1、 (ABN 14 113 517 203)ANNUAL REPORT 2024 For personal use onlyFor personal use onlyAmani Gold Limited Corporate Directory Page 1 Directors Glenn Whiddon Kian Tan James Bahen Company Secretary James Bahen Registered Office Suite 1,295 Rokeby Road Subiaco,WA,Australia 6008 Telephone:+61(08)6186 3002 Au
2、ditors Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco WA 6008 Share Registry Automic Registry Services Level 5,126 Phillip Street Sydney NSW 2000 Telephone:1300 288 664 Website: Securities trade on the Australian Securities Exchange ANL For personal use onlyFor personal use onlyAmani Gold Li
3、mitedContents For the year ended 30 June 2024 Page 2 Review of Operations 3 Directors Report 4 Auditors Independence Declaration 15 Consolidated Statement of Profit or Loss and Other Comprehensive Income 16 Consolidated Statement of Financial Position 17 Consolidated Statement of Changes in Equity 1
4、8 Consolidated Statement of Cash Flows 20 Notes to the Consolidated Financial Statements 21 Directors Declaration 44 Independent Audit Report 45 Additional Shareholder Information 50 For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 3
5、REVIEW OF OPERATIONS Sale of Giro Gold Project In 2023,Amani Gold executed a binding term sheet(“Term Sheet”)with Mabanga Shining SARL(the“Purchaser”)for the sale of Amani Golds shareholding in Amani Consulting SARL,the DRC based entity that holds the Giro Gold Project for the cash payment of USD$30
6、M payable in four tranches(the“Transaction”):Tranche Amount Payment Date First Tranche US$5,000,000 Upon execution of the Term Sheet Second Tranche US$8,000,000 March 2024 Third Tranche US$8,000,000 March 2025 Fourth Tranche US$9,000,000 March 2026 During the period,the Company received the full amo
7、unt for the Second Tranche payment of US$8,000,000.The Company anticipates receiving the Third Tranche in line with the payment schedule.Acquisition of Authium Project During the period,the Company entered into a binding terms sheet(“Terms Sheet”)with Authium Ltd(ACN 653 683 286)(“Authium”)and the m
8、ajor shareholder of Authium.Subsequent to the end of the period,the binding terms sheet entered with Authium was terminated by mutual agreement between the Company and Authium(see ASX announcement titled“Agreement to Acquire Major Lithium Resource in Nevada”dated 21 December 2023).Board Appointments
9、 and Resignations Subsequent to the end of the reporting period,Mr.Glenn Whiddon was appointed as Non-Executive Chairman and Mr James Bahen and Mr Kian Tan were appointed as Non-Executive Directors of the Company.In conjunction with these appointments,Mr.Conrad Karageorge,Mr Peter Huljich,Mr.Campbel
10、l Smyth and Ms.Anna Nahajski-Staples resigned as directors of the Company.Review of Capital Structure As a result of the sale of Amani Consulting SARL,Amani Gold is undertaking a review of the future funding requirements of the Company.Based on Amani Golds current cash position and projected future
11、cashflows to be received following the disposal of the Companys interest in the Giro Gold Project,the Company has initiated a minimum holding buy-back for holders of unmarketable parcels of shares in the Company(Buy-Back).Under the ASX Listing Rules,any shareholding valued at less than$500 is consid
12、ered to be an“unmarketable parcel”of shares.The Buy-Back will allow shareholders who hold unmarketable parcels of ordinary shares in Amani Gold(Eligible Shareholders)to sell their shares back to the Company in accordance with the Companys constitution,at the Buy-Back price of$0.00035 per share(Autho
13、rised Price).In determining the Authorised Price,the Directors considered the Companys current cash position,less provisions for ongoing operating costs to collect the outstanding tranche payment proceeds from the Giro Gold project sale and any potential liabilities.These shares will be cancelled on
14、ce transferred to the Company in accordance with the Corporations Act 2001(Cth)(Corporations Act).As outlined in the Booklet announced on 30 August 2024,the Company proposes to buy-back up to approximately 60%of the Shares on issue across the following equal access buy-back offers:Up to 2,514,344,11
15、3 Shares(less any Shares that are bought back and cancelled under the UMP Buy-Back)(First Equal Access Buy-Back);and For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 4 Subject to Shareholder approval,the up to a further 12,871,720,563
16、 Shares(Second Equal Access Buy-Back).Further,the Company has been in discussions with ASX with respect to the potential removal of the Company from the Official List of the ASX pursuant to Listing Rule 17.11.Your Directors present their report together with the financial statements of Amani Gold Li
17、mited and the entities it controlled at the end of,or during,the year ended 30 June 2024(“the consolidated entity”or“Group”)and the auditors report thereon.DIRECTORS The names and details of the Directors in office during or since the end of the financial year are as follows.Directors were in office
18、 for the entire year unless otherwise stated.Glenn Whiddon Non-Executive Chairman(appointed Director on 4 July 2024)Mr Whiddon has an extensive background in equity capital markets,banking and corporate advisory,with a specific focus on natural resources.Mr Whiddon holds a degree in Economics and ha
19、s extensive corporate and management experience.He is currently Director of a number of Australian and international public listed companies in the resources sector.Mr Whiddon is also Non-Executive Chairman of Calima Energy Limited and Caprice Resources Limited and Non-Executive Director of Minrex R
20、esources Limited and Carbine Resources Limited James Bahen Non-Executive Director And Company Secretary (appointed 4 July 2024)Mr Bahen is currently a non-executive director and company secretary to a number of ASX-listed companies and has a broad range of corporate governance and capital markets ex
21、perience,having been involved with public company listings,mergers and acquisitions transactions and capital raisings for ASX-listed companies across the resource industry.Mr Bahen is a member of the Governance Institute of Australia and holds a Graduate Diploma of Applied Finance and a Bachelor of
22、Commerce degree majoring in accounting and finance Kian Tan Non-Executive Director(appointed Director on 4 July 2024)Mr.Kian Tan,the current Financial Controller of the Company,has been appointed as Non-Executive Director of the Company on an interim basis.Mr.Tan is a Chartered Accountant with over
23、10 years of financial reporting,accounting,advisory and auditing experience.He is currently a financial accountant to a number of ASX-listed and Unlisted Public Companies.Mr.Tan holds a Bachelor of Commerce degree from Curtin University and is an associate member of the Chartered Accountants Austral
24、ia and New Zealand.Peter Huljich Non-Executive Chairman(appointed Director on 27 May 2021,resigned Director 7 July 2024)Mr Huljich has over 25 years experience in the legal,natural resources and banking sectors with a particular expertise in capital markets,mining,commodities and African related mat
25、ters.He has worked in London for several prestigious investment banks,including Goldman Sachs,Barclays Capital,Lehman Brothers and Macquarie Bank,with a focus on Commodities and Equity and Debt Capital markets.He has extensive on-the-ground African mining,oil&gas and infrastructure experience as the
26、 Senior Negotiator and Advisor for Power,Mining and Infrastructure at Industrial Promotion Services,the global infrastructure development arm of the Aga Khan Fund for Economic Development(AKFED)whilst resident in Nairobi,Kenya.Peter holds a Bachelor of Commerce and a Bachelor of Laws from the Univer
27、sity of Western Australia and is a Graduate of the Securities Institute of Australia,with national prizes in Applied Valuation and Financial Analysis.He is also a graduate of the Australian Institute of Company Directors course.Mr Huljich is also an independent Non-Executive Director of ASX-listed,a
28、nd,Marco Metals Limited(ASX:M4M)and Zinc Of Ireland NL(ASX:ZMI).Formerly a director of AVZ Minerals Limited(ASX:AVZ)(Resigned:3 August 2022).For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 5 Xiangfeng(Burt)Li Non-Executive Director(a
29、ppointed Director on 5 April 2022 and resigned 28 September 2023)Mr Li is a senior partner at Dentons and head of the Mining and Resources practice.He advises nearly 100 PRC and foreign mining and resources enterprises on a wide variety of transaction and PRC-Related legal issues including explorati
30、on and exploitation of the mineral resources,cross-border investments,merger and acquisition,and onshore or offshore listing.In the last three years Burt Li has not been,and is currently not,a director of any other ASX listed companies.John Campbell Smyth Non-Executive Director(appointed Director on
31、 27 May 2021,resigned Director 7 July 2024)Mr Smyth has extensive experience in the investment banking industry in both fund management and capital raising.Former fund manager with Lion Resource Management where he co-managed mining funds both mutual and specialist portfolios focused on TSX Venture
32、and ASX listed junior resource companies that grew to be among the top performing sector funds at the time and also with Phoenix Gold Fund,a specialty precious metals fund and key investor in many growth companies in the precious metals sector including,most notably Bolnisi Gold,Avoca Resources and
33、Wesdome Gold Mines.He also established Cornerstone Advisors,a corporate finance,market development and asset acquisition consultancy with clients including TNG Ltd.,Aquiline Resources,Exeter Resources and Paramount Gold.Mr.Smyth currently manages personal assets,investing in the resources,energy,tec
34、hnology and medical sectors and assists management in asset acquisition and corporate development.Mr.Smyth holds a Finance Degree from the University of Western Australia.Mr Smyth is also an independent Non-Executive Director of GoldOz Limited(ASX:G79),Marco Metals Limited(ASX:M4M)and Non-Executive
35、Chairman of Orange Minerals NL(ASX:OMX).Conrad Karageorge Managing Director and CEO(appointed Director on 10 March 2023,resigned Director on 4 July 2024)Mr Karageorge is a corporate adviser and resources executive with experience in precious and base metals in Australia and Africa.He has degrees in
36、law and commerce and is admitted to practice law in Western Australia.He has undertaken management and strategy consulting roles with Amani Gold Limited(ASX:ANL),Argent Minerals Limited(ASX:ARD),Minrex Resources Limited(ASX:MRR).Mr Karageorge previously held a Non-Exectutive Director of Argent Miner
37、als Limited(ASX:ARD),Oranage Minerals NL(ASX:OMX)and Non-Executive Director for Bassari Resources Limited(ASX:BSR).Anna Nahajski-Staples Non-Executive Director(appointed Director on 28 August 2023,resigned Director on 4 July 2024)Ms Nahajski-Staples is an investment banker with 30 years experience i
38、n international capital markets.Ms Nahajski-Staples has acted as corporate advisor to publicly listed companies,advising on strategy,assets,M&A and funding initiatives and has held CEO,Managing Director,Non-Executive and Chair board roles over the past ten years.Anna is a Fellow of FINSIA,a graduate
