American Rare Earths (ARR) 2024年年度報告「ASX」.pdf

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1、Year ended 30 June 2024ABN 83 003 453 503 ANNUAL REPORTAmerican Rare Earths Limited24AMERICAN RARE EARTHS LIMITEDOur mission is to supply critical minerals for renewable energy,green technology,a sustainable economy,national security and a carbon reduced future.23TABLE OF CONTENTSOVERVIEWCorporate D

2、irectory 4INTRODUCTIONMessage from The Chairman 6PROJECTSProjects Overview 8 Halleck Creek,Wyoming 10 La Paz,Arizona 12 Beaver Creek,Wyoming 14DEVELOPMENTSupply Chain R&D 16STRATEGYOur Commitment to ESG 18FINANCIALSDirectors Report 20 Renumeration Report 29 Auditors Independence Declaration 35 Conso

3、lidated Financial Statements 36 Notes to Financial Statements 40 Directors Declaration 60 Auditors Report 61Additional Information 654INTRODUCTIONCORPORATE DIRECTORYShare RegistryComputershare Investor Services Pty Ltd Level 5,115 Grenfell Street Adelaide,South Australia 5000Tel.1300 555 159(within

4、Australia)Tel.+61 3 9415 4062(outside Australia).auRegistered Office40/2 Park Street Sydney NSW 2000 AustraliaDirectorsRichard Hudson(Chairman)Geoffrey Hill(Non-Executive Director)Chris Gibbs(Non-Executive Director)Sten L.Gustafson(Non-Executive Director&Deputy Chair)Melissa Sanderson(Executive Dire

5、ctor)AuditorHall Chadwick 40/2 Park Street Sydney NSW 2000 AustraliaBankersNational Australia Bank Wells Fargo BankAustralian OfficeSuite 706,Level 7 89 York Street Sydney 2000GPO Box 1546 Sydney NSW 2001Phone:(+61 2)8054 9779 Website: Email:US Office1658 Cole Boulevard,Suite G30 Lakewood Colorado 8

6、0401Listed SecuritiesAustralian Securities Exchanges ASX Code:ARR OTCQX ADRs:AMRRY OTCQB Common shares:ARRNF Company SecretaryWayne Kernaghan 5TENEMENT SCHEDULE 30 JUNE 2024Tenement NameTenement Type&NumberLocationGroup OwnershipLa Paz Lease Number 008-120965-00Arizona United States100%La PazLa Paz

7、1 14Arizona United States100%La PazLa Paz 33 69Arizona United States100%La PazLa Paz 71,73,75Arizona United States100%La PazLa Paz 92 101Arizona United States100%La PazLa Paz 108 376Arizona United States100%La PazLa Paz 220 281Arizona United States100%La PazLa Paz 282-376Arizona United States100%Hal

8、leck CreekREX 1-5Wyoming United States100%Halleck CreekREX 10-72Wyoming United States100%Halleck CreekREX 75-165Wyoming United States100%Halleck CreekREX 167-176Wyoming United States100%Halleck CreekREX 178-375Wyoming United States100%Halleck Creek0-43568 0-43571Wyoming United States100%Halleck Cree

9、kTREX 79-116Wyoming United States100%Halleck CreekTREX 170-181Wyoming United States100%Halleck CreekTREX 183-223Wyoming United States100%Western Rare Nevada T-01 T80Nevada United States100%Wyoming RareBM 1-27Wyoming United States100%6FINANCIAL YEAR ENDING 30 JUNE 2024 Richard HudsonMESSAGE FROM THE

10、CHAIRMANDear ShareholdersI am pleased to reflect on what has been a highly productive and transformative year for American Rare Earths.This past year has seen substantial progress across all areas of our business,especially at our flagship Halleck Creek Project in Wyoming.From successful drilling ca

11、mpaigns to breakthrough metallurgical processes,significant grant funding,and important strategic partnerships,ARR has built a strong foundation to advance its position as a key player in the rare earth elements(REE)market.These achievements reflect not only our companys dedication to operational ex

12、cellence but also our commitment to sustainability and delivering long-term value for shareholders.One of the most significant achievements of the year was the completion of the Halleck Creek Scoping Study.Conducted by leading consultants,the study demonstrated that Halleck Creek has the potential t

13、o be a low-cost,long-life rare earths project.The study confirmed that the project is commercially viable,with strong financial metrics.With a payback period of just under three years and scalable production plans,the project is well-positioned to deliver significant returns.The Scoping Study highli

14、ghted an initial mining rate of 3 million tonnes per annum(Mtpa),scalable to 6 Mtpa as demand for rare earth elements increases.This scalable approach ensures we can meet the growing global demand for REEs while maintaining operational flexibility.The projected mine life exceeds 20 years,with opport

15、unities to extend significantly given the 2.34 billion tonnes of total resource that we now control at Halleck Creek.Importantly,the project remains open at depth,indicating further exploration upside in the years ahead.In support of the Scoping Study,ARR completed a highly successful drilling campa

16、ign in the Cowboy State Mine area.The campaign included 11 core holes and 12 reverse circulation(RC)holes,for a total of over 2,600 metres drilled.Assay results revealed high Total Rare Earth Oxide(TREO)concentrations,further proving the quality and scale of the deposit.continue our program of work

17、for the next 12 months,pleasingly,the raise was supported by our key institutional investor,Fidelity,which maintained its 9.9%stake.The Halleck Creek Project continues to evolve into one of the most promising rare earth deposits in North America.This year,we achieved several critical milestones that

18、 have de-risked the project and enhanced its commercial viability.INTRODUCTION7In addition to drilling success,ARR has achieved significant progress in metallurgical testing.Our efforts to optimise extraction methods have yielded impressive results,positioning Halleck Creek as a low-cost producer of

19、 rare earth elements.Our collaboration with leading academic institutions has been instrumental in refining processing techniques.The use of Dense Medium Separation(DMS)and Wet High-Intensity Magnetic Separation(WHIMS)provided up to a 10 x upgrade in ore grade,significantly improving the efficiency

20、and economics of our extraction processes.By employing these advanced methods,we can reduce the volume of material sent for downstream processing,thereby lowering operating costs while maximising output.Another breakthrough was the successful application of low-temperature leaching,which achieved 80

21、%REE recovery without the need for expensive and energy-intensive cracking methods.This efficient leaching process reduces both operational costs and the environmental impact of our operations.Our ability to achieve high recovery rates at relatively low temperatures demonstrates the potential for AR

22、R to operate as both a low-cost and environmentally responsible producer of rare earth elements.This year has also been marked by significant financial accomplishments,ensuring that we have the capital required to continue advancing Halleck Creek and other strategic projects.In June 2024,ARR secured

23、 a A$10.7 million non-dilutive grant from the State of Wyoming,marking a pivotal moment in our projects development.This grant will fund further exploration and drilling activities,environmental studies,pilot processing plants,and essential permitting for the Cowboy State Mine at Halleck Creek.The s

24、upport from Wyoming demonstrates the states commitment to advancing strategic resource projects that contribute to U.S.national security and energy independence.In February 2024,we completed a successful A$13.5 million institutional placement,further strengthening our financial position.These funds,

25、combined with the grant from Wyoming,provide a solid foundation for our ongoing exploration,metallurgical testing,and project development activities.Our strong financial position allows us to continue advancing Halleck Creek without the need for additional equity raises in the near term.As part of o

26、ur strategic review,we established Wyoming Rare(USA)Inc.,a wholly owned subsidiary dedicated to the development of Halleck Creek.This new structure allows us to access U.S.-based funding and attract investment partners specifically focused on advancing the project.The formation of Wyoming Rare ensur

27、es that we can unlock the full value of the Halleck Creek Project while maintaining flexibility in our capital structure.To support the accelerated development of Halleck Creek,we made several key leadership appointments,including Chris Gibbs as CEO of American Rare Earths and Joe Evers as President

28、 of Wyoming Rare.These appointments,combined with a strong operational team,will help us achieve our near-term project milestones and ensure that ARR remains focused on delivering long-term shareholder value.Sustainability is central to ARRs vision.Our commitment to minimising environmental impact i

29、s evident in the steps weve taken this year to ensure that the Halleck Creek Project operates in an environmentally responsible manner.We have initiated baseline environmental studies in the Cowboy State Mine area,including wildlife and vegetation monitoring,to ensure compliance with state and feder

30、al regulations.Our use of low-temperature leaching processes reduces energy consumption and limits harmful emissions,aligning with our goal of reducing the carbon footprint of rare earth production.We are also deeply engaged with the local community and are working closely with the Wyoming Energy Au

31、thority and local stakeholders to ensure that our project brings long-term economic benefits to the region.The positive reception we have received from the community and the state government further reinforces the strategic importance of the Halleck Creek Project to both Wyoming and the broader U.S.

32、rare earths supply chain.As we look to the future,I am confident that American Rare Earths is well-positioned to capitalise on the growing demand for rare earth elements,driven by the global shift toward clean energy technologies.With the completion of the Scoping Study,the upcoming Pre-Feasibility

33、Study,and a continued focus on operational excellence,we are on track to unlock significant value from the Halleck Creek Project.On behalf of the board and management,I would like to thank our shareholders for their ongoing support.The past year has been one of tremendous progress,and we are excited

34、 to continue building a sustainable and profitable future for American Rare Earths.RI C HA RD HUDS O NChairman8PROJECTSHALLECK CREEKLA PAZSEARCHLIGHTNevadaWyomingBEAVER CREEKWyomingArizonaUS OFFICEDenver,CONevadaArizonaWyomingMAJOR PROJECTSExpanding high value resources,including two of the potentia

35、lly largest rare earths projects in the USA.Our vision is to create significant shareholder value by being a leading and sustainable supplier of critical minerals from and to North America.910PROJECT HALLECK CREEK,WYOMINGPROJECTSR&D partnership funding for Phase II secured with Defense Advanced Rese

36、arch ProjectsAgency(DARPA).Non-dilutive grant funding approved by the State of Wyoming,USA,for up to A$10.7m.2024 Drilling Program at Cowboy State Mine recently completed.HALLECK CREEK,WYOMINGThe Halleck Creek Project in Wyoming is one of the largest rare earth element(REE)deposits in North America,

37、with a resource size of 2.34 billion tonnes.The project is focused on environmentally friendly and cost-effective extraction methods,including Dense Medium Separation(DMS)and low-temperature acid leaching,achieving up to 80%REE recovery.Supported by a A$10.7 million grant from the State of Wyoming,t

38、he project is advancing through exploration and metallurgical breakthroughs.With promising co-product potential,like zircon,and continued drilling,Halleck Creek is poised for long-term growth and resource expansion.11 Scoping Study Technical Report confirms low cost,scalable,world class REE project

