800 km2 of land in the Brazilian states of Rio Grande do Sul,Paraiba and Minas Gerais containing phosphate and copper mineralisation through exploration permits it has acquired from the Brazilian National Mining Agency(ANM).Ms McGrath was appointed Non-Executive Dir

32、ector on the 14 June 2024.DIRECTORS REPORT 7 On the 14 February 2024,the Company announced the appointment of Tim Hosking as In House Country Manager.Tim brings+15 years of c-suite and project management experience in Brazil,including 12 years as General Manager,South America for ASX-listed oil&gas

33、company Karoon Energy.Mr Hosking is fluent in Portuguese and has overseen direct engagement with investors and policymakers in the Brazilian market.T TRES RES E ESTRADASSTRADAS:P PHOSPHATE HOSPHATE A ASSETS SSETS Delays in the advancement of Tres Estrades Project,caused by parties injuncting the dev

34、elopment,have been a major source of frustration for shareholders.Whilst the Company is confident that it will succeed in having the injunction lifted,timing is dependent upon a judicial review underway to resolve this dispute.Negotiations for a lease or purchase agreement on an existing plant are a

35、t an advanced stage.Successful closure will negate the need for the development of processing operations at the Tres Estradas location.Aguia estimates it can produce the same annual tonnage outlined in the original BFS for Tres Estradas for less than 25%of the original CAPEX.In addition,negotiations

36、 are underway with the Brazilian Development Bank to renew$4.48m loan to debt fund up to 70%of project development costs,thus minimising dilution for shareholders.Aguia is anticipating a very simple operation involving free digging,drying and physical reduction in size to a 2mm saleable product with

37、out the need for chemicals.Aguias Portfolio includes a Measured&Indicated Phosphate resource of 83.21Mt at 4.11%P2O5+Inferrred of 21.8 MT at 3.67%P2O5.R RARE ARE E EARTH ARTH E ELEMENTS LEMENTS(REE)(REE)T TARGETSARGETS Historic diamond drill hole results from a 2011 drill campaign of the Tres Estrad

38、as show a total of 19 diamond drill holes had REE assays.The best individual result is from an oxidised carbonatite sample grading 2.16%or TREO 21,618 ppm.The results are based on assays from drill holes in only one of six known carbonatites on Aguias tenements.Priority will be given to exploration

39、and assessment of the other five carbonatites.C COPPER OPPER A ASSETSSSETS Following the internal review of the Primavera Copper Project in Caapava do Sul,Brazil,the Board of Aguia Resources Limited decided not to exercise the C$350,000 option that was due on 28 March 2024.An Option Contract Termina

40、tion Agreement was signed with Referencial Geologia e Minao,thereby terminating the Companys interest in the Project.The review of Primavera took into account the small size and low grade of the resource,the metallurgy and the social and environmental parameters of the Project and concluded that it

41、was not in the best interests of shareholders to pursue a development that did not DIRECTORS REPORT 8 offer sufficiently attractive economics.Withdrawal from the Project relieves the Company from having to make subsequent option payments amounting to approximately A$4m over the next two years.Aguia

42、still maintains a portfolio of 100%-owned licences that are prospective for copper mineralisation in the Caapava do Sul area that will be systematically explored with the rate of exploration being dependent upon the availability of funding.That funding may come from internal cash resources,or it may

43、 come from joint venture arrangements.A ANDEAN NDEAN M MINING INING L LIMITEDIMITED During the year,The Board was presented with the opportunity to acquire an unlisted public company,Andean Mining Limited(Andean),with its portfolio of high-grade gold,copper and silver projects in Colombia.On the 6 J

44、une 2024 Aguia advised that its takeover offer to acquire all the shares of Andean closed at 5pm on 31 May 2024,with Aguia acquiring a relevant interest in 93.71%of the shares of Andean as a result of acceptances of the takeover offer.The takeover offer was declared unconditional,and as a result all

45、 contracts resulting from acceptances were declared unconditional,on 24 May 2024.In accordance with the timeframe required under section 620(2)of the Corporations Act,Aguia issued 422,411,334 fully paid ordinary Aguia shares as consideration under the takeover offer in respect of acceptance on 14 Ju

46、ne 2024.As disclosed as a term of the takeover offer,the Aguia shares issued as consideration under the takeover offer will be subject to voluntary escrow for 6 months from issue.The acquisition came with an experienced management team headed by William Howe,who assumed the position of Managing Dire

47、ctor and Chief Executive Officer of Aguia upon completion of the takeover.William has extensive underground mining experience and has spent many years operating in Colombia,Chile and Peru.Wiliam relocated to Colombia to provide in-country management expertise in the establishment of mining operation

48、s at the key project,the Santa Barbara Gold Mine.Upon the completion of the takeover,Aguia has been transformed into a company with a pipeline of projects that will underpin an extended growth curve.Building on earnings from the gold mine initially,subsequent developments could see Aguia transformed

49、 into a producer of phosphate and copper to become a diversified mid-sized mining company.Geopolitical risk should be reduced by the Company now holding assets in two jurisdictions in South America which are in close physical proximity to each other.9 CORPORATE On 27 September 2023 Aguia announced t

50、he successful completion of a Private Placement at 1.45 to raise approximately$500k.On 18 December 2023 Aguia announced the closure of the 1 for 4 non-renounceable entitlement issue at 1.4 to raise approximately$1.6m.It was symptomatic of the difficult equities market for junior mining companies tha

51、t the take-up amounted to$520,000.On 31 January 2024,Aguia successfully placed the shortfall of approximately$1m.Investor enthusiasm from both new and existing investors for the takeover of Andean was an important motivator.The funds were raised via the issue of approximately 73,200,951 fully paid O

52、rdinary Shares to sophisticated and institutional investors at a price of A$0.014 per share.On 24 April 2024 Aguia announced the successful completion of a Private Placement of 78,497,919 fully paid Ordinary Shares to sophisticated and institutional investors at a price of A$0.016 per share.SIGNIFIC

53、ANT CHANGES IN THE STATE OF AFFAIRS On the 6 June 2024 Aguia was pleased to advise that its takeover offer to acquire all the shares of Andean Mining Limited(Andean)closed at 5pm on 31 May 2024,with Aguia acquiring a relevant interest in 93.71%of the shares of Andean as a result of acceptances of th

54、e takeover offer.The takeover offer was declared unconditional,and as a result all contracts resulting from acceptances were declared unconditional,on 24 May 2024.In accordance with the timeframe required under section 620(2)of the Corporations Act,Aguia issued 422,411,334 fully paid ordinary Aguia

55、shares as consideration under the takeover offer in respect of acceptance on 14 June 2024.As disclosed as a term of the takeover offer,the Aguia shares issued as consideration under the takeover offer will be subject to voluntary escrow for 6 months from issue.There were no other significant changes

56、 in the state of affairs of the consolidated entity during the financial year.MATTERS SUBSEQUENT TO 30 JUNE 2024 On 26 July 2024,Aguia announced the completion of a Private Placement raising approximately$2.6 million.The funds were raised via the issue of approximately 104,000,000 fully paid Ordinar

57、y Shares to sophisticated and institutional investors at a price of A$0.025 per share.On 2 August 2024,Aguia announced that it completed its takeover of Andean Mining Limited(Andean)Following the completion of the compulsory acquisition process Aguia has now acquired 100%of the Andean shares.On 6th

58、August,28,329,042 ordinary shares were issued to the remaining Andean shareholders.On 30 August 2024,Aguia announced the completion of a Private Placement raising approximately$2.5 million.The funds were raised via the issue of approximately 100,000,000 fully paid Ordinary Shares to sophisticated an

59、d 10 institutional investors at a price of A$0.025 per share.Following the EGM,which was held on 9August 2024,shareholder approved the following resolutions,these have been actioned as follows;5,000,000 unlisted options with anexercise price of$0.04 expiring on 31 July2027 were issued to Executive C

60、hair,Warwick Grigor on 6 September 2024.3,000,000 unlisted options with anexercise price of$0.04 expiring on 31 July2027 were issued to Non-ExecutiveDirector,Christina McGrath on 6 September2024.5,000,000 unlisted options with anexercise price of$0.04 expiring on 31 July2027 were issued to Managing

61、Director,Wiliam Howe on 6 September 2024.3,000,000 unlisted options with anexercise price of$0.04 expiring on 31 July2027 were issued to Non-ExecutiveDirector,Ben Jarvis on 6 September 2024.On 23 September Aguia announced that it secured a Frankfurt Listing.The Companys German advisor,Axino Finance

62、AG,confirmed that its shares are now listed on the Frankfurt and Stuttgart Stock Exchanges in Europe.The Frankfurt trading house(specialist),who is running the Companys order book in Germany,is Baader Bank in Frankfurt:https:/www.baaderbank.de/Home-365.The Companys ticker symbol in Germany,is FSE:5N

63、91.On 25 October 2024,Aguia provided shareholders with an update on the public civil action(“PCA”)filed by the Federal Public Prosecutors Office(“FPPO”)later joined by five civil associations against Aguia and FEPAM(the Rio Grande do Sul State EPA).The Federal Court Trial Court of the City of Bag,th

64、e State of Rio Grande do Sul has denied FPPOs request to annul the previous license granted by FEPAM to Aguia for the Fosfato Trs Estradas project finding that:a.The family ranchers do not fall underthe concept of traditional communityand,as such,no previous,free andinformed consultation is mandator

65、y,andb.The public hearing that took place metthe legal requirements and wasattended by populations from DomPedrito and Torquato Severo,reasonwhy there would be no need to nullifythe environmental license proceedingto have additional public hearings.The effect of this decision is to reject the applic

66、ation for an injunction that has been under consideration for approximately three years,from July 2021.Aguia is now free to continue advancing the Tres Estrades Project under the already granted Installation and Environmental Licences.Under Brazilian Law,the next step is the preparation of the site