39、 of the Governance Institute of Australia and the Australian Institute of Company Directors and studied accounting at Harvard University before receiving a Bachelor of Business Administration from the University of Washington with a focus on corporate finance Ms Nahajski-Staples is a currently Manag
40、ing Director of Moneghetti Minerals Limited and a Non-Executive Director of Larvotto Resources(ASX:LRV).For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 6 CORPORATE STRUCTURE Amani Gold Limited is a limited liability company that is i
41、ncorporated and domiciled in Australia.During the financial year,it had the following subsidiaries:Amani Minerals(HK)Limited Congold sasu Amago Trading Tanzania Limited Burey Resources Pty Limited PRINCIPAL ACTIVITIES The principal activity of the consolidated entity during the course of the year wa
42、s disposing of the Giro Gold Project.The Company is reviewing its expenses,overheads,treasury and cash management strategy currently to ensure that maximum returns are received with the cash held by the Company while it considers its next steps.RESULTS AND DIVIDENDS The consolidated loss after tax f
43、or the year ended 30 June 2024 was$16,245,264(30 June 2023$3,415,471).No dividends were paid during the year and the Directors do not recommend payment of a dividend.EARNINGS PER SHARE Basic loss per share for the year was 0.065 cents(30 June 2023:0.014 cents)SIGNIFICANT CHANGES IN STATE OF AFFAIRS
44、There were no other significant changes in the state of affairs of the Group other than as referred to elsewhere in this consolidated annual report and in the accounts and notes attached thereto.EVENTS SUBSEQUENT TO REPORTING DATE On 4 July 2024 Mr.James Bahen has been appointed as Non-Executive Dir
45、ector,Mr.Glenn Whiddon has been appointed as Non-Executive Chairman and Mr.Kian Tan has been appointed as Non-Executive Director of the Company.Further,Mr.Conrad Karageorge and Ms.Anna Nahajski-Staples have resigned as directors of the Company.The Company by mutual agreement had terminated the bindi
46、ng term sheet with Authium Limited.On 7 July 2024 Mr.Peter Huljich and Mr.Campbell Smyth had resigned as Non-Executive Directors of the Company.On 19 August 2024 announced that it intends to undertake a minimum holding buy-back for holders of unmarketable parcels of shares in the Company.The buy-bac
47、k is still ongoing at the date of this report.As outlined in the Booklet announced on 30 August 2024,the Company proposes to buy-back up to approximately 60%of the Shares on issue across the following equal access buy-back offers:Up to 2,514,344,113 Shares(less any Shares that are bought back and ca
48、ncelled under the UMP Buy-Back)(First Equal Access Buy-Back);and Subject to Shareholder approval,the up to a further 12,871,720,563 Shares(Second Equal Access Buy-Back)The Company has been in discussions with ASX with respect to the potential removal of the Company from the Official List of the ASX
49、pursuant to Listing Rule 17.11.Other than the above,since the end of the financial year and to the date of this report no matter or circumstance has arisen which has significantly affected,or may significantly affect,the operations of the consolidated entity,the results of those operations or the st
50、ate of affairs of the consolidated entity in subsequent financial years other than the matters referred to below.For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 7 LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Directors c
51、ontinue to assess additional opportunities within the mineral and energy sector.Further,the Company has been in discussions with ASX with respect to the potential removal of the Company from the Official List of the ASX pursuant to Listing Rule 17.11 The Directors are unable to comment on the likely
52、 results from the Companys planned activities due to the speculative nature of such activities.Material business risks The proposed future activities of the Consolidated Entity are subject to a number of risks and other factors which may impact its future performance.Some of these risks can be mitig
53、ated by the use of safeguards and appropriate controls.However,many of the risks are outside the control of the directors and management of the Company and cannot be mitigated.An investment in the Company is not risk free and should be considered speculative.This section provides a non-exhaustive li
54、st of the risks faced by the Consolidated Entity or by investors in the Company.The risks should be considered in connection with forward looking statements in this Annual Report.Actual events may be materially different to those described and may therefore affect the Consolidated Entity in a differ
55、ent way.Investors should be aware that the performance of the Consolidated Entity may be affected by these risk factors and the value of its Shares may rise or fall over any given period.None of the directors or any person associated with the Consolidated Entity guarantee the Consolidated Entitys pe
56、rformance.Business risks Mitigating actions Human Resources and Occupational Health and Safety -Hazardous activities:The Companys activities may be hazardous,with potential to cause illness or injury.-Strong human resources and employee relations framework.-Competitive remuneration structure focused
57、 on attracting diverse,engaged and suitably qualified employees and consultants.-The nascent industry is advancing and progressively developing Australian-based knowledge and skills.-Industry standard safety management system.-Embedded safety culture.-Regular review safety management system.Finance
58、-The need to fund activities.-Future funding risk:Continued activities are dependent on the Company being able to secure future funding from equity markets -The Company may need to engage in equity for continued activites.Any additional equity financing may be dilutive to Shareholders,as pricing of
59、the Companys shares are dependent on endogenous and exogenous outcomes.-There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time.Any inability to obtain sufficient financing for the Companys activities and future projects may result in the de
60、lay or cancellation of certain activities or projects,which would likely adversely affect the potential growth of the Company.Regulatory Approvals and Social Licence to Operate-The Companys activities may depend on receipt of regulatory approvals There is a risk For personal use onlyFor personal use
61、 onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 8 Business risks Mitigating actions that required approvals may be delayed or declined.Maintenance of positive relationships with stakeholders and the community,particularly traditional owners,is important in ensuring The
62、Company retains its social licence to operate.-The Company has engaged expert consultants to undertake required baseline environmental assessments and to prepare major approval application documents to ensure it meets regulatory requirements.The Company considers potential environmental impacts as a
63、 key factor in it project design and evaluation and will ensure impacts are reduced to as low as reasonably practicable.-The Company has engaged legal support for the negotiation and preparation of Land Access Agreements with Traditional Owners,to ensure we obtain free,prior and informed consent for
64、 our activities.-The Company has prepared and is implementing a Stakeholder Engagement Plan to enable planning and implementation of meaningful and positive engagement with our stakeholders to ensure we retain our social licence to operate.Changes in Federal and State Regulations -Changes in Federal
65、 or State Government policies or legislation may impact royalties,tenure,land access and labour relations.-The Board regularly assesses developments in State and Federal legislation and policies and regularly engages with Government Departments.DIRECTORS MEETINGS The number of meetings of the Compan
66、ys Directors and the number of meetings attended by each Director during the year ended 30 June 2024 are:Directors meetings held during period of office Directors meetings attended Conrad Karageorge 5 5 Burt Li -John Smyth 5 5 Peter Huljich 5 5 Anna Nahajski-Staples 5 5 There were 6 directors meetin
67、gs held during the year.However,matters of Board business have also been resolved by circular resolutions of Directors,which are a record of decisions made at a number of informal meetings of the Directors held to control,implement and monitor the Groups activities throughout the period.At present,t
68、he Company does not have any formally constituted committees of the Board.The Directors consider that the Group is not of a size nor are its affairs of such complexity as to justify the formation of special committees.DIRECTORS INTERESTS The interests of each Director in the securities of Amani Gold
69、 Limited at the date of this report are as follows:For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 9 Fully Paid Ordinary Shares Listed Options Performance Rights John Smyth 551,847,737-450,000,000 Peter Huljich 460,800,000-450,000,00
70、0 Burt Li-Conrad Karageorge 450,000,0000-450,000,000 Anna Nahajski-Staples-James Bahen 100,000,000-200,000,000 Glenn Whiddon-Kian Tan-These amounts represent the date the Directors resigned.SHARE OPTIONS AND PERFORMANCE RIGHTS As at the date of this report,the following performance rights were on is
71、sue.Number Vesting Price Expiry Date Performance Rights 400,000,000$0.002 15 December 2026 400,000,000$0.003 15 December 2026 450,000,000 N/A 13 September 2027 300,000,000 N/A 13 March 2027 This report outlays the remuneration arrangements in place for the Directors of Amani Gold Limited.The informa
72、tion provided in this remuneration report has been audited as required by section 308(3C)of the Corporations Act 2001.Remuneration Report Audited The Directors in office during the period are contained on Page 3 to 4 of this report.Other than the Directors the CEO of Amani Gold Limited was classifie
73、d as a Key Management Personnel.Remuneration philosophy The Board reviews the remuneration packages applicable to the executive Directors,Managing Director and Chief Executive Officer,and non-executive Directors on an annual basis.The broad remuneration policy is to ensure the remuneration package p
74、roperly reflects the persons duties and responsibilities and level of performance and that remuneration is competitive in attracting,retaining and motivating people of the highest quality.Independent advice on the appropriateness of remuneration packages is obtained,where necessary,although no such
75、independent advice was sought during the financial year.Remuneration is not linked to past company performance but rather towards generating future shareholder wealth through share price performance.Presently,total fixed remuneration for senior executives is determined by reference to market conditi
76、ons and incentives for our performance are provided by way of options or performance rights over unissued shares.The Directors believe that this best aligns the interests of the shareholders with those of the senior executives.Remuneration committee The Company does not have a formally constituted r
