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1、 (ABN 14 113 517 203)ANNUAL REPORT 2023 Amani Gold Limited Corporate Directory Page 1 Directors Conrad Karageorge John Smyth Peter Huljich Anna Nahajski-Staples CEO Conrad Karageorge Company Secretary James Bahen Registered Office Suite 1,295 Rokeby Road Subiaco,WA,Australia 6108 Telephone:+61 1300
2、258 985 Auditors Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco WA 6008 Share Registry Advanced Share Registry Limited 110 Stirling Highway Nedlands Western Australia 6009 Telephone:+61 8 9389 8033 Facsimile:+61 8 9262 3723 Website: Securities trade on the Australian Securities Exchange ANL
3、Amani Gold Limited Contents For the year ended 30 June 2023 Page 2 Chairmans Message 3 Review of Operations 4 Directors Report 7 Auditors Independence Declaration 20 Consolidated Statement of Profit or Loss and Other Comprehensive Income 21 Consolidated Statement of Financial Position 22 Consolidate
4、d Statement of Changes in Equity 23 Consolidated Statement of Cash Flows 25 Notes to the Consolidated Financial Statements 26 Directors Declaration 50 Independent Audit Report 51 Additional Shareholder Information 55 Amani Gold Limited Chairmans Message For the year ended 30 June 2023 Page 3 Dear Sh
5、areholders,I am pleased to present the 2023 Annual Report for Amani Gold Limited(ASX:ANL).It has been a very productive year for the Company.During the reporting period,Amani has undertaken an exploration diamond and RC drill program at the DRC Giro Gold Project.Following our 2022 drilling campaign
6、the Company undertook a resource review of the Giro Project increasing the total Mineral Resource Estimate to 149.2Mt at a grade of 0.99g/t.Following our successful exploration program,Amani received and accepted an offer for the sale of the Giro Project for a total cash consideration of USD$30M.Thi
7、s sale received shareholder approval in August 2023.The funds received from the sale of the Giro Project provide the Company the opportunity to pursue the acquisition of new mineral assets to develop and explore in order to grow shareholder value.The Company has been assessing a number of mineral ex
8、ploration/development projects to acquire as part of our re-listing on the ASX.Due diligence is being undertaken on a select few.Amani will continue to keep shareholders informed of our progress.I take this opportunity to thank all our staff and contractors for their dedicated work this year in adva
9、ncing our gold project to a successful commercial outcome.The Company takes this opportunity to acknowledged the ongoing support of our long term shareholders and welcomes new shareholders that have invested in Amani over the past year.We look forward to updating shareholders on the next phase of ou
10、r Companys story.Peter Huljich Chairman Amani Gold Limited Review of Operations For the year ended 30 June 2023 Page 4 REVIEW OF OPERATIONS Giro Gold Project Sale of Giro Gold Project During the reporting period Amani Gold executed a binding term sheet(“Term Sheet”)with Mabanga Shining SARL(the“Purc
11、haser”)for the sale of Amani Golds shareholding in Amani Consulting SARL,the DRC based entity that holds the Giro Gold Project for the cash payment of USD$30M(approximately AUD$43.5M)(the“Transaction”).(Please note change of name of purchaser the purchasing entity remains this same entity however wi
12、ll hereafter be referred to as Mabanga Shining SARL and not Mabanga Mining SARL as previously disclosed).Pursuant to the Term Sheet,the Purchaser has agreed to acquire the Companys 850 shares(“Sale Shares”)representing 85%of the total issued share capital in Amani Consulting,the entity that holds a
13、65%interest in Giro Goldfields SARL,a DRC registered company and holder of the two exploitation permits comprising the Giro Gold Project.Socit Minire De Kilo Moto SA(“SOKIMO”),a company wholly owned by the DRC Government holds the remaining 35%interest.As the Transaction constitutes a disposal of th
14、e Companys main undertaking,the Company will be seeking shareholder approval for the Transaction pursuant to ASX Listing Rule 11.2.The Company will prepare a notice of general meeting for this purpose,which will contain further details about the Transaction.Rationale for entering into the Transactio
15、n The USD$30M(approximately AUD$43.5M)transaction value represents a value increase of approximately 75%above Amani Golds current market capitalization.This cash consideration provides the opportunity to pursue new assets.Geopolitical circumstances in the region could worsen in the future resulting
16、in large-scale gold projects such as Giro becoming less attractive to potential acquirers or investors.General elections are scheduled to be held in the DRC in December 2023.Further development of the Giro Gold Project requires substantial funds that will most likely be raised through the issue of e
17、quity,diluting existing shareholders.Summary of Term Sheet The material terms of the Term Sheet are as follows:1.The Purchaser shall pay the Company a total of USD$30M pre-tax consisting of the following tranches:First Tranche US$5,000,000 payable to the Company upon execution of the Term Sheet;Seco
18、nd Tranche-US$8,000,000 payable to the Company within one(1)year of the payment of the First Tranche;Third Tranche-US$8,000,000 payable to the Company within one(1)year of the payment of the Second Tranche;and Fourth Tranche-US$9,000,000 payable to the Company within one(1)year of the payment of the
19、 Third Tranche to the Seller.2.First Tranche Completion(being the completion of the First Tranche payment to the Company)is conditional upon the following(“Conditions Precedent”):the Company obtaining the required shareholder approvals(including shareholder approval pursuant to Listing Rule 11.2 and
20、 10.1);and all necessary regulatory and third-party approvals being obtained in the DRC.3.If the Company receives a superior offer(i.e.an offer on more favourable terms for the Company as currently provided under the Term Sheet)prior to First Tranche Completion(see above),the Company is able to term
21、inate the Term Sheet.Amani Gold Limited Review of Operations For the year ended 30 June 2023 Page 5 4.Following First Tranche completion,risk in the Sale Shares will pass to and vest in the Purchaser and the Purchaser will become the operator and manager of the Giro Gold Project,accepting all risk,l
22、iabilities and costs associated with operation of the Giro Gold Project.5.The Sale Shares will remain in escrow until the final Fourth Tranche payment has been made to the Company,at which point the Sale Shares will be transferred to the Purchaser.The rationale for keeping the Sale Shares in escrow
23、is such that if the Purchaser defaults on its obligations under the Term Sheet prior to completion of the final Fourth Tranche Payment,the Company is able to hold the Sale Shares in escrow as security and will maintain its ownership in the Sale Shares and the Giro Gold Project.6.The Term Sheet is ot
24、herwise on terms and conditions considered standard for agreements of this nature.On 28 March 2023 it was announced that the Company had received the initial USD$5,000,000 Tranche 1 payment(See ASX Announcement titled“Giro Project Transaction Update”dated 28 March 2023.Shareholder Approval Received
25、for Sale of Giro Gold Project At a general meeting of shareholders held on 17 August 2023,approval was received for the sale of Amanis interest in Amani Consulting SARL(Amani Consulting),being the partially owned subsidiary of the Company holding a 55.25%interest in the Giro Gold Project(see ASX Ann
26、ouncement titled“Results of Meeting”dated 17 August 2023 for further details).The Company will now proceed to First Stage Completion of the sale.The Company has already received the First Tranche payment of US$5M and will receive the second tranche payment of US$8M in Q1 2024.For further information
27、 please see ASX Announcement titled“Amani Signs Term Sheet for Sale of Giro Gold Project”dated 7 February 2023.About Giro Gold Project The Giro Gold Project comprises of two exploration permits covering a surface area of 497km and lies within the Kilo-Moto Belt of the DRC,a greenstone belt which hos
28、ts the Barrick Gold Kibali group of deposits located within 35km of Giro.The nearby Kibali Gold Project produces more than 600,000oz gold per annum.The Giro Gold Project area is underlain by highly prospective volcano-sedimentary lithologies in a similar structural and lithological setting as the Ki
29、bali gold deposits.Amani Gold undertook a 3,500m diamond drill campaign at the Kebigada deposit in 2022.The company completed diamond drilling at the deposit on 30 August 2022.Drilling was intended to target high grade gold mineralization within the existing resource area and depth extensions of the
30、 Kebigada central and eastern ore bodies.Figure 1 Figure 1-Map of Haute Uele Province of the Democratic Republic of Congo,showing the location of the Kebigada and Douze Match gold deposits and tenement,Giro Gold Project.Amani Gold Limited Review of Operations For the year ended 30 June 2023 Page 6 C
31、orporate Capital Raise In December 2023 the Company undertook a private placement to raise$1,000,000 before costs from sophisticated and professional investors through the issue of 1,000,000,000 shares at an issue price of$0.001 per share.Each participant in the Placement was offered a 2:1 free atta
32、ching listed option(ANLOA)(Option),each exercisable at$0.0015 and expiring on 15 January 2024.Funds were allocated to exploration drilling,completion of the Giro resource review at the Giro gold project in the DRC as well as to meet ongoing working capital requirements and to pay for the costs of th
33、e Placement.Board Changes During the reporting year the following changes were made to the Amani board:On 10 March 2023,Mr Klaus Eckhof resigned as Executive Chairman,Mr Conrad Karageorge was appointed Managing Director and Mr Peter Huljich was appointed Non-Executive Chairman.Subsequent to the Repo
34、rting Period:On 28 August 2023 Ms Anna Nahajski-Staples was appointed as Non-Executive Director.On 28 September 2023 Mr Burt Li resigned as Non-Executive Director.Review of Capital Structure As a result of the successful sale of Amani Consulting,Amani is undertaking a review of the future funding re
35、quirements of the Company.Based on Amanis current cash position and projected future cashflows to be received following the disposal of the Companys interest in the Giro Gold Project,a cash distribution to shareholders via capital return is currently being considered by the Company and will provide
36、further details to shareholders if and when the terms of any return to shareholders is finalised.The Company notes that,whilst the Board is currently considering a cash distribution to shareholders,there is no guarantee that the Company will proceed with the distribution to shareholders as currently
37、 contemplated and will be subject to,among other matters,the quantum of cash consideration required to be paid by the Company with respect to any new project acquisitions,and the general working capital requirements of the Company.The Company will update the market in due course.Acquisition of New P
38、rojects The securities of the Company have been placed into suspension pending the announcement of a proposed acquisition of a new project and a likely required re-compliance with Chapters 1 and 2 of the ASX Listing Rules.Please refer to ASX Guidance Note 12:Significant Change to Activities which pr
39、ovides further information on significant changes to activities and how the Listing Rules apply to those changes.The Company has engaged with advisors to introduce new project proposals,the Company is currently in the process of assessing and undertaking due diligence investigations.Such engagements