67、for first production.Once the site has been prepared pursuant to the existing environmental approvals,the State Environmental Protection Foundation FEPAM will issue the Operational Licence and commercial mining operations can commence.Aguia anticipates this process will take 3-6 months to complete.N

68、o other matter or circumstance has arisen since 30 June 2024 that has significantly affected,or may significantly affect the consolidated entitys operations,the results of those operations,or the consolidated entitys state of affairs in future financial years.11 LIKELY DEVELOPMENTS&EXPECTED RESULTS

69、OF OPERATIONS A summary of the likely developments in the operations of the consolidated entity and the expected results of operations,to the extent they would not likely result in unreasonable prejudice to the consolidated entity,has been included in the review of operations report.ENVIRONMENTAL RE

70、GULATION The consolidated entitys operations are subject to various environmental laws and regulations under the relevant governments legislation.Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve.Instances of environmental non-compliance

71、by an operation are identified either by external compliance audits or inspections by relevant government authorities.There have been no significant known breaches by the consolidated entity during the financial year.REMUNERATION REPORT 13 INFORMATION ON DIRECTORS WWARWICK ARWICK G GRIGORRIGOR Execu

72、tive Chair4 Appointed 14 June 2024 E EXPERIENCE AND XPERIENCE AND E EXPERTISEXPERTISE Mr Grigor brings+40-years of experience in Australian equity capital markets and the resources sector globally.In 1991,he and Andrew Forrest established Far East Capital Ltd,an ASIC licenced specialist investment b

73、ank.In 2008,Warwick sponsored a new stockbroking company named BGF Equities and took on the role of Executive Chairman.After three years,Canaccord Genuity acquired 50%of BGF.Four years later Warwick retired from broking to resume operatorship of Far East Capital.More recently he has aligned himself

74、with high-net-worth investors.A particular focus of recent years has been the interaction between technology,materials and mining.Mr Grigor is a graduate of the Australian National University,having completed degrees in law and economics.O OTHER THER C CURRENT URRENT D DIRECTORSHIPSIRECTORSHIPS Naga

75、mbie Resources Ltd.(ASX:NAG)West Wits Mining(ASX:WWI)First Graphene Resources(ASX:FGR)F FORMER ORMER D DIRECTORSHIPS IRECTORSHIPS(LAST LAST 3 3 YEARSYEARS)NoneI INTERESTSNTERESTS Shares5:58,864,214 Options:None 4 Warwick Grigor was appointed Non-Executive Chairman on 19 September 2023.Mr Grigor was

76、appointed Executive Chairman on 14 June 2024.5 At 30 June 2024 Warwick Grigor was a substantial shareholder and holds his interest in shares indirectly through Far East Capital Ltd and Gregorarch Pty Ltd.99%of these shares are held in Escrow,until 13 December 2024,in accordance with the terms of the

77、 Andean Mining Limited Acquisition.After the 30 August WWILLIAM ILLIAM H HOWEOWE Managing Director Appointed 14 June 2024 E EXPERIENCE AND XPERIENCE AND E EXPERTISEXPERTISE Mr William Howe has over 40 years experience in the mining industry.He was a founding director of Straits Resources and has spe

78、nt most of his career in mine development,operations management and corporate management in Southern and West Africa,South-east Asia,Australia and South America.William was Managing Director of Metminco Limited from 2010 to 2018 and most recently was Andean Minings Managing Director and founder from

79、 2018 until the present.William has over 4 years direct operating experience in Colombia and will be primarily resident there overseeing the Santa Barbara Gold Project upgrade and supporting the Aguia team in Brazil.O OTHER THER C CURRENT URRENT D DIRECTORSHIPSIRECTORSHIPS None F FORMER ORMER D DIRE

80、CTORSHIPS IRECTORSHIPS(LAST LAST 3 3 YEARSYEARS)NoneI INTERESTSNTERESTS Shares6:67,028,699 Options:None 2024 Private Placement,Mr Grigor falls below 5%shareholding and is no longer a substantial shareholder.6 William Howe is a substantial shareholder holder.He holds his interest in shares indirectly

81、 through Finhill Capital Pty Ltd alongside his wife in her persona name.Shares are also held in his personal name.100%of these shares are held in Escrow,until 13 December 2024,in accordance with the terms of the Andean Mining Limited Acquisition.14 C CHRISTINA HRISTINA M MC CG GRATHRATH Non-Executiv

82、e Director7 Appointed 14 June 2024 E EXPERIENCE AND XPERIENCE AND E EXPERTISEXPERTISE Christina has over 30 years experience as a commercial lawyer.Christina holds a Bachelor of Jurisprudence from Monash University and Bachelor of Law from Monash University.Her specialities include Corporate Governa

83、nce,Board and Audit Committee Advisory,and Corporations Law.She has held many senior executive management positions-including Company Secretary-in the retail and resources sectors.Christina worked at KPMG Australia for ten years as a senior corporate advisor and was instrumental in developing KPMGs

84、approach to Corporate Governance globally.In addition,she held a senior advisory position at KPMGs headquarters in New York for several years.F FORMER ORMER&O OTHER THER C CURRENT URRENT D DIRECTORSHIPSIRECTORSHIPS None I INTERESTSNTERESTS8 8 Shares:6,371,506 Options:3,000,000 7 Ms.Christina McGrath

85、 was appointed as Managing Director on the 6 September 2023.Ms.Christina McGrath resigned as Executive Chair on 19 September 2023.Ms.McGrath resigned as Managing Director on 14 June 2024.Ms.McGrath was appointed Non-Executive Director on the 14 June 2024.B BEN EN J JARVISARVIS Non-Executive Director

86、 E EXPERIENCE AND XPERIENCE AND E EXPERTISEXPERTISE Mr Jarvis is an experienced company director in the small resources sector,most notably with companies that have operations in South America.Since 2011,he has been a Non-Executive Director of South-American focused Austral Gold Limited(ASX:AGD;TSX-

87、V:AGLD),a precious metals mining and exploration company with an extensive portfolio of assets in Chile and Argentina.He is also the Non-Executive Chairman of Chilean-focused Freehill Mining Limited(ASX:FHS)which operates the 100%-owned Yerbas Buenas magnetite and aggregate materials project in near

88、 to La Serena.Mr Jarvis is the Managing Director of Six Degrees Investor Relations,an investor relations and advisory firm he founded in 2006 with offices in Sydney and Perth.O OTHER THER C CURRENT URRENT D DIRECTORSHIPSIRECTORSHIPS Austral Gold Limited(ASX:AGD;TSX-V:AGLD)Freehill Mining Limited(ASX

89、:FHS)F FORMER ORMER D DIRECTORSHIPS IRECTORSHIPS(LAST LAST 3 3 YEARSYEARS)QX Resources Limited(ASX:QXR)I INTERESTSNTERESTS Shares:600,000 Options:None 8 Christina McGrath holds her interest in shares and options indirectly through Houtskar Pty Ltd Footie Super Fund A/C(Houtskar).Ms.McGrath controls

90、Houtskar and is a joint beneficiary of the fund.15 M MARTIN ARTIN M MC CC CONNELLONNELL Non-Executive Director Resigned 15 December 2024 Q QUALIFICATIONSUALIFICATIONS Bachelor of Business University of Technology Sydney and Senior Executive Program-London Business School E EXPERIENCE AND XPERIENCE A

91、ND E EXPERTISEXPERTISE Martin has over 30 years of experience in banking,insurance and advisory,having held management positions with several domestic and international banks.Martin was previously a Director with Grant Samuel,advising in the real estate and finance sectors.Martin is currently the Ch

92、ief Executive Officer of the APRA licenced insurance company,Assetinsure Pty Ltd.Martin was instrumental in establishing the credit risk insurance business at Assetinsure which supports banks on a global basis through participation in project finance and other institutional loans,in sectors such as

93、mining,oil and gas,real estate,healthcare,renewables,shipping and aviation.O OTHER THER C CURRENT URRENT D DIRECTORSHIPSIRECTORSHIPS None F FORMER ORMER D DIRECTORSHIPS IRECTORSHIPS(LAST LAST 3 3 YEARSYEARS)None I INTERESTSNTERESTS9 9 Shares:571,944 Options:None 9 Martin McConnell holds his interest

94、 in shares and options indirectly through Allambie Pty Ltd and Allambie Pty Ltd.F FERNANDO ERNANDO T TALLARICOALLARICO Managing Director Resigned 6 September 2024 Q QUALIFICATIONSUALIFICATIONS Bachelor of Science University of Brasilia,Master of Science(Economic Geology)University of Brasilia and Ph

95、D in Economic Geology and P.Geo.University of Campinas E EXPERIENCE AND XPERIENCE AND E EXPERTISEXPERTISE Fernando has over 25 years experience in minerals exploration in South America with Vale,Falconbridge/Noranda,BHP Billion and junior companies of the fertilizer sector.Experienced with grassroot

96、s discoveries.He has been instrumental in putting together Aguias portfolio of assets.O OTHER THER C CURRENT URRENT D DIRECTORSHIPSIRECTORSHIPS None F FORMER ORMER D DIRECTORSHIPS IRECTORSHIPS(LAST LAST 3 3 YEARSYEARS)None I INTERESTS NTERESTS Shares:4,137,143 Options:None Mr.McConnell controls Alla

97、mbie Pty Ltd and is a joint beneficiary of the fund and trust.16 COMPANY SECRETARY R ROSS OSS P PEARSONEARSON Appointed 10 November 2023 E EXPERIENCE AND XPERIENCE AND E EXPERTISEXPERTISE Mr Ross Pearson is an accomplished executive who brings over four decades of experience as a senior finance and