39、Breakthrough metallurgical results with ore successfully preconcentrated to 3.5%TREO at a 12:1 upgrade ratio An estimated 7.48 million tonnes of contained Total Rare Earth Oxides(TREO)Average TREO grade of 3,196ppm12PROJECT LA PAZ,ARIZONAPROJECTSThe La Paz Rare Earths project,100%owned by La Paz Rar

40、e Earth LLC,is strategically located in Arizona and boasts a 170.6 million tonnes JORC-compliant resource,with potential to exceed one billion tonnes.It contains valuable magnet rare earth elements and Scandium,with the advantage of low radioactive content.Metallurgical testing has demonstrated stro

41、ng recovery rates and promising results for future extraction processes.With ongoing exploration and development,La Paz is poised to become a leading rare earths project in the U.S.LA PAZ ARIZONA131.Significant Resource Potential:La Paz hosts a 170.6 million tonnes JORC-compliant resource,with poten

42、tial for expansion to over one billion tonnes,making it one of the largest,rare earths projects in the U.S.2.High-Value Rare Earth Elements:The project contains high concentrations of magnet rare earths(NdPr)and Scandium,critical for advanced technologies,with minimal radioactive elements like thori

43、um.3.Successful Metallurgical Results:Test-work showed recovery rates of 66.4%TREO and 71.5%Scandium,along with rapid dissolution times and minimal penalty elements like uranium and thorium.4.Strategic Location and Growth:Situated near key infrastructure in mining-friendly Arizona,the project covers

44、 only 10.2%of the total area,leaving significant room for future resource expansion.14PROJECT BEAVER CREEK,WYOMINGPROJECTSBEAVER CREEK,WYOMING15 A significant rare earth deposit was discovered in Wyoming,USA,with surface samples showing grades of Lanthanum,Cerium,Neodymium,Praseodymium,and Yttrium r

45、anging from 1.7%to 9.1%.37 federal unpatented lode claims have been staked,covering a total area of 303 hectares(749 acres).The company secured a Wyoming State Mineral Lease(0-43773),covering an additional 259 hectares(640 acres).The identified deposit includes valuable rare earth elements such as L

46、anthanum,Cerium,Neodymium,Praseodymium,and Yttrium.16SUPPLY CHAIN R&DDEVELOPMENT1.Breakthrough in Ore Pre-Concentration:ARR achieved a significant milestone by pre-concentrating Halleck Creek ore to 3.5%TREO using Dense Medium Separation(DMS),reducing material sent to leaching circuits by 56%,dramat

47、ically lowering operating costs.2.80%REE Recovery through Direct Acid Leaching:Collaborative efforts under the DARPA EMBER program resulted in an 80%REE recovery rate using low-temperature direct acid leaching,showcasing cost-effective and energy-efficient extraction methods.3.Discovery of Zircon Co

48、-Product Potential:R&D work with the University of Wyoming identified zircon as a valuable co-product of rare earth processing at Halleck Creek,enhancing the projects overall economics and creating an additional revenue stream.4.Sustainable Extraction Techniques and Environmental Focus:ARRs R&D init

49、iatives prioritized environmentally friendly extraction techniques,including low-impact mining processes and sustainability-focused methods,contributing to responsible resource development.Across our R&D projects,we have partnered with global top 100 universities and American national laboratories.1

50、718At American Rare Earths,we are keenly aware of our role and responsibilities as temporary custodians of the lands we explore/operate,as employers and leaders and as partners to the communities in which we work.Our role and responsibilities as temporary custodians of the lands we explore.AMERICAN

51、RARE EARTHS ESG COMMITMENTSTRATEGYOur flagship project,Halleck Creek,Wyoming,is where we are working hard to begin the development of a major strategic rare earth resource.As part of preparing the Cowboy State Mine site for the permitting phase of operational development,we are working with State au

52、thorities to ensure we meet or exceed environmental requirements.The studies we undertook last year,partnering with environmental specialists and local authorities to identify and map the flora and fauna in the Overton and Red Mountain areas is being expanded upon this year.The resulting information

53、 will serve as bedrock in our operational planning,ensuring we consider what we have today and plan for full restoration after operations cease.Water is a vital resource to our neighbours and ourselves.Despite a welcome snowy winter,Wyoming essentially is a high plateau engulfed in an ongoing drough

54、t of 20-year duration.Taking advantage of runoff from the winter snows,we conducted last year a thorough survey of the water sources in our district,including so-called transitory waters,which,in some cases,were running for the first time in several years.We also made special note of ponds essential

55、 to migratory species and catalogued those species appearance times.This year we are undertaking a complex hydrology study to full document the structure and condition of underground aquifers and subterranean water flows.We also are investigating potential partners to bring the newest and greenest t

56、echnology to help us achieve as close as possible to a closed water system.Our goal is to minimise our impact and to share responsibly with our neighbours,both human and wild.Our cooperative program to develop new processing technologies for rare earth separation based on amoeba and enzyme extractio

57、n also is ongoing,with University partners reporting encouraging progress.As our project preparations advance so too do our stakeholder engagement efforts.Recently we held our first stakeholder engagement meeting in Cheyenne where we had the opportunity to meet with a broad range of interested Wyomi

58、ngites,from ranchers and businesspeople to elected officials.We have begun working more closely with the University of Wyoming in areas ranging from workforce development to geology and are in very early stages of discussion with neighboring towns on a shared economic development vision.ARR is commi

59、tted to a long-term vision of a sustainable future that will continue to benefit communities even after the mine is no longer in production.Our drilling program at Halleck Creek has been active this year,producing very encouraging results,and we continued to work with our drilling partners to ensure

60、 complete remediation of the affected sites.We have strict standards of behaviour in place to guide and protect our employees today and tomorrow,and we apply those same standards to contractors who work with us.The Board of Directors assists our CEO in ensuring that all shared values become best pra

61、ctices.Our ESG measures will continue to grow as we expand,not just because they are required,but because protecting people and planet is an integral part of who we are.19We continue to build and maintain good relationships with the ranchers and small towns near our respective properties to share ou

62、r vision and passion developing secure sources of the materials needed for a greener and more secure US economyDIRECTORS REPORTYour Directors submit their report for the year end 30 June 2024.DirectorsThe names and details of the companys directors in office during the financial year and until the d

63、ate of this report are as follows.Directors were in office for this entire period unless otherwise stated:Current DirectorsRichard HudsonNon-Executive Director andChairmanAppointed 8 February 2022Sten GustafsonNon-Executive Director and Deputy ChairmanAppointed 7 January 2022Chris GibbsCEO&Managing

64、DirectorNon-Executive DirectorAppointed 1 November 2021Retired 31 August 2023Appointed 1 September 2024Appointed 31 August 2023Geoffrey HillNon-Executive DirectorAppointed 27 August 2015Melissa SandersonNon-Executive DirectorAppointed 12 November 2021Former DirectorsF Creagh OConnorNon-Executive Cha

65、irmanAppointed 22 June 2000Retired 16 November 2023Ken TraubNon-Executive DirectorAppointed 18 August 2023Retired 20 June 2024Paul ZinkNon-Executive DirectorAppointed 21 August 2023Retired 30 June 2024John MansantiNon-Executive DirectorAppointed 21 August 2023Retired 31 August 2024Details of Directo

66、rsCurrentRichard Hudson:B.Com.FCA.Non-Executive Director,(Appointed Chairman 7 February 2024)Appointed 8 February 2022Richard is experienced in strong corporate governance&strong internal controls,resolving shareholder disputes,advising on business sales,acquisitions&mergers.He is currently Chairman

67、 of a private Contract Research Organisation in Animal Health operating in Australia&New Zealand.He is Company Secretary of a group of Emergency Veterinary Practices operating throughout Australia.He was previously Chairman for many years of manufacturing business operating in the marine industry in

68、 Australia,New Zealand,and Asia.Mr Hudson has had no other directorships of ASX listed companies in the last three years.Sten L.Gustafson:B.A.,J.D.Non-Executive Director.Appointed 7 January 2022Sten L.Gustafson currently serves as the Chief Executive Officer and a director of Pyrophyte Acquisition C

69、orp.(NYSE:PHYT),a SPAC focused on companies that provide products,services,equipment,and technologies that support a variety of energy transition solutions.Mr.Gustafson is a highly experienced energy service industry executive,investment banker,and corporate securities attorney.With over 25 years of

70、 experience in the global energy sector,Mr.Gustafson has advised on over 100 corporate transactions around the world for over$100 billion of transaction value.Mr Gustafson has had no other directorships of ASX listed companies in the last three years.Chris Gibbs:BA,AIM,AICD CEO&Managing Director.App

71、ointed 1 November 2021Chris has over 28 years experience in the resource sector within Australia,Canada,USA,South America,Africa and Europe.He is an innovative leader with a proven track record for implementing organization change and delivering business results.Prior to joining the company,he was V

72、ice President General Manager for Argonaut Golds Canada business and leading the development of the Magino Gold Project.He has also held various leadership roles with Centerra Gold and Thompson Creek Metals,including VP of Operations,VP Operational Excellence and VP General Manager of the Langeloth

73、Metallurgical Company in Pittsburgh and VP American Rare Earths Limited ABN 83 003 453 50320 General Manager of the Endako Mine in British Columbia.Chris has also held various leadership roles with Barrick Gold,Placer Dome,and Millennium Chemicals.He holds a masters degree in project management and

74、a Bachelor of Business Degree from Curtin University of Western Australia.Mr Gibbs has had no other directorships of ASX listed companies in the last three years.Geoffrey Hill:B.Ec.,MBA,FCPA,ASIA,FAICD.Non-Executive Director.Appointed 27 August 2015 Geoff Hill was a founding director of the Company,

75、serving from 1989 to 30 June 2014.He re-joined the Board on 27 August 2015.Geoff is a merchant banker based in Sydney,with specialist experience in mergers and capital raising and has acted for a wide range of corporate clients in Australia and overseas,particularly in the resources sector.He is Cha

76、irman of the International Pacific Capital Group and Chairman of ASX listed company Advanced Metals limited.During the past 3 years Mr Hill was a Director of the following listed companies:Advance Metals Limited(ASX:AVM).Retired 24 June 2024 Melissa(Mel)Sanderson:B.Ec.,BA English Literature,MBA,Prof

77、essor,Thunderbird School of Global Management.Non-Executive Director.Appointed 12 November 2021 Her international career has spanned diplomacy and mining for 30+years.Mel is adept at cross-cultural communication and brings leadership experience in inclusivity and diversity issues.At global mining le

78、ader Freeport-McMoRan,Mel sited,staffed,and ran a corporate office focused on government and public relations,as well as social responsibility programs.She served the nation as a senior diplomat in the U.S.Department of State.During the past 3 years Ms Sanderson was a Director of the following ASX l