40、 have(or will be)negotiated on success fee basis only with a facilitation fee payable upon the successful completion of a transaction involving the project introduced by the corporate advisor.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 7 Your Directors present their repo
41、rt together with the financial statements of Amani Gold Limited and the entities it controlled at the end of,or during,the year ended 30 June 2023(“the consolidated entity”or“Group”)and the auditors report thereon.DIRECTORS The names and details of the Directors in office during or since the end of
42、the financial year are as follows.Directors were in office for the entire year unless otherwise stated.Peter Huljich Non-Executive Chairman(appointed Director on 27 May 2021)Mr Huljich has over 25 years experience in the legal,natural resources and banking sectors with a particular expertise in capi
43、tal markets,mining,commodities and African related matters.He has worked in London for several prestigious investment banks,including Goldman Sachs,Barclays Capital,Lehman Brothers and Macquarie Bank,with a focus on Commodities and Equity and Debt Capital markets.He has extensive on-the-ground Afric
44、an mining,oil&gas and infrastructure experience as the Senior Negotiator and Advisor for Power,Mining and Infrastructure at Industrial Promotion Services,the global infrastructure development arm of the Aga Khan Fund for Economic Development(AKFED)whilst resident in Nairobi,Kenya.Peter holds a Bache
45、lor of Commerce and a Bachelor of Laws from the University of Western Australia and is a Graduate of the Securities Institute of Australia,with national prizes in Applied Valuation and Financial Analysis.He is also a graduate of the Australian Institute of Company Directors course.Mr Huljich is also
46、 an independent Non-Executive Director of ASX-listed,and,Marco Metals Limited(ASX:M4M)and Zinc Of Ireland NL(ASX:ZMI).Formerly a director of AVZ Minerals Limited(ASX:AVZ)(Resigned:3 August 2022).Klaus Eckhof 1 Companys Chairman and Acting Managing Director Dip.Geol.TU,AusIMM(appointed Director on 30
47、 January 2019 and resigned on 10 March 2023)1 With effect from 9 April 2019,Mr Eckhof was appointed as the Companys Chairman.2 With effect from 28 August 2020,Mr Eckhof was appointed as Executive Chairman.3With effect from 25 February 2021,Mr Eckhof was appointed as Acting Managing Director Mr Eckho
48、f is a geologist with more than 25 years experience identifying,exploring and developing mineral deposits around the world.Mr Eckhof worked for Mount Edon Gold Mines Ltd as Business Development Manager before it was acquired by Canadian mining company,Teck.In 1994,he founded Spinifex Gold Ltd and La
49、fayette Mining Ltd,both of which successfully delineated gold and base metal deposits.Mr.Eckhof has spent numerous years developing contacts within the DRC with several mining deals being very successfully executed.In late 2003,Mr Eckhof founded Moto Goldmines,which acquired the Moto Gold Project in
50、 the DRC.There Mr Eckhof and his team raised over$100 million and delineated more than 12Moz of gold and delivered a feasibility study within four years from the commencement of exploration.Moto Goldmines was subsequently acquired by Randgold Resources for$488 million,who poured first gold in Septem
51、ber 2013.The resource now stands at some 22Moz of gold.Mr Eckhof previously served as Amanis Managing Director and Chief Executive Officer up to 12 August 2014,and as part-time Executive Chairman up to 27 March 2018.In the last three years,Mr Eckhof has been a director of Okapi Resources Limited(ret
52、ired 29 November 2019)and of and Lachlan Star Limited(resigned 27 January 2021)and is current a director of Kairos Minerals Limited.Xiangfeng(Burt)Li Non-Executive Director(appointed Director on 5 April 2022 and resigned 28 September 2023)Mr Li is a senior partner at Dentons and head of the Mining a
53、nd Resources practice.He advises nearly 100 PRC and foreign mining and resources enterprises on a wide variety of transaction and PRC-Related legal issues including exploration and exploitation of the mineral resources,cross-border investments,merger and acquisition,and onshore or offshore listing.A
54、mani Gold Limited Directors Report For the year ended 30 June 2023 Page 8 In the last three years Burt Li has not been,and is currently not,a director of any other ASX listed companies.John Campbell Smyth Non-Executive Director(appointed Director on 27 May 2021)Mr Smyth has extensive experience in t
55、he investment banking industry in both fund management and capital raising.Former fund manager with Lion Resource Management where he co-managed mining funds both mutual and specialist portfolios focused on TSX Venture and ASX listed junior resource companies that grew to be among the top performing
56、 sector funds at the time and also with Phoenix Gold Fund,a specialty precious metals fund and key investor in many growth companies in the precious metals sector including,most notably Bolnisi Gold,Avoca Resources and Wesdome Gold Mines.He also established Cornerstone Advisors,a corporate finance,m
57、arket development and asset acquisition consultancy with clients including TNG Ltd.,Aquiline Resources,Exeter Resources and Paramount Gold.Mr.Smyth currently manages personal assets,investing in the resources,energy,technology and medical sectors and assists management in asset acquisition and corpo
58、rate development.Mr.Smyth holds a Finance Degree from the University of Western Australia.Mr Smyth is also an independent Non-Executive Director of GoldOz Limited(ASX:G79),Marco Metals Limited(ASX:M4M)and Non-Executive Chairman of Orange Minerals NL(ASX:OMX).Conrad Karageorge Managing Director and C
59、EO(appointed Director on 10 March 2023)Mr Karageorge is a corporate adviser and resources executive with experience in precious and base metals in Australia and Africa.He has degrees in law and commerce and is admitted to practice law in Western Australia.He has undertaken management and strategy co
60、nsulting roles with Amani Gold Limited(ASX:ANL),Argent Minerals Limited(ASX:ARD),Minrex Resources Limited(ASX:MRR).Mr Karageorge is a currently a Non-Exectutive Director of Argent Minerals Limited(ASX:ARD)and Oranage Minerals NL(ASX:OMX)and previously held another position as Non-Executive Director
61、for Bassari Resources Limited(ASX:BSR).Anna Nahajski-Staples Non-Executive Director(appointed Director on 28 August 2023)Ms Nahajski-Staples is an investment banker with 30 years experience in international capital markets.Ms Nahajski-Staples has acted as corporate advisor to publicly listed compani
62、es,advising on strategy,assets,M&A and funding initiatives and has held CEO,Managing Director,Non-Executive and Chair board roles over the past ten years.Anna is a Fellow of FINSIA,a graduate of the Governance Institute of Australia and the Australian Institute of Company Directors and studied accou
63、nting at Harvard University before receiving a Bachelor of Business Administration from the University of Washington with a focus on corporate finance Ms Nahajski-Staples is a currently Managing Director of Moneghetti Minerals Limited and a Non-Executive Director of Larvotto Resources(ASX:LRV).COMPA
64、NY SECRETARY James Bahen(appointed 27 May 2021)Mr Bahen was appointed as Company Secretary of Amani Gold Limited on 27 May 2021.Mr Bahen is a member of the Governance Institute of Australia and holds a Graduate Diploma of Applied Finance and a Bachelor of Commerce degree majoring in accounting and f
65、inance.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 9 CORPORATE STRUCTURE Amani Gold Limited is a limited liability company that is incorporated and domiciled in Australia.During the financial year,it had the following subsidiaries:Amani Consulting sarl Giro Goldfields sa
66、rl Amani Minerals(HK)Limited Congold sasu Amago Trading Tanzania Limited Burey Resources Pty Limited PRINCIPAL ACTIVITIES The principal activity of the consolidated entity during the course of the year was acquiring and exploring mineral interests,prospective for precious metals and energy in DRC.RE
67、SULTS AND DIVIDENDS The consolidated loss after tax for the year ended 30 June 2023 was$3,415,471(30 June 2022:$4,746,157).No dividends were paid during the year and the Directors do not recommend payment of a dividend.EARNINGS PER SHARE Basic loss per share for the year was 0.014 cents(30 June 2022
68、:0.024 cents)REVIEW OF OPERATIONS/OPERATING AND FINANCIAL REVIEW The Group is engaged in mineral exploration in the Democratic Republic of Congo(“DRC”)and gold trading in Tanzania.A review of the Groups operations,including information on exploration activity and gold trading and results thereof,fin
69、ancial position,strategies and projects of the consolidated entity during the year ended 30 June 2022 is provided in this Financial Report and,in particular,in the Review of Operations section immediately preceding this Directors Report.The Groups financial position,financial performance and use of
70、funds information for the financial year is provided in the financial statements that follow this Directors Report.The Group is primarily an exploration entity,although gold trading in Tanzania contributed in a minor way to operating revenue during the year.Gold trading was curtailed in early 2020 d
71、ue travel restrictions caused by Covid-19.The Directors consider the Groups performance to be primarily based on the success of exploration activity,acquisition of additional prospective mineral interests and,in general,the value added to the Groups mineral portfolio during the course of the financi
72、al year.The gold trading business ceased operations and is currently in the process of being disposed.Whilst performance can be gauged by reference to market capitalisation,that measure is also subject to numerous external factors.These external factors can be specific to the Group,generic to the mi
73、ning industry and generic to the stock market as a whole and the Board and management would only be able to control a small number of these factors.The Groups business strategy for the financial year ahead and,in the foreseeable future,is to continue exploration activity on the Groups existing miner
74、al project,identify and assess new mineral project opportunities in the DRC and review development strategies where individual projects have reached a stage that allows for such an assessment.Due to the inherent risky nature of the Groups activities,the Directors are unable to comment on the likely
75、results or success of these strategies.The Groups activities are also subject to numerous risks,mostly outside the Boards and managements control.These risks can be specific to the Group,generic to the mining industry and generic to the stock market as a whole.The key risks,expressed in summary form
76、,affecting the Group and its future performance include but are not limited to:Geological and technical risk posed to exploration and commercial exploitation success;Sovereign risk,change in government policy,change in mining and fiscal legislation;Prevention of access by reason of political or civi
77、l unrest,disease,outbreak of hostilities,inability to obtain regulatory or landowner consents or approvals,or native title issues;Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 10 force majeure events;change in metal market conditions;mineral title tenure and renewal risks;
78、and capital requirement and lack of future funding.Amago Trading Limited sources gold from local artisanal miners from the Geita region of Tanzania.The gold trading activities were ceased in March 2020 when Covid-19 made it difficult for staff to travel and source gold in the Geita region.The gold t