77、emuneration committee of the Board.The Directors consider that the Group is not of a size nor are its affairs of such complexity as to justify the formation of a Remuneration committee.For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page
78、10 The Board assesses the appropriateness of the nature and amount of remuneration of Directors and senior managers on a periodical basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality boar
79、d and management team.Remuneration structure In accordance with best practice corporate governance,the structure of non-executive Directors and executive Director remuneration is separate and distinct.Non-executive Directors remuneration Objective The Board seeks to set aggregate remuneration at a l
80、evel which provides the Company with the ability to attract and retain directors of the highest calibre,whilst incurring a cost which is acceptable to shareholders.Structure The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive Directors shall be determi
81、ned from time to time by a general meeting.An amount not exceeding the amount determined is then divided between the directors as agreed.The present limit of approved aggregate remuneration is$200,000 per year.The Board aims to reviews the remuneration packages applicable to the non-executive Direct
82、ors on a regular basis.The Board considers fees paid to non-executive directors of comparable companies when undertaking its review process.The Board determines the level of remuneration to be paid to non-executive Directors as considered appropriate in the circumstances.Directors may be entitled to
83、 stipend allowance.The remuneration of the non-executive Directors for the year ending 30 June 2024 is detailed in Table 2 of this report.Executive Directors remuneration Objective The Company aims to reward Executive Directors with a level of remuneration commensurate with their position and respon
84、sibilities within the Company and so as to:align the interests of the Executive Directors with those of shareholders;link reward with the strategic goals and performance of the Company;and ensure total remuneration is competitive by market standards.Structure Remuneration consists of the following k
85、ey elements:Fixed remuneration Variable remuneration Fixed remuneration The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market.The Board aims to review fixed remuneration annually and the process
86、 consists of a review of companywide,business unit and individual performance,relevant comparative remuneration in the market and internal and,where appropriate,external advice on policies and practice.The fixed component of the Executive Director remuneration for the year ending 30 June 2024 is det
87、ailed in Table 2 of this report.Variable remuneration Long Term Incentive(LTI)Objective The objective of the LTI plan is to reward executives and senior managers in a manner which aligns this element of remuneration with the creation of shareholder wealth.For personal use onlyFor personal use onlyAm
88、ani Gold Limited Directors Report For the year ended 30 June 2024 Page 11 As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the Groups performance.The Board is responsible for determining and reviewing compe
89、nsation arrangements for the Directors and Executive Officers.The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a frequent basis.The Board will engage an independent party to assess whether the performance condition has been met.The outcome will be ass
90、essed by the board and approved.Details of the performance rights issued and vested during the year can be located at Performance Rights Granted as Compensation.Structure LTI grants to executives are delivered in the form of options and performance rights.The issue of options/performance rights as p
91、art of the remuneration packages of executive and non-executive directors is an established practice of junior public listed companies and,in the case of the Company,has the benefit of conserving cash whilst properly rewarding each of the directors.Refer to table 2 Remuneration is not linked to past
92、 group performance but rather towards generating future shareholder wealth through share price performance.No dividends have been paid.2024 2023 2022 2021 2020 Net Profit/(loss)attributable to equity holders of the Company($16,245,264)($3,415,471)($4,746,154)($4,188,210)($3,983,939)Dividends paid-Ch
93、ange in share price Nil cents Nil cents Nil cents Nil cents (0.001)cents Service agreements Mr Karageorge is employed under a formal services agreement to act as Managing Director and CEO for Amani Gold Limited.The arrangement with Mr Kargeorge provides for a base payment of$180,000 per annum.Both p
94、arties may terminate the arrangement at any time by giving 3 months notice.Table 2:Director and other Executives Remuneration for the year ended 30 June 2024 Director Cash Salary$Other Fees$(viii)Termination Benefits$Post Employment Superannuation$EquityValue of Incentive securities$Total$Incentive
95、securities as a Percentage of Remuneration%K P Eckhof(i)2024-Chairman 2023 240,000-240,000-C Karageorge(ii)2024 180,000 191,094-370,788 741,882 51%Managing Director 2023 188,000-295,900 483,900 61%Anna Nahajski-Staples(iii)2024 50,979 11,477-62,456-Non-executive 2023-John Smyth(iv)2024 60,000 88,897
96、-370,788 519,685 71%Non-executive 2023 75,000-295,900 370,900 80%Peter Huljich(v)2024 60,000 87,000-370,788 517,788 72%Non-executive 2023 79,354-295,900 375,254 79%Burt Li(vi)2024-Non-executive 2023-Total 2024 350,979 378,468-1,112,364 1,841,811 2023 582,354-887,700 1,470,054 For personal use onlyFo
97、r personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 12(i)Mr Eckhof was appointed as a director on 30 January 2019 and resigned on 10 March 2023.(ii)Mr Karageorge was appointed as CEO on the 7 December 2021 and then Managing Director on 10 March 2023.(iii)Ms St
98、aples was appointed as a non-executive director on the 28 August 2023.(iv)Mr Smyth was appointed as a non-executive director on the 27 May 2021.(v)Mr Huljich was appointed as a non-executive director on the 27 May 2021.(vi)Burt Li was appointed as non-executive Director on 11 March 2022 and resigned
99、 on 28 September 2023.Burt Agreed not to be paid during the FY23 and FY24 year.(vii)Mr Whiddon was appointed as a non-executive director on the 26 June 2024.(viii)These are fees associated to stipend allowance,additional consulting fees and other business related costs.Other Fees have been approved
100、by the board of Directors.Performance Rights Granted as Compensation Details on performance rights that were granted as compensation to each key management person during the year ended 30 June 2024 and details on performance rights that vested during the year ended 30 June 2024 are as follows:Perfor
101、mance Rights Number granted Grant Date Fair value per right at grant date Exercise price per right Vesting price Expiry date Maximum total value of grant yet to vest Issued during the year:John Smyth:27/08/2023 Rights-tranche 1 100,000,000 17/08/2023$0.00100 -N/A 13/03/2024$100,000-tranche 2 100,000
102、,000 17/08/2023$0.00100-N/A 13/03/2025$100,000-tranche 3 50,000,000 17/08/2023$0.00100-N/A 13/03/2026$50,000-tranche 4 50,000,000 17/08/2023$0.00100-N/A 13/03/2027$50,000 Peter Huljich:27/08/2023 Rights-tranche 1 100,000,000 17/08/2023$0.00100 -N/A 13/03/2024$100,000-tranche 2 100,000,000 17/08/2023
103、$0.00100-N/A 13/03/2025$100,000-tranche 3 50,000,000 17/08/2023$0.00100-N/A 13/03/2026$50,000-tranche 4 50,000,000 17/08/2023$0.00100-N/A 13/03/2027$50,000 Conrad Karageorge 27/08/2023 Rights-tranche 1 100,000,000 17/08/2023$0.00100 -N/A 13/03/2024$100,000-tranche 2 100,000,000 17/08/2023$0.00100-N/
104、A 13/03/2025$100,000-tranche 3 50,000,000 17/08/2023$0.00100-N/A 13/03/2026$50,000-tranche 4 50,000,000 17/08/2023$0.00100-N/A 13/03/2027$50,000 Tranche 1-The First Tranche Completion Tranche 2-Company receiving Second Tranche payment of US$8,000,000.Tranche 3-Company receiving Third Tranche payment
105、 of US$8,000,000.Tranche 4-Company receiving Fourth Tranche payment of US$9,000,000 Tranche 1 and 2 have vested during the year.Total Share based payment expense related to the above is$685,303.Shareholdings of Key Management Personnel The numbers of shares in the Company held during the financial p
106、eriod by Directors and other Key Management Personnel,including shares held by entities they control,are set out below:Balance at 1 July 2023 Acquired Other Movements Balance at 30 June 2024 Directors John Smyth 351,847,797-200,000,000 551,847,797 Peter Huljich 260,800,000-200,000,000 460,800,000 Bu
107、rt Li2-Conrad Karageorge 250,000,000-200,000,000 450,000,000 Anna Nahajski-Staples1 -1Balance represents the shares held at the date of appointment as a director or management.2Balance represents the shares held at the date of resignation as a director or management.During the year the Company issue
108、d John Smyth,Peter Huljich and Conrad Karageorge 200,000,000 shares each from the conversion of the performance rights.For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 13 Options of Key Management Personnel The numbers of Unlisted and
109、 Listed options in the Company held during the financial period by Directors and other Key Management Personnel,including shares held by entities they control,are set out below:Balance at 1 July 2023 Acquired Expired Balance at 30 June 2024 Directors John Smyth 142,500,000-(142,500,000)-Peter Huljic
110、h 35,000,000-(35,000,000)-Burt Li2-Conrad Karageorge-Anna Nahajski-Staples1 -1Balance represents the options held at the date of appointment as a director or management.2Balance represents the options held at the date of resignation as a director or management.Performance Rights of Key Management Pe
111、rsonnel The numbers of performance rights in the Company held during the financial period by Directors and other Key Management Personnel,including those held by entities they control,are set out below:Balance at 1 July 2023 Received as Remuneration Exercised/Vested Expired Balance at 30 June 2024 D
112、irectors John Smyth 350,000,000 300,000,000(200,000,000)-450,000,000 Peter Huljich 350,000,000 300,000,000(200,000,000)-450,000,000 Burt Li2-Conrad Karageorge 350,000,000 300,000,000(200,000,000)-450,000,000 Anna Nahajski-Staples1-1Balance represents the performance rights held at the date of appoin
113、tment as a director or key management personnel.2Balance represents the performance rights held at the date of resignation as a director or key management personnel.During the year the performance rights had been converted to ordinary shares as part of the performance condition being met.The perform
114、ance right issued during the year vesting conditions can be located at note 15.Loans to key management personnel and their related parties There were no loans outstanding at the reporting date to key management personnel and their related parties.Use of Remuneration Consultants The Company did not u
115、se any remuneration consultants during the period.Voting at the groups 2023 Annual General Meeting The 2023 Remuneration Report tabled at the 2023 Annual General Meeting received a“no”vote of 37.48%against.This constitutes a“first strike of the remuneration report for the purposes of the Corporation