98、corporate executive from a career spanning resources,technology and professional services.Ross experience traverses a wide range of finance and corporate practice and he is a Fellow of CPA Australia R REBECCA EBECCA WWARDROPARDROP Resigned 10 November 2023 E EXPERIENCE AND XPERIENCE AND E EXPERTISEX

99、PERTISE Rebecca is an experienced Chartered Accountant and holds a Bachelor of Commerce degree with majors in Accounting and Marketing from The University of Western Australia.She has substantial experience in the information technology,manufacturing,and service industries.She has international expe

100、rience with Deloitte,having worked in Sydney,New York,and the United Kingdom.Rebecca resides in Sydney,NSW.She joined the Company in May 2020 and has continued to assist the Board with accounting,auditing,and finance matters.MEETINGS OF DIRECTORS The number of meetings of the Companys Board of Direc

101、tors(the Board)held during the year ended 30 June 2024,and the number of meetings attended by each director are presented in Meetings attendance Table.Meetings attendance A ATTENDEDTTENDED H HELDELD Warwick Grigor 5 5 William Howe-Christina McGrath 6 6 Ben Jarvis 5 5 Fernando Tallarico 1 1 Martin Mc

102、Connell 2 4 17 REMUNERATION REPORT(AUDITED)THIS OPENS THE REMUNERATION REPORT,THIS OPENS THE REMUNERATION REPORT,WHICH HAS BEEN AUDITEDWHICH HAS BEEN AUDITED The remuneration report details the key management personnel remuneration arrangements for the consolidated entity,in accordance with the requ

103、irements of the Corporations Act 2001 and its Regulations.Key management personnel are those persons having authority and responsibility for planning,directing and controlling the activities of the entity,directly or indirectly,including all directors.The remuneration report is set out under the fol

104、lowing main headings:Principles used to determine the natureand amount of remuneration;Details of remuneration;Service agreements;Share-based compensation;Additional information;Additional disclosures relating to keymanagement personnel;PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERAT

105、ION The consolidated entitys remuneration policy for its key management personnel(KMP)has been developed by the Board taking into account the size of the consolidated entity,the size of the management team for the consolidated entity,the nature and stage of development of the consolidated entitys cu

106、rrent operations,and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.In addition to considering the above general factors,the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP

107、:the consolidated entity is currentlyfocused on undertakingexploration,appraisal anddevelopment activities.the risks associated with small capresource companies whilstexploring and developing projects;and other than profit which may begenerated from asset sales,theconsolidated entity does notexpect

108、to be undertaking profitableoperations until sometime after thecommencement of commercialproduction on any of its projects.In accordance with best practice corporate governance,the structure of non-executive director and executive director remuneration is separate.N NONON-EXECUTIVE EXECUTIVE D DIREC

109、TOR IRECTOR R REMUNERATIONEMUNERATION The Board policy is to remunerate non-executive directors at market rates for comparable companies for time,commitment and responsibilities.Given the current size,nature and risks of the consolidated entity,incentive options have been used to attract and retain

110、non-executive directors.The Board determines payments to the non-executive directors and reviews their remuneration annually,based on market practice,duties and accountability.Independent external advice is sought when required.The Board did not use remuneration consultants during the year.The maxim

111、um aggregate amount of fees that can be paid to non-executive 18 directors is subject to approval by shareholders at a General Meeting.Total directors fees paid to all non-executive directors is not to exceed$400,000 per annum.Directors fees paid to non-executive directors accrue on a daily basis.To

112、 align directors interests with shareholder interests,the directors are encouraged to hold shares in the consolidated entity and non-executive directors may in limited circumstances receive incentive options in order to secure their services.E EXECUTIVE XECUTIVE R REMUNERATIONEMUNERATION The consoli

113、dated entitys remuneration policy is to provide a fixed remuneration component and a performance-based component.The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives objectives with sharehold

114、er and business objectives.The executive remuneration and reward framework has four components:base pay;short-term performance incentives;share-based payments;andother remuneration.The combination of these comprises theexecutives total remuneration.Fixed remuneration consists of base salaries,as wel

115、l as employer contributions to superannuation funds and other non-cash benefits.Fixed remuneration is reviewed annually by the Board.The process consists of a review of company and individual performance,relevant comparative remuneration externally and internally and,where appropriate,external advic

116、e on policies and practices.Short-term incentives(STI)payments are granted to executives based on specific targets being achieved and include bonus payments.Executives may be entitled to an annual cash bonus upon achieving various key performance indicators(“KPIs”),as set by the Board.KPIs may inclu

117、de:Permitting Approvals;Budget control;Marketing initiatives.The Board has focused theconsolidated entitys efforts on finding and completing new business opportunities.The Board considers that the prospects of the consolidated entity and resulting impact on shareholder wealth are largely linked to t

118、he success of this approach,rather than by referring to current or prior year earnings.Accordingly,the Board may pay a bonus to executive KMPs based on the success in generating suitable new business opportunities.A further bonus may also be paid upon the successful completion of a new business acqu

119、isition.The long-term incentives(LTI)include share-based payments.The Board has chosen to issue incentive options to some executives as a key component of the incentive portion of their remuneration,in order to attract and retain the services of the executives and to provide an incentive linked to t

120、he performance of the consolidated entity.The Board considers that each executives experience in the resources industry will greatly assist the consolidated entity in progressing its projects to the next stage of development and the identification of new projects.As such,the Board believes that the

121、number of incentive options granted to executives is commensurate to their value to the consolidated entity.19 Other than service-based vesting conditions,options may be subject to vesting based on development milestones.The consolidated entity does not currently have a policy regarding executives e

122、ntering into arrangements to limit their exposure to incentive options granted as part of their remuneration package.V VOTING AND OTING AND C COMMENTS OMMENTS M MADE AT THE ADE AT THE C COMPANYOMPANYS S 20232023 A ANNUAL NNUAL G GENERAL ENERAL M MEETING EETING(AGM)(AGM)The Company received in excess

123、 of 75%of for votes in relation to its remuneration report for the year ended 30 June 2023.There were approximately 12 members present at the AGM on 27 November 2023.The company did not receive any specific feedback at the AGM regarding its remuneration practises.C CONSOLIDATED ONSOLIDATED E ENTITY

124、NTITY P PERFORMANCE AND ERFORMANCE AND L LINK TO INK TO R REMUNERATIONEMUNERATION Remuneration for certain individuals is directly linked to performance of the consolidated entity.The consolidated entity is currently undertaking exploration and development activities and does not expect to be undert

125、aking profitable operations(other than by way of material asset sales)until sometime after the successful commercialisation,production and sales of commodities from one or more of its projects.Accordingly,the Board does not consider earnings during the current and previous four financial years when

126、determining,and in relation to,the nature and amount of remuneration of KMP.The performance measure which drives incentive awards is the Companys share price and the 10 Warwick Grigor was appointed Non-Executive Chairman on 19 September 2023.Mr Grigor was appointed Executive Chairman on 14 June 2024

127、.11 Ms Christina McGrath was appointed as Managing Director on the 6 September 2023.Ms Christina McGrath discovery,delineation and development of new mineral resources.Refer to Additional information of the remuneration report for details of the last five years earnings and share price.DETAILS OF RE

128、MUNERATION Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.During the 30 June 2024 Financial year,the key management personnel of the consolidated entity consisted of the following directors of Aguia Resources Limited:K KEY EY M

129、MANAGEMENT ANAGEMENT P PERSONNELERSONNEL WWARWICK ARWICK G GRIGOR RIGOR 1010 Executive Chairman Appointed 14 June 2024 WWILLIAM ILLIAM H HOWEOWE Managing Director Appointed 14 June 2024 C CHRISTINA HRISTINA M MC CG GRATHRATH11 11 Non-Executive Director Appointed 14 June 2024 B BEN EN J JARVISARVIS N

130、on-Executive Director Appointed 6 September 2024 M MARTIN ARTIN M MC CC CONNELLONNELL Non-Executive Director Resigned 14 December 2024 F FERNANDO ERNANDO T TALLARICOALLARICO Managing Director Resigned 6 September 2024 resigned as Executive Chair on 19 September 2023.Ms McGrath resigned as Managing D

131、irector on 14 June 2024.Ms McGrath was appointed Non-Executive Director on the 14 June 2024.20 2024 REMUNERATION S SHORTHORT-TERM BENEFITSTERM BENEFITS P POSTOST-EMPLOYMENT EMPLOYMENT BENEFITSBENEFITS S SHAREHARE-BASED BASED PAYMENTSPAYMENTST TOTALOTAL CASH SALARY CONSULTING FEES SUPERANNUATION EQUI

132、TY-SETTLED Executive DirectorsExecutive Directors Warwick Grigor Appointed 14 June 2024 36,970-10,150-47,120 William Howe Appointed 14 June 2024 8,730-1,004-9,734 Fernando Tallarico Resigned 6 September 2023-171,000-10,078 181,078 NonNon-Executive DirectorsExecutive Directors Christina McGrath Appoi

133、nted 14 June 2024 -25,547 25,547 Ben Jarvis Appointed 6 September 2023-40,920-40,920 Martin McConnell Resigned 10 December 2023-15,685 15,685 45,700 211,920 11,154 51,310 320,084 2023 REMUNERATION S SHORTHORT-TERM BENEFITSTERM BENEFITS P POSTOST-EMPLOYMENT EMPLOYMENT BENEFITSBENEFITS S SHAREHARE-BAS

134、ED BASED PAYMENTSPAYMENTST TOTALOTAL CASH SALARY CONSULTING FEES SUPERANNUATION EQUITY-SETTLED Executive DirectorsExecutive Directors Christina McGrath 137,500-14,438 42,940 194,878 Fernando Tallarico Resigned 6 September 2023 12-344,000-261,087605,087 NonNon-Executive DirectorsExecutive Directors M