79、rading business ceased operations and is currently in the process of being disposed.This is not an exhaustive list of risks faced by the Group or an investment in it.There are other risks generic to the stock market and the world economy as a whole and other risks generic to the mining industry,all
80、of which can impact on the Group.SIGNIFICANT CHANGES IN STATE OF AFFAIRS In the opinion of the Directors,significant changes in the state of affairs of the Group that occurred during the year ended 30 June 2023 were as follows:On 10 March 2023,Mr Klaus Eckhof resigned as executive chairman,Mr Conrad
81、 Karageorge was appointed Managing Director and Mr Peter Huljich was appointed non-executive chairman.On 20 December 2022 the Company undertook a private placement to raise$1,000,000 before costs from sophisticated and professional investors through the issue of 1,000,000,000 shares at an issue pric
82、e of$0.001 per share.Each participant in the Placement was offered a 2:1 free attaching listed option(ANLOA)(Option),each exercisable at$0.0015 and expiring on 15 January 2024.On 8 August 2022 the Company completed a 3,500m diamond drill program at the 4.1Moz Kebigada deposit.On 7 February 2023 the
83、Company signed a biding term sheet for sale of its interest in Amani Consulting,the DRC subsidiary holding the Companys interest in the Giro Gold Project.Total consideration for the project is total cash consideration is USD$30M.EVENTS SUBSEQUENT TO REPORTING DATE Subsequent to year end,the Company
84、held it general meeting on 17 August 2023 to approve the following resolutions:Diposal of Main Undertaking Disposal of substantial asset to Mabanga Shining SARL Ratification of prior issue placement shares and options Issue of 300M performance rights to the named participating Directors who areConra
85、d Karageorge,Peter Huljich and Campbell Smyth All resolutions above were approved.On 28 of August 2023 Ms Anna Nahajski-Staples was appointed as Non-Executive Director.On 28 September 2023 Mr Burt Li resigned as non-executive Director.Other than the above,since the end of the financial year and to t
86、he date of this report no matter or circumstance has arisen which has significantly affected,or may significantly affect,the operations of the consolidated entity,the results of those operations or the state of affairs of the consolidated entity in subsequent financial years other than the matters r
87、eferred to below.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 11 LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Companys objective is to maximise shareholder value through the discovery and delineation of significant mineral deposits.The Directors will also co
88、ntinue to assess additional opportunities within the mineral and energy sectors in Central Africa.The Directors are unable to comment on the likely results from the Companys planned exploration and pre-development activities due to the speculative nature of such activities.Material business risks Th
89、e proposed future activities of the Consolidated Entity are subject to a number of risks and other factors which may impact its future performance.Some of these risks can be mitigated by the use of safeguards and appropriate controls.However,many of the risks are outside the control of the directors
90、 and management of the Company and cannot be mitigated.An investment in the Company is not risk free and should be considered speculative.This section provides a non-exhaustive list of the risks faced by the Consolidated Entity or by investors in the Company.The risks should be considered in connect
91、ion with forward looking statements in this Annual Report.Actual events may be materially different to those described and may therefore affect the Consolidated Entity in a different way.Investors should be aware that the performance of the Consolidated Entity may be affected by these risk factors a
92、nd the value of its Shares may rise or fall over any given period.None of the directors or any person associated with the Consolidated Entity guarantee the Consolidated Entitys performance.Business risks Mitigating actions Exploration and evaluation -Geological,exploration and development:The explor
93、ation,development and mining of mineral resources is a high risk,high-cost exercise with no certainty of confirming economic viability of projects.-Mineral exploration and development is a speculative undertaking that may be impeded by circumstances and factors beyond the control of the Company.Succ
94、ess in this process involves,among other things;discovery and proving-up an economically recoverable resource or reserve,access to adequate capital throughout the project development phases,securing and maintaining title to mineral exploration projects,obtaining required development consents and app
95、rovals and accessing the necessary experienced operational staff,the financial management,skilled contractors,consultants and employees.-The Company is entirely dependent upon the Projects,which are the sole potential source of future revenue,and any adverse development affecting these projects woul
96、d have a material adverse effect on the Group,its business,prospects,results of operations and financial condition.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 12 Business risks Mitigating actions Human Resources and Occupational Health and Safety -New operational commodi
97、ty and lack of experience:The exploration and development of lithium minerals is an emerging industry in Australia and there may be a lack of suitably trained professionals to conduct such activities.-Hazardous activities:The Companys exploration and evaluation activities may be hazardous,with poten
98、tial to cause illness or injury.-Strong human resources and employee relations framework.-Competitive remuneration structure focused on attracting diverse,engaged and suitably qualified employees and consultants.-The nascent industry is advancing and progressively developing Australian-based knowled
99、ge and skills.-Industry standard safety management system.-Embedded safety culture.-Regular review safety management system.Finance -The need to fund exploration and evaluation activities.-Future funding risk:Continued exploration and evaluation is dependent on the Company being able to secure futur
100、e funding from equity markets.The successful development of a mining project will dependent on the capacity to raise funds from equity and debt markets.-The Company will need to engage in equity for continued exploration and evaluation and equity and debt markets to undertake development.Any additio
101、nal equity financing may be dilutive to Shareholders,as pricing of the Companys shares are dependent on endogenous and exogenous outcomes.-There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time.Any inability to obtain sufficient financing f
102、or the Companys activities and future projects may result in the delay or cancellation of certain activities or projects,which would likely adversely affect the potential growth of the Company.Regulatory Approvals and Social Licence to Operate-The Companys exploration activities and major projects d
103、epend on receipt of regulatory approvals(e.g.tenure,environmental licences and permits,heritage approvals,etc).There is a risk that required approvals may be delayed or declined.Maintenance of positive relationships with stakeholders and the community,particularly traditional owners,is important in
104、ensuring The Company retains its social licence to operate.-The Company has engaged expert consultants to undertake required baseline environmental assessments and to prepare major approval application documents to ensure it meets regulatory requirements.The Company considers pot12ntail environmenta
105、l impacts as a key factor in it project design and evaluation and will ensure impacts are reduced to as low as reasonably practicable.-The Company has engaged legal support for the negotiation and preparation of Land Access Agreements with Traditional Owners,to ensure we obtain free,prior and inform
106、ed consent for our activities.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 13 Business risks Mitigating actions -The Company has prepared and is implementing a Stakeholder Engagement Plan to enable planning and implementation of meaningful and positive engagement with our
107、 stakeholders to ensure we retain our social licence to operate.Changes in Federal and State Regulations -Changes in Federal or State Government policies or legislation may impact royalties,tenure,land access and labour relations.-The Board regularly assesses developments in State and Federal legisl
108、ation and policies and regularly engages with Government Departments.DIRECTORS MEETINGS The number of meetings of the Companys Directors and the number of meetings attended by each Director during the year ended 30 June 2023 are:Directors meetings held during period of office Directors meetings atte
109、nded Klaus Eckhof(Resigned 10 March 2023)3 3 Conrad Karageorge(Appointed 10 March 2023)3 3 Burt Li 1 1 John Smyth 3 3 Peter Huljich 3 3 There were 3 directors meetings held during the year.However,matters of Board business have also been resolved by circular resolutions of Directors,which are a reco
110、rd of decisions made at a number of informal meetings of the Directors held to control,implement and monitor the Groups activities throughout the period.At present,the Company does not have any formally constituted committees of the Board.The Directors consider that the Group is not of a size nor ar
111、e its affairs of such complexity as to justify the formation of special committees.DIRECTORS INTERESTS The interests of each Director in the securities of Amani Gold Limited at the date of this report are as follows:Fully Paid Ordinary Shares Listed Options Performance Rights John Smyth 351,847,737
112、142,500,000 650,000,000 Peter Huljich 260,800,000 35,000,000 650,000,000 Burt Li-Conrad Karageorge 250,000,0000-650,000,000 Anna Nahajski-Staples-Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 14 SHARE OPTIONS AND PERFORMANCE RIGHTS As at the date of this report,the followi
113、ng listed options were on issue.Number Exercise Price Expiry Date Listed Options 9,480,182,637$0.0015 15 Jan 2024 As at the date of this report,the following performance rights were on issue.Number Vesting Price Expiry Date Performance Rights 450,000,000 N/A 22 December 2027 400,000,000$0.002 15 Dec
114、ember 2026 400,000,000$0.003 15 December 2026 900,000,000 N/A 13 September 2027 This report outlays the remuneration arrangements in place for the Directors of Amani Gold Limited.The information provided in this remuneration report has been audited as required by section 308(3C)of the Corporations A
115、ct 2001.Remuneration Report Audited The Directors in office during the period are contained on Page 7 to 8 of this report.Other than the Directors the CEO of Amani Gold Limited was classified as a Key Management Personnel.Remuneration philosophy The Board reviews the remuneration packages applicable
116、 to the executive Directors,Managing Director and Chief Executive Officer,and non-executive Directors on an annual basis.The broad remuneration policy is to ensure the remuneration package properly reflects the persons duties and responsibilities and level of performance and that remuneration is com
117、petitive in attracting,retaining and motivating people of the highest quality.Independent advice on the appropriateness of remuneration packages is obtained,where necessary,although no such independent advice was sought during the financial year.Remuneration is not linked to past company performance
118、 but rather towards generating future shareholder wealth through share price performance.As a minerals explorer,the Company does not generate operating revenues or earnings and company performance,at this stage,can only be judged by exploration success and ultimately shareholder value.Market capital