116、s Act 2001(Cth).End of Audited Remuneration Report INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS The Companys Constitution requires it to indemnify directors and officers of any entity within the consolidated entity against liabilities incurred to third parties and against costs and expense
117、s incurred in defending civil or criminal proceedings,except in certain circumstances.An indemnity is also provided to the Companys auditors under the terms of their engagement.Directors and officers of the consolidated entity have been insured against all liabilities and expenses arising as a resul
118、t of work performed in their respective capacities,to the extent permitted by law.The insurance premium,amounting to$24,279(2023-$23,500)relates to:For personal use onlyFor personal use onlyAmani Gold Limited Directors Report For the year ended 30 June 2024 Page 14 costs and expenses incurred by the
119、 relevant officers in defending proceedings,whether civil or criminal and whatever the outcome;other liabilities that may arise from their position,with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.ENVIRONMENTAL RE
120、GULATIONS The consolidated entitys exploration activities in the Democratic Republic of Congo during the year were subject to environmental laws,regulations and permit conditions in that jurisdiction.There have been no known breaches of environmental laws or permit conditions while conducting operat
121、ions in the Democratic Republic of Congo during the year.The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use.For the measurement period 1 July 2023 to 30 June 2024 the Dir
122、ectors have assessed that there are no current reporting requirements,but may be required to do so in the future.NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditors expertise and experience with the Company and/
123、or consolidated entity is important.During the year ended 30 June 2024 Hall Chadwick WA Audit Pty Ltd$Nil(2023:$Nil)in non-audit related services.Refer to Note 4 in the financial statements for further details.The directors are satisfied that the provision of non-audit services by the auditor did no
124、t compromise the auditor independence requirements of the Corporations Act.AUDITORS INDEPENDENCE DECLARATION The auditor,Hall Chadwick WA Audit Pty Ltd,has provided the Board of Directors with an independence declaration in accordance with section 307C of the Corporations Act 2001.The independence d
125、eclaration is located on the next page.Signed in accordance with a resolution of Directors.Glenn Whiddon Non-Executive Chairman 30th September 2024For personal use onlyFor personal use only To the Board of Directors,AUDITORS INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 As
126、 lead audit director for the audit of the financial statements of Amani Gold Limited for the year ended 30 June 2024,I declare that to the best of my knowledge and belief,there have been no contraventions of:the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
127、and any applicable code of professional conduct in relation to the audit.Yours Faithfully HALL CHADWICK WA AUDIT PTY LTD MARK DELAURENTIS CA Director Dated this 30th day of September 2024 Perth,Western Australia For personal use onlyFor personal use onlyAmani Gold Limited Consolidated Statement of P
128、rofit or Loss and Other Comprehensive Income For the year ended 30 June 2024 Page 16 Notes 2024 2023$Revenue from continuing operations 2 156,781 34,108 Cost of sales -Gross profit 156,781 34,108 Consultants and corporate costs (2,078,328)(798,310)Employee benefits expense (346,260)(322,000)Share ba
129、sed payments expense 3,15(1,224,713)(1,093,878)Depreciation expense (21,978)(27,676)Occupancy expenses (33,022)(47,675)Travel expenses (60,063)(54,643)Foreign exchange gain/(loss)(1,080,776)84,678 Acquisition related cost written off (575,754)-Unwinding of discount 9(a)1,227,434-Other -(4,819)Loss b
130、efore related income tax (4,036,679)(2,230,215)Income tax(expense)/benefit 5-Loss for the year from continuing operations (4,036,679)(2,230,215)Loss for the year from discontinued operations 9(a)(12,208,585)(1,185,256)Loss for the year (16,245,264)(3,415,471)Net Loss attributable to:Owners of Amani
131、Gold Limited (16,208,024)(2,885,573)Non-controlling interest (37,240)(529,898)(16,245,264)(3,415,471)Other comprehensive income Exchange differences on translation of foreign operations (4,100,726)869,236 Total comprehensive income for the year (20,345,990)(2,546,235)Total comprehensive income attri
132、butable to:Owners of Amani Gold Limited (20,308,750)(1,908,709)Non-controlling interest (37,240)(637,526)(20,345,990)(2,546,235)Earnings/(Loss)per share from continuing operations attributable to the members of Amani Gold Limited Basic and diluted loss per share 6(0.016)cents(0.009)cents Earnings/(L
133、oss)per share from discontinued operations attributable to the members of Amani Gold Limited Basic and diluted loss per share 6(0.049)cents(0.005)cents Earnings/(Loss)per share from discontinued operations attributable to the members of Amani Gold Limited Basic and diluted loss per share 6(0.065)cen
134、ts(0.014)cents The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.For personal use onlyFor personal use onlyAmani Gold Limited Consolidated Statement of Financial Position As at 30 June 2024 Page 17 Notes 2024 2
135、023$Current Assets Cash and cash equivalents 8 14,640,860 6,945,529 Other receivables 9 11,324,003 71,795 Asset Held for Sale 9a-32,282,704 Total Current Assets 25,964,863 39,300,028 Non-Current Assets Property,plant&equipment 10-2,454 Exploration and evaluation expenditure 11-Right of Use Asset 12
136、20,664 40,185 Total Non-Current Assets 20,664 42,639 Total Assets 25,985,527 39,342,667 Current Liabilities Trade and other payables 13 348,028 463,545 Right of Use Liability 12 27,702 27,702 Funds received in advanced of sale 9a-7,541,478 Total Current Liabilities 375,730 8,032,725 Non-Current Liab
137、ilities Right of Use Liability 12 410 22,997 Total Non-Current Liabilities 410 22,997 Total Liabilities 376,140 8,055,722 Net Assets 25,609,387 31,286,945 Equity Contributed equity 14 95,692,714 95,096,996 Reserves 16 10,303,398 13,779,411 Accumulated losses (80,247,748)(64,039,724)Capital and reser
138、ves attributed to the owners of Amani Gold Limited 25,748,364 44,836,683 Non-controlling interest 16(138,977)(13,549,738)Total Equity 25,609,387 31,286,945 The above consolidated statement of financial position should be read in conjunction with the accompanying notes.For personal use onlyFor person
139、al use onlyAmani Gold Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2024 Page 18 Foreign Currency Translation Reserve Contributed Equity Accumulated Losses Option Premium Reserve Share based Reserves Non-controlling interest Total Equity$Balance at 1 July 2022 92,994
140、,343(61,842,373)3,084,128 7,606,950 2,891,813(12,912,212)31,822,649 Loss for the year-(2,885,573)-(529,898)(3,415,471)Exchange differences on translation of foreign operations-976,864(107,628)869,236 Total comprehensive income for the year-(2,885,573)-976,864(637,526)(2,546,235)Share issue 1,000,000
141、 -1,000,000 Share issue costs (83,347)-(83,347)Share based payments expense Conversion of rights 1,186,000-(1,186,000)-Share based payments expense rights -1,093,878-1,093,878 Expiry of Share based payment -688,222-(688,222)-Transactions with non-controlling interests -Balance at 30 June 2023 95,096
142、,996(64,039,724)3,084,128 6,826,606 3,868,677(13,549,738)31,286,945 For personal use onlyFor personal use onlyAmani Gold Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2024 Page 19 Contributed Equity Accumulated Losses Option Premium Reserve Share based Reserves Forei
143、gn Currency Translation Reserve Non-controlling interest Total Equity$Balance at 1 July 2023 95,096,996(64,039,724)3,084,128 6,826,606 3,868,677(13,549,738)31,286,945 Loss for the year -(16,208,024)-(37,240)(16,245,264)Exchange differences on translation of foreign operations -(5,065,192)-(5,065,192
144、)Divestment of subsidiaries,operations and joint operations Foreign Exchange -964,466-964,466 Total comprehensive income for the -(16,208,024)-(4,100,726)(37,240)(20,345,990)Transactions with equity holders in their capacity as equity holders Share issue -Share issue costs (4,282)-(4,282)Share based
145、 payments expense -performance rights-1,224,713-1,224,713 Share based payments expense conversion of performance rights 600,000-(600,000)-Derecognition of NCI on disposal of subsidiary interests-13,448,001 13,448,001 Balance at 30 June 2024 95,692,714(80,247,748)3,084,128 7,451,319(232,049)(138,977)
146、25,609,387 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.For personal use onlyFor personal use onlyAmani Gold Limited Consolidated Statement of Cash Flows For the year ended 30 June 2024 Page 20 Notes 2024 2023$Cash Flows from Operati
147、ng Activities Receipts from customers -Payments to suppliers and employees (3,327,733)(1,655,522)Interest received 156,781 13,410 Net Cash outflows from Operating Activities 20(3,170,952)(1,642,112)Cash Flows from Investing Activities Funds Received in advance for sale 12,185,000 7,541,478 Payments
148、for exploration and development expenditure (1,114,711)(3,667,365)Net Cash outflows from Investing Activities 11,070,289 3,874,113 Cash Flows from Financing Activities Proceeds from securities issues -1,000,000 Securities issue expenses -(31,089)Lease Payment (22,588)(43,333)Net Cash inflows/(outflo
149、ws)from Financing Activities (22,588)925,578 Net increase/(decrease)in Cash and Cash Equivalents 7,876,749 3,157,579 Cash and cash equivalents at the beginning of the year 6,945,529 3,804,534 Effects of exchange rate fluctuations on the balances of cash held in foreign currencies (181,418)(16,584)Ca
150、sh and Cash Equivalents at End of Year 8 14,640,860 6,945,529 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 Jun
151、e 2024 Page 21 1.SUMMARY OF MATERIAL ACCOUNTING POLICIES These general purpose financial statements have been prepared in accordance with Australian Accounting Standards,other authoritative pronouncements of the Australian Accounting Standards Board,and the Corporations Act 2001.The financial statem
152、ents are for the consolidated entity consisting of Amani Gold Limited and its subsidiaries(the“group”or the“consolidated entity”).Amani Gold Limited is a listed for-profit public company,incorporated and domiciled in Australia.During the year ended 30 June 2024,the consolidated entity conducted oper
153、ations in Australia,and the Democratic Republic of Congo.The financial statements have also been prepared on a historical cost basis.Cost is based on the fair values of the consideration given in exchange for assets.The financial report is presented in Australian dollars.Going Concern Basis The fina
154、ncial report has been prepared on the basis of accounting principles applicable to a“going concern”which assumes the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations.At 30 June 2024,the
155、 Group had cash balances of$14,640,860(2023$6,945,529).The directors have prepared cash flow projections that support the ability of the Group to continue as a going concern.They are confident that Giro Project sale has been completed.The ongoing operation of the Group is dependent upon:The Group ob