135、artin McConnell 47,500-4,988 42,940 95,428 185,000 344,000 19,426 346,967 895,393 12 Fees and salaries for Fernando Tallarico personnel are paid through the private entity Cosenza Consultoria me Minerao Ltda 21 Performance Remuneration The proportion of remuneration linked to performance and the fix

136、ed proportion are presented in the Proportion between fixed and performance Remuneration Table.PROPORTION BETWEEN FIXED AND PERFORMANCE REMUNERATION F FIXED REMUNERATIONIXED REMUNERATION A AT RISK T RISK-STISTI A AT RISK T RISK-LTILTI 2024 2023 2024 2023 2024 2023 Executive Directors Warwick Grigor

137、Appointed 14 June 2024 100%N/a-N/a-N/aWilliam Howe Appointed 14 June 2024 100%N/a-N/a-N/aFernando Tallarico Resigned 6 September 2023 95%55%-5%45%Non-Executive Directors Christina McGrath Appointed 14 June 2024-76%-100%24%Ben Jarvis Appointed 6 September 2023 100%N/a-N/a-N/aMartin McConnell Resigned

138、 10 December 2023-52%-100%48%Service Agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements.M MANAGING ANAGING D DIRECTORIRECTOR NameName:William Howe Appointed:Appointed:14 June 2024 Agreement commenced:Agreement commenced:14 June 202

139、4.Term of agreement:3 months notice by either party.Details:Details:Annual remuneration of A$200,000.5,000,000 options at 4 cents(subject to approval by shareholders at the next general meeting of shareholders).M MANAGING ANAGING D DIRECTORIRECTOR (O(OUTGOINGUTGOING)Name:Name:Fernando Tallarico Resi

140、gnedResigned:6 September 2023 Agreement commenced:16 October 2019.Term of agreement:Term of agreement:3 months notice to company and 6 months notice by the Company.Details:Details:Annual remuneration of A$396,000.Bonus as recommended and approved by the Board based on achievement of annual milestone

141、s subject to cash availability.Mr.Tallarico was also entitled to share based payment options,subject to Board approval.22 N NONON-EXECUTIVE EXECUTIVE D DIRECTORSIRECTORS Non-executive directors may receive a board fee.The total fee pool for non-executive director is currently limited to$400,000 per

142、annum.All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment.The letter summarises the board policies and terms,including remuneration,relevant to the office of director.Share-based Compensation I ISSUE OF SSUE OF S SHARESHARES No shares we

143、re issued to Key Management personnel as compensation during the year ended 30 June 2024.O OPTIONS PTIONS I ISSUED SSUED T TO O K KEY EY M MANAGEMENT ANAGEMENT P PERSONNELERSONNEL The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key

144、 management personnel in this financial year or future reporting years are detailed in the table which follows.TERMS AND CONDITIONS OF OPTIONS D DIRECTORIRECTOR N NUMBER OFUMBER OF OPTIONSOPTIONSGRANTEDGRANTEDG GRANT DATERANT DATE V VESTING DATE ESTING DATE ANDANDEXERCISABLE EXERCISABLE DATEDATEE EX

145、PIRY XPIRY DATEDATEE EXERCISE XERCISE PRICEPRICEF FAIR VALUEAIR VALUE PER OPTIONPER OPTIONAT GRANT AT GRANT DATEDATEFernando Tallarico 4,000,000 20/12/20 a b 20/11/25$0.10$0.0189 Christina McGrath 1,500,000 20/12/20 a 20/11/25$0.10$0.0189 Martin McConnell 1,500,000 20/12/20 a b 20/11/25$0.10$0.0189

146、Fernando Tallarico 5,000,000 30/11/21 a b 30/11/26$0.10$0.0329 Christina McGrath 1,500,000 30/11/21 a 30/11/26$0.10$0.0329 Martin McConnell 1,500,000 30/11/21 a b 30/11/26$0.10$0.0329 a The unlisted options will vest on the completion of the construction and subsequent opening of the TEPP mine.The o

147、ptions granted carry no dividend or voting rights.b The unlisted options lapsed on respective resignation of Key Management Personnel.23 The number of options over ordinary shares granted to and vested(but not yet exercised)by directors and other key management personnel as part of compensation duri

148、ng the year ended 30 June 2024 are set out below:D DIRECTORIRECTOR N NUMBER OF OPTIONS UMBER OF OPTIONS GRANTED DURING THE YEARGRANTED DURING THE YEARN NUMBER OF OPTIONSUMBER OF OPTIONS VESTED DURING THE YEARVESTED DURING THE YEAR2024 2023 2024 2023 Executive DirectorsExecutive Directors Warwick Gri

149、gor Appointed 14 June 2024-N/a-N/a William Howe Appointed 14 June 2024-N/a-N/a Fernando Tallarico Resigned 6 September 2023-NonNon-Executive DirectorsExecutive Directors Christina McGrath Appointed 14 June 2024-Ben Jarvis Appointed 6 September 2023-N/a-N/a Martin McConnell Resigned 10 December 2023-

150、Additional Information SHARE PRICE AND BASIC EARNINGS 20242024 20232023 2022022 2 2022021 1 20202020 Share price at financial year end 0.024 0.028 0.07 0.07613 0.042 Basic earnings per share(cents per share)(1.06)(0.54)(0.50)(3.37)(1.37)CONSOLIDATED EARNINGS 20242024 20232023 2022022 2 2022021 1 202

151、02020 Loss after income tax(5,795,437)(2,236,834)(1,856,176)(10,841,976)(2,725,792)Additional Disclosures Relating to Key Management Personnel Shareholdings The number of shares in the Company held during the financial year by each director and other members of key management personnel of the consol

152、idated entity,including their personally related parties,is set out in the Ordinary Shares Held by KMP Table 13 The Company was in a trading halt on the 30 June 2021,the share price at the end of the financial year has been taken as the share price on 29 June 2021.24 ORDINARY SHARES HELD BY KMPO OPE

153、NING PENING BALANCEBALANCER RECEIVED AS ECEIVED AS PART OF PART OF REMUNERATIONREMUNERATIONA ADDITIONSDDITIONS D DISPOSALS ISPOSALS&O OTHERTHER C CLOSING LOSING B BALANCEALANCE Executive DirectorsExecutive Directors Warwick Grigor Appointed 14 June 2024-58,864,214-58,864,214 William Howe Appointed 1

154、4 June 2024-67,028,699-67,028,699 Fernando Tallarico Resigned 6 September 2023 6,137,143-(2,000,000)144,137,143 NonNon-Executive DirectorsExecutive Directors Christina McGrath Appointed 14 June 2024 6,371,506-6,371,506 Ben Jarvis Appointed 6 September 2023-600,000-600,000Martin McConnell Resigned 10

155、 December 2023 571,944-571,944 13,080,593-126,492,913(2,000,000)137,573,506 Option Holding The number of options over all ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the consolidated entity,including their personally

156、 related parties,is set in the Options Held by KMP Table.OPTIONS OVER ORDINARY SHARES HELD BY KMP THIS CONCLUDES THE REMUNERATION REPORT,WHICH HAS BEEN AUDITEDTHIS CONCLUDES THE REMUNERATION REPORT,WHICH HAS BEEN AUDITED 14 This balance represents shares to be issued to Fernando Tallarico as approve

157、d at the 2022,that were accrued in the FY2023 Financial Report.This balance represents a reversal of this amount,as the shares were never issued.15 In accordance with the terms of the options granted to KMP,these options lapsed on resignation of respective Directors.O OPENING PENING BALANCEBALANCEG

158、GRANTEDRANTED E EXERCISEDXERCISED E EXPIREDXPIRED/FORFEITEDFORFEITED&OTHEROTHER 1515 V VESTED AND ESTED AND E EXERCISABLEXERCISABLE C CLOSING LOSING B BALANCE ALANCE YEYE Executive DirectorsExecutive Directors Warwick Grigor Appointed 14 June 2024-William Howe Appointed 14 June 2024-Fernando Tallari

159、co Resigned 6 September 2023 9,000,000-(9,000,000)-NonNon-Executive DirectorsExecutive Directors Christina McGrath Appointed 14 June 2024 3,000,000-3,000,000 Ben Jarvis Appointed 6 September 2023-Martin McConnell Resigned 10 December 2023 3,000,000-(3,000,000)-15,000,000-(12,000,000)-3,000,00025 SHA

160、RES UNDER OPTION Unissued ordinary shares of Aguia Resources Limited under option at the date of this report are presented in the Shares Under Option Table.I ISSUE DATESSUE DATE E EXPIRY DATEXPIRY DATE E EXERCISE PRICEXERCISE PRICE N NUMBER UNDER OPTIONUMBER UNDER OPTION 6 August 2024 29 July 2025$0

161、.02 2,500,000 6 August 2024 29 January 2025$0.05 5,000,000 30 November 2021*20 November 2025$0.100 8,500,000 24 April 2023*30 November 2026$0.100 18,500,000 34,500,000*Unlisted options,no person entitled toexercise the options had or has any right by virtue of the option to participate in any share

162、issue of the Company or of any other body corporate.The unlisted options do not carry any voting and dividend rights.SHARES ISSUED ON THE EXERCISE OF OPTIONS There were no ordinary shares of Aguia Resources Limited issued on the exercise of options during the year ended 30 June 2024 and up to the da

163、te of this report.INDEMNITY AND INSURANCE OF OFFICERS The Company has indemnified the directors and executives of the Company for costs incurred,in their capacity as a director or executive,for which they may be held personally liable,except where there is a lack of good faith.During the financial y

164、ear,the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001.The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.INDEMNITY

165、 AND INSURANCE OF AUDITOR The company has not,during or since the end of the financial year,indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.During the financial year,the company has not paid a premium in respect of a con

166、tract to insure the auditor of the company or any related entity.PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company,or to intervene in any proceedings to which the Company is a

167、 party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.26 NON-AUDIT SERVICES There were no non-audit services provided during the financial year by the auditor.OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF HALL CHADWICK NSW There are no off