119、isation is one measure of shareholder value but this is subject to many external factors over which the Company has no control.Consequently linking remuneration to past performance is difficult to implement and not in the best interests of the Company.Presently,total fixed remuneration for senior ex
120、ecutives is determined by reference to market conditions and incentives for our performance are provided by way of options or performance rights over unissued shares.The Directors believe that this best aligns the interests of the shareholders with those of the senior executives.Remuneration committ
121、ee The Company does not have a formally constituted remuneration committee of the Board.The Directors consider that the Group is not of a size nor are its affairs of such complexity as to justify the formation of a Remuneration committee.The Board assesses the appropriateness of the nature and amoun
122、t of remuneration of Directors and senior managers on a periodical basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and management team.Remuneration structure In accordance with b
123、est practice corporate governance,the structure of non-executive Directors and executive Director remuneration is separate and distinct.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 15 Non-executive Directors remuneration Objective The Board seeks to set aggregate remunera
124、tion at a level which provides the Company with the ability to attract and retain directors of the highest calibre,whilst incurring a cost which is acceptable to shareholders.Structure The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive Directors shall
125、 be determined from time to time by a general meeting.An amount not exceeding the amount determined is then divided between the directors as agreed.The present limit of approved aggregate remuneration is$200,000 per year.The Board aims to reviews the remuneration packages applicable to the non-execu
126、tive Directors on a regular basis.The Board considers fees paid to non-executive directors of comparable companies when undertaking its review process.The Board determines the level of remuneration to be paid to non-executive Directors as considered appropriate in the circumstances.Non-executive Dir
127、ectors fees are currently$60,000 per annum.Directors may be entitled to stipend allowance.The remuneration of the non-executive Directors for the year ending 30 June 2023 is detailed in Table 2 of this report.Executive Directors remuneration Objective The Company aims to reward Executive Directors w
128、ith a level of remuneration commensurate with their position and responsibilities within the Company and so as to:align the interests of the Executive Directors with those of shareholders;link reward with the strategic goals and performance of the Company;and ensure total remuneration is competitive
129、 by market standards.Structure Remuneration consists of the following key elements:Fixed remuneration Variable remuneration Fixed remuneration The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the mark
130、et.The Board aims to review fixed remuneration annually and the process consists of a review of companywide,business unit and individual performance,relevant comparative remuneration in the market and internal and,where appropriate,external advice on policies and practice.The fixed component of the
131、Executive Director remuneration for the year ending 30 June 2023 is detailed in Table 2 of this report.Variable remuneration Long Term Incentive(LTI)Objective The objective of the LTI plan is to reward executives and senior managers in a manner which aligns this element of remuneration with the crea
132、tion of shareholder wealth.As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the Groups performance.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 16 The Board is responsible for de
133、termining and reviewing compensation arrangements for the Directors and Executive Officers.The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a frequent basis.The Board will engage an independent party to assess whether the performance condition has bee
134、n met.The outcome will be assessed by the board and approved.Details of the performance rights issued and vested during the year can be located at Performance Rights Granted as Compensation.Structure LTI grants to executives are delivered in the form of options and performance rights.The issue of op
135、tions/performance rights as part of the remuneration packages of executive and non-executive directors is an established practice of junior public listed companies and,in the case of the Company,has the benefit of conserving cash whilst properly rewarding each of the directors.Refer to table 2 Remun
136、eration is not linked to past group performance but rather towards generating future shareholder wealth through share price performance.Amani Gold Ltd listed on 14 December 2006 at 20c per share and the share price at 30 June 2023 was 0.1 cents(2022:0.1 cents).No dividends have been paid.2023 2022 2
137、021 2020 2019 Net Profit/(loss)attributable to equity holders of the Company ($3,415,471)($4,746,154)($4,188,210)($3,983,939)($32,856,510)Dividends paid-Change in share price Nil cents Nil cents Nil cents (0.001)cents (0.005)cents Service agreements Mr Karageorge is employed under a formal services
138、agreement to act as Managing Director and CEO for Amani Gold Limited.The arrangement with Mr Kargeorge provides for a base payment of$180,000 per annum.Both parties may terminate the arrangement at any time by giving 3 months notice.Table 2:Director and other Executives Remuneration for the year end
139、ed 30 June 2023 Director Cash Salary/Fees$Non-Cash Benefits$Termination Benefits$Post Employment Superannuation$EquityValue of Incentive securities$Total$Incentive securities as a Percentage of Remuneration%K P Eckhof(i)2023 240,000-240,000-Chairman 2022 240,000-875,481 1,115,481 78%C Karageorge(ii)
140、2023 188,000-295,900 483,900 61%Managing Director 2022 155,000-264,250 422,250 63%Maohuai Cong(iii)2023-Non-executive 2022-John Smyth(iv)2023 75,000-295,900 370,900 80%Non-executive 2022 59,500-264,250 323,750 82%Peter Huljich(v)2023 79,354-295,900 375,254 79%Non-executive 2022 59,500-264,250 323,75
141、0 82%Burt Li(vi)2023-Non-executive 2022-Total 2023 582,354-887,700 1,470,054 2022 514,000-1,668,231 2,182,231 (i)Mr Eckhof was appointed as a director on 30 January 2019 and resigned on 10 March 2023.(ii)Mr Karageorge was appointed as CEO on the 7 December 2021 and then Managing Director on 10 March
142、 2023.(iii)Mr Cong was appointed as a non-executive director on the 27 August 2020.Mr Cong resigned on 11 March 2022.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 17(iv)Mr Smyth was appointed as a non-executive director on the 27 May 2021.(v)Mr Huljich was appointed as a n
143、on-executive director on the 27 May 2021.(vi)Burt Li was appointed as non-executive Director on 11 March 2022 and resigned on 28 September 2023.Burt Agreed not to be paid during the FY22 and FY23 year.Performance Rights Granted as Compensation Details on performance rights that were granted as compe
144、nsation to each key management person during the year ended 30 June 2023 and details on performance rights that vested during the year ended 30 June 2023 are as follows:Performance Rights Number granted Grant Date Fair value per right at grant date Exercise price per right Vesting price Expiry date
145、Maximum total value of grant yet to vest Vested During the year:John Smyth:15/12/2026 Rights -tranche 1 100,000,000 16/11/2021$0.00184 -$0.0015 15/12/26$184,000 Peter Huljich:15/12/2026 Rights -tranche 1 100,000,000 16/11/2021$0.00184 -$0.0015 15/12/26$184,000 Conrad Karageorge:15/12/2026 Rights -tr
146、anche 1 100,000,000 16/11/2021$0.00184 -$0.0015 15/12/26$184,000 Issued during the year:John Smyth:29/11/2022 Rights-tranche 1 150,000,000 29/11/2022$0.00100 -N/A 22/12/27$150,000-tranche 2 150,000,000 29/11/2022$0.00100-N/A 22/12/27$150,000 Peter Huljich:29/11/2022 Rights-tranche 1 150,000,000 29/1
147、1/2022$0.00100 -N/A 22/12/27$150,000-tranche 2 150,000,000 29/11/20221$0.00100-N/A 22/12/27$150,000 Conrad Karageorge 29/11/2022 Rights-tranche 1 150,000,000 29/11/2022$0.00100 -N/A 22/12/27$150,000-tranche 2 150,000,000 29/11/2022$0.00100-N/A 22/12/27$150,000 Performance rights vest subject to meet
148、ing specific performance conditions.900 million performance rights were issued comprising of two tranches of 450 million each.All tranches of performance rights have non-market vesting condition being:The Company receiving a defined JORC 2012 compliant Resource in the measured category of not less t
149、han 1,000,000 ounces of gold with a minimum cut off grade of 1g/t at any of the Companys projects,as verified by an independent competent person.The Company completing and releasing a JORC 2012 compliant prefeasibility study for the Companys Giro Project to the market.A balance of$502,500 was recogn
150、ised as a share-based payment expense during the period.Each right is converted to one ordinary share upon vesting.450 millions performances rights vested during the year.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 18 Shareholdings of Key Management Personnel The numbers
151、 of shares in the Company held during the financial period by Directors and other Key Management Personnel,including shares held by entities they control,are set out below:Balance at 1 July 2022 Acquired Other Movements Balance at 30 June 2023 Directors Klaus Eckhof2 1,000,000,000-1,000,000,000 John
152、 Smyth 91,847,797-250,000,000 341,847,797 Peter Huljich 10,800,000-250,000,000 260,800,000 Burt Li-Conrad Karageorge1-250,000,000 250,000,000 1Balance represents the shares held at the date of appointment as a director or management.2Balance represents the shares held at the date of resignation as a
153、 director or management.During the year the Company issued John Smyth,Peter Huljich and Conrad Karageorge 250,000,000 shares from the conversion of the performance rights.Options of Key Management Personnel The numbers of Unlisted and Listed options in the Company held during the financial period by
154、 Directors and other Key Management Personnel,including shares held by entities they control,are set out below:Balance at 1 July 2022 Acquired Other Movements Balance at 30 June 2023 Directors Klaus Eckhof2-John Smyth 142,500,000-142,500,000 Peter Huljich 35,000,000-35,000,000 Burt Li-Conrad Karageo
155、rge1-1Balance represents the options held at the date of appointment as a director or management.2Balance represents the options held at the date of resignation as a director or management.Performance Rights of Key Management Personnel The numbers of performance rights in the Company held during the
156、 financial period by Directors and other Key Management Personnel,including those held by entities they control,are set out below:Balance at 1 July 2022 Received as Remuneration Exercised/Vested Expired Balance at 30 June 2023 Directors Klaus Eckhof2 377,499,999-377,499,999 John Smyth 300,000,000 30
157、0,000,000(250,000,000)-350,000,000 Peter Huljich 300,000,000 300,000,000(250,000,000)-350,000,000 Burt Li-Conrad Karageorge1 300,000,000 300,000,000(250,000,000)-350,000,000 1Balance represents the performance rights held at the date of appointment as a director or key management personnel.2Balance
158、represents the performance rights held at the date of resignation as a director or key management personnel.During the year the performance rights had been converted to ordinary shares as part of the performance condition being met.Loans to key management personnel and their related parties There we
159、re no loans outstanding at the reporting date to key management personnel and their related parties.Amani Gold Limited Directors Report For the year ended 30 June 2023 Page 19 Use of Remuneration Consultants The Company did not use any remuneration consultants during the period.Voting at the groups