156、taing payment from the Giro Sale;and/or The Group reducing expenditure in line with available funding.1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Adoption of New and Revised Standards and change in Accounting Standards Early adoption of accounting standards The Group has not elected to apply any pr
157、onouncements before their operative date in the annual reporting year beginning 1 July 2023.New and amended standards adopted by the Group A number of new or amended standards became applicable for the current reporting period and the consolidated entity has changed its accounting policies as a resu
158、lt of the adoption of the following standards.All new standards were adopted and did not have any significant impact to the financial performance or position of the consolidated entity.New and amended standards not yet adopted by the Group At the date of authorisation of the financial report,a numbe
159、r of Standards and Interpretations including those Standards and Interpretations issued by the IASB/IFRIC,where an Australian equivalent has not been made by the AASB,were in issue but not yet effective for which the Entity has considered it unlikely for there to be a material impact on the financia
160、l statements.Statement of Compliance These financial statements were authorised for issue on 30 September 2024.The directors have the power to amend and reissue the financial statements.The consolidated financial statements comprising the financial statements and notes thereto,comply with Internatio
161、nal Financial Reporting Standards(IFRS)as issued by the International Accounting Standards Board(IASB).For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 22 1.SUMMARY OF MATERIAL ACCOUNTING POLICIES continu
162、ed Basis of Consolidation The consolidated financial statements comprise the financial statements of Amani Gold Limited(the“Company”)and subsidiaries.Subsidiaries are all entities over which the group has control.The group controls an entity when the group is exposed to,or has rights to variable ret
163、urns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.The financial statements of the subsidiaries are prepared for the same reporting period as the parent company,using consistent accounting policies.In prepari
164、ng the consolidated financial statements,all intercompany balances and transactions,income and expenses and profit or losses resulting from intra-group transactions have been eliminated in full.Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated enti
165、ty and cease to be consolidated from the date on which control is transferred out of the consolidated entity.Parent Entity Financial Information The financial information for the parent entity,Amani Gold Limited,disclosed in Note 22 has been prepared on the same basis as the consolidated financial s
166、tatements.Foreign currency transactions and balances The functional and presentation currency of Amani Gold Limited is Australian dollars.Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction.Monetary assets a
167、nd liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the end of the reporting period.Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date of the transaction.Monetary assets and liabilities
168、 denominated in foreign currencies are retranslated at the rate of exchange ruling at the end of the reporting period.Foreign exchange gains and losses resulting from settling foreign currency transactions,as well as from restating foreign currency denominated monetary assets and liabilities,are rec
169、ognised in profit or loss,except when they are deferred in other comprehensive income as qualifying cash flow hedges or where they relate to differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity.Non-monetary items that are measured in terms of h
170、istorical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined.The functional currencies of the over
171、seas subsidiaries are as follows:Democratic Republic of Congo,Hong Kong and Tanzania subsidiaries United States Dollars(USD).At the end of the reporting period,the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of Amani Gold Limited at the closing
172、 rate at the end of the reporting period and income and expenses are translated at the weighted average exchange rates for the year.All resulting exchange differences are recognised in other comprehensive income as a separate component of equity(foreign currency translation reserve).On disposal of a
173、 foreign entity,the cumulative exchange differences recognised in foreign currency translation reserves relating to that particular foreign operation is recognised in profit or loss.Taxes Income tax Deferred income tax is provided for on all temporary differences at reporting date between the tax ba
174、se of assets and liabilities and their carrying amounts for financial reporting purposes.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 23 1.SUMMARY OF MATERIAL ACCOUNTING POLICIES continued No deferred
175、 income tax will be recognised from the initial recognition of an asset or liability,excluding a business combination,where there is no effect on accounting or taxable profit or loss.Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or li
176、ability is settled.Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity,in which case the deferred tax is adjusted directly against equity.Deferred income tax assets are recognised to the e
177、xtent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislat
178、ion and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.The carrying amount of deferred tax assets is reviewed at each reporting date and only recognised to the ext
179、ent that sufficient future assessable income is expected to be obtained.At the reporting date,the Directors have not made a decision to elect to be taxed as a single entity.In accordance with Australian Accounting Interpretations,“Substantive Enactment of Major Tax Bills in Australia”,the financial
180、effect of the legislation has therefore not been brought to account in the financial statements for the year ended 30 June 2024,except to the extent that the adoption of the tax consolidation would impair the carrying value of any deferred tax assets.Deferred tax assets and deferred tax liabilities
181、are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.Mineral interest acquisition,exploration and development expenditure Miner
182、al interest acquisition,exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest.These costs are only carried forward to the extent that the Groups rights of tenure to that area of interest are current and either the costs are expected to be rec
183、ouped through the successful development and commercial exploitation of the area of interest or where exploration activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves and active and significant operat
184、ions,in,or in relation to,the area of interest are continuing.Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which the decision to abandon the area is made.Impairment testing The carrying amount of the consolidated entitys assets,othe
185、r than deferred tax assets,are reviewed at each reporting date to determine whether there is any indication of impairment.Where such an indication exists,a formal assessment of recoverable amount is then made and where this is in excess of carrying amount,the asset is written down to its recoverable
186、 amount.Recoverable amount is the greater of fair value less costs to sell and value in use.Value in use is the present value of the future cash flows expected to be derived from the asset or cash generating unit.In estimating value in use,a pre-tax discount rate is used which reflects current marke
187、t assessments of the time value of money and the risks specific to the asset.Any resulting impairment loss is recognised immediately in the statement of profit or loss and other comprehensive income.Impairment losses are reversed when there is an indication that the impairment loss may no longer exi
188、st and there has been a change in the estimate used to determine the recoverable amount.An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined,net of depreciation or amortisation,if no impairment loss had
189、been recognised.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 24 1.SUMMARY OF MATERIAL ACCOUNTING POLICIES continued Contributed equity Ordinary shares are classified as equity.Incremental costs direct
190、ly attributable to the issue of new shares or options are shown in equity as a deduction,net of tax,from the proceeds.Share based payments The Group provides compensation benefits to employees(including directors)of the Group in the form of share-based payment transactions,whereby employees render s
191、ervices in exchange for shares or rights over shares(equity-settled transactions).The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted.The fair value is determined by a Black Scholes model or similar such market
192、 based valuation models.The cost of equity-settled transactions is recognised,together with a corresponding increase in equity,over the period in which the performance conditions are fulfilled,ending on the date on which the relevant employees become fully entitled to the award(vesting date).The cum
193、ulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects(i)the extent to which the vesting period has expired and(ii)the number of awards that,in the opinion of the directors of the Group,will ultimately vest.This opinion is formed based on the be
194、st available information at reporting date.No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.No expense is recognised for awards that do not ultimately vest,except for awa
195、rds where vesting is conditional upon a market condition.Where the terms of an equity-settled award are modified,as a minimum an expense is recognised as if the terms had not been modified.In addition,an expense is recognised for any increase in the value of the transaction as a result of the modifi
196、cation,as measured at the date of modification.Where an equity-settled award is cancelled,it is treated as if it had vested on the date of cancellation,and any expense not yet recognised for the award is recognised immediately.However,if a new award is substituted for the cancelled award,and designa
197、ted as a replacement award on the date that it is granted,the cancelled and new award are treated as if they were a modification of the original award,as described in the previous paragraph.The dilutive effect,if any,of outstanding options is reflected as additional share dilution in the computation
198、 of earnings per share.Critical accounting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Groups accounting policies.The areas th
199、at may have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:(a)Exploration and evaluation expenditure In accordance with accounting policy note described above under“Mineral interest acquisition
200、,exploration and development expenditure”the Board determines when an area of interest should be abandoned.When a decision is made that an area of interest is not commercially viable,all costs that have been capitalised in respect of that area of interest are written off.In determining this,assumpti
201、ons,including the maintenance of title,ongoing expenditure and prospectivity are made.Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount.The recoverable a