79、isted companies:Advance Metals Limited(ASX:AVM)from 14 April 2022 to 19 September 2024 Former Directors F.Creagh OConnor:AM,FAIM,FAICD.Chairman and Non-Executive Director(Independent).Appointed 22 June 2000.Retired 16 November 2023 Creagh OConnor was appointed to the Board in 2000 and to the role of

80、 Chairman in 2004.He has approximately 40 years senior management experience in providing consulting and advisory services for oil,gas,and mineral projects throughout Australia and overseas.He is a leading consultant for Australian construction and development consortiums.He has served as a Director

81、 and Chairman on a number of listed and private companies.Mr OConnor has had no other directorships of ASX listed companies in the last three years.Kenneth H.Traub:MBA,NACD.DC Non-Executive Director.Appointed 18 August 2023.Retired 20 June 2024 Since 2019,Kenneth H.Traub has been the Managing Partne

82、r of Delta Value Advisors,a strategic consulting and investment advisory firm,specializing in corporate governance and turnarounds.Mr.Traub also currently serves on the Board of Directors and is Chairman of the Nominating and Corporate Governance Committee of Tidewater,Inc.(NYSE:TDW),the leading glo

83、bal owner and operator of offshore support vessels for the energy industry.He has over 30 years of experience as a CEO,chairman,director,investor,and consultant in public companies with a successful track record of driving strategic,financial,operational and governance improvements to enhance shareh

84、older value.Mr Traub has had no other directorships of ASX listed companies in the last three years.Paul Zink:B.A.:Non-Executive Director.Appointed 21 August 2023.Retired 30 June 2024 Paul Zink is currently a Professor of Practice in the Economics and Business and Mining Engineering departments at t

85、he Colorado School of Mines.Mr.Zink has more than 45 years of experience in leading and building cross functional teams in mineral royalties,mineral economics,financial management,strategic planning,and acquisition targeting.He has served as a director for several companies including Timberline Reso

86、urces,Rare Element Resources and Atna Resources,where he chaired the Audit Committees.Also,former CFO of Rare Element Resources Limited.Mr Zink has had no other directorships of ASX listed companies in the last three years.21 John G.Mansanti:Non-Executive Director.Appointed 21 August 2023.Retired 31

87、 August 2024 John G.Mansanti is a consultant to the minerals industry.He has more than four decades of mining experience,primarily in operations,technical support,and capital projects.Mr.Mansanti is an experienced CEO,Non-Executive Director and leader of major US mines.He has more than 45 years of e

88、xperience leading successful teams in mining.Those teams were successful in project development,engineering,project financing,capital execution,and operations.Mr.Mansanti was CEO of Pacific Soda,CEO and President of Crystal Peak Minerals,and Senior VP of Operations for Intrepid Potash.He served as a

89、 director for Rye Patch Gold and Alio Gold.Mr Mansanti has had no other directorships of ASX listed companies in the last three years.Company Secretary Wayne Kernaghan:BBus,ACA,FAICD,ACIS Company Secretary.Appointed 25 September 2020 Wayne is a member of the Institute of Chartered Accountants in Aus

90、tralia with a number of years experience in various areas of the mining industry.He is also a Fellow of the Australian Institute of Company Directors and a Chartered Secretary.Principal Activities The principal activity for the Consolidated Entity comprising American Rare Earths Limited(the Company)

91、and its controlled entities(together the Consolidated Entity)during the financial year was mineral exploration.There was no significant change in the nature of the Consolidated Entitys activities during the year.Results The loss attributable to the Consolidated Entity for the financial year was$6,25

92、7,487(2023:loss$4,846,560).No income tax was attributable to this result(2023:$Nil).Dividends The directors do not recommend the payment of a dividend for this financial year.No dividend has been declared or paid by the Company since the end of the previous financial year.Significant Changes in the

93、State of Affairs In the opinion of the directors there were no significant changes in the state of affairs of the Consolidated Entity that occurred during the financial year under review not otherwise disclosed in this report or the consolidated financial statements.After Balance Date Events There h

94、as not arisen in the interval between the end of the financial year and the date of this report any item,transaction or event of a material and unusual nature likely,in the opinion of the directors,to affect the operations of the Consolidated Entity,the results of those operations or the state of af

95、fairs of the Consolidated Entity in subsequent financial years other than:As announced by the company on 15 July 2024,the 2024 drilling campaign commenced at Cowboy State Mine Area for a total of 2,670m including 11 core holes and 12 reverse circulation holes.The campaign will upgrade resources and

96、provide additional material for planning towards prefeasibility analysis.As announced by the company on 7 August 2024,mapping and sampling across unsampled areas at the new Bluegrass Resource Area were completed and the results continue to demonstrate the upside potential of the Halleck Creek distri

97、ct.As announced by the company on 12 August 2024,100%owned subsidiary,Wyoming Rare USA Inc.,will be dedicated to developing the Halleck Creek Project.This subsidiary will allow for US based investments and partnerships.As announced by the company on 19 August 2024,the 2024 drilling campaign in Cowbo

98、y State Mine Area has been completed with positive results.As announced by the company on 3 September 2024,assay results for 756 samples from the first 11 core and reverse circulation holes were received following completion of the 2024 drilling campaign.Assays showed elevated rare earth mineralisat

99、ion from surface to depths of at least 300m and the deposit remains open at depth.American Rare Earths Limited ABN 83 003 453 50322 Likely Developments and Future Results Other than as referred to in this report,further information as to likely developments in the operations of the Consolidated Enti

100、ty and the expected results of those operations would,in the opinion of the directors,be speculative and not in the best interests of the Consolidated Entity.Options As at the date of this report the Company has 56,100,000(2023:46,994,223)unquoted options on issue.During the year 20,500,000(2023:25,

101、250,000)options were issued and 5,894,223(2023:5,692,50)options were exercised/cancelled.Refer to Note 14 of the financial statements for further details of the options outstanding.During the year 2,000,000 fully paid ordinary shares were issued by virtue of the exercise of options(2023:442,500).Sin

102、ce the end of the financial year 1,000,000 shares have been issued by virtue of the exercise of options(2023:nil).Directors Interest At the date of this report,the interest of the directors in the shares and options of the company were:Direct Indirect 2024 Fully Paid Shares Options Fully Paid Shares

103、 Options G Hill-2,000,000 77,973,392-C Gibbs 2,000,000-1,500,000 11,500,000 M Sanderson-2,000,000-S Gustafson-2,000,000-R Hudson-300,000 2,000,000 Directors Meetings The number of meetings of the Directors and Audit/Risk Committee held during the year ended 30 June 2024 and the numbers of meetings e

104、ligible to attend while a director was:Board of Directors Audit&Risk Committee Directors:Eligible to attend Attended Eligible to attend Attended FC OConnor 2 2-G Hill 8 8 5 5 C Gibbs 8 8-Mel Sanderson 8 5 2 1 S Gustafson 8 6 7 6 R Hudson 8 8 7 7 J Mansanti 7 6-K Traub 6 6-P Zink 7 6 6 6 In addition,

105、several matters were resolved during the year by circular resolution.As well as formal directors meetings,executive and non-executive directors are in frequent communication.23 FINANCIAL REVIEW o$13,900,000 raised in additional capital during the financial year(before costs)o Cash balance at 30 June

106、 2024 was$16,299,350(2023:$12,485,220)o Total assets at 30 June 2024 was$34,019,733(2023:$25,914,657)o Total liabilities at 30 June 2024 was$961,612(2023:$715,809)During the financial year the Company successfully raised$13,500,000(before costs)from a placement of 45,000,000 fully paid shares to pro

107、fessional and sophisticated investors at an issue price of$0.30 per share undertaken by Canaccord Genuity(Australia)Limited.A further 2,000,000 shares were issued during the financial year due to exercise of options at$0.20 each,which raised additional capital of$400,000.REVIEW OF OPERATIONS America

108、n Rare Earths,through its wholly owned subsidiary Wyoming Rare(USA)Inc.,is focused on advancing the Halleck Creek Project in Wyoming.This project has the potential to become one of the largest and most sustainable rare earth operations in North America.The Company continues to explore new opportunit

109、ies while collaborating with U.S.Government-supported research initiatives to develop efficient rare earth element(REE)processing and separation technologies,contributing to a renewable energy future.Halleck Creek Rare Earths Project In FY2024,the Company made significant progress in developing its

110、flagship Halleck Creek Project,located in the mining-friendly state of Wyoming.This project is poised to play a crucial role in securing a domestic rare earth supply chain for the U.S.,reducing reliance on foreign sources.With a 100%ownership of the project and a JORC-compliant resource of 2.34 bill

111、ion tonnes,Halleck Creek holds the potential to become a long-term,strategic asset for the nation.Key advancements during the year included the successful continuation of the 2024 Drilling Program at the Cowboy State Mine(CSM)area,securing R&D funding from DARPA,initiating environmental permitting,a

112、nd achieving notable progress in processing and metallurgical test work.Additionally,the potential for zircon as a valuable co-product was confirmed,offering further economic opportunities.In October 2023,the completion of mapping and sampling at Halleck Creek revealed the possibility of a larger,hi

113、gher-grade REE resource.Optimized exploration programs were subsequently developed,along with an updated JORC Exploration Target.Metallurgical testing,conducted under the direction of Wood PLC,showed encouraging results,indicating that higher recoveries of magnet metals could be achieved using simpl

114、er and more cost-effective technologies.The 2023 Drilling Program was successfully completed in November 2023,with 2,389 meters drilled across 23 holes.The core samples collected will be integral in refining the flow sheet design and informing cost estimates for the upcoming Preliminary Economic Ana

115、lysis(PEA).In January 2024,breakthrough metallurgical test results were achieved as part of the SynBREE project,a consortium led by Lawrence Livermore National Laboratory.The test work demonstrated a 200%improvement in performance,preconcentrating the Halleck Creek ore to 3.5%TREO using conventional

116、 Dense Medium Separation(DMS).The March 2024 Scoping Study,prepared by Stantec Consulting Services Inc.,further validated the projects strong economics.With an NPV8 of US$673.9 million(pre-tax),an IRR of 22.5%,and a payback period of just 2.9 years,the study underscored the projects robust financial

117、 potential under a 3Mtpa operating scenario.The low operating costs were attributed to favorable geological conditions,efficient mining techniques,and a beneficiation process that upgrades the ore tenfold.In May 2024,the Company confirmed zircon co-product potential in collaboration with the Univers

118、ity of Wyomings School of Energy Resources.This presents an opportunity to enhance project economics and generate additional revenue streams.June 2024 brought further positive developments when the State of Wyoming approved up to A$10.7 million(US$7.1M)in non-dilutive funding for the CSM area under