168、icers of the Company who are former partners of Hall Chadwick NSW.AUDITORS INDEPENDENCE DECLARATION A copy of the auditors independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors report.AUDITOR Hall Chadwick NSW continues in of

169、fice in accordance with section 327 of the Corporations Act 2001.This report is made in accordance with a resolution of directors,pursuant to section 298(2)(a)of the Corporations Act 2001.On behalf of the directors Warwick Grigor Executive Chairman Warwick Grigor Executive Chairman Sydney,31 October

170、 2024 FINANCIAL STATEMENTS FINANCIAL STATEMENTS The above financial statements should be read in conjunction with the accompanying notes 29 GENERAL INFORMATION The financial statements cover Aguia Resources Limited as a consolidated entity consisting of Aguia Resources Limited and the entities it co

171、ntrolled at the end of,or during,the year.The financial statements are presented in AUD,which is the parent company,Aguia Resources Limiteds,functional and presentation currency.Aguia Resources Limited is a listed public company limited by shares,incorporated and domiciled in Australia.Its registere

172、d office and principal place of business are located as below.R REGISTERED OFFICEEGISTERED OFFICE Level 12,680 George Street Sydney NSW 2000 P PRINCIPAL PLACE OF BUSINESSRINCIPAL PLACE OF BUSINESS Rua Dr.Vale,555,Sala 406,Porto Alegre,RS,Brazil,90560-010&Offices of Corporacion Minera de Colombia S.A

173、.S.Carrera 25#10 40 INT 2005 Medelln,Antioquia,Colombia A description of the nature of the consolidated entitys operations and its principal activities are included in the notes to the financial statements.The financial statements were authorised for issue,in accordance with a resolution of director

174、s,on 27 September 2024.FINANCIAL STATEMENTS The above financial statements should be read in conjunction with the accompanying notes 30 Statement of Consolidated Profit and Loss and Other Comprehensive Income For the year ended 30 June For the year ended 30 June 20242024 N NOTEOTE 20242024 20232023

175、RevenueRevenue Interest revenue calculated using the effective interest method 9,773 60,323 Total Revenue 9,773 60,323 ExpensesExpenses Employee benefits expense(51,250)(72,520)Share based payments 9&21(86,496)(518,279)Depreciation and amortisation expense(9,004)(8,886)Corporate expenses(420,776)(77

176、9,731)Business development costs(338,387)(439,759)Legal and professional(360,793)(141,452)Administrative expense(300,787)(336,530)Impairment of E&E Assets 6(4,237,717)-Total Expenses(5,805,208)(2,297,157)Loss before income tax expenseLoss before income tax expense (5,795,437)(2,236,834)Income tax ex

177、pense 4-Loss after income tax expense for the year Loss after income tax expense for the year (5,795,437)(2,236,834)Other comprehensive income/(loss)Other comprehensive income/(loss)Items that may be reclassified subsequently to profit or loss Foreign currency translation 9(4,129,146)2,853,849 Total

178、 other comprehensive income/(loss)for the year (4,129,146)2,853,849 Total Comprehensive income/(loss)for the yearTotal Comprehensive income/(loss)for the year (9,924,583)617,013 Earnings per share(cents)Earnings per share(cents)Basic 20(1.06)(0.54)Diluted 20(1.06)(0.54)FINANCIAL STATEMENTS The above

179、 financial statements should be read in conjunction with the accompanying notes 31 Statement of Consolidated Financial Position As at 30 June As at 30 June 20242024 N NOTEOTE 20242024 20232023 A ASSETSSSETS Current assetsCurrent assets Cash and cash equivalents 1,012,753 437,806 Trade and other rece

180、ivables 131,237 81,591 Prepayments 80,077 85,656 Total current assets 1,224,067 605,053 NonNon-current assetscurrent assets Property,plant and equipment 5 2,120,438 2,157,484 Exploration and evaluation 6 33,763,312 31,571,757 Other non-current assets 173,972-Total non-current assets 36,057,722 33,72

181、9,241 Total assetsTotal assets 37,281,789 34,334,294 L LIABILITIESIABILITIES Current liabilitiesCurrent liabilities Trade and other payables 7&11 838,552 256,854 Related Party loans at call 95,000-Total current liabilities 933,552 256,854 Total liabilitiesTotal liabilities 933,552 256,854 Net assets

182、Net assets 3636,348,237348,237 34,077,44034,077,440 E EQUITYQUITY Contributed capital 8 135,372,570 123,307,543 Reserves 9(9,352,743)(5,353,950)Accumulated losses (89,671,590)(83,876,153)Total equityTotal equity 36,36,348,237348,237 34,077,44034,077,440 FINANCIAL STATEMENTS The above financial state

183、ments should be read in conjunction with the accompanying notes 32 Statement of Consolidated Changes in Equity For year ended 30 June For year ended 30 June 20242024 O ORDINARYRDINARY SHARESSHARESR RESERVESESERVES (N(NOTE OTE 9)9)A ACCUMULATEDCCUMULATED LOSSESLOSSEST TOTAL EQUITYOTAL EQUITY Balance

184、at 1 July 2022 121,858,851(8,567,673)(81,639,319)31,651,859 Loss after income tax expense for the year-(2,236,834)(2,236,834)Other comprehensive income/(loss)for the year,net of tax-2,853,849-2,853,849 Total comprehensive income/(loss)for the year-2,853,849(2,236,834)617,015 Transactions with owners

185、 in their capacity as owners:Contributions of equity,net of transaction costs 1,390,285-1,390,285 Share-based payments(note 9 and note 21)58,407 359,874-418,281Balance at 30 June 2023 123,307,543(5,353,950)(83,876,153)34,077,440 O ORDINARYRDINARY SHARESSHARESR RESERVESESERVES (N(NOTE OTE 9)9)A ACCUM

186、ULATEDCCUMULATED LOSSESLOSSEST TOTAL EQUITYOTAL EQUITY Balance at 1 July 2023 123,307,543(5,353,950)(83,876,153)34,077,440 Loss after income tax expense for the year-(5,795,437)(5,795,437)Other comprehensive income/(loss)for the year,net of tax-(4,129,146)-(4,129,146)Total comprehensive income/(loss

187、)for the year-(4,129,146)(5,795,437)(9,924,583)Transactions with owners in their capacity as owners:-Contributions of equity,net of transaction costs 12,065,027 -12,065,027 Share-based payments(note 9 and note 21)-130,353-130,353 Balance at 30 June 2024 135,372,570(9,352,743)(89,671,590)36,348,237 N

188、OTES TO THE FINANCIAL STATEMENTS The above financial statements should be read in conjunction with the accompanying notes 33 Statement of Consolidated Cash Flows For year ended 30 June For year ended 30 June 20242024 N NOTEOTE 20242024 20232023 Cash flows from operating activitiesCash flows from ope

189、rating activities Payments to suppliers and employees(2,065,973)(2,143,488)Interest received 9,773 60,323 Net cash used in operating activities 19(2,056,200)(2,083,165)Cash flows from investing activitiesCash flows from investing activities Purchase of fixed assets 5-(285,126)Cash Acquired with Ande

190、an Acquisition 89,753-Payments for exploration and evaluation(589,077)(2,320,055)Net cash used in investing activities(499,324)(2,605,181)Cash flows from financing activitiesCash flows from financing activities Proceeds from issue of shares 8 3,300,794 1,480,285 Share issue transaction costs 8(167,6

191、67)(90,000)Net cash from financing activities 3,133,127 1,390,285 Cash and cash equivalents at the beginning of the financial year 437,806 3,726,304 Increase/(Decrease)of exchange rate changes on cash and cash equivalents(2,656)9,563 Net decrease in cash and cash equivalents 577,603(3,298,061)Cash a

192、nd cash equivalents at the end of the financial year 1,012,753 437,806 NOTES TO THE FINANCIAL STATEMENTS 34 Notes to the Consolidated Financial Statements Note 1.Significant accounting policies The consolidated financial statements of the Company have been prepared in accordance with Australian Acco

193、unting Standards and Interpretations as issued by the Australian Accounting Standards Board(AASB)and Corporations Act 2001,as appropriate for a for-profit entity.The principal accounting policies adopted in the preparation of the general-purpose financial statements are set out below.These policies

194、have been consistently applied to all the years presented,unless otherwise stated.N NEW OR EW OR I IMPENDING MPENDING C CHANGES TO HANGES TO A ACCOUNTING CCOUNTING S STANDARDS AND TANDARDS AND I INTERPRETATIONSNTERPRETATIONS The consolidated entity has adopted all of the new or amended Accounting St

195、andards and Interpretations issued by the Australian Accounting Standards Board(AASB)that are mandatory for the current reporting period.Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.The adoption of these Accounting Standards and In

196、terpretations did not have any significant impact on the financial performance or position of the consolidated entity.G GOING OING C CONCERNONCERN The financial report has been prepared on the going concern basis,which assumes continuity of normal business activities and the realisation of assets an

197、d the settlement of liabilities in the ordinary course of business.The Group has incurred net losses after tax of$5,795,437(2023:$2,236,834)and net cash outflows from operating and investing activities of$2,555,524(2023:$4,688,346)for the year ended 30 June 2024.Cash on hand at 30 June 2024 is$1,012

198、,753(2023:$437,806).The Group has not generated significant revenues from operations.As at the date of this report,the directors are satisfied that there are reasonable grounds to believe that the Group will be able to operate as a going concern based on the following matters:The Groups history of b

199、eing able to raise funds when required,through capital raising,including;o$2.6m raised subsequent to year end on 26 July 2024,via the issue of approximately 104,000,000 fully paid Ordinary Shares to sophisticated and institutional investors at a price of A$0.025 per share and o$2.5m raised on 30 Aug