202、mount of the exploration and evaluation asset is estimated to determine the extent of the impairment loss(if any).Significant judgment is involved in determining the recoverable amount for an exploration and evaluation,refer to note 11 for details.For personal use onlyFor personal use onlyAmani Gold
203、 Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 25 1.SUMMARY OF MATERIAL ACCOUNTING POLICIES continued (b)Share Based Payments to employees The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair va
204、lue of the equity instruments at the date at which they are granted.The fair value of options with non-market conditions is determined by an internal valuation using a Black-Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted.The fair val
205、ue of performance rights with market conditions is determined by an internal valuation using a Trinomial Barrier option pricing model.(c)Control Over Subsidiaries In determining whether the consolidated group has control over subsidiaries that are not wholly owned,judgement is applied to assess the
206、ability of the consolidated group to control the day to day activities of the partly owned subsidiary and its economic outcomes.In exercising this judgement,the commercial and legal relationships that the consolidated group has with other owners of partly owned subsidiaries are taken into considerat
207、ion.Whilst the consolidated group is not able to control all activities of a partly owned subsidiary,the partly owned subsidiary is consolidated within the consolidated group where it is determined that the consolidated group controls the day to day activities and economic outcomes of a partly owned
208、 subsidiary.Changes in agreements with other owners of partly owned subsidiaries could result in a loss of control and subsequently de-consolidation.(d)Contingent liabilities Under the terms of the agreement to acquire an interest in Amani Consulting sarl(Amani Consulting)the Company may be liable i
209、n the future to make additional payments subject to certain events occurring as described in Note 19.After an assessment of the conditions that would require these payments to be made in the future,the Company has judged that these possible future payments are a contingent liability.Change in circum
210、stances or the future occurrence of specified events may cause liabilities that are currently assessed as being contingent to be reclassified as financial liabilities.(e)Tax in foreign jurisdictions The consolidated entity operates in overseas jurisdictions and accordingly is required to comply with
211、 the taxation requirements of those relevant countries.This results in the consolidated entity making estimates in relation to taxes including but not limited to income tax,goods and services tax,withholding tax and employee income tax.The consolidated entity estimates its tax liabilities based on t
212、he consolidated entitys understanding of the tax law.Where the final outcome of these matters is different from the amounts that were initially recorded,such differences will impact profit or loss in the period in which they are settled.Consolidated 2024 2023$2.REVENUE Other revenue includes the fol
213、lowing:Interest-other parties 156,781 13,410 Other -20,698 156,781 34,108 For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 26 3.EXPENSES During the year share based payments expense of$1,224,713(2023:$1,0
214、93,878)were recorded as an expense with a further$Nil(2023:$Nil)recorded in equity as share issue costs related to a capital raising.4.AUDITORS REMUNERATION 2024 2023 Audit or review services:$Amounts paid or payable to auditors of the Group Hall Chadwick WA Audit Pty Ltd 55,395 45,000 In addition,d
215、uring the year Hallchadwick WA Pty Ltd provided$Nil(2023:$Nil)in non-audit related services.Consolidated 2024 2023$5.INCOME TAX EXPENSE (a)The prima facie tax benefit at 30%(2023:30%)on loss for the year is reconciled to the income tax provided in the financial statements as follows:Profit/(loss)bef
216、ore income tax from continuing operations (4,036,679)(3,415,471)Prima facie income tax expense/(benefit)25%(2023:30%)(1,009,169)(1,024,639)Tax effect of permanent differences:Capital raising costs (46,433)(55,464)Accruals 23,278(6,953)Legal Fees 146,250 Accounting depreciation 4,880-Exploration expe
217、nses 142,292(1,070,209)Other Temporary Expenses -1,820 Movements from prior year (7,013)-Employee option expense/share based payments 306,178 328,163 (439,737)(1,827,282)Income tax benefit not brought to account 439,737 1,827,282 Income tax expense -(b)The following deferred tax balances have not be
218、en recognised:Deferred Tax Assets at 25%(2023:30%):-Carry forward revenue losses 4,698,550 25,895,064-Capital raising costs 263,313 133,430-Tax depreciation -Provisions and accruals 121,112 8,400 5,082,975 26,036,894 For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolida
219、ted Financial Statements For the year ended 30 June 2024 Page 27 As the Groups income is passive,it is not considered a base rate entity.Accordingly a 25%tax rate applies to the current financial year.The tax benefits of the above deferred tax assets will only be obtained if:the Group derives future
220、 assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;the Group continues to comply with the conditions for deductibility imposed by law;and no changes in income tax legislation adversely affect the Group in utilising benefits.Deferred tax liabilities in re
221、lation to capitalised exploration costs have been recognised and offset against deferred tax assets above.Consolidated 2024 Cents 2023 Cents 6.EARNINGS PER SHARE Basic and diluted loss per share-Continuing Operations (0.016)(0.009)Basic and diluted loss per share Discontinued Operations (0.049)(0.00
222、5)2024 Number 2023 Number Weighted average number of ordinary shares used in the calculation of basic and diluted loss per share 25,164,810,988 24,288,372,632 The Companys potential ordinary shares,being its options and performance rights granted,are not considered dilutive as the conversion of thes
223、e options would result in a decrease in the net profit per share.7.SEGMENT INFORMATION The Directors have determined that the Group has one reportable segments,being mineral exploration in Africa.As the Group is focused on mineral exploration.The Board monitors the Group based on actual versus budge
224、ted exploration expenditure incurred by area of interest for exploration activities.This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities,while also taking into consideration the results of explorat
225、ion work that has been performed to date.Consolidated 2024 2023$8.CASH AND CASH EQUIVALENTS Cash at bank and in hand 14,640,860 6,945,529 -Cash at bank earns interest at floating rates based on daily bank deposit rates.Refer Note 17.Consolidated 2024 2023$9.OTHER RECEIVABLES Current Other receivable
226、s(a)11,324,003 71,795 Asset held for Sale Refer(a)-32,282,704 11,324,003 32,354,499 For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 28 None of the reported receivables are past due or require impairment.
227、Refer to Notes 17(a)and 17(b)for information about the Groups exposure to credit and liquidity risk.9(a)ASSET HELD FOR SALE AND OTHER RECEIABLES Amani Gold Limited has executed a binding term sheet(“Term Sheet”)with Mabanga Mining SARL(the“Purchaser”)for the sale of Amani Golds shareholding in Amani
228、 Consulting SARL,the DRC based entity that holds the Giro Gold Project for the cash payment of USD$30M.Pursuant to the Term Sheet,the Purchaser has agreed to acquire the Companys 850 shares(“Sale Shares”)representing 85%of the total issued share capital in Amani Consulting,the entity that holds a 65
229、%interest in Giro Goldfields SARL,a DRC registered company and holder of the two exploitation permits comprising the Giro Gold Project.Socit Minire De Kilo Moto SA(“SOKIMO”),a company wholly owned by the DRC Government holds the remaining 35%interest.The sale was approved subsequent to year end.Unde
230、r the SPA,the Purchaser shall pay the Company a total of USD$30M pre-tax consisting of the following tranches:First Tranche US$5,000,000 payable to the Company upon execution of the Term Sheet;Second Tranche-US$8,000,000 payable to the Company within one(1)year of the payment of the First Tranche;Th
231、ird Tranche-US$8,000,000 payable to the Company within one(1)year of the payment of the Second Tranche;and Fourth Tranche-US$9,000,000 payable to the Company within one(1)year of the payment of the Third Tranche to the Seller.Pursuant to the Term Sheet,the Purchaser has agreed to acquire the Company
232、s 850 shares(“Sale Shares”)representing 85%of the total issued share capital in Amani Consulting,the entity that holds a 65%interest in Giro Goldfields SARL,a DRC registered company and holder of the two exploitation permits comprising the Giro Gold Project.Socit Minire De Kilo Moto SA(“SOKIMO”),a c
233、ompany wholly owned by the DRC Government holds the remaining 35%interest.As a result of the sale agreement,Giro Project has been classified as held for sale as at 30 June 2023.The sale was subject to shareholder approval,which was received in the period.Loss of control occurred on 23 October 2023.D
234、etails of the sale of the subsidiary$Consideration Fair Value of receivables-Cash and Receivables 31,126,549 Total Disposal Consideration 31,126,549 Carrying amount of assets sold (32,390,591)Carrying amount of liabilities sold 3,514,685 Gain/(loss)on sale before income tax and de-recognition of non
235、-controlling interest in Amani Consulting (28,875,906)Derecognise foreign exchange (964,466)Derecognise non-controlling interest (13,448,001)(43,288,373)Loss on sale after income tax (12,161,840)Loss incurred in Discontinued Entities (46,745)Discontinue Loss for the period (12,208,585)For personal u
236、se onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 29 The fair value of receivables has been assessed using a discount rate to reflect the credit risk and the time value of money.The fourth tranche has been determined to
237、 have been provided under the expected credit loss provision as at the date of the transaction.The board will reassess the likelihood of recovering the final tranche payment at each subsequent reporting date.Discount rate of 11%has been assessed and applied on the remaining tranches where applicable
238、.Unwinding of discount was$1,227,434 during the period.Recognition and Measurement An impairment loss is recognised for any initial or subsequent write-down of the asset(or disposal group)to fair value less costs to sell.A gain is recognised for any subsequent increases in fair value less costs to s
239、ell of an asset(or disposal group),but not in excess of any cumulative impairment loss previously recognised.A gain or loss not previously recognised by the date of the sale of the noncurrent asset(or disposal group)is recognised at the date of de-recognition.A discontinued operation is a component
240、of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations,is part of a single co-ordinated plan to dispose of such a line of business or area of operations,or is a subsidiary acquired exclusively
241、 with a view to resale.The results of discontinued operations are presented separately in the statement of profit or loss.10.PROPERTY,PLANT AND EQUIPMENT Consolidated 2024 2023$Plant and equipment At cost 278,683 278,683 Less accumulated depreciation (278,683)(276,228)-2,454 Consolidated 11.EXPLORAT