119、a three-year Matching Funds agreement.This financial support is critical for continuing the projects development.Post FY2024,the 2024 Drilling Program at CSM commenced in July,targeting 2,670 meters across 11 core and 12 RC holes.The campaign aims to upgrade the resource,supply additional material f

120、or metallurgical testing,American Rare Earths Limited ABN 83 003 453 50324 and advance mine planning towards a prefeasibility analysis.By August 2024,the drilling campaign was completed,and in September,the initial assay results reinforced the districts strong resource potential.In addition,the Comp

121、any has adopted a new strategy to accelerate the development of Halleck Creek,restructuring Wyoming Rare(USA)Inc.with its own capital structure and funding sources.This positions the project to attract U.S.-based investments and partnerships.La Paz Rare Earths Project The La Paz Rare Earths Project,

122、100%owned by the Companys subsidiary La Paz Rare Earth LLC,is located approximately 200 kilometers northwest of Phoenix,Arizona.The project boasts a JORC-compliant resource of 170.6 million tonnes,and its location provides excellent access to key infrastructure.The current resource estimate covers o

123、nly 10.2%of the project area,with further potential identified in exploration targets estimated between 742 and 928 million tonnes.La Paz is notable for its high grades of magnet rare earth elements(NdPr)and scandium,with the added advantage of minimal radioactive elements,an uncommon benefit in rar

124、e earth projects.Metallurgical testing confirmed strong recovery rates of up to 66.4%for TREO and 71.5%for scandium,with very low levels of thorium and uranium.While the La Paz project remains an important part of the Companys portfolio,the focus has shifted to the Halleck Creek Project,given the ex

125、ceptional exploration results and progress achieved over the past year.Nevertheless,La Paz continues to offer substantial long-term potential.25 Details of JORC Resources at 30 June 2024 Halleck Creek Table 1 summarises estimated in-situ resources at Halleck Creek by resource area and category using

126、 a TREO cut-off of 1,000 ppm.Table 1-Estimated Rare Earth Resources at Halleck Creek(1000ppm TREO cut off)Classification Tonnage Grade Contained Material TREO LREO HREO MREO TREO LREO HREO MREO t ppm ppm ppm ppm t t t t Measured 206,716,068 3,720 3,352 370 904 769,018 692,935 76,550 186,836 Indicate

127、d 1,210,173,301 3,223 2,838 349 780 3,899,931 3,434,947 422,124 943,421 Meas+Ind 1,416,889,369 3,295 2,913 352 798 4,668,949 4,127,881 498,674 1,130,257 Inferred 924,698,618 3,041 2,696 339 737 2,812,121 2,493,178 313,187 681,138 Total 2,341,587,986 3,195 2,828 347 774 7,481,070 6,621,059 811,861 1,

128、811,395 Rounded 2,342,000,000 3,195 2,828 347 774 7,481,000 6,621,000 812,000 1,811,000 La Paz Table 2:La Paz Rare Earths Project JORC 2012 Classified Mineral Resource Estimate La Paz Resource Estimate 2012 JORC Mt Grade(%)Contained REE(kg)Contained REE(Mlbs)Inferred 112 0.037 37,586,080 83.3 Indica

129、ted 16.2 0.037 5,436,558 12.1 Total 128.2 0.037 43,022,638 95.4 Resources The information in this report that relates to Mineral Resources and Exploration Results is based on information compiled by Mr Dwight Kinnes and Mr Jim Guilinger.Mr Kinnes and Mr Guilinger are Members of a Recognised Overseas

130、 Professional Organisation included in a list promulgated by the ASX(SME Registered Member of the Society of Mining,Metallurgy and Exploration Inc).Mr Kinnes is employed by American Rare Earths,Ltd.as Chief Technical Officer.Mr Guilinger is Principal of independent consultants World Industrial Miner

131、als LLC.Mr Kinnes and Mr Guilinger have sufficient experience relevant to the style of mineralisation and type of deposits under consideration and to the activity which they are undertaking as a Competent Person.As defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Res

132、ults,Mineral Resources and Ore Reserves.Mr Kinnes and Mr Guilinger consent to the inclusion in this report of the matters based on their information in the form and context that the information appears.American Rare Earths Limited ABN 83 003 453 50326 RISK MANAGEMENT American Rare Earths manages ris

133、ks inherent in its business with the objective of ensuring risks are identified,measured,and managed to an acceptable level.The Executive and management perform risk assessments on activities on a regular basis with a continuous improvement mindset to risk identification,management and mitigation.A

134、summary of key risks groups associated with company are discussed here:Exploration Exploration is a speculative activity with associated risk to discovery.ARR utilises established methodologies and experienced personnel to evaluate prospects and manage the risk associated with exploration.The Compan

135、y also ensures all major exploration decisions are subjected to assurance reviews,including external experts and contractors where appropriate.Regulatory American Rare Earths operates in a highly regulated environment and complies with regulatory requirements.There is a risk that regulatory approval

136、s are withheld,take longer than expected,or unforeseen circumstances arise where requirements may not be adequately addressed in the eyes of the regulator,and costs may be incurred to remediate non-compliance and/or obtain approval(s).Changes in personnel,government,monetary,taxation and other laws

137、in the United States,Australia or internationally may impact the Companys operations.Operating There are several risks associated with operating.The occurrence of any event associated with these risks could result in substantial losses to the Company that may have a material adverse effect on the bu

138、siness of ARR,results of operations and financial condition.To the extent that it is reasonable,ARR mitigates the risk of loss associated with operating events through insurance contracts and management systems.Funding ARRs development appraisal and exploration activities are reliant on access to ad

139、equate funding,and restrictions on this access could have a material adverse effect on the business,results from operations,financial conditions,and prospects.ARRs business and development of our projects rely on access to debt and equity funding.There can be no assurance that sufficient debt or equ

140、ity funding will be available on acceptable terms or at all.ARR endeavours to ensure the best source of funding is obtained to maximise shareholder value,having regard to prudent risk management supported by economic and commercial analysis of all business undertakings.Indemnification and insurance

141、of Directors and Officers The Company has entered into deeds of indemnity with the Directors indemnifying them against certain liabilities and costs to the extent permitted by law.The Company has paid premiums totalling$56,447(2023:$60,733)in respect of Directors and Officers Liability Insurance and

142、 Company reimbursement policies,which covers all Directors and Officers of the Company.The policy conditions preclude the Company from any detailed disclosures.Indemnification of Auditors To the extent permitted by law,the Company has agreed to indemnify its auditors,Hall Chadwick,as part of the ter

143、ms of its audit engagement agreement against claims by third parties arising from the audit(for an unspecified amount).No payment has been made to indemnify Hall Chadwick during or since the financial year.Employees The Consolidated Entity employed 5 employees as at 30 June 2024(2023:7).Corporate Go

144、vernance In recognising the need for the highest standard of corporate behaviour and accountability,the directors of American Rare Earths Limited support and have adhered to the principles of good corporate governance.The Companys corporate governance statement is on our website.Auditor Independence

145、 The directors have received the auditors independence declaration for the year ended 30 June 2024 which is on page 35 and forms part of this directors report.For the year Hall Chadwick have provided non-audit services to the Consolidated Entity in the amount of$11,000(2023:$2,349).27 The directors

146、are satisfied that non-audit services are compatible with the independence requirements of the Corporations Act 2001.The nature and scope of the non-audit services provided has meant that auditor independence was not compromised.Rounding The amounts contained in this report and in the financial repo

147、rt have been rounded to the nearest Australian Dollar(unless otherwise stated)under the option available to the Company under the ASIC Corporations(Rounding in Financial/Directors Reports)Instrument 2016/191.The Company is an entity to which the instrument applies.American Rare Earths Limited ABN 83

148、 003 453 50328 REMUNERATION REPORT-AUDITED This remuneration report outlines the director and executive remuneration arrangements of American Rare Earths Limited in accordance with the requirements of the Corporations Act 2001 and its Regulations Remuneration Committee The Company has a remuneration

149、 committee.The remuneration committee reviews and makes recommendations to the board on remuneration packages and policies applicable to the executive officers and directors of the Company and of other executives of the Group.It is also responsible for share option schemes,incentive performance pack

150、ages,superannuation entitlements,retirement and termination entitlements,fringe benefits policies and professional indemnity and liability insurance policies.The members of the remuneration committee during the year were:Geoff Hill(Chairman)Non-Executive Director Sten Gustafson Non-Executive Directo

151、r F.Creagh OConnor Non-Executive Chairman Resigned 16 November 2023 Richard Hudson Non-Executive Director Ken Traub Non-Executive Director Appointed 22 September 2023 and Resigned 20 June 2024 The remuneration structures explained below are designed to attract suitably qualified candidates,reward th

152、e achievement of strategic objectives and achieve the broader outcome of creation of value for security holders.The remuneration structures take into account a range of factors,including the following:the capability and experience of the key management personnel;the requirement to utilise those skil

153、ls in the furtherance of the Groups strategic objectives;the performance of key management in their particular role;the Groups overall performance;the remuneration levels being paid by competitors for similar positions;and the need to ensure continuity of executive talent and smooth succession plann

154、ing.Remuneration policy The remuneration policy,which sets the terms and conditions for KMP,was developed by the Companys Remuneration Committee and approved by the Board.The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Direct

155、ors and key management of the highest calibre,whilst incurring a cost which is acceptable to shareholders.The remuneration of the Non-Executive Chairman and Directors is paid by fixed sum plus the issue of unlisted options.Remuneration of the Managing Director is a fixed salary package plus short-te

156、rm incentives(STI)and long-term incentives(LTI)linked to Company performance.In respect to executive directors and employees they may participate in a long-term share-option equity plan(the“Plan”).In the 2022 financial year the Company established the Plan for the purpose of providing a long-term eq

157、uity incentive structure to deliver equity-based benefits to the Executive Directors,employees,and contractors.The Board strongly believes that the Plan better aligns the rewards of the key management personnel with the interests of the shareholders.At the Companys Annual General Meeting held on 16

158、November 2023,it was approved to issue:1.2,000,000 options at a deemed issue price of$0.22 to a Director,Mr F C OConnor as remuneration for no cash consideration.The options were issued on 16 November 2023;For the 2024 financial year the key management personnel of the Company consisted of the Direc

159、tors of the Company and its subsidiaries and its Chief Executive Officer.29 When considering the relationship between the Groups Remuneration Policy and the performance of the Group and Executives and the subsequent benefits the performance had on shareholders wealth,the Remuneration Committee had r