200、ust 2024 via the issue of approximately 100,000,000 fully paid Ordinary Shares to sophisticated and institutional investors at a price of A$0.025 per share.The Group has capacity to manage its activities in the short term to minimise its funding requirements.The Directors regularly monitor the Group

201、s cash position and,on an on-going basis,consider capital raisings or other methods to ensure that adequate funding continues to be available.The Groups Management teams have prepared cashflow projections that support the Groups ability to continue as a going concern.The Directors of the Company con

202、sider that the cashflow projections and assumptions are achievable,and in the longer term,significant revenues NOTES TO THE FINANCIAL STATEMENTS 35 will be generated from the further commercialisation of the projects,and accordingly,the Group will be able to continue as a going concern.The Public Ci

203、vil Action(PCA)in respect of environmental permitting matter at the Phosphate Project remains on-going.The outcome,and associated next steps,is not currently determinable,however,Aguia remains committed to the project and will continue to fight the matter until resolved.Importantly,the matter does n

204、ot impact the validity of the underlying mining concessions held by the Group.In forming this view,the directors of the Company have considered the ability of the Company to generate sufficient revenues and raise funds as required by way of future capital raisings.There are inherent uncertainties as

205、sociated with growing revenue and the successful completion of capital raisings.Should the directors not be able to manage these inherent uncertainties and successfully secure funding as required,there would be significant uncertainty as to whether the Group would be able to meet its debts as and wh

206、en they fall due and therefore continue as a going concern.In the event that the Group is unable to achieve the above,such circumstances would indicate that a material uncertainty exists that may cast significant doubt as to whether the Group will continue as a going concern and therefore may not be

207、 able to realise its assets and extinguish its liabilities in the ordinary course of operations and at the amounts stated in the interim financial report.Notwithstanding the above,the directors are satisfied that at the date of signing of the financial report,there are reasonable grounds to believe

208、that the Group will be able to continue to pay its debts as and when they fall due and that it is appropriate for the financial statements to be prepared on a going concern basis.P PARENT ENTITY INFORMATIONARENT ENTITY INFORMATION In accordance with the Corporations Act 2001,these financial statemen

209、ts present the results of the consolidated entity only.Supplementary information about the parent entity is disclosed in note 16.P PRINCIPLES OF CONSOLIDATIONRINCIPLES OF CONSOLIDATION The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Aguia Resources

210、 Limited(company or parent entity)as at 30 June 2024 and the results of all subsidiaries for the year then ended.Aguia Resources Limited and its subsidiaries together are referred to in these financial statements as the consolidated entity.Subsidiaries are all those entities over which the consolida

211、ted entity has control.The consolidated entity controls an entity when the consolidated entity is exposed to,or has rights to,variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.Subsidiaries are fu

212、lly consolidated from the date on which control is transferred to the consolidated entity.They are de-consolidated from the date that control ceases.Intercompany transactions,balances and unrealised gains on transactions between entities in the consolidated entity are eliminated.Unrealised losses ar

213、e also eliminated unless the transaction provides evidence of the impairment of the asset transferred.Accounting policies of NOTES TO THE FINANCIAL STATEMENTS 36 subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.The acquisition

214、of subsidiaries is accounted for using the acquisition method of accounting.A change in ownership interest,without the loss of control,is accounted for as an equity transaction,where the difference between the consideration transferred and the book value of the share of the non-controlling interest

215、acquired is recognised directly in equity attributable to the parent.Where the consolidated entity loses control over a subsidiary,it derecognises the assets including goodwill,liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised

216、in equity.The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.O OPERATING SEGMENTSPERATING SEGMENTS Operating segments are presented using the management approach,where the info

217、rmation presented is on the same basis as the internal reports provided to the Board.The Board is responsible for the allocation of resources to operating segments and assessing their performance.F FOREIGN CURRENCY TRANSLATIONOREIGN CURRENCY TRANSLATION The financial statements are presented in Aust

218、ralian dollars,which is the parent company,Aguia Resources Limiteds functional and presentation currency.Foreign currency transactionsForeign currency transactions Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transaction

219、s.Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.Foreign operationsForeign operations The assets a

220、nd liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date.The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates,which approximate the rates at the dates of the transacti

221、ons,for the period.All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.R REVENUE RECOGNITIONEVEN

222、UE RECOGNITION The consolidated entity recognises revenue as follows:InterestInterest Interest revenue is recognised as interest accrues using the effective interest method.This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant pe

223、riod using the effective interest rate,which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to NOTES TO THE FINANCIAL STATEMENTS 37 the net carrying amount of the financial asset.Other revenueOther revenue Other revenue is recognise

224、d when it is received or when the right to receive payment is established.Government grants are recognised where there is reasonable assurance that the grant will be received,and all attached conditions will be complied with.I INCOME TAXNCOME TAX The income tax expense or benefit for the period is t

225、he tax payable(or benefit,in the form of,future tax losses to be offset against future taxable profits)on that periods taxable income based on the applicable income tax rate for each jurisdiction,adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences,unu

226、sed tax losses and the adjustment recognised for prior periods,where applicable.Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled,based on those tax rates that are enacted or s

227、ubstantively enacted,except for:When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that,at the time of the transaction,affects neither the accounting nor taxable profits;or W

228、hen the taxable temporary difference is associated with interests in subsidiaries,associates or joint ventures,and the timing of the reversal can be controlled,and it is probable that the temporary difference will not reverse in the foreseeable future.Deferred tax assets are recognised for deductibl

229、e temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.Members of the tax consolidated group and the tax sharing arrangement Aguia Resources Limited and its 100%owned Australian resident sub

230、sidiaries formed a tax consolidated group with effect from 1 July 2013.Aguia Resources Limited is the head entity of the tax consolidated group.The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date.Deferred tax assets recognised are reduced to the

231、 extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered.Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.Deferred tax a

232、ssets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities;and they relate to the same taxable authority on either the same taxable entity or different taxable

233、entities which intend to settle simultaneously.C CURRENT AND NONURRENT AND NON-CURRENT CLASSIFICATIONCURRENT CLASSIFICATION Assets and liabilities are presented in the statement of financial position based on current and non-current classification.An asset is classified as current when:it is either

234、expected to be realised or intended to be sold or consumed in the consolidated entitys normal operating cycle;it is held primarily for NOTES TO THE FINANCIAL STATEMENTS 38 the purpose of trading;it is expected to be realised within 12 months after the reporting period;or the asset is cash or cash eq

235、uivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.All other assets are classified as non-current.A liability is classified as current when:it is either expected to be settled in the consolidated entitys normal operating cy

236、cle;it is held primarily for the purpose of trading;it is due to be settled within 12 months after the reporting period;or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.All other liabilities are classified as non-current.De

237、ferred tax assets and liabilities are always classified as non-current.C CASH AND CASH EQUIVALENTSASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand,deposits held at call with financial institutions,other short-term,highly liquid investments with original maturities of three mo

238、nths or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.O OTHER THER R RECEIVABLESECEIVABLES Other receivables are recognised at amortised cost,less any allowance for expected credit losses.P PROPERTYROPERTY,PLANT AND EQUI

239、PMENTPLANT AND EQUIPMENT Property,plant and equipment is stated at historical cost less accumulated depreciation and impairment.Freehold Land is stated at cost.Historical cost includes expenditure that is directly attributable to the acquisition of the items.Depreciation is calculated on a straight-

240、line basis to write off the net cost of each item of plant and equipment over their expected useful lives as follows:Plant and equipment:3-5 years.Freehold land:not depreciated.The residual values,useful lives anddepreciation methods are reviewed,and adjusted if appropriate,at each reporting date.An

241、 item of property,plant or equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity.Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.Any revaluation surplus reserve relating to the item disposed o

242、f is transferred directly to retained profits.E EXPLORATION AND EVALUATION ASSETSXPLORATION AND EVALUATION ASSETS Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial posit

243、ion where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest,or by its sale;or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence o

244、r otherwise of economically recoverable reserves.Where a project or an area of interest has been abandoned,the expenditure incurred thereon is written off in the year in which the decision is made.An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recover

245、able amount.When technical feasibility and commercial viability of extracting a mineral resource are demonstrable for NOTES TO THE FINANCIAL STATEMENTS 39 an area of interest,the Company stops capitalising exploration and evaluation costs for that area,tests recognized exploration and evaluation ass

246、ets for impairment and reclassifies any unimpaired exploration and evaluation assets either as tangible or intangible development assets according to the nature of the assets.The demonstration of the technical feasibility and commercial viability is the point at which management determines that it w

247、ill develop the project and is subject to a significant degree of judgement and assessment of all relevant factors.This typically includes,but is not limited to,the completion of an economic feasibility study,the establishment of mineral reserves and the ability to obtain the relevant construction a

248、nd operating permits for the project.T TRADE AND OTHER PAYABLESRADE AND OTHER PAYABLES These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid.Due to their short-term nature they are measured at amorti

249、sed cost and are not discounted.E EMPLOYEE BENEFITSMPLOYEE BENEFITS ShortShort-term employee benefitsterm employee benefits Liabilities for wages and salaries,including non-monetary benefits,annual leave,long service leave and accumulating sick leave expected to be settled wholly within 12 months of

250、 the reporting date are measured at the amounts expected to be paid when the liabilities are settled.Non-accumulating sick leave is expensed to profit or loss when incurred.Defined contribution superannuation Defined contribution superannuation expenseexpense Contributions to defined contribution su

251、perannuation plans are expensed in the period in which they are incurred.ShareShare-based paymentsbased payments Equity-settled share-based compensation benefits are provided to employees.Equity-settled transactions are awards of shares,or options/warrants over shares,which are provided to employees

252、 in exchange for the rendering of services.The cost of equity-settled transactions are measured at fair value on grant date.Fair value is independently determined using Black-Scholes option pricing model that takes into account the exercise price,the term of the option,the impact of dilution,the sha