242、ION AND EVALUATION EXPENDITURE 2024$2023$Exploration and evaluation phase at cost Balance at the beginning of the year -28,785,048 Expenditure incurred during the year(a)-3,567,365 Impairment -Foreign currency translation difference movement -785,006 Transfer to Asset Held for Sale -(33,137,419)Carr
243、ying amount at the end of the year -The expenditure above relates principally to the exploration and evaluation phase.The ultimate recoupment of this expenditure is dependent upon the successful development and commercial exploitation,or alternatively,sale of the respective areas of interest.(a)The
244、recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent on the successful development and commercial exploitation or sale of the respective areas.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated
245、 Financial Statements For the year ended 30 June 2024 Page 30 Consolidated 2024 2023$12.RIGHT OF USE ASSET AND LEASE LIABILITY Right Of Use Asset Balance at 1 July 40,185 100,638 Disposal -Additions -Adjustment to lease value -(37,910)Depreciation (19,521)(22,543)20,664 40,185 Lease Liability Lease
246、Liabilities-Current 27,702 27,702 Lease Liabilities-Non-Current 410 22,997 28,112 50,699 Amani entered into an office lease,which commenced on 1/6/2022 with a 3 year term.The right of use asset has used a discount rate of 6%.Consolidated 2024 2023$13.TRADE AND OTHER PAYABLES Current Trade and other
247、payables 348,028 463,545 348,028 463,545 Terms and conditions relating to the above financial instruments:-Trade and other creditors are non-interest bearing and are normally settled on 30 day terms.Risk exposure:-Information about the groups risk exposure to foreign exchange risk is provided in Not
248、e 17.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 31 14.CONTRIBUTED EQUITY CONSOLIDATED 2024 2023$(a)Issued and paid-up share capital Ordinary shares,fully paid 25,743,441,125(2023:25,143,441,125)95,6
249、92,714 95,096,996 Movements in Ordinary Shares:Details Number of Shares$Balance at 1 July 2022 23,293,441,125 92,994,343 Placement issue of shares at$0.001 each in December 2022 1,000,000,000 1,000,000 Conversion of Performance Rights 850,000,000 1,186,000 Less:Share issue costs -(83,347)Balance at
250、30 June 2023 25,143,441,125 95,096,996 Balance at 1 July 2023 25,143,441,125 95,096,996 Conversion of Performance Rights 600,000,000 600,000 Less:Share issue costs -(4,282)Balance at 30 June 2024 25,743,441,125 95,692,714 (b)Listed Share Options Exercise Period Note Exercise Price Opening Balance 1
251、July 2023 Issued 2023/24 Exercised/Cancelled/Expired 2023/24 Closing Balance 30 June 2024 Number Number Number Number 15 Jan 2021 15 Jan 2024$0.0015 3,730,180,637-(3,730,180,637)-25 Nov 2021 15 Jan 2024(i)$0.0015 5,750,000,000-(5,750,000,000)-9,480,180,637-(9,480,180,637)-For personal use onlyFor pe
252、rsonal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 32 14.CONTRIBUTED EQUITY-continued (c)Unlisted Options 2024-Options to take up ordinary shares in the capital of the Company have been granted as follows:Exercise Period Note Exercis
253、e Price Opening Balance 1 July 2023 Options Issued 2023/24 Exercised/Cancelled/Expired 2023/24 Closing Balance 30 June 2024 Number Number Number Number 15 Jan 2020 15 Jan 2023(i)0.0075-15 Jan 2020 15 Jan 2023(i)0.01-15 Jan 2020 15 Jan 2023(i)0.0125-Weighted average exercise price($)-2023-Options to
254、take up ordinary shares in the capital of the Company have been granted as follows:Exercise Period Note Exercise Price Opening Balance 1 July 2022 Options Issued 2022/23 Exercised/Cancelled/Expired 2022/23 Closing Balance 30 June 2023 Number Number Number Number 15 Jan 2020 15 Jan 2023(i)0.0075 12,0
255、00,000-(12,000,000)-15 Jan 2020 15 Jan 2023(i)0.01 12,000,000-(12,000,000)-15 Jan 2020 15 Jan 2023(i)0.0125 12,000,000-(12,000,000)-36,000,000-(36,000,000)-Weighted average exercise price($)0.0100-0.0100-(i)In the 2020 year,36 million options were issued to a corporate advisor for financial advisory
256、 services.These expired during the year.The weighted average contractual life of the unlisted options are Nil (2023:Nil)years.None of the options have any voting rights,any entitlement to dividends or any entitlement to the proceeds of liquidation in the event of a winding up.For personal use onlyFo
257、r personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 33 14.CONTRIBUTED EQUITY-continued(d)Performance Rights 2024-Performance Rights over ordinary shares in the capital of the Company have been granted as follows:Expiry date Note O
258、pening Balance 1 July 2023 Issued 2023/24 Exercised/Cancelled 2023/24 Closing Balance 30 June 2024 Number Number Number Number 13 September 2027(i)-900,000,000(600,000,000)300,000,000 31 December 2026(ii)800,000,000-800,000,000 30 November 2027(iii)450,000,000-450,000,000 1,250,000,000 900,000,000(6
259、00,000,000)1,550,000,000 2023-Performance Rights over ordinary shares in the capital of the Company have been granted as follows:Expiry date Note Opening Balance 1 July 2022 Issued 2022/23 Exercised/Cancelled 2022/23 Closing Balance 30 June 2023 Number Number Number Number 31 December 2022 349,999,9
260、98-(349,999,998)-31 December 2026(ii)1,200,000,000-(400,000,000)800,000,000 30 November 2027(iii)-900,000,000(450,000,000)450,000,000 1,549,999,998 900,000,000(1,199,999,998)1,250,000,000 (i)Performance rights vest subject to meeting specific performance conditions.900 million performance rights wer
261、e issued comprising four tranches.All tranches of performance rights have non-market vesting conditions being Tranche 1(300 Million)-First tranche completion from Giro Sale,Tranche 2(300 million)Second tranche completion from Giro Sale,Tranche 3(150 million)-Third tranche completion from Giro Sale a
262、nd Tranche 4(150 million)Fourth tranche completion from Giro Sale.During the period tranche 1 and 2 fully vested and exercised,which led to the conversion to ordinary shares A balance of$685,313 was recognised as a share-based payment expense during the period.Performance rights vest subject to meet
263、ing specific performance conditions.600,000,000 million shares of the performance rights were converted to fully paid shares.Valuation performed at note 15.(ii)Performance rights vest subject to meeting specific performance conditions.1.2 billion performance rights were issued comprising three tranc
264、hes of 400 million each.All tranches of performance rights have market vesting condition being share prices of$0.0015(tranche 1);$0.002(tranche 2);and$0.003(tranche 3)or more over a consecutive 20 day business period.Each right is converted to one ordinary share upon vesting.During the period tranch
265、e 1 fully vested and exercised,which led to the conversion to ordinary shares.A balance of$449,400 was recognised as a share-based payment expense during the period.(iii)Performance rights vest subject to meeting specific performance conditions.900 million performance rights were issued comprising t
266、wo tranches of 300 million each.All tranches of performance rights have non-market vesting condition being the Company receiving a defined JORC 2012 compliant Resource in the measured category of not less than 1,000,000 ounces of gold with a minimum cut off grade of 1g/t at any of the Companys proje
267、cts,as verified by an independent competent person.(tranche 1);The Company completing and releasing a JORC 2012 compliant prefeasibility study for the Companys Giro Project to the market(tranche 2).Each right is converted to one ordinary share upon vesting.The company has assigned a probability of 1
268、00%of vesting.A balance of$90,000 was recognised as a share-based payment expense during the period.The valuation inputs are located in the below table.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 34
269、(e)Terms and conditions of contributed equity Ordinary Shares:Ordinary shares have the right to receive dividends as declared and,in the event of winding up of the Company,to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares
270、held.Ordinary shares entitle their holder to one vote,either in person or by proxy,at a meeting of the Company.15.SHARE BASED PAYMENTS EXPENSE Employee Option Plan In August 2007,the Company adopted the Amani Gold Limited Employee Option Plan(“Plan”).The Plan allows Directors from time to time to in
271、vite eligible employees to participate in the Plan and offer options to those eligible persons.The Plan is designed to provide incentives,assist in the recruitment,reward,retention of employees and provide opportunities for employees(both present and future)to participate directly in the equity of t
272、he Company.The contractual life of each option granted is three years or as otherwise determined by the Directors.There are no cash settlement alternatives.During the current and prior year no options were issued to employees of the Company(refer to Note 14(c).Non Plan based payments The Company als
273、o makes share based payments to consultants and/or service providers from time to time,not under any specific plan.The Amani Gold Limited Employee Option Plan does not allow for issue of options to the directors of the parent entity.Hence,specific shareholder approval is obtained for any share based
274、 payments to directors of the parent entity.Nil options(2023:nil)were issued during the year under an engagement letter with a corporate advisor for services related to raising of new capital.The expense recognised in the statement of profit or loss and other comprehensive income in relation to shar
275、e-based payments is disclosed in Note 3.Expenses arising from share-based payment transactions Other share based payments,not under any plans,are as follows(with additional information provided in Note 14 above):2024 2024 2023 2023 Number$Number$2020 Performance rights to director,Mr Yu(i)137,500,00
276、0-137,500,000 30,556 2020 Performance rights to director,Mr Chan(i)40,000,000-40,000,000 8,889 2020 Performance rights to director,Mr Eckhof(i)137,500,000-137,500,000 30,556 2020 Performance rights to director,Mr Thomas(i)30,000,000-30,000,000 6,666 2020 Performance rights to other parties(i)4,999,9
277、98-4,999,998 1,111 2021 Performance rights to Mr Eckof(i)1,000,000,000-1,000,000,000-2022 Performance rights to Directors and Consultants(ii)1,200,000,000 449,400 1,200,000,000 513,600 2023 Performance rights to Directors and Management(iii)900,000,000 90,000 900,000,000 502,500 2024 Performance rig
278、hts to Directors and Management(iv)900,000,000 685,313-Total 4,349,999,998 1,224,713 3,449,999,998 1,093,878 For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 35 15.SHARE BASED PAYMENTS EXPENSE continued(i
279、)350 million performance rights were granted during the year ended 30 June 2020(refer to Note 14(d)for more information).The fair value of the performance rights estimated at that time was$700,000.None of the performance rights vested during the current year.A balance of$nil was recognised as a shar
280、e based payment expense during the year.(ii)Performance rights vest subject to meeting specific performance conditions.1.2 billion performance rights were issued comprising three tranches of 400 million each.All tranches of performance rights have market vesting condition being share prices of$0.001