160、egard to the following:2024 2023 Net loss($)(6,257,487)(4,846,560)Loss per share(cents)(1.35)(1.11)Dividends/distributions($)-Share price at year end($)0.265 0.145 Market capitalisation($M)130.757 64.731 Director&Key Management Personnel remuneration($)1,527,864 1,244,515 The Remuneration Committee

161、considers that the Groups remuneration policy is appropriate.Non-Executive Directors fees The current maximum aggregate limit for Non-Executive Directors fees is A$1,000,000 per annum.(Limit)If a Non-Executive Director performs extra services which,in the opinion of non-associated Directors,are outs

162、ide the scope of the ordinary duties of the Director,the Company may remunerate that Director on normal commercial terms and conditions no more favourable than those available to other parties.The remuneration would be in addition to the fees referred to above.A non-executive Director is entitled to

163、 be paid travelling and other expenses properly incurred by them in attending Directors or general meetings of the Company or otherwise in connection with the business of the Company.Service agreement Chief Executive Officer Mr D Swartz was appointed CEO of the Company on 1 August 2023.A service agr

164、eement was executed on the same day.Mr Swartzs remuneration under the Agreement is:Base salary of US$350,000 per annum.Subject to the ASX Listing Rules and as determined by the Companys Board,Mr Swartz is further entitled to participate in the Companys short-term incentive(STI)and long-term incentiv

165、e(LTI)scheme.On 1 August 2024,he ceased employment as CEO.Directors and Officers insurance and indemnity During the financial year,as provided for under the Companys Constitution,the Company paid an insurance premium,insuring the Companys Directors and Officers against liabilities not prohibited fro

166、m insurance by the Companies Act 1993.Details of remuneration Details of the remuneration and benefits of the Directors and key management personnel for the current and prior financial year are.Details of Key Management Personnel Directors Name Position FC OConnor Non-Executive Chairman(Retired 16 N

167、ovember 2023)G Hill Non-Executive Director C Gibbs Non-Executive Director M Sanderson Non-Executive Director S Gustafson Non-Executive Director R Hudson Non-Executive Director K Traub Non-Executive Director Appointed 18 August 2023(Retired 20 June 2024)P Zink Non-Executive Director Appointed 21 Augu

168、st 2023(Retired 30 June 2024)J Mansanti Non-Executive Director Appointed 21 August 2023 Key management personnel are those directly accountable and responsible for the operational management and strategic direction of the Company and the Group.Name Position D Swartz CEO Appointed 1 August 2023 Ameri

169、can Rare Earths Limited ABN 83 003 453 50330 Details of the nature and amount of each element of the remuneration of Directors and other Key Management Personnel of the Company during the financial year are:Short-Term Employee Benefits Post-Employment Share Based Payments Proportion of Remuneration

170、Performance Related Value of Share-Based Payments as a Proportion of Remuneration Year Salary&Fees Bonus Super-annuation Benefits Shares Options Total Key Management Personnel$%FC OConnor5 2024 14,167-102,359 116,526-87.8 2023 37,500-37,500-G Hill 2024 33,761 -33,761 -2023 20,000-20,000-C Gibbs10 20

171、24 226,335-2,614-228,949-2023 322,499-27,447-265,457 615,403 43.1 43.1 M Sanderson2,3 2024 290,801-290,801 2023 202,119-202,119-S Gustafson2 2024 46,258-46,258-2023 59,806-59,806-R Hudson 2024 31,760-1,899-33,659-2023 22,624-2,376-139,876 164,876-84.8 K Traub6 2024 76,263-64,519 140,782-45.8 P Zink7

172、 2024 44,953-64,519 109,472-58.9 J Mansanti8 2024 41,547-64,519 106,066-60.8 D Swartz9 2024 250,000-171,590 421,590 40.7 40.7 C McAllister12 2023 141,478-141,478-D Geldard4 2023 3,333-3,333-Total 2024 1,055,845-4,513-467,506 1,527,864 11.2 30.60 2023 809,359-29,823-405,333 1,244,515 32.6 32.6 1.On 2

173、9 June 2023,Mr Clarence McAllister retired from the board and received a termination payment being 6-months payment in lieu$22,275).No other termination payments,bonuses or long-term benefits have been paid or accrued for any other director or key management personnel in the year ended 30 June 2023.

174、2.The following Directors received payments in 2023 in respect to the cancellation of unlisted options held in wholly owned subsidiary Western Rare Earth LLC-C McAllister$74,653,M Sanderson$30,106 and S Gustafson$30,106.3.On 6 January 2023,Ms Melissa Sanderson transitioned to an executive role withi

175、n the Group as President of North American Operations.4.On 31 August 2022,Mr Dennis Geldard retired from the board.5.On 16 November 2023 Mr FC OConnor retired from the board 6.Mr Traub was appointed to the board on 18 August 2023 and retired on 20 June 2024.7.Mr Zink was appointed to the board on 21

176、 August 2023 and retired on 30 June 2024.8.Mr Mansanti was appointed to the board on 21 August 2023.9.Mr Swartz was appointed as CEO on 1 August 2023.10.10.Mr Gibbs resigned as CEO on 31 August 2023 and continued as a Non-Executive Director.31 Equity Instruments held by Key Management Personnel The

177、number of shares and options over shares in the Company held during the financial year by each Director of and each of the other key management personnel,including their personally related entities,are set out below:Movement in Shareholdings held by Key Management Personnel 1 Held at 30 June 2023 Ot

178、her Changes During the Year Held at 30 June 2024 2024 Directors and Key Management FC OConnor2-G Hill 79,773,392(1,800,000)77,973,392 C Gibbs 3,500,000-3,500,000 M Sanderson-S Gustafson-R Hudson 300,000-300,000 K Traub3-P Zink4-J Mansanti5-D Swartz6 CEO-Total 83,573,392(1,800,000)81,773,392 Held at

179、30 June 2022 Other Changes During the Year Held at 30 June 2023 2023 Directors and Key Management FC OConnor -G Hill 78,897,392 876,000 79,773,392 C Gibbs 1,500,000 2,000,000 3,500,000 C McAllister7 -M Sanderson-S Gustafson-R Hudson8-300,000 300,000 D Geldard9 4,818,475(4,818,475)9-Total 85,215,867(

180、1,642,475)83,573,392 1 Held directly and in-direct 2 F C OConnor retired on 16 November 2023 3K Traub was appointed on 18 August 2023 and retired on 20 June 2024 4P Zink was appointed on 21 August 2023 and retired on 30 June 2024 5J Mansanti was appointed on 21 August 2023 6 D Swartz was appointed C

181、EO on 1 August 2023 7 C McAllister retired on 29 June 2023 8 R Hudson was appointed on 8 February 2022 9 D Geldard retired 31 August 2022 No shares were granted as remuneration during the year ending 30 June 2024.American Rare Earths Limited ABN 83 003 453 50332 Compensation options:Granted and vest

182、ed during the year There was a total of 11,500,000 options issued as remuneration during 2024.The balances and movements of the options held by the Directors and key management personnel are:Number of Options 2024 Vested Quoted Expiry Date Exercise Price Opening 1 July 2023 Issued Expired Exercised

183、Closing 30 June 2024 FC OConnor(Resigned 16 November 2023)Yes No 30/11/2026$0.10 3,000,000-3,000,000 16/11/2026$0.22-2,000,000-2,000,000 GG Hill Yes No 30/11/2024$0.20 2,000,000-2,000,000 C Gibbs Partial No 6/12/2024$0.20 1,500,000-1,500,000 7/12/2025$0.40 5,000,000 5,000,000 7/12/2027$0.47 5,000,00

184、0 5,000,000 M Sanderson Yes No 8/11/2024$0.20 2,000,000-2,000,000 S Gustafson Yes No 8/11/2024$0.20 2,000,000-2,000,000 R Hudson Yes No 5/12/2025$0.40 2,000,000-2,000,000 D Swartz Partial No 1/8/2026$0.22-5,000,000-5,000,000 K Traub Yes No 17/8/2026$0.22-1,500,000-1,500,000 P Zink Yes No 17/8/2026$0

185、.22-1,500,000-1,500,000 J Mansanti Yes No 17/8/2026$0.22-1,500,000-1,500,000 22,500,000 11,500,000-34,000,000 2023 Vested Quoted Expiry Date Exercise Price Opening 1 July 2022 Issued Expired Exercised Closing 30 June 2023 FC OConnor Yes No 30/11/2026$0.10 3,000,000-3,000,000 GG Hill Yes No 30/11/202

186、4$0.20 2,000,000-2,000,000 C Gibbs Partial No 6/12/2024 7/12/2025 7/12/2027$0.20$0.40$0.47 1,500,000-5,000,000 5,000,000-1,500,000 5,000,000 5,000,000 C McAllister(Resigned 29 June 2023)Yes No 30/11/2024$0.20 2,000,000-2,000,000 M Sanderson Yes No 8/11/2024$0.20 2,000,000-2,000,000 S Gustafson Yes N

187、o 8/11/2024$0.20 2,000,000-2,000,000 R Hudson Yes No 5/12/2025$0.40-2,000,000-2,000,000 D Geldard (Resigned 31 August 2022)Yes No 30/11/2024$0.20 2,000,000-2,000,000 14,500,000 12,000,000-26,500,000 33 Loans to Key Management Personnel There were no loans to key management personnel during the year.