160、2022 Annual General Meeting The 2022 Remuneration Report tabled at the 2022 Annual General Meeting received a“yes”vote of 99.84%.End of Audited Remuneration Report INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS The Companys Constitution requires it to indemnify directors and officers of any
161、entity within the consolidated entity against liabilities incurred to third parties and against costs and expenses incurred in defending civil or criminal proceedings,except in certain circumstances.An indemnity is also provided to the Companys auditors under the terms of their engagement.Directors
162、and officers of the consolidated entity have been insured against all liabilities and expenses arising as a result of work performed in their respective capacities,to the extent permitted by law.The insurance premium,amounting to$23,500(2022-$22,850)relates to:costs and expenses incurred by the rele
163、vant officers in defending proceedings,whether civil or criminal and whatever the outcome;other liabilities that may arise from their position,with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.ENVIRONMENTAL REGULAT
164、IONS The consolidated entitys exploration activities in the Democratic Republic of Congo during the year were subject to environmental laws,regulations and permit conditions in that jurisdiction.There have been no known breaches of environmental laws or permit conditions while conducting operations
165、in the Democratic Republic of Congo during the year.The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use.For the measurement period 1 July 2022 to 30 June 2023 the Director
166、s have assessed that there are no current reporting requirements,but may be required to do so in the future.NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditors expertise and experience with the Company and/or co
167、nsolidated entity is important.During the year ended 30 June 2023 Hall Chadwick WA Audit Pty Ltd$Nil(2022:2,200)in non-audit related services.Refer to Note 4 in the financial statements for further details.The directors are satisfied that the provision of non-audit services by the auditor did not co
168、mpromise the auditor independence requirements of the Corporations Act.AUDITORS INDEPENDENCE DECLARATION The auditor,Hall Chadwick WA Audit Pty Ltd,has provided the Board of Directors with an independence declaration in accordance with section 307C of the Corporations Act 2001.The independence decla
169、ration is located on the next page.Signed in accordance with a resolution of Directors.Peter Huljich Non-Executive Chairman 29th September 2023 Page 20 HC INDEPENDENCE DECLARATION Amani Gold Limited Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 20
170、23 Page 21 Notes 2023 2022$Revenue from continuing operations 2 34,108 901 Cost of sales -Gross profit 34,108 901 Consultants and corporate costs (798,310)(580,126)Employee benefits expense (322,000)(382,746)Share based payments expense 3,15(1,093,878)(2,323,666)Depreciation expense (27,676)(2,875)O
171、ccupancy expenses (47,675)(129,372)Travel expenses (54,643)(27,405)Foreign exchange gain/(loss)84,678(80,396)Impairment of exploration and evaluation assets 11-(3,655)Other (4,819)-Loss before related income tax (2,230,215)(3,529,340)Income tax(expense)/benefit 5-Loss for the year from continuing op
172、erations (2,230,215)(3,529,340)Loss for the year from discontinued operations 9(a)(1,185,256)(1,216,817)Loss for the year (3,415,471)(4,746,157)Net Loss attributable to:Owners of Amani Gold Limited (2,885,573)(4,383,167)Non-controlling interest (529,898)(362,990)(3,415,471)(4,746,157)Other comprehen
173、sive income Exchange differences on translation of foreign operations 869,236 1,722,536 Total comprehensive income for the year (2,546,235)(3,023,621)Total comprehensive income attributable to:Owners of Amani Gold Limited (1,908,709)(3,376,763)Non-controlling interest (637,526)353,143 (2,546,235)(3,
174、023,621)Earnings/(Loss)per share from continuing operations attributable to the members of Amani Gold Limited Basic and diluted loss per share 6(0.009)cents(0.022)cents Earnings/(Loss)per share from discontinued operations attributable to the members of Amani Gold Limited Basic and diluted loss per
175、share 6(0.005)cents(0.002)cents Earnings/(Loss)per share from discontinued operations attributable to the members of Amani Gold Limited Basic and diluted loss per share 6(0.014)cents(0.024)cents The above consolidated statement of profit or loss and other comprehensive income should be read in conju
176、nction with the accompanying notes.Amani Gold Limited Consolidated Statement of Financial Position As at 30 June 2023 Page 22 Notes 2023 2022$Current Assets Cash and cash equivalents 8 6,945,529 3,804,534 Other receivables 9 71,795 157,353 Asset Held for Sale 9a 32,282,704-Total Current Assets 39,30
177、0,028 3,961,887 Non-Current Assets Property,plant&equipment 10 2,454 22,674 Exploration and evaluation expenditure 11-28,785,048 Right of Use Asset 12 40,185 100,638 Total Non-Current Assets 42,639 28,908,360 Total Assets 39,342,667 32,870,247 Current Liabilities Trade and other payables 13 463,545
178、943,566 Right of Use Liability 12 27,702 27,702 Funds received in advanced of sale 9a 7,541,478-Total Current Liabilities 8,032,725 971,268 Non-Current Liabilities Right of Use Liability 12 22,997 76,330 Total Non-Current Liabilities 22,997 76,330 Total Liabilities 8,055,722 1,047,598 Net Assets 31,
179、286,945 31,822,649 Equity Contributed equity 14 95,096,996 92,994,343 Reserves 16 13,779,411 13,582,891 Accumulated losses (64,039,724)(61,842,373)Capital and reserves attributed to the owners of Amani Gold Limited 44,836,683 44,734,861 Non-controlling interest (13,549,738)(12,912,212)Total Equity 3
180、1,286,945 31,822,649 The above consolidated statement of financial position should be read in conjunction with the accompanying notes.Amani Gold Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2023 Page 23 Foreign Currency Translation Reserve Contributed Equity Accumul
181、ated Losses Option Premium Reserve Share based Reserves Non-controlling interest Total Equity$Balance at 1 July 2021 80,352,042(58,770,006)3,084,128 7,289,417 1,885,409(13,265,354)20,575,636 Loss for the year-(4,383,167)-(362,990)(4,746,157)Exchange differences on translation of foreign operations-1
182、,006,404 716,132 1,722,536 Total comprehensive income for the year-(4,383,167)-1,006,404 353,142(3,023,621)Share issue 12,958,938 -(695,333)-12,263,605 Share issue costs (316,637)-(316,637)Convertible note issues(net of costs)-Share based payments expense options issue -Share based payments expense
183、rights -2,323,666-2,323,666 Expiry of Share based payment -1,310,800-(1,310,800)-Transactions with non-controlling interests -Balance at 30 June 2022 92,994,343(61,842,373)3,084,128 7,606,950 2,891,813(12,912,212)31,822,649 Amani Gold Limited Consolidated Statement of Changes in Equity For the year
184、ended 30 June 2023 Page 24 Contributed Equity Accumulated Losses Option Premium Reserve Share based Reserves Foreign Currency Translation Reserve Non-controlling interest Total Equity$Balance at 1 July 2022 92,994,343(61,842,373)3,084,128 7,606,950 2,891,813(12,912,212)31,822,649 Loss for the year -
185、(2,885,573)-(529,898)(3,415,471)Exchange differences on translation of foreign operations -976,864(107,628)869,236 Total comprehensive income for the -(2,885,573)-976,864(637,526)(2,546,235)Transactions with equity holders in their capacity as equity holders Share issue 1,000,000 -1,000,000 Share is
186、sue costs (83,347)-(83,347)Share based payments expense Conversion 1,186,000-(1,186,000)-Share based payments expense rights-1,093,878-1,093,878 Expiry of Share based payment -688,222-(688,222)-Transactions with non-controlling interests-Balance at 30 June 2023 95,096,996(64,039,724)3,084,128 6,826,
187、606 3,868,677(13,549,738)31,286,945 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.Amani Gold Limited Consolidated Statement of Cash Flows for the year ended 30 June 2023 Page 25 Notes 2023 2022$Cash Flows from Operating Activities Rec
188、eipts from customers -Payments to suppliers and employees (1,655,522)(2,426,570)Interest received 13,410 901 Net Cash outflows from Operating Activities 20(1,642,112)(2,425,669)Cash Flows from Investing Activities Funds Received in advance for sale 7,541,478-Payments for exploration and development
189、expenditure (3,667,365)(4,213,056)Net Cash outflows from Investing Activities 3,874,113(4,213,056)Cash Flows from Financing Activities Proceeds from securities issues 1,000,000 12,147,851 Securities issue expenses (31,089)(402,636)(Payments)of convertible notes -(2,192,000)Lease Payment (43,333)-Net
190、 Cash inflows from Financing Activities 925,578 9,553,215 Net increase/(decrease)in Cash and Cash Equivalents 3,157,579 2,914,490 Cash and cash equivalents at the beginning of the year 3,804,534 874,608 Effects of exchange rate fluctuations on the balances of cash held in foreign currencies (16,584)
191、15,436 Cash and Cash Equivalents at End of Year 8 6,945,529 3,804,534 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 26 1.SUMMARY OF SIGNIF
192、ICANT ACCOUNTING POLICIES These general purpose financial statements have been prepared in accordance with Australian Accounting Standards,other authoritative pronouncements of the Australian Accounting Standards Board,and the Corporations Act 2001.The financial statements are for the consolidated e
193、ntity consisting of Amani Gold Limited and its subsidiaries(the“group”or the“consolidated entity”).Amani Gold Limited is a listed for-profit public company,incorporated and domiciled in Australia.During the year ended 30 June 2023,the consolidated entity conducted operations in Australia,and the Dem
194、ocratic Republic of Congo.The financial statements have also been prepared on a historical cost basis.Cost is based on the fair values of the consideration given in exchange for assets.The financial report is presented in Australian dollars.Going Concern Basis The financial report has been prepared
195、on the basis of accounting principles applicable to a“going concern”which assumes the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations.The Group has incurred net cash oinflows from oper
196、ating and investing activities for the year ended 30 June 2023 of$2,232,001(2022:Outflows of$6,638,725).At 30 June 2023,the Group had cash balances of$6,945,529(2022$3,804,534).The directors have prepared cash flow projections that support the ability of the Group to continue as a going concern.They
197、 are satisfied that the initial instalment requirements,such as securing shareholder consent and fulfilling Democratic Republic of Congo Regulatory(DRC)mandates after June 30,2023,have been fulfilled.They are confident that Giro Project sale has been completed.The ongoing operation of the Group is d
198、ependent upon:The Group raising additional funding from shareholders or other parties;and/or The Group reducing expenditure in line with available funding.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 27 1.SUMMARY OF SIGNIFICANT ACCOUNTING POL
199、ICIES Adoption of New and Revised Standards and change in Accounting Standards Early adoption of accounting standards The Group has not elected to apply any pronouncements before their operative date in the annual reporting year beginning 1 July 2022.New and amended standards adopted by the Group A
200、number of new or amended standards became applicable for the current reporting period and the consolidated entity has changed its accounting policies as a result of the adoption of the following standards.All new standards were adopted and did not have any significant impact to the financial perform