253、re price at grant date and expected price volatility of the underlying share,the expected dividend yield and the risk free interest rate for the term of the option,together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employ

254、ees to receive payment.No account is taken of any other vesting conditions.The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period.The cumulative charge to profit or loss is calculated based on the grant date fair value of

255、the award,the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period.The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.If equity-se

256、ttled awards are modified,as a minimum an expense is recognised as if the modification has not been made.An additional expense is NOTES TO THE FINANCIAL STATEMENTS 40 recognised,over the remaining vesting period,for any modification that increases the total fair value of the share-based compensation

257、 benefit as at the date of modification.If the non-vesting condition is within the control of the consolidated entity or employee,the failure to satisfy the condition is treated as a cancellation.If the condition is not within the control of the consolidated entity or employee and is not satisfied d

258、uring the vesting period,any remaining expense for the award is recognised over the remaining vesting period,unless the award is forfeited.If equity-settled awards are cancelled,it is treated as if it has vested on the date of cancellation,and any remaining expense is recognised immediately.If a new

259、 replacement award is substituted for the cancelled award,the cancelled and new award is treated as if they were a modification.F FAIR VALUE MEASUREMENTAIR VALUE MEASUREMENT When an asset or liability,financial or non-financial,is measured at fair value for recognition or disclosure purposes,the fai

260、r value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date;and assumes that the transaction will take place either:in the principal market;or in the absence of a principal market,

261、in the most advantageous market.Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,assuming they act in their economic best interests.For non-financial assets,the fair value measurement is based on its highest and best use.Valuation te

262、chniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,are used,maximising the use of relevant observable inputs and minimising the use of unobservable inputs.Assets and liabilities measured at fair value are classified into three levels,

263、using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measure

264、ment.For recurring and non-recurring fair value measurements,external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant.External valuers are selected based on market knowledge and reputation.Where there is a significant change in fa

265、ir value of an asset or liability from one period to another,an analysis is undertaken,which includes a verification of the major inputs applied in the latest valuation and a comparison,where applicable,with external sources of data.C CONTRIBUTED CAPITALONTRIBUTED CAPITAL Ordinary shares are classif

266、ied as equity.Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,net of tax,from the proceeds.E EARNINGS PER SHAREARNINGS PER SHARE Basic earnings per shareBasic earnings per share Basic earnings per share is calculated by dividing the pr

267、ofit/(loss)attributable to the owners of Aguia Resources Limited,excluding any costs NOTES TO THE FINANCIAL STATEMENTS 41 of servicing equity other than ordinary shares,by the weighted average number of ordinary shares outstanding during the financial year,adjusted for bonus elements in ordinary sha

268、res issued during the financial year.Diluted earnings per shareDiluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after-income tax effect of interest and other financing costs associated with diluti

269、ve potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.G GOODS AND OODS AND S SERVICES ERVICES T TAX AX(GST)(GST)AND OTHER AND OTHER SIMILAR TAXESSIMILAR TAXESRevenues,expenses and asse

270、ts are recognised net of the amount of associated GST,unless the GST incurred is not recoverable from the tax authority.In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.Receivables and payables are stated inclusive of the amount of GST recei

271、vable or payable.The net amount of GST recoverable from,or payable to,the tax authority is included in other receivables or other payables in the statement of financial position.Cash flows are presented on a gross basis.The GST components of cash flows arising from investing or financing activities

272、which are recoverable from,or payable to the tax authority,are presented as operating cash flows.Commitments and contingencies are disclosed net of the amount of GST recoverable from,or payable to,the tax authority.Note 2.Critical accounting judgements,estimates and assumptions The preparation of th

273、e financial statements requires management to make judgements,estimates and assumptions that affect the reported amounts in the financial statements.Management continually evaluates its judgements and estimates in relation to assets,liabilities,contingent liabilities,revenue and expenses.Management

274、bases its judgements,estimates and assumptions on historical experience and on other various factors,including expectations of future events,management believes to be reasonable under the circumstances.The resulting accounting judgements and estimates will seldom equal the related actual results.The

275、 judgements,estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities(refer to the respective notes)within the next financial year are discussed below.S SHAREHARE-BASED PAYMENT TRANSACTIONSBASED PAYMENT TRANSACTIONS The

276、consolidated entity measures the cost of equity-settled transactions with employees or suppliers by reference to the fair value of the equity instruments at the date at which they are granted.The fair value is determined by using either the Black-Scholes model taking into account the terms and condi

277、tions upon which the instruments were granted.Alternatively,shares issued for nil consideration in lieu of time served to the company are calculated based on the value of services provided to the Company.On NOTES TO THE FINANCIAL STATEMENTS 42 the date of share issuance,the share price from the trad

278、ing day before,multiplied by the number of shares will equate to the value of services provided to the Company.The accounting estimates and assumptions used in the valuation models relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities

279、within the next annual reporting period but may impact profit or loss and equity.C CARRYING VALUE OF EXPLORATION AND ARRYING VALUE OF EXPLORATION AND EVALUATION ASSETSEVALUATION ASSETSThe consolidated entity assesses carrying value of exploration and evaluation assets at each reporting date.If an im

280、pairment trigger exists,the recoverable amount of the asset is determined.Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.In additio

281、n,costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant interest.The application of this exploration and evaluation expenditure policy requires management to make certain estimates and judgements as to future events and circumstanc

282、es,particularly in relation to the assessment of whether sufficient data exist to indicate that the carrying amount of the exploration and evaluation asset is likely to be recovered in full from successful development or by sale.This includes consideration of the status of ongoing legal matters and

283、how they may impact the ability of the Group to develop the asset and therefore recover the carrying value of the asset.Any such estimates and assumptions may change as new information becomes available.If,after having capitalised exploration and evaluation expenditure,management concludes that the

284、capitalised expenditure is unlikely to be recovered by future exploitation or sale,then the relevant capitalised amount will be written off to the statement of profit or loss and other comprehensive income.Note 3.Operating segments I IDENTIFICATION OF REPORTABLE OPERATING DENTIFICATION OF REPORTABLE

285、 OPERATING SEGMENTSSEGMENTSSubsequent to the acquisition of Andean Mining Limited,the operating segments of the consolidated entity is organized by geographical location,being Brazil,Colombia and Australia.These operating segments are based on the internal reports that are reviewed and used by the B

286、oard of Directors(who are identified as the Chief Operating Decision Maker(CODM)in assessing performance and in determining the allocation of resources.The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.The information is

287、reported to the CODM every month.NOTES TO THE FINANCIAL STATEMENTS 43 Note 4.Consolidated Income Tax Expense 20242024 20232023 Numerical reconciliation of income tax expense and tax at Numerical reconciliation of income tax expense and tax at the statutory ratethe statutory rate Loss before income t

288、ax expense (5,795,437)(2,236,832)Tax at the statutory tax rate of 25%(2023:25%)(1,448,859)(559,208)Tax effect amounts which are not deductible/(taxable)in Tax effect amounts which are not deductible/(taxable)in calculating taxable incomecalculating taxable income Expenditure not allowable for income

289、 tax purposes 21,624 129,570 Differences arising from losses in Brazil at a tax rate of 15%53,138 272,206 Current year tax(loss)not recognised (1,374,097)(157,433)Income tax expense-The potential tax benefit for tax losses presented below has not been recognised in the statement of financial positio

290、n as it is unlikely they will be utilised in the foreseeable future.These tax losses can only be utilised in the future if the continuity of ownership test is passed,or failing that,the same business test is passed.20242024 20232023 Tax losses not recognisedTax losses not recognised Unused tax losse

291、s for which no deferred tax asset has been recognised 24,821,172 23,447,075 Potential tax benefit 25%(2023:25%)6,205,293 5,861,769 T TAX CONSOLIDATION AX CONSOLIDATION Members of the tax consolidated group and the tax sharing arrangement Aguia Resources Limited and its 100%owned Australian resident

292、subsidiaries formed a tax consolidated group with effect from 1 July 2013.Aguia Resources Limited is the head entity of the tax consolidated group.NOTES TO THE FINANCIAL STATEMENTS 44 Note 5.Property,Plant and Equipment F FREEHOLD REEHOLD L LANDAND O OTHER THER E EQUIPMENTQUIPMENT T TOTALOTAL Cost o

293、r valuationCost or valuation At 30 June 2022At 30 June 2022 1,766,2971,766,297 164,180164,180 1,930,4761,930,476 Additions 235,098 50,028 285,126 FX Differences 52,913 4,918 57,831 At 30 June 2023At 30 June 2023 2,054,3092,054,309 219,126219,126 2,273,4352,273,435 Additions*-263,574 263,574 FX Diffe

294、rences(238,177)(31,878)(270,055)At 30 June 2024At 30 June 2024 1,816,132 1,816,132 450,822450,822 2,2,266,954266,954 DepreciationDepreciation AtAt 30 June 202230 June 2022 -84,773 84,773 Depreciation P&L -8,8868,886 Depreciation E&E-19,671 19,671 FX Differences -2,621 2,621 At 30 June 2023At 30 June

295、 2023 -115,951 115,951 Depreciation P&L -9,0039,003 Depreciation E&E-21,562 21,562 FX Differences-At 30 June 2024At 30 June 2024-146,516 146,516 Net Book ValueNet Book Value At 30 June 2023At 30 June 2023 2,054,3092,054,309 103,175103,175 2,157,4842,157,484 At 30 June 2024At 30 June 2024 1,816,1321,

296、816,132 304,306304,306 2,120,4382,120,438 *Additions to Other Equipment represents the net book value of Equipment acquired as part of the Andean Acquistion on 30 June 2024.Note 6.Consolidated Non-current Assets-Exploration and Evaluation 20242024 20232023 Brazilian Phosphate project-at cost 45,307,