188、Transactions with Related Entities Amounts charged to a director related entity for share of office rental and use of office facilities during the year was$36,203(2023:$39,343).Purchase of Financial Assets acquired on behalf of the Company was$259,258(2023:$nil).End of remuneration report Audited.Si

189、gned in accordance with a resolution of the directors Richard Hudson Chairman 26 September 2024 Chris Gibbs Director 26 September 2024 American Rare Earths Limited ABN 83 003 453 5033435 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024 Consolidated Note 2024 A$2023 A$Co

190、ntinuing operations Administrative,exploration and other expenses 3(6,038,193)(4,124,771)Other income/(loss)2(219,294)(721,789)Income tax expenses 4-(Loss)for the year (6,257,487)(4,846,560)Other comprehensive income Items that may be reclassified to profit or loss Foreign currency translation diffe

191、rences 98,281 125,176 Total other comprehensive income 98,281 125,176 Total(losses)/comprehensive income to members of the parent entity (6,159,206)(4,721,384)Losses/earnings per Share Cents per share Cents per share Continued operations:Basic(loss)/earning 22(1.35)(1.11)Diluted(loss)/earning 22(1.3

192、5)(1.11)The accompanying notes form part of these consolidated financial statements.36 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024 Consolidated Note 2024 A$2023 A$ASSETS Current assets Cash and cash equivalents 16,299,550 12,485,220 Other receivables 5 26,833 76,269 Prepayments 2

193、2,537 75,628 Financial assets 10 3,223,734 -Total current assets 19,572,654 12,637,117 Non-current assets Property,plant and equipment 6 132,422 89,008 Right-of-use assets 7 335,453 109,043 Exploration and evaluation assets 8 12,773,702 8,682,600 Security deposits 9 300,163 240,683 Financial assets

194、10 905,339 4,156,206 Total non-current assets 14,447,079 13,277,540 Total assets 34,019,733 25,914,657 LIABILITIES Current liabilities Trade and other payables 11 592,950 525,224 Provisions 26,605 74,430 Lease liabilities 12 170,390 63,854 Total current liabilities 789,945 663,508 Non-current liabil

195、ities Lease liabilities 12 171,667 52,301 Total non-current liabilities 171,667 52,301 Total liabilities 961,612 715,809 Net assets 33,058,121 25,198,848 EQUITY Share capital 13 46,687,101 34,010,645 Options reserves 14 3,381,350 2,265,650 Foreign currency reserve 204,779 106,498 Accumulated Losses

196、(17,215,109)(11,183,945)Total equity 33,058,121 25,198,848 The accompanying notes form part of these consolidated financial statements.37 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024 Consolidated Share capital Options reserve Accumulated losses Foreign currency transla

197、tion Total equity A$A$A$A$A$2024(Note 13)(Note 14)Equity at beginning of year 34,010,645 2,265,650(11,183,945)106,498 25,198,848 Loss for the year-(6,257,487)-(6,257,487)Share based payments-928,539-928,539 Share issue net of costs 12,160,045-12,160,045 Options issued to consultant-529,956-529,956 S

198、hare issues on exercising options 516,411(116,472)-399,939 Options cancelled-(226,323)226,323-Exchange difference arising on foreign operations-98,281 98,281 Movement in equity for the year 12,676,456 1,115,700(6,031,164)98,281 7,859,273 Equity at end of year 46,687,101 3,381,350(17,215,109)204,779

199、33,058,121 2023 Equity at beginning of year 20,828,812 1,550,811(6,359,850)(18,678)16,001,095 Loss for the year-(4,846,560)-(4,846,560)Share based payments-520,729-520,729 Share issue net of costs 13,181,833(175,225)-13,006,608 Options issued to consultant-391,800-391,800 Options cancelled-(22,465)2

200、2,465-Exchange difference arising on foreign operations-125,176 125,176 Movement in equity for the year 13,181,833 714,839(4,824,095)125,176 9,197,753 Equity at end of year 34,010,645 2,265,650(11,183,945)106,498 25,198,848 The accompanying notes form part of these consolidated financial statements.

201、American Rare Earths Limited ABN 83 003 453 50338 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024 Consolidated Note 2024 A$2023 A$Cash flows from operating activities Interest received 480,825 398,146 Other amounts received 163,574 -Interest paid on lease liabilities (25,384)(9,

202、556)Payments to suppliers and employees (4,753,880)(3,579,170)Net cash(applied to)operating activities 19(4,134,865)(3,190,580)Cash flows from investing activities Exploration and evaluation expenditure (3,994,082)(3,595,671)Payment for plant,property and equipment (55,704)(80,256)Purchase of invest

203、ments (1,087,823)(232,000)Proceeds from investments 180,000 -Proceeds from sale of financial assets 1,499 -Security deposits paid (59,480)(170,956)Net cash(applied to)investing activities (5,015,590)(4,078,883)Cash flows from financing activities Issue of shares 13,900,000 14,362,375 Share issue cos

204、ts (810,060)(963,967)Repayment of lease liabilities (125,155)(57,206)Net cash provided from financing activities 12,964,785 13,341,202 Net increase in cash and cash equivalents held 3,814,330 6,071,739 Effects of exchange rate changes -73,939 Cash and cash equivalents at the beginning of the year 12

205、,485,220 6,339,542 Cash and cash equivalents at the end of the year 16,299,550 12,485,220 Cash comprises:Cash at bank 16,299,550 12,485,220 The accompanying notes form part of these consolidated financial statements.39 NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1.Statement of

206、 material accounting policies Reporting entity:American Rare Earths Limited(ARR or Company)is a profit-oriented company incorporated in Australia registered under the Corporations Act 2001 and listed on the Australian Securities Exchange(ASX).The group consists of American Rare Earths Limited and it

207、s 100%owned subsidiaries(the“Group”)as at 30 June 2024.A list of the subsidiaries is provided in Note 22.These financial statements comprise the consolidated financial statement of the Group.Intercompany transactions,balances and unrealised gains or losses on transactions between Group entities are

208、fully eliminated on consolidation.The Company and its subsidiaries are engaged in minerals exploration.The Directors authorised these financial statements for issue on 26 September 2024.Statement of compliance:These financial statements have been prepared in accordance with the International Financi

209、al Reporting Standards(IFRS)and other applicable financial reporting standards,as appropriate for-profit oriented entities.Measurement base:The accounting principles adopted are those recognised as appropriate for the measurement and reporting of financial performance and financial position on the h

210、istorical cost basis modified by the revaluation of certain assets.The accruals basis of accounting has been used unless otherwise stated and the financial statements have been prepared on a going concern basis.Reporting currency:The functional and presentation currency is Australian dollars(A$).Mat

211、erial accounting policies:The following accounting policies which materially affect the measurement of profit and financial position have been applied:Going Concern The financial report has been prepared on a going concern basis.The Group had a net loss of A$6,257,487 and had operating cash outflows

212、 of A$4,134,865 for the year ended 30 June 2024.As at 30 June 2024,the Group has cash and cash equivalents of A$16,299,550,net current assets of A$18,782,709,financial assets of A$4,129,073 and net assets of A$33,058,121.Management believes that current cash levels are sufficient to fund ongoing adm

213、inistration and budgeted exploration.In the event additional exploration activities are undertaken,there may be a requirement to raise capital.Directors believe that the going concern basis of preparation is appropriate due to the following reasons:The Group has cash and financial assets of A$20,428

214、,623 in total and;The current cash levels are sufficient to fund ongoing administration and budgeted exploration activities.Should the Group be unable to continue as a going concern,it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business,

215、and at amounts that differ from those stated in the financial statements.The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessa

216、ry should the Group be unable to continue as a going concern.American Rare Earths Limited ABN 83 003 453 50340 Material accounting policies The following accounting policies which materially affect the measurement of profit and financial position have been applied:(a)Current versus non-current class

217、ification:The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.An asset is current when it is:Expected to be realised or intended to be sold or consumed in the normal operating cycle;Held primarily for the purpose of trading;and

218、 Expected to be realised within twelve months after the reporting period;or Cash or cash equivalent,unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period The Group classifies all other assets as non-current.A liability is current w

219、hen:It is expected to be settled in the normal operating cycle;It is held primarily for the purpose of trading;It is due to be settled within twelve months after the reporting period;and There is no unconditional right to defer the settlement of the liability for at least twelve months after the rep

220、orting period.The Group classifies all other liabilities as non-current.(b)Fair value measurement:The Group measures financial instruments such as derivatives and non-financial assets at fair value at each balance sheet date.Fair value is the price that would be received to sell an asset or paid to

221、transfer a liability in an orderly transaction between market participants at the measurement date.The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:In the principal market for the asset or liability,or In the a

222、bsence of a principal market,in the most advantageous market for the asset or liability.The principal or the most advantageous market must be accessible by the Group.The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fa

223、ir value,maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized using the fair value hierarchy,described as follows based on the lowest level i

224、nput that is significant to the fair value measure as a whole:Level 1 quoted(unadjusted)market prices in active markets for identical assets or liabilities;Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observ

225、able and Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.For the purpose of fair value disclosures,the Group has determined classes of assets and liabilities on the basis of the nature,characteristics and risks of the as

226、set or liability and the level of the fair value hierarchy,as explained above.(c)Revenue recognition:The standard provides a single comprehensive model for revenue recognition.The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or ser

227、vices to customers at an amount that reflects the 41 consideration to which the entity expects to be entitled in exchange for those goods or services.The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of the transaction p

228、rice.This is described further in the accounting policies below.Credit risk is presented separately as an expense rather than adjusted against revenue.Contracts with customers are presented in an entitys statement of financial position as a contract liability,a contract asset,or a receivable,dependi

229、ng on the relationship between the entitys performance and the customers payment.Customer acquisition costs and costs to fulfil a contract can,subject to certain criteria,be capitalised as an asset and amortised over the contract period.(d)Research and development tax incentive:incentive is recognis

230、ed where there is reasonable assurance that the incentive will be received,and all attached conditions will be complied with.When the incentive relates to an expense item,it is recognized as income on a systematic basis over the periods that the related costs,for which it is intended to compensate,a

231、re expensed.When the incentive relates to an asset,it is recognised as income in equal amounts over the expected useful life of the related asset.(e)Foreign currencies:The functional and presentation currency is Australian dollars.Monetary assets and liabilities in foreign currencies are translated

232、into Australian currency at the closing rates of exchange.Transactions in foreign currencies are converted into Australian currency at the rate of exchange ruling at the date of receipt or payment.All exchange variations are included in the statement of comprehensive income.(f)Income tax:The income

233、tax benefit(expense)for the year comprises current income tax benefit(expense)and deferred tax benefit(expense).Current income tax benefit(expense)credited(charged)to profit or loss is the tax receivable(payable)on taxable income.Current tax liabilities(assets)are measured at the amounts expected to

234、 be paid to(recovered from)the relevant taxation authority.Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the years,as well as unused tax losses.The credit(charge)for current income tax benefit(expense)is based on the profit(loss)for t

235、he year adjusted for any non-assessable or disallowed items.It is calculated using the tax rates that have been enacted,or are substantially enacted,by the reporting date.Deferred tax is accounted for using the balance sheet method in respect of temporary differences arising between the tax bases of

236、 assets and liabilities and their carrying amounts in the financial statements.Current and deferred income tax expense(income)is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.Except for business combinations,no deferred income tax

237、 is recognised from the initial recognition of an asset or liability,where there is no effect on accounting or taxable profit or loss.Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled an

238、d their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable pr

239、ofit will be available against which the benefits of the deferred tax asset can be utilised.Where temporary differences exist in relation to investments in subsidiaries,branches,associates,and joint ventures,deferred tax assets and liabilities are not recognised where the timing of the reversal of t

240、he temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement

241、of the respective asset and liability will occur.Deferred tax assets and liabilities are offset where:(a)a legally enforceable right of set-off exists;and(b)the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or diffe

242、rent taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.(g)Financial instrum

243、ents:American Rare Earths Limited ABN 83 003 453 50342 Financial instruments recognised in the consolidated statement of financial position include cash at bank,receivables,payables and borrowings.Receivables and payables are initially recorded at fair value and subsequently amortised using the effe