201、ance or position of the consolidated entity.New and amended standards not yet adopted by the Group At the date of authorisation of the financial report,a number of Standards and Interpretations including those Standards and Interpretations issued by the IASB/IFRIC,where an Australian equivalent has
202、not been made by the AASB,were in issue but not yet effective for which the Entity has considered it unlikely for there to be a material impact on the financial statements.Statement of Compliance These financial statements were authorised for issue on 29 September 2023.The directors have the power t
203、o amend and reissue the financial statements.The consolidated financial statements comprising the financial statements and notes thereto,comply with International Financial Reporting Standards(IFRS)as issued by the International Accounting Standards Board(IASB).Basis of Consolidation The consolidate
204、d financial statements comprise the financial statements of Amani Gold Limited(the“Company”)and subsidiaries.Subsidiaries are all entities over which the group has control.The group controls an entity when the group is exposed to,or has rights to variable returns from its involvement with the entity
205、 and has the ability to affect those returns through its power to direct the activities of the entity.The financial statements of the subsidiaries are prepared for the same reporting period as the parent company,using consistent accounting policies.In preparing the consolidated financial statements,
206、all intercompany balances and transactions,income and expenses and profit or losses resulting from intra-group transactions have been eliminated in full.Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity and cease to be consolidated from the
207、date on which control is transferred out of the consolidated entity.Parent Entity Financial Information The financial information for the parent entity,Amani Gold Limited,disclosed in Note 22 has been prepared on the same basis as the consolidated financial statements.Cash and cash equivalents Cash
208、and cash equivalents include cash on hand,deposits held at call with banks and other short-term highly liquid investments readily convertible to cash.Foreign currency transactions and balances The functional and presentation currency of Amani Gold Limited is Australian dollars.Transactions in foreig
209、n currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction.Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the end of the reporting period.Amani Gold Limited Notes to
210、the Consolidated Financial Statements for the year ended 30 June 2023 Page 28 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date of the transaction.Monetary assets and liabilitie
211、s denominated in foreign currencies are retranslated at the rate of exchange ruling at the end of the reporting period.Foreign exchange gains and losses resulting from settling foreign currency transactions,as well as from restating foreign currency denominated monetary assets and liabilities,are re
212、cognised in profit or loss,except when they are deferred in other comprehensive income as qualifying cash flow hedges or where they relate to differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity.Non-monetary items that are measured in terms of
213、historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined.The functional currencies of the ove
214、rseas subsidiaries are as follows:Democratic Republic of Congo,Hong Kong,Tanzania and Kenya subsidiaries United States Dollars(USD).At the end of the reporting period,the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of Amani Gold Limited at the
215、closing rate at the end of the reporting period and income and expenses are translated at the weighted average exchange rates for the year.All resulting exchange differences are recognised in other comprehensive income as a separate component of equity(foreign currency translation reserve).On dispos
216、al of a foreign entity,the cumulative exchange differences recognised in foreign currency translation reserves relating to that particular foreign operation is recognised in profit or loss.Taxes Income tax Deferred income tax is provided for on all temporary differences at reporting date between the
217、 tax base of assets and liabilities and their carrying amounts for financial reporting purposes.No deferred income tax will be recognised from the initial recognition of an asset or liability,excluding a business combination,where there is no effect on accounting or taxable profit or loss.Deferred t
218、ax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled.Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity,in which c
219、ase the deferred tax is adjusted directly against equity.Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.The amount of benefits brought to account or which may be real
220、ised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.T
221、he carrying amount of deferred tax assets is reviewed at each reporting date and only recognised to the extent that sufficient future assessable income is expected to be obtained.At the reporting date,the Directors have not made a decision to elect to be taxed as a single entity.In accordance with A
222、ustralian Accounting Interpretations,“Substantive Enactment of Major Tax Bills in Australia”,the financial effect of the legislation has therefore not been brought to account in the financial statements for the year ended 30 June 2023,except to the extent that the adoption of the tax consolidation w
223、ould impair the carrying value of any deferred tax assets.Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity
224、 and the same taxation authority.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 29 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Goods and Services Tax(GST)Revenues,expenses and assets are recognised net of the amount of GST,except whe
225、re the amount of GST incurred is not recoverable from the Australian Tax Office.In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.Receivables and payables on the statement of financial position are shown inclusive of GST
226、.Cash flows are presented in the statement of cash flows on a gross basis,except for the GST component of investing and financing activities,which are disclosed as operating cash flows.Commitments and contingencies are disclosed net of the amount of GST recoverable from,or payable to,the taxation au
227、thority.Property,plant and equipment Items of plant and equipment are carried at cost less accumulated depreciation and impairment losses(see accounting policy“impairment testing”).Plant and equipment Plant and equipment acquired is initially recorded at their cost of acquisition at the date of acqu
228、isition,being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.Subsequent costs are included in the assets carrying amount or recognised as a separate asset,as appropriate,only when it is probable that future economic benefits associated wit
229、h the item will flow to the consolidated entity and the cost of the item can be measured reliably.All other repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the financial period in which they are incurred.Depreciation All assets have limite
230、d useful lives and are depreciated using the straight line method over their estimated useful lives commencing from the time the asset is held ready for use.Depreciation and amortisation rates and methods are reviewed annually for appropriateness.When changes are made,adjustments are reflected prosp
231、ectively in current and future periods only.The estimated useful lives used in the calculation of depreciation for plant and equipment for the current and corresponding period are between three and ten years.Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
232、These gains and losses are included in the statement of profit or loss and other comprehensive income.Mineral interest acquisition,exploration and development expenditure Mineral interest acquisition,exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area
233、of interest.These costs are only carried forward to the extent that the Groups rights of tenure to that area of interest are current and either the costs are expected to be recouped through the successful development and commercial exploitation of the area of interest or where exploration activities
234、 in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves and active and significant operations,in,or in relation to,the area of interest are continuing.Accumulated costs in relation to an abandoned area are written
235、 off in full against profit or loss in the year in which the decision to abandon the area is made.Impairment testing The carrying amount of the consolidated entitys assets,other than deferred tax assets,are reviewed at each reporting date to determine whether there is any indication of impairment.Wh
236、ere such an indication exists,a formal assessment of recoverable amount is then made and where this is in excess of carrying amount,the asset is written down to its recoverable amount.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 30 1.SUMMARY
237、OF SIGNIFICANT ACCOUNTING POLICIES continued Recoverable amount is the greater of fair value less costs to sell and value in use.Value in use is the present value of the future cash flows expected to be derived from the asset or cash generating unit.In estimating value in use,a pre-tax discount rate
238、 is used which reflects current market assessments of the time value of money and the risks specific to the asset.Any resulting impairment loss is recognised immediately in the statement of profit or loss and other comprehensive income.Impairment losses are reversed when there is an indication that
239、the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount.An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined,net of depreciation or am
240、ortisation,if no impairment loss had been recognised.Trade and other payables Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year that are unpaid and arise when th
241、e consolidated entity becomes obliged to make future payments in respect of the purchase of these goods and services.Employee benefits Wages,salaries and annual leave Liabilities for wages and salaries,including non-monetary benefits and annual leave expected to be settled within 12 months of the re
242、porting date are recognised in other payables in respect of employees services up to the reporting date.They are measured at the amounts expected to be paid when the liabilities are settled.Contributions are made by the consolidated entity to superannuation funds as stipulated by statutory requireme
243、nts and are charged as expenses when incurred.Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date us
244、ing the projected unit credit method.Consideration is given to expected future wage and salary levels,experience of employee departures and periods of service.Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and cur
245、rency that match,as closely as possible,the estimated future cash outflows.Contributed equity Ordinary shares are classified as equity.Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,net of tax,from the proceeds.Convertible Notes Compo
246、und financial instruments issued by the Group comprise convertible notes that can be converted to ordinary shares at the option of the holder,when the number of shares to be issued is fixed.The liability component of a compound financial instrument is recognised initially at the fair value of a simi
247、lar liability that does not have an equity conversion option.The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component.Any directly attributable transaction costs are allocated t