297、653 47,968,946 Less:Cumulative Impairment(21,852,634)(21,852,634)Total Phosphate Project 23,455,020 26,116,312 Brazilian Copper project-at cost 4,870,939 5,455,445 Less:Cumulative Impairment16(4,237,717)-Total Copper Project 633,222 5,455,445 Colombian Projects at cost 9,675,070-Less:Cumulative Impa

298、irment-Total Colombian Projects 9,675,070-33,763,312 31,571,757 16 Following the internal review of the Primavera Copper Project in Caapava do Sul,Brazil,the Board of Aguia Resources Limited decided not to exercise the C$350,000 option that was due on 28 March 2024.An Option Contract Termination Agr

299、eement was signed with Referencial Geologia e Minao,thereby terminating the Companys interest in the Project,resulting in the Impairment of a portion of the copper E&E Assets.NOTES TO THE FINANCIAL STATEMENTS 45 R RECONCILIATIONSECONCILIATIONS Reconciliations of the written down values at the beginn

300、ing and end of the current and previous financial year are set out below:E EXPLORATION XPLORATION&E EVALUATIONVALUATION T TOTALOTAL Balance at 1 July 2022Balance at 1 July 2022 26,723,226 26,723,226 Additions 2,211,560 2,211,560 Exchange differences 2,636,971 2,636,971 Balance at 30 June 2023Balance

301、 at 30 June 2023 31,571,757 31,571,757 Balance at 1 July 2023 31,571,757 31,571,757 Additions 589,077 589,077 Additions Colombian Projects 9,675,070 9,675,070 Impairment Brazilian Copper Project16(4,237,717)(4,237,717)Exchange differences(3,834,875)(3,834,875)Balance atBalance at 30 June 30 June 202

302、42024 33,763,312 33,763,312 Note 7.Consolidate Current Liabilities-Trade and Other Payables 20242024 20232023 Trade payables and other payables 677,125 119,077 Accrued expenses 66,427 17,761 Related Party Loans at Call 95,000-Advances of Future Capital Increases-120,016838,552 256,854 Trade Payables

303、 are settled within 30-90 days and are non-interest bearing.Note 8.Equity-Contributed Capital N NUMBER OF SHARESUMBER OF SHARES AUDAUD 2024 2023 2024 2023 Ordinary shares-fully paid 1,083,027,028 433,854,253 135,372,571 123,307,544 O ORDINARY SHARESRDINARY SHARES Ordinary shares entitle the holder t

304、o participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held.The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.On a show of hands every member presen

305、t at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.NOTES TO THE FINANCIAL STATEMENTS 46 M MOVEMENTS IN ORDINARY SHARE CAPITALOVEMENTS IN ORDINARY SHARE CAPITAL D DETAILSETAILS D DATEATE S SHARESHARES I ISSUE SSUE PRICEPRICEAUDAUD Opening Balance 1

306、 July 202Opening Balance 1 July 2022 2 1-Jul-2022 399,897,089 121,858,852 Shares issued to supplier in lieu of cash payment 9-Aug-2022 1,061,945$0.0550 58,407 Shares Issued-Placement 24-Feb-2023 32,895,219$0.0450 1,480,285 Share issue costs(90,000)Closing Balance 30 June 202Closing Balance 30 June 2

307、023 3 3030-JunJun-20232023433,854,253433,854,253 123,307,544123,307,544 Opening Balance 1 July 2023Opening Balance 1 July 2023 1-Jul-2023433,854,253 123,307,544 Private Placement 27-Sep-23 34,482,758$0.0145 500,000 Entitlement Offer 18-Dec-2337,143,877$0.0140 520,014 Placement of Entitlement offer s

308、hortfall 31-Jan-2473,200,951$0.0140 1,024,814 Share Issued to Consultant in Lieu of cash payment 8-Feb-24 804,357$0.0140 11,261 Private Placement 24-Apr-24 78,497,919$0.0160 1,255,967 Acquisition of Andean 14-Jun-24422,411,334$0.0210 8,870,638 Share Issued to Consultant in Lieu of cash payment 27-Ju

309、n-24 2,631,579$0.0190 50,000 Capital Raise Costs(167,667)Closing Balance 30 June Closing Balance 30 June 20242024 3030-JunJun-24241,083,027,0281,083,027,028 135,372,571135,372,571 C CAPITAL RISK MANAGEMENTAPITAL RISK MANAGEMENT The consolidated entitys objectives when managing capital are to safegua

310、rd its ability to continue as a going concern,so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.Capital is regarded as total equity,as recognised in the statement of financial position,plus n

311、et debt.Net debt is calculated as total borrowings less cash and cash equivalents.In order to maintain or adjust the capital structure,the consolidated entity may issue new shares or sell assets.The consolidated entity would look to raise capital when an opportunity to invest in a business or compan

312、y was seen as value adding relative to the current parent entitys share price at the time of the investment.The consolidated entity is continuously examining new business opportunities where the acquisition/working capital requirements may involve additional funding in some format,including issue of

313、 shares or debt where appropriate.As at 30 June 2024,the consolidated entity is not subject to financing arrangements covenants.NOTES TO THE FINANCIAL STATEMENTS 47 Note 9.Consolidated Equity Reserves 20242024 20232023 Foreign currency reserve(15,562,092)(11,432,946)Share-based payments reserve 6,12

314、7,164 5,996,811 Capital contribution reserve 82,185 82,185(9,352,743)(5,353,950)M MOVEMENTS IN RESERVESOVEMENTS IN RESERVES Movements in each class of reserve during the current and previous financial year are set out below:C CAPITAL APITAL C CONTRIBUTIONONTRIBUTION S SHAREHARE-BASED BASED P PAYMENT

315、SAYMENTS F FOREIGN OREIGN C CURRENCYURRENCY T TOTALOTAL Balance at 1 July 2022 82,185 5,636,937(14,286,795)(8,567,673)Foreign currency translation-2,853,849 2,853,849 Share-based payments-359,874-359,874 Balance at 30 June 2023 82,18582,185 5,996,8115,996,811 (11,432,946)(11,432,946)(5,353,950)(5,35

316、3,950)Balance at 1 July 2023 82,185 5,996,811(11,432,946)(5,353,950)Foreign currency translation-(4,129,146)(4,129,146)Share-based payments-130,353-130,353 Balance at 30 June 2024 82,18582,185 6,127,1646,127,164 (15,(15,562,092562,092)(9,(9,352,743352,743)C CAPITAL CONTRIBUTION RESERVEAPITAL CONTRIB

317、UTION RESERVE This reserve records the capital contribution arising from unrecognised interest due to non-arms length interest rate at 1%on the$1 million loan with Forbes Emprendimentos Ltd,a company associated with three of its current/former directors.The consolidated entity ceased to borrow from

318、this counterparty in 2017.S SHAREHARE-BASED PAYMENTS RESERVEBASED PAYMENTS RESERVE The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration,and other parties as part of their compensation for services.F FOREIGN CURRENCY RESERVEOR

319、EIGN CURRENCY RESERVE The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars.It was also used to recognise gains and losses on hedges of the net investments in foreign operationNote 10.Equity Dividend

320、s There were no dividends paid,recommended or declared during the current or previous financial year NOTES TO THE FINANCIAL STATEMENTS 48 Note 11.Financial Instruments F FINANCIAL RISK MANAGEMENT OBJECTIVESINANCIAL RISK MANAGEMENT OBJECTIVES The consolidated entitys activities expose it to a variety

321、 of financial risks:market risk(including foreign currency risk and interest rate risk),credit risk and liquidity risk.The consolidated entitys overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial perfor

322、mance of the consolidated entity.Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows,the consolidated entity does not enter into derivative transactions to mitigate the financial risks.In addition,the consolidated entitys policy is that

323、no trading in financial instruments shall be undertaken for the purposes of making speculative gains.As the consolidated entitys operations change,the directors will review this policy periodically going forward.The consolidated entity uses different methods to measure different types of risk to whi

324、ch it is exposed.These methods include sensitivity analysis in the case of interest rate,foreign exchange and other price risks,ageing analysis for credit risk in respect of investment portfolios to determine market risk.M MARKET RISKARKET RISK Foreign currency riskForeign currency risk The consolid

325、ated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.Foreign exchange risk arises from commercial transactions and recognised financial assets and financial liabilities denominated in a currency

326、 that is not the entitys functional currency.The risk is measured using sensitivity analysis and cash flow forecasting.The consolidated entity does not carry in its books any foreign currency other than its functional currency and therefore the risk associated with foreign currency risk is deemed to

327、 be minimal.Interest rate riskInterest rate risk The consolidated entitys main interest rate risk arises from short-term deposits with a floating interest rate.Credit riskCredit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial

328、 loss to the consolidated entity.The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount,net of any provisions for impairment of those assets,as disclosed in the statement of financial position and notes to the financial statements.The consolid

329、ated entity does not hold any collateral.The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning.These provisions are considered representativ

330、e across all customers of the consolidated entity based on recent sales experience,historical collection rates and forward-looking information that is available.There are no significant concentrations of credit risk within the consolidated entity.NOTES TO THE FINANCIAL STATEMENTS 49 Liquidity riskLi

331、quidity risk Liquidity risk is the risk that the consolidated entity will not be able to meet its financial obligations as they fall due.The Boards approach to managing liquidity is to ensure,as far as possible,that the consolidated entity will always have sufficient liquidity to meet its liabilitie

332、s when due.Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets(mainly cash and cash equivalents)to be able to pay debts as and when they become due and payable.The consolidated entity manages liquidity risk by maintaining adequate cash reserves by

333、 continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.Remaining contractual maturitiesRemaining contractual maturities The following tables detail the consolidated entitys remaining contractual maturity for its financial instrument liabilities.The tables have been drawn up based on the undiscounted cash flows of financial lia