244、ctive interest method.Borrowings are initially recorded at fair value net of transaction costs and subsequently at amortised cost using the effective interest method.Borrowing costs are recognized as an expense in the period incurred.The Companys promissory note receivable is measured at fair value

245、using market rates for comparable transactions.Judgment is required in determining market and comparable lending or discount rates.A fair value measurement of an asset using a present value technique captures an estimate of future cash flows,expectations about possible variations in the amount and t

246、iming of the cash flows,the time value of money(risk-free rate),a risk premium,and other factors that market participants would take into account in the circumstances.The Company has no off-balance sheet financial instruments.The consolidated entity has adopted IFRS 9 to classify and measure financi

247、al assets.A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest.A debt investment shall be measured at fair val

248、ue through other comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value.All other fi

249、nancial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments(that are not held-for-trading or contingent consideration recognised in a business combination)in o

250、ther comprehensive income(OCI).Despite these requirements,a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce the effect of,or eliminate,an accounting mismatch.For financial liabilities designated at fair value through profit or loss,the standar

251、d requires the portion of the change in fair value that relates to the entitys own credit risk to be presented in OCI(unless it would create an accounting mismatch).Impairment requirements use an expected credit loss(ECL)model to recognise an allowance.Impairment is measured using a 12-month ECL met

252、hod unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted.For receivables,a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available.(h)Prospecting c

253、osts:Acquisition,exploration and development expenditure on exploration and mining tenements is initially recorded at cost.Exploration and evaluation costs are capitalised as deferred expenditure.In the event where exploration demonstrates a tenement is no longer prospective for economically recover

254、able reserves,or the exploration licence is relinquished,the value or cost of the tenement is immediately recognised as an expense in the statement of comprehensive income.Prospecting costs are expected to be recovered from future mining revenues.The recoverability of the exploration and evaluation

255、asset is contingent upon future events,such as technical success and commercial development,sale of the area of interest,the results of further exploration,agreements entered into with other parties,and also upon meeting commitments under the terms of the tenement licences.(i)Mining tenements:When a

256、 tenement is assessed as capable of sustaining commercial mining operations,capitalised exploration and evaluation expenditure is reclassified as assets under construction and is disclosed as a component of property,plant and equipment.All subsequent development expenditure,net of any proceeds from

257、ore sales during the development stage,is capitalised and classified as assets under construction.On completion of development,the value or cost of accumulated exploration and development costs will be reclassified as other mineral assets and amortised on the basis of units of production over the ex

258、pected productive life of the mine.Provision is made for any estimated future rehabilitation and reinstatement costs following mining.These costs will be amortised over the life of the mine.(j)Impairment of non-financial assets:The Group assesses at each reporting date,whether there is an indication

259、 that an asset may be impaired.If any indication exists,or when annual impairment testing for an asset is required,43 the Group estimates the assets recoverable amount.An assets recoverable amount is the higher of an assets or CGUs(cash generating units)fair value less costs of disposal and its valu

260、e in use.The recoverable amount is determined for an individual asset,unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets.When the carrying amount of an asset or CGU exceeds its recoverable amount the asset is considered impaired

261、 and is written down to its recoverable amount.In assessing value in use,the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.In determining fair val

262、ue less costs of disposal,recent market transactions are taken into account.If no such transaction can be identified,an appropriate valuation model is used.These calculations are corroborated by valuation multiples,quoted share prices for publicly traded companies or other available fair value indic

263、ators.(k)Cash and cash equivalent:cash and cash equivalent in the statement of financial position comprise cash at banks and on hand and at call deposits,which are subject to an insignificant risk of changes in value.(l)Segment information:Operating segments are reported if:Revenue is 10%or more of

264、combined operating segment revenues;The absolute value of profit or loss is greater than 10%of the combined reported profits or losses of all operating segments,whichever is greater;Assets are 10%or more of combined assets of all operating segments;or Information about the segment would be useful to

265、 users of the financial statements.(m)Share capital:Ordinary shares and options are classified as equity.Direct costs of issuing shares and options are deducted from the proceeds of the issue.(n)Property,plant,and equipment:The Group has one class of property,plant and equipment Computer and office

266、equipment.All property,plant and equipment is initially recorded at cost.When an item of property,plant and equipment is disposed of,any gain or loss is recognised in profit or loss and is calculated as the difference between the sale price and the carrying value of the item.Depreciation is provided

267、 for on a straight-line basis on all plant and equipment at depreciation rates calculated to allocate the assets cost or valuation less estimated residual value over their estimated useful lives.Leased assets are depreciated over the shorter of the unexpired period of the lease and the estimated use

268、ful life of the assets.Major depreciation periods are:Computer and office equipment 4 to 5 years(o)Cashflows:For the purpose of the statement of cash flows,cash includes cash on hand and deposits held on term deposit or at call with banks.(p)Goods and service tax:All amounts are shown exclusive of G

269、oods and Service Tax(GST),except for receivables and payables that are stated inclusive of GST.The net amount of GST recoverable from,or payable to,the Australian Taxation Office(ATO)is included as part of the receivables or payables balance in the statement of financial position.(q)Lease liabilitie

270、s:A lease liability is recognised at the commencement date of a lease.The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease,discounted using the interest rate implicit in the lease or,if that rate cannot be readily determined,the

271、 Groups incremental borrowing rate.Lease payments comprise of fixed payments less any lease incentives receivable,variable lease payments that depend on an index or a rate,amounts expected to be paid under residual value guarantees,exercise price of a purchase option when the exercise of the option

272、is reasonably certain to occur,and any anticipated termination penalties.The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.Lease liabilities are measured at amortised cost using the effective interest method.The carrying amount

273、s are re-measured if there is a change in the following:future lease payments arising from a change in an index or a rate used;residual guarantee;lease term;certainty of a purchase option and termination penalties.When a lease liability is re-measured,an adjustment American Rare Earths Limited ABN 8

274、3 003 453 50344 is made to the corresponding right-of use asset,or to profit or loss if the carrying amount of the right-of-use asset is fully written down.(r)(Losses)/Earnings per share:The Company presents basic and diluted(losses)earnings per share(EPS)data for its ordinary shares.Basic EPS is ca

275、lculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year,adjusted for own shares held.Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and

276、the weighted average number of ordinary shareholders outstanding,adjusted for shares held for the effects of all dilutive potential ordinary shares which comprise share options.(s)Consolidation:The consolidated financial statements incorporate the financial statements of the Company and all subsidia

277、ries over which the Company has the power to control the financial reporting and operating policies.The purchase method is used to prepare the consolidated financial statements,which involves adding together like terms of assets,liabilities,income and expenses on a line-by-line basis.All significant

278、 intercompany transactions are eliminated on consolidation.In the Companys separate financial statements,the investment in subsidiaries is stated at cost less any impairment losses.(t)Restoration and rehabilitation provisions:For any close-down restoration and environmental clean-up costs from explo

279、ration programs,a provision will be made in the accounting period when the related disturbance occurs,based on the net present value of estimated future costs.(u)Provision for employee entitlements:Provision is made in the accounts for obligations in respect of annual leave entitlements not taken by

280、 employees at balance sheet date.(v)Share-based payments:The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.The cost is recognised in employee benefits expense,together with a corresponding increase in equit

281、y over the period in which the service and,where applicable,the performance conditions are fulfilled(the vesting period).The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the

282、 Groups best estimate of the number of equity instruments that will ultimately vest.The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.Use of estimates and judgements The preparatio

283、n of financial statements in conformity with IFRS requires management to make judgements,estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,liabilities,income and expenses.Where material,information on significant assumptions and estimates

284、 is provided in the relevant accounting policy or will be provided in the relevant Note.The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances.Subsequent actual results may differ from these est

285、imates.The estimates and underlying assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future periods affected.Judgement and estimation uncertainty The effect of judgement is greatest in the assessme

286、nt of impairment to capitalised exploration expenditure.Directors have reviewed facts and circumstances surrounding the capitalised exploration expenditure and have impaired those assets which no longer have any value.New and amended standards and interpretations:The Group has adopted all the new or

287、 amended Accounting Standards and Interpretations under the International Financial Reporting Standards(“IFRS”)that are mandatory for the current reporting period.45 2.Other Income/(Loss)Consolidated Other Income/(Loss)2024 A$2023 A$Interest received 480,825 409,555 Other income 175,044 66,604 Profi

288、t on disposal of financial assets 743 -Fair value adjustments on equity instruments (934,200)(1,329,959)Fair value gain on derivatives -58,072 Realised gain on foreign exchange 58,294 73,939 Total Other Income/(Loss)(219,294)(721,789)3.Administrative,exploration and other expenses Consolidated 2024

289、A$2023 A$Auditors remuneration (51,500)(152,130)Accounting,company secretarial and legal (568,903)(193,805)Consulting fees (434,958)(341,181)Directors fees (451,056)(353,106)Share based payment expenses (928,539)(520,729)Depreciation (136,937)(89,673)Salaries and related expenses (1,548,636)(1,055,0

290、30)Listing and registry (186,652)(179,431)Marketing and promotion (207,653)(130,932)Other administrative and exploration expenses (1,136,229)(819,368)Investor relations (361,746)(279,830)Interest paid on lease liabilities (25,384)(9,556)Total administrative and exploration expenses (6,038,193)(4,124

291、,771)American Rare Earths Limited ABN 83 003 453 50346 4.Taxation Consolidated 2024 A$2023 A$(Loss)for the year before income tax (6,257,487)(4,846,560)Prima facie income tax benefit/(expense)at 30%(2023:25%)1,877,246 1,211,640 Subtract effect of permanent differences (1,248,845)(508,761)628,401 702

292、,879 Temporary differences (92,176)(207,753)Income tax benefit/(expense)536,225 495,126 Prior year tax under-provided -Income tax benefit recognised/(not recognised)(536,225)(495,126)Income tax expense recognised -Deferred tax and income tax benefits are not recognised unless future taxable income i

293、s probable.The Company has established that the business operations and the central management and control are currently in Australia.It follows that in accordance with the double tax agreement between Australia and New Zealand,the Company is treated as a resident of Australia.Losses accrued in Aust

294、ralia will be available to offset future taxable income only if:(a)The Company derives future assessable income of a nature and amount sufficient to offset the losses.(b)The Company continues to comply with the conditions for deductibility imposed by the Law;and(c)There are no changes in the legisla

295、tion that would adversely affect the deductibility of the losses.From 1 July 2014,the Company is part of a consolidated tax group.Carried forward losses of the Group are A$8,350,289(2023:A$6,562,870).5.Receivables Consolidated 2024 A$2023 A$GST refundable 25,823 44,731 Other receivables:-miscellaneo