248、o the liability and equity components in proportion to their initial carrying amounts.Subsequent to initial recognition,the liability component of a compound financial instrument is measured at amortised cost using the effective interest method.The equity component of a compound financial instrument
249、 is not remeasured subsequent to initial recognition.Interest related to the financial liability is recognised in the statement of profit or loss and other comprehensive income.On conversion the financial liability is reclassified to equity and no gain or loss is recognised.Amani Gold Limited Notes
250、to the Consolidated Financial Statements for the year ended 30 June 2023 Page 31 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Earnings per share Basic earnings per share is determined by dividing the net result attributable to members,adjusted to exclude costs of servicing equity(other tha
251、n dividends),by the weighted average number of ordinary shares,adjusted for any bonus element.Diluted earnings per share is determined by dividing the net result attributable to members,adjusted to exclude costs of servicing equity(other than dividends)and any expenses associated with dividends and
252、interest of dilutive potential ordinary shares,by the weighted average number of ordinary shares(both issued and potentially dilutive)adjusted for any bonus element.Share based payments The Group provides compensation benefits to employees(including directors)of the Group in the form of share-based
253、payment transactions,whereby employees render services in exchange for shares or rights over shares(equity-settled transactions).The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted.The fair value is determined
254、by a Black Scholes model or similar such market based valuation models.The cost of equity-settled transactions is recognised,together with a corresponding increase in equity,over the period in which the performance conditions are fulfilled,ending on the date on which the relevant employees become fu
255、lly entitled to the award(vesting date).The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects(i)the extent to which the vesting period has expired and(ii)the number of awards that,in the opinion of the directors of the Group,will ultimat
256、ely vest.This opinion is formed based on the best available information at reporting date.No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.No expense is recognised for aw
257、ards that do not ultimately vest,except for awards where vesting is conditional upon a market condition.Where the terms of an equity-settled award are modified,as a minimum an expense is recognised as if the terms had not been modified.In addition,an expense is recognised for any increase in the val
258、ue of the transaction as a result of the modification,as measured at the date of modification.Where an equity-settled award is cancelled,it is treated as if it had vested on the date of cancellation,and any expense not yet recognised for the award is recognised immediately.However,if a new award is
259、substituted for the cancelled award,and designated as a replacement award on the date that it is granted,the cancelled and new award are treated as if they were a modification of the original award,as described in the previous paragraph.The dilutive effect,if any,of outstanding options is reflected
260、as additional share dilution in the computation of earnings per share.Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.The chief decision maker has been identified as the Board of Directors.Critical ac
261、counting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Groups accounting policies.The areas that may have a significant risk of
262、causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 32 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (a)Expl
263、oration and evaluation expenditure In accordance with accounting policy note described above under“Mineral interest acquisition,exploration and development expenditure”the Board determines when an area of interest should be abandoned.When a decision is made that an area of interest is not commercial
264、ly viable,all costs that have been capitalised in respect of that area of interest are written off.In determining this,assumptions,including the maintenance of title,ongoing expenditure and prospectivity are made.Exploration and evaluation assets are assessed for impairment when facts and circumstan
265、ces suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount.The recoverable amount of the exploration and evaluation asset is estimated to determine the extent of the impairment loss(if any).Significant judgment is involved in determining the recover
266、able amount for an exploration and evaluation,refer to note 11 for details.(b)Share Based Payments to employees The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted.The f
267、air value of options with non-market conditions is determined by an internal valuation using a Black-Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted.The fair value of performance rights with market conditions is determined by an inter
268、nal valuation using a Trinomial Barrier option pricing model.(c)Control Over Subsidiaries In determining whether the consolidated group has control over subsidiaries that are not wholly owned,judgement is applied to assess the ability of the consolidated group to control the day to day activities of
269、 the partly owned subsidiary and its economic outcomes.In exercising this judgement,the commercial and legal relationships that the consolidated group has with other owners of partly owned subsidiaries are taken into consideration.Whilst the consolidated group is not able to control all activities o
270、f a partly owned subsidiary,the partly owned subsidiary is consolidated within the consolidated group where it is determined that the consolidated group controls the day to day activities and economic outcomes of a partly owned subsidiary.Changes in agreements with other owners of partly owned subsi
271、diaries could result in a loss of control and subsequently de-consolidation.During the year ended 30 June 2015,Amani Gold Limited acquired 85%of the issued shares of Amani Consulting sarl(Amani Consulting)by the issue of shares,options and cash.Amani Consulting holds a 65%shareholding in Giro Goldfi
272、elds sarl(Giro).Giro explores the Giro gold project in the Haut-Uele Province,northeast DRC.Under the terms of shareholders agreements the Company is at this stage solely responsible for funding exploration activities and therefore has control over the day to day activities and economic outcomes of
273、Amani Consulting and Giro.Future changes to the shareholders agreements may impact on the ability of the Company to control Amani Consulting and Giro.(d)Contingent liabilities Under the terms of the agreement to acquire an interest in Amani Consulting sarl(Amani Consulting)the Company may be liable
274、in the future to make additional payments subject to certain events occurring as described in Note 19.After an assessment of the conditions that would require these payments to be made in the future,the Company has judged that these possible future payments are a contingent liability.Change in circu
275、mstances or the future occurrence of specified events may cause liabilities that are currently assessed as being contingent to be reclassified as financial liabilities.(e)Tax in foreign jurisdictions The consolidated entity operates in overseas jurisdictions and accordingly is required to comply wit
276、h the taxation requirements of those relevant countries.This results in the consolidated entity making estimates in relation to taxes including but not limited to income tax,goods and services tax,withholding tax and employee income tax.The consolidated entity estimates its tax liabilities based on
277、the consolidated entitys understanding of the tax law.Where the final outcome of these matters is different from the amounts that were initially recorded,such differences will impact profit or loss in the period in which they are settled.Amani Gold Limited Notes to the Consolidated Financial Stateme
278、nts for the year ended 30 June 2023 Page 33 Consolidated 2023 2022$2.REVENUE Other revenue includes the following:Interest-other parties 13,410 901 Other 20,698-34,108 901 3.EXPENSES During the year share based payments expense of$1,093,878(2022:$2,323,666)were recorded as an expense with a further$
279、Nil(2022:$Nil)recorded in equity as share issue costs related to a capital raising.4.AUDITORS REMUNERATION Audit or review services:Amounts paid or payable to auditors of the Group Hall Chadwick WA Audit Pty Ltd 45,000-Amounts paid or payable to auditors of the Group BDO Audit(SA)Pty Ltd -49,500 In
280、addition,during the year Hallchadwick WA Pty Ltd provided$Nil(2022:$Nil)in non-audit related services.In addition,during the year BDO(WA)Pty Ltd provided$Nil(2022:$2,200)in non-audit related services for assessment of performance rights conditions being met.Consolidated 2023 2022$5.INCOME TAX EXPENS
281、E (a)The prima facie tax benefit at 30%(2022:30%)on loss for the year is reconciled to the income tax provided in the financial statements as follows:Profit/(loss)before income tax (3,415,471)(4,746,157)Prima facie income tax expense/(benefit)30%(2022:30%)(1,024,639)(1,423,846)Tax effect of permanen
282、t differences:Capital raising costs (55,464)(94,017)Accruals (6,953)(20,952)Changes in tax rates Prior period adjustment -Exploration expenses (1,070,209)(1,403,104)Other Temporary Expenses 1,820 911 Impairment -Employee option expense/share based payments 328,163 697,099 (1,827,282)(2,243,909)Incom
283、e tax benefit not brought to account 1,827,282 2,243,909 Income tax expense -Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 34 (b)The following deferred tax balances have not been recognised:Deferred Tax Assets at 30%(2022:30%):-Carry forward r
284、evenue losses 25,895,064 20,056,485-Capital raising costs 133,430 161,160-Provisions and accruals 8,400 15,440 26,036,894 20,233,085 As the Groups income is passive,it is not considered a base rate entity.Accordingly a 30%tax rate applies to the current financial year.The tax benefits of the above d
285、eferred tax assets will only be obtained if:the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;the Group continues to comply with the conditions for deductibility imposed by law;and no changes in income tax legislation adversely a
286、ffect the Group in utilising benefits.Deferred tax liabilities in relation to capitalised exploration costs have been recognised and offset against deferred tax assets above.Consolidated 2023 Cents 2022 Cents 6.EARNINGS PER SHARE Basic and diluted loss per share-Continuing Operations (0.009)(0.022)B
287、asic and diluted loss per share Discontinued Operations (0.005)(0.002)2023 Number 2022 Number Weighted average number of ordinary shares used in the calculation of basic and diluted loss per share 24,288,372,632 19,539,189,754 The Companys potential ordinary shares,being its options and performance
288、rights granted,are not considered dilutive as the conversion of these options would result in a decrease in the net profit per share.7.SEGMENT INFORMATION The Directors have determined that the Group has one reportable segments,being mineral exploration in Africa.As the Group is focused on mineral e
289、xploration.The Board monitors the Group based on actual versus budgeted exploration expenditure incurred by area of interest for exploration activities.This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration act
290、ivities,while also taking into consideration the results of exploration work that has been performed to date.Consolidated 2023 2022$8.CASH AND CASH EQUIVALENTS Cash at bank and in hand 6,945,529 3,804,534 -Cash at bank earns interest at floating rates based on daily bank deposit rates.Refer Note 17.
291、Consolidated Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 35 2023 2022$9.OTHER RECEIVABLES Current Other receivables 71,795 157,353 Asset held for Sale Refer(a)32,282,704-32,354,499 157,353 None of the reported receivables are past due or req
292、uire impairment.Refer to Notes 17(a)and 17(b)for information about the Groups exposure to credit and liquidity risk.9(a)ASSET HELD FOR SALE Amani Gold Limited has executed a binding term sheet(“Term Sheet”)with Mabanga Mining SARL(the“Purchaser”)for the sale of Amani Golds shareholding in Amani Cons
293、ulting SARL,the DRC based entity that holds the Giro Gold Project for the cash payment of USD$30M.Pursuant to the Term Sheet,the Purchaser has agreed to acquire the Companys 850 shares(“Sale Shares”)representing 85%of the total issued share capital in Amani Consulting,the entity that holds a 65%inte
294、rest in Giro Goldfields SARL,a DRC registered company and holder of the two exploitation permits comprising the Giro Gold Project.Socit Minire De Kilo Moto SA(“SOKIMO”),a company wholly owned by the DRC Government holds the remaining 35%interest.The sale was approved subsequent to year end.As a resu
295、lt of the sale agreement,Giro Project has been classified as held for sale.The sale is subject to shareholder approval.It is noted that approval was obtained post year.2023$Asset Held for Sale Consideration converted into$AUD as at 30 June 2023 45,248,868 Assets as at 30 June 2023 of subsidiary held
296、 for sale 33,321,654 Liabilities as at 30 June 2023 of subsidiary held for sale (1,038,950)Net Assets as at 30 June 2023 of subsidiary held for sale 32,282,704 Lower of its carrying amount and fair value less costs to sell 32,282,704 30 June 2023$Administration and Sundry expenses (1,185,256)Discont
297、inued Operations Profit/(Loss)(1,185,256)It was noted that there were no impairment indicators on the subsidiary held for sale as the consideration has exceeded the net asset.As part of the sale agreement,the Company has received up to$5m USD as at 30 June 2023($AUD equivalent-$7,541,478)for the fir
298、st tranche consideration.This consideration remains payable until the official sale of Amani Consulting,which was approved post year end.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 36 10.PROPERTY,PLANT AND EQUIPMENT Consolidated 2023 2022$Pl
299、ant and equipment At cost 278,683 585,414 Less accumulated depreciation (276,228)(562,740)2,454 22,674 Consolidated 11.EXPLORATION AND EVALUATION EXPENDITURE 2023$2022$Exploration and evaluation phase at cost Balance at the beginning of the year 28,785,048 22,611,498 Expenditure incurred during the
300、year(a)3,567,365 4,680,670 Impairment -(3,655)Foreign currency translation difference movement 785,006 1,496,535 Transfer to Asset Held for Sale (33,137,419)-Carrying amount at the end of the year -28,785,048 The expenditure above relates principally to the exploration and evaluation phase.The ultim
301、ate recoupment of this expenditure is dependent upon the successful development and commercial exploitation,or alternatively,sale of the respective areas of interest.(a)The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent on
302、the successful development and commercial exploitation or sale of the respective areas.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 37 Consolidated 2023 2022$12.RIGHT OF USE ASSET AND LEASE LIABILITY Right Of Use Asset Balance at 1 July 100,6
303、38-Disposal -Additions -103,513 Adjustment to lease value (37,910)-Depreciation (22,543)(2,875)40,185 100,638 Lease Liability Lease Liabilities-Current 27,702 27,702 Lease Liabilities-Non-Current 22,997 76,330 50,699 104,032 Amani entered into an office lease,which commenced on 1/6/2022 with a 3 yea
304、r term.The right of use asset has used a discount rate of 6%.Consolidated 2023 2022$13.TRADE AND OTHER PAYABLES Current Trade and other payables 463,545 943,566 463,545 943,566 Terms and conditions relating to the above financial instruments:-Trade and other creditors are non-interest bearing and ar
305、e normally settled on 30 day terms.Risk exposure:-Information about the groups risk exposure to foreign exchange risk is provided in Note 17.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 38 14.CONTRIBUTED EQUITY CONSOLIDATED 2023 2022$(a)Issue
306、d and paid-up share capital Ordinary shares,fully paid 25,143,441,125(2022:23,293,441,125)95,096,996 92,994,343 Movements in Ordinary Shares:Details Number of Shares$Balance at 1 July 2021 12,386,996,747 80,352,042 Placement issue of shares at$0.001 each in September 2021 1,800,000,000 1,800,000 Lis
307、ted Option Conversion-during the period 4,598,567,360 6,897,851 Placement issue of shares at$0.001 each in November 2021 3,450,000,000 3,450,000 Conversion of Performance Rights 1,000,000,000 695,333 Issue of shares for settlement of payables 57,877,018 115,754 Less:Share issue costs -(316,637)Balan
308、ce at 30 June 2022 23,293,441,125 92,994,343 Balance at 1 July 2022 23,293,441,125 92,994,343 Placement issue of shares at$0.001 each in December 2022 1,000,000,000 1,000,000 Conversion of Performance Rights 850,000,000 1,186,000 Less:Share issue costs -(83,347)Balance at 30 June 2023 25,143,441,125
309、 95,096,996 (b)Listed Share Options Exercise Period Note Exercise Price Opening Balance 1 July 2022 Issued 2022/23 Exercised/Cancelled/Expired 2022/23 Closing Balance 30 June 2023 Number Number Number Number 15 Jan 2021 15 Jan 2024$0.0015 3,730,180,637-3,730,180,637 25 Nov 2021 15 Jan 2024(i)$0.0015
310、 5,250,000,000 500,000,000-5,750,000,000 8,980,180,637 500,000,000-9,480,180,637 Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 39 14.CONTRIBUTED EQUITY-continued (c)Unlisted Options 2023-Options to take up ordinary shares in the capital of the
311、 Company have been granted as follows:Exercise Period Note Exercise Price Opening Balance 1 July 2022 Options Issued 2022/23 Exercised/Cancelled/Expired 2022/23 Closing Balance 30 June 2023 Number Number Number Number 15 Jan 2020 15 Jan 2023(i)0.0075 12,000,000-(12,000,000)-15 Jan 2020 15 Jan 2023(i
312、)0.01 12,000,000-(12,000,000)-15 Jan 2020 15 Jan 2023(i)0.0125 12,000,000-(12,000,000)-36,000,000-(36,000,000)-Weighted average exercise price($)0.0100-0.0100-2022-Options to take up ordinary shares in the capital of the Company have been granted as follows:Exercise Period Note Exercise Price Openin
313、g Balance 1 July 2021 Options Issued 2021/22 Exercised/Cancelled/Expired 2021/22 Closing Balance 30 June 2022 Number Number Number Number 27 May 2019 27 May 2022 0.0075 40,000,000-(40,000,000)-27 May 2019 27 May 2022 0.01 40,000,000-(40,000,000)-27 May 2019 27 May 2022 0.0125 40,000,000-(40,000,000)
314、-15 Jan 2020 15 Jan 2023(i)0.0075 12,000,000-12,000,000 15 Jan 2020 15 Jan 2023(i)0.01 12,000,000-12,000,000 15 Jan 2020 15 Jan 2023(i)0.0125 12,000,000-12,000,000 156,000,000-(120,000,000)36,000,000 Weighted average exercise price($)0.0100-0.0100 0.0100 (i)In the 2020 year,36 million options were i
315、ssued to a corporate advisor for financial advisory services.These expired during the year.The weighted average contractual life of the unlisted options are Nil (2022:1.08)years.None of the options have any voting rights,any entitlement to dividends or any entitlement to the proceeds of liquidation
316、in the event of a winding up.Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 40 14.CONTRIBUTED EQUITY-continued(d)Performance Rights 2023-Performance Rights over ordinary shares in the capital of the Company have been granted as follows:Expiry d
317、ate Note Opening Balance 1 July 2022 Issued 2022/23 Exercised/Cancelled 2022/23 Closing Balance 30 June 2023 Number Number Number Number 31 December 2022(i)349,999,998-(349,999,998)-31 December 2026(ii)1,200,000,000-(400,000,000)800,000,000 30 November 2027(iii)-900,000,000(450,000,000)450,000,000 1
318、,549,999,998 900,000,000(1,199,999,998)1,250,000,000 2022-Performance Rights over ordinary shares in the capital of the Company have been granted as follows:Expiry date Note Opening Balance 1 July 2021 Issued 2021/22 Exercised/Cancelled 2021/22 Closing Balance 30 June 2022 Number Number Number Numbe
319、r 31 December 2022(i)349,999,998-349,999,998 25 February 2024(iv)1,000,000,000 (1,000,000,000)-31 December 2026(ii)-1,200,000,000-1,200,000,000 27 May 2022 687,000,000-(30,000,000)-31 December 2021 30,000,000-(687,000,000)-2,066,999,998 1,200,000,000(1,717,000,000)1,549,999,998 (i)Performance rights
320、 vest subject to meeting specific performance conditions.350 million performance rights were issued comprising three tranches of 117 million each.All tranches of performance rights have market vesting condition being share prices of$0.0075(tranche 1);$0.01(tranche 2);and$0.0125(tranche 3)or more ove
321、r a consecutive 10 day business period.Each right is converted to one ordinary share upon vesting.Performance rights expired during the year.(ii)Performance rights vest subject to meeting specific performance conditions.1.2 billion performance rights were issued comprising three tranches of 400 mill
322、ion each.All tranches of performance rights have market vesting condition being share prices of$0.0015(tranche 1);$0.002(tranche 2);and$0.003(tranche 3)or more over a consecutive 20 day business period.Each right is converted to one ordinary share upon vesting.400 million performance rights vested d
323、uring the year.(iii)Performance rights vest subject to meeting specific performance conditions.900 million performance rights were issued comprising of two tranches of 400 million each.All tranches of performance rights have non-market vesting condition being:The Company receiving a defined JORC 201
324、2 compliant Resource in the measured category of not less than 1,000,000 ounces of gold with a minimum cut off grade of 1g/t at any of the Companys projects,as verified by an independent competent person.The Company completing and releasing a JORC 2012 compliant prefeasibility study for the Companys
325、 Giro Project to the market.Each right is converted to one ordinary share upon vesting.450 millions performances rights vested during the year Amani Gold Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2023 Page 41(iv)Performance rights vest subject to meeting speci
326、fic performance conditions.1 billion performance rights were issued comprising three tranches of 333.333 million each.All tranches of performance rights have market vesting condition being share prices of$0.0015(tranche 1);$0.002(tranche 2);and$0.003(tranche 3)or more over a consecutive 20 day busin
327、ess period.Each right is converted to one ordinary share upon vesting.During the prior period the performance rights vested and have been converted to shares.(e)Terms and conditions of contributed equity Ordinary Shares:Ordinary shares have the right to receive dividends as declared and,in the event
328、 of winding up of the Company,to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.Ordinary shares entitle their holder to one vote,either in person or by proxy,at a meeting of the Company.15.SHARE BASED PAYMENTS EXPENSE
329、 Employee Option Plan In August 2007,the Company adopted the Amani Gold Limited Employee Option Plan(“Plan”).The Plan allows Directors from time to time to invite eligible employees to participate in the Plan and offer options to those eligible persons.The Plan is designed to provide incentives,assi
330、st in the recruitment,reward,retention of employees and provide opportunities for employees(both present and future)to participate directly in the equity of the Company.The contractual life of each option granted is three years or as otherwise determined by the Directors.There are no cash settlement
331、 alternatives.During the current and prior year no options were issued to employees of the Company(refer to Note 14(c).Non Plan based payments The Company also makes share based payments to consultants and/or service providers from time to time,not under any specific plan.The Amani Gold Limited Empl
332、oyee Option Plan does not allow for issue of options to the directors of the parent entity.Hence,specific shareholder approval is obtained for any share based payments to directors of the parent entity.Nil options(2022:nil)were issued during the year under an engagement letter with a corporate advis
333、or for services related to raising of new capital.The expense recognised in the statement of profit or loss and other comprehensive income in relation to share-based payments is disclosed in Note 3.Expenses arising from share-based payment transactions Other share based payments,not under any plans,are as follows(with additional information provided in Note 14 above):2023 2023 2022 2022 Number$Num
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