296、us receivables 1,010 31,538 26,833 76,269 The Company has assessed historical,current,and future looking information on factors that may affect the ability for receivables to be settled.All receivable assets are within the contracted terms,and any financial consequences from a default is deemed imma

297、terial.As such no loss allowance is recognised.47 6.Property,Plant and Equipment Consolidated 2024 A$2023 A$Computers and office equipment Opening balance 89,008 36,115 Additions 55,704 80,256 Depreciation (12,290)(27,363)Total computer and office equipment 132,422 89,008 7.Right-of-use assets:offic

298、e leases and motor vehicle Consolidated 2024 2023 A$A$Opening balance 109,043 171,353 Additions 351,057 -Depreciation (124,647)(62,310)Total right-of-use assets 335,453 109,043 Additional information on right-of-use assets:Office lease (i)Depreciation charge (124,647)(62,310)(ii)Income on sub-leasin

299、g 34,757 33,381 (iii)Total cash outflow on lease (125,155)(57,206)(iv)Interest paid on lease liabilities (25,384)(9,556)8.Exploration and evaluation assets Consolidated 2024 2023 A$A$Prospecting costs and mining tenements Balance at the beginning of the year 8,682,600 4,897,590 Exploration and evalu

300、ation expenses 3,994,082 3,595,671 Exchange difference 97,020 189,339 Balance at year end 12,773,702 8,682,600 Prospecting expenditure including exploration and evaluation expenditure is recorded as a non-current asset and carried at historic cost less any adjustment for impairment.The ultimate reco

301、very of the carrying amount in the exploration and evaluation expenditure is dependent on the establishment of economic operations or the realisation of the Groups economic interest in the relevant mining tenements.In accordance with IFRS 6,management has verified that there are no facts and circums

302、tances that may suggest that the carrying value of the exploration and evaluation asset may exceed its recoverable amount.American Rare Earths Limited ABN 83 003 453 50348 9.Security deposits Consolidated 2024 A$2023 A$Security deposits for tenements 300,163 240,683 10.Financial assets Consolidated

303、2024 A$2023 A$Current 5-year promissory note at fair value 3,223,734 -Non-currrent Shares in listed entities at fair value 905,339 1,165,999 5-year promissory note at fair value -2,990,207 905,339 4,156,206 The 5-year promissory note has a face value of A$3,000,000 maturing on 17 January 2025.Intere

304、st totalling A$359,652 is also payable at maturity accruing at a rate of 6%per annum commencing from 17 January 2023.The note was measured at fair value using a present value technique capturing an estimate of future cash flows(including accrued interest),expectations about possible variations in th

305、e amount and timing of the cash flows,the time value of money(risk-free rate),a risk premium,and other factors that market participants would take into account in the circumstances.The discount amount remaining as at 30 June 2024 is A$135,918(2023:A$369,445).11.Trade and other payables Consolidated

306、2024 A$2023 A$Trade payables 196,432 410,992 Other payables and accrued expenses 396,518 114,232 592,950 525,224 12.Lease liabilities Consolidated 2024 A$2023 A$Current liabilities 170,390 63,854 Non-current liabilities 171,667 52,301 Total Lease liabilities 342,057 116,155 Sydney office lease renew

307、ed 1 April 2022 for 36 months at A$7,000 per month indexed annually at 3.25%.Denver office lease initiated 31 August 2023 for 38 months with rent incentive for first two months and fixed at 1.89%per annum.Motor vehicle lease was initiated 30 May 2024 for 5 years at 5.85%per annum with first payment

308、due July 2024.49 13.Issued share capital Consolidated 2024 A$2023 A$493,423,299 ordinary shares(2023:446,423,299)46,687,101 34,010,645 Movement in share capital No.of shares A$Share capital at 30 June 2022 395,704,936 20,828,812 Movements during the year ended 30 June 2023:Shares issued from placeme

309、nt 23 August 2022 48,275,863 14,000,000 Shares issued from placement 8 December 2022 2,000,000 296,000 Shares issued on exercising options 442,500 241,600 Shares issue costs-(1,355,767)Share capital at 30 June 2023 446,423,299 34,010,645 Movements during the year ended 30 June 2024:Shares issued fro

310、m placement 23 February 2024 45,000,000 13,500,000 Shares issued on exercising options 2,000,000 516,411 Shares issue costs-(1,339,955)Share capital at 30 June 2024 493,423,299 46,687,101 American Rare Earths Limited ABN 83 003 453 50350 Terms and Conditions Holders of ordinary shares are entitled t

311、o receive dividends,as declared from time to time,and are entitled to one vote per share at shareholders meetings.In the event of winding up of the Company,ordinary shareholders rank after all creditors and are entitled to any proceeds of liquidation.Ordinary shares have no par value and the Company

312、 has an unlimited amount of authorised capital.Capital Management Management controls the capital of the Company in order to provide capital growth to shareholders and ensure the Company can fund its operations and continue as a going concern.The Companys capital includes ordinary share capital,rese

313、rves and accumulated losses as disclosed in the Statement of Financial Position.There are no externally imposed capital requirements.Management effectively manages the Companys capital by assessing the Companys financial risks and adjusting its capital structure in response to changes in these risks

314、 and the market.These responses include the management of share issues.There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.15.Accumulated losses Consolidated 2024 A$2023 A$Balance at the beginning of the year (11,183,945)(6,359,85

315、0)(Loss)for the year (6,257,487)(4,846,560)Transfer from option reserve 1 226,323 22,465 Balance at the end of the year (17,215,109)(11,183,945)1 Upon expiry or cancellation of options,the balance of the share-based payments reserve relating to those options is transferred to accumulated losses.51 1

316、6.Related parties Refer to Note 17 and the remuneration report contained in the directors report for details of remuneration paid or payable to each member of the Groups key management personnel for the year ended 30 June 2024.Amounts due to directors related entities as at balance date was A$Nil(20

317、23:A$Nil)No related party debts were written off during the year.Amounts charged to a director related entity for share of office rental and use of office facilities during the year$36,203(2023:$39,343).Entity relating to 2024 A$2023 A$GG Hill 36,203 39,343 Purchase of Financial Assets acquired on b

318、ehalf of the Company:GG Hill 259,258 -Amounts due from directors related entities as at balance date was A$Nil(2023:A$Nil).17.Key management personnel Consolidated 2023 A$2023 A$Short-term benefits 1,055,845 809,359 Post-employment benefits 4,513 29,823 Share based payments 467,506 405,333 1,527,864

319、 1,244,515 Remuneration of employees:The number of employees who are not Directors and whose remuneration and benefits exceeded A$100,000 during the financial year,was 4(2023:1).18.Share-based payments At the Companys Annual General Meeting held on 16 November 2023,it was approved to issue:2,000,000

320、 options at a strike price of$0.22 to Director FC OConnor as remuneration for no cash consideration.The options were issued on 16 November 2023;1,500,000 options at a strike price of$0.22 were issued to Mr K Traub as remuneration for no cash consideration.The options were issued on 18 August 2023;1,

321、500,000 options at a strike price of$0.22 to Director P Zinc as remuneration for no cash consideration.The options were issued on 21 August 2023;1,500,000 options at an issue price of$0.22 to Director J Mansanti as remuneration for no cash consideration.The options were issued on 21 August 2023;8,00

322、0,000 options at a strike price of$0.22 were issued to US domiciled executives of the Company.The vesting of the options is subject to continued employment in addition to performance hurdles where appropriate.The options were issued on 16 November 2023.3,894,223 options were cancelled due to conditi

323、ons not being satisfied in respect to continued employment.American Rare Earths Limited ABN 83 003 453 50352 A summary of the movements of all Company options issued as equity-settled share-based payments and related weighted average exercise price(WAEP)is as follows:Consolidated Number of options W

324、AEP A$Number of options WAEP A$2024 2024 2023 2023 Options outstanding as at 1st July 32,600,000 0.30 18,600,000 0.18 Lapsed/Cancelled -(5,250,000)0.39 Exercised (2,000,000)0.22 -Granted 14,500,000 0.22 19,250,000 0.43 Options outstanding as at 30 June 45,100,000 0.28 32,600,000 0.30 Of these outsta

325、nding options,32,433,334 options are vested and exercisable.The weighted average contractual life of options outstanding at year-end was 1.85 years(2023:2.47 years).Share based payments that were included in the statement of comprehensive income was$928,539(2023:$520,729).19.Reconciliation of operat

326、ing cash flow&net income Consolidated 2024 A$2023 A$(Loss)after tax (6,257,487)(4,846,560)Non-cash items:Depreciation 136,937 89,673 Fair value gain on derivatives -(58,072)Share based payments 928,539 520,729 Loss on revaluation of financial assets 934,200 1,329,959 Profit on sale of financial asse

327、ts (743)-Net exchange differences 1,261 (80,030)Add/(less)movement in working capital:other receivable 49,436 (7,160)prepayments 53,091 13,843 payables and accruals 19,901 (152,962)Net cash flows applied to operating activities (4,134,865)(3,190,580)53 20.Financial instruments Credit Risk:Financial

328、instruments,which potentially subject the Group to credit risk,principally consist of bank balances and receivables.Maximum exposure to credit risk at balance date is represented by the carrying value of the financial instruments.No collateral is held on these assets,and none are considered overdue

329、or impaired.All bank deposits were held with an authorised bank in Australia and United States with at least an A credit rating and represent 100%of cash.Currency Risk:The Group has little direct exposure to foreign currency exchange risk as the majority of cash held is denominated in Australian cur

330、rencies.On balance date,the Group had cash balances made up of Australian and United States Dollars as follows:Currency 2024$2023$AUD 16,124,392 5,756,217 USD 175,158 6,729,003 16,299,550 12,485,220 At 30 June,if the USD:AUD exchange rate had moved as illustrated in the table below with all other va

331、riables held constant,post tax profit and equity would have been affected as follows:Judgments of reasonably possible movements:Post Tax Profit Higher/(Lower)Equity Higher/(Lower)30 June 2024 30 June 2023 30 June 2024 30 June 2023$Group +10.00%19,462 611,728 19,462 611,728 -10.00%(15,924)(611,728)(1

332、5,924)(611,728)Liquidity Risk:Management supervises liquidity by budgeting and by carefully monitoring cash inflows from receivables and controlling cash outflows on payables from existing cash resources.The Group relies on new equity to fund exploration expenditure.Interest Rate Risk:Interest rate

333、risk is the risk that changes in interest rates will affect the Groups income or the value of its instruments which arises on floating rate instruments.The Groups exposure to market interest rates relates primarily to cash and cash equivalents.At reporting date,the Group had the following mix of financial assets and liabilities exposed to Australian variable interest rate risk that are not designa