281、5(tranche 1);$0.002(tranche 2);and$0.003(tranche 3)or more over a consecutive 20 day business period.Each right is converted to one ordinary share upon vesting.A balance of$449,400 was recognised as a share-based payment expense during the period.This was valued using the Barrier pricing model.400 m
282、illion shares vested and converted to ordinary shares in the previous year.(iii)Performance rights vest subject to meeting specific performance conditions.900 million performance rights were issued comprising of two tranches of 450 million each.All tranches of performance rights have non-market vest
283、ing condition being:The Company receiving a defined JORC 2012 compliant Resource in the measured category of not less than 1,000,000 ounces of gold with a minimum cut off grade of 1g/t at any of the Companys projects,as verified by an independent competent person.The Company completing and releasing
284、 a JORC 2012 compliant prefeasibility study for the Companys Giro Project to the market.A balance of$90,000 was recognised as a share-based payment expense during the period.Each right is converted to one ordinary share upon vesting.450 millions performances rights vested during the year.(iv)Perform
285、ance rights vest subject to meeting specific performance conditions.900 million performance rights were issued comprising four tranches.All tranches of performance rights have non-market vesting conditions being Tranche 1(300 Million)-First tranche completion from Giro Sale,Tranche 2(300 million)Sec
286、ond tranche completion from Giro Sale,Tranche 3(150 million)-Third tranche completion from Giro Sale and Tranche 4(150 million)Fourth tranche completion from Giro Sale.During the period tranche 1 and 2 fully vested and exercised,which led to the conversion to ordinary shares A balance of$685,313 was
287、 recognised as a share-based payment expense during the period.Performance rights vest subject to meeting specific performance conditions.600,000,000 million shares of the performance rights were converted to fully paid shares.Valuation performed below The fair value per Performance Right issue duri
288、ng the year and the following inputs were used in the valuation model:Performance Rights Tranche 1 Tranche 2 Tranche 3 Tranche 4 Grant Date 17/08/2023 17/08/2023 17/08/2023 17/08/2023 Expiry Date 13/03/2024 13/03/2025 13/03/2026 13/09/2027 Issue Date 13/09/2023 13/09/2023 13/09/2023 13/09/2023 No.of
289、 Rights 300,000,000 300,000,000 150,000,000 150,000,000 Exercise Price Nil Nil Nil Nil Expected volatility 100%100%100%100%Risk-free rate 3.14%3.14%3.14%3.14%Vesting Period 6 Months 18 Months 30 Month 48 Months Underlying security price at issue($)0.001 0.001 0.001 0.001 Fair Value per Performance R
290、ight($)0.001 0.001 0.001 0.001 The fair value of the equity-settled share options and performance rights granted is estimated as at the date of grant using the Black Scholes model or the Barrier pricing model as appropriate,and taking into account the terms and conditions upon which the options and
291、rights were granted,including by reference to the market value of the shares trading on the Australian Securities Exchange(ASX)on or around the date of grant.The total share based payment expense of$1,224,713(2023:$1,093,878)during the year ended 30 June 2024.For personal use onlyFor personal use on
292、lyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 36 16.RESERVES The following table shows a breakdown of the statement of financial position line item other reserves and the movements in these reserves during the year.A description of the natur
293、e and purpose of each reserve is provided below the table.Consolidated 2024 2023$Share based payments reserve (Note 16a)7,451,319 6,826,606 Option premium reserve(Note 16b)3,084,128 3,084,128 Foreign currency translation reserve(Note 16c)(232,049)3,868,677 10,303,398 13,779,411 Non-controlling inter
294、est reserve(Note 16d)(138,977)(13,549,738)(a)Movement During the Year Share based payment Opening balance 6,826,606 7,606,950 Issue of options and performance rights 1,224,713 1,093,878 Fully Vested and exercised performance rights moved to issued capital (600,000)(1,186,000)Expiry of Performance ri
295、ghts -(688,222)Closing balance 7,451,319 6,826,606 (b)Movement During the Year Option premium Opening balance 3,084,128 3,084,128 Issue of options -Closing balance 3,084,128 3,084,128 (c)Movement During the Year Foreign Currency Translation Opening balance 3,868,677 2,891,813 Foreign currency transl
296、ation differences (5,065,192)976,864 Disposal of foreign subsidiary 964,466-Closing balance (232,049)3,868,677 (d)Movement During the Year Non-controlling interest Opening balance (13,549,738)(12,912,212)NCI share of loss for the year (37,240)(529,898)Foreign currency translation differences -(107,6
297、28)Derecognition of NCI on disposal of subsidiary Note 9 13,448,001-Closing balance (138,977)(13,549,738)Nature and purpose of reserves Share based payment Reserve The share based payments reserve is used to record the fair value of options and performance rights issued but not exercised.Option Prem
298、ium Reserve Option premium reserves is used to record the fair value for the issue of options to subscribe for ordinary shares in the Company.Foreign Currency Translation Reserve The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the f
299、inancial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 37 17.FINANCIAL
300、 RISK MANAGEMENT Overview The Group has exposure to the following risks from their use of financial instruments:-credit risk-liquidity risk-market risk This note presents information about the Groups exposure to each of the above risks,their objectives,policies and processes for measuring and managi
301、ng risk,and the management of capital.The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.The Board monitors and manages the financial risks relating to the operations of the Group through regular reviews of the risks.(a)Credit Risk
302、Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations,and arises principally from the Groups receivables from customers and investment securities.(i)Investments The Group limits its exposure to credit
303、risk by only investing in liquid securities and only with counterparties that have an acceptable credit rating.(ii)Receivables As the Group operates in the mineral exploration sector rather than trading,it does not have receivables.Presently,the Group undertakes exploration and evaluation activities
304、 in the DRC.At the reporting date there were no significant concentrations of credit risk.Exposure to credit risk The carrying amount of the Groups financial assets represents the maximum credit exposure.The Group does not have any material risk exposure to any single debtor or group of debtors.A ve
305、ry large proportion of the bank deposits are held in Australia with leading banks and a minor percentage of the Groups bank deposits is held in well established DRC banks.(b)Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.T
306、he Groups approach to managing liquidity is to ensure,as far as possible,that it will always have sufficient liquidity to meet its liabilities when due,under both normal and stressed conditions,without incurring unacceptable losses or risking damage to the Groups reputation.The Group manages liquidi
307、ty risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.Due to the nature of the Groups activities and the present lack of operating revenue,the Group has to raise additional capital from time to time in order to fund its exploration activities.The decision
308、 on how and when the Group will raise future capital will depend on market conditions existing at that time and the level of forecast activity and expenditure.Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of at least three to six
309、 months,including the servicing of financial obligations;this excludes the potential impact of extreme circumstances that cannot reasonably be predicted,such as natural disasters.The following table details the Groups expected maturity for its non-derivative financial liabilities.These have been dra
310、wn up based on undiscounted contractual maturities of the financial liabilities based on the earliest date on which the Group can be required to pay.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 38 17.
311、FINANCIAL RISK MANAGEMENT continued Less than 6 months 6 12 months Over 1 year Total$Group at 30 June 2024 Financial Liabilities:Current:Trade and other payables 348,028-348,028 Short-term borrowings-Total Financial Liabilities 348,028-348,028 Less than 6 months 6 12 months Over 1 year Total Group a
312、t 30 June 2023 Financial Liabilities:Current:Trade and other payables 463,545-463,545 Short-term borrowings-Total Financial Liabilities 463,545-463,545 (c)Market Risk Market risk is the risk that changes in market prices,such as foreign exchange rates,interest rates and equity prices will affect the
313、 Groups income or the value of its holdings of financial instruments.The objective of market risk management is to mitigate market risk exposures such as predicting the amount of foreign currencies on a quarterly basis and monitoring closely exchange rates fluctuations.(i)Foreign exchange risk The G
314、roup is exposed to foreign exchange risk on investments,purchases and borrowings that are denominated in a currency other than the respective functional currency of Group entities,primarily the Australian dollar(AUD).The currencies in which these transactions are primarily denominated are AUD and US
315、D.The Group has not entered into any derivative financial instruments to hedge such transactions and anticipated future receipts or payments that are denominated in a foreign currency.(ii)Exposure to foreign exchange risk The carrying amounts of the Groups foreign currency denominated monetary asset
316、s and monetary liabilities at the reporting date explained in Australian dollars are as follows:30 June 2024 30 June 2023 Notes Assets Liabilities Assets Liabilities$United States Dollar 13,095,121 599,207 7,178,536 600,419 13,095,121 599,207 7,178,536 600,419 For personal use onlyFor personal use o
317、nlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 39 17.FINANCIAL RISK MANAGEMENT continued The following significant exchange rates applied during the year:Average rate Reporting date spot rate Notes 2024 2023 2024 2023$United States Dollar 0.
318、66 0.66 0.66 0.66 There has been no material exposure to non functional currency amounts during the financial year.(iii)Sensitivity analysis A 10 percent strengthening(based on forward exchange rates)of the Australian dollar against the above currencies at 30 June would have increased(decreased)equi
319、ty and profit or loss by the amounts shown below.This analysis assumes that all other variables,in particular interest rates,remain constant.Consolidated Notes 2024 2023+10%Strengthening of the Australian Dollar$(Profit)or loss(i)(1,133,407)(549,647)Equity(ii)(1,128,799)539,612-10%Weakening of the A
320、ustralian Dollar (Profit)or loss(i)1,385,271 671,787 Equity(ii)1,381,264(661,147)(i)this is mainly attributable to the exposure on USD cash (ii)this is mainly related to the translation of foreign operations at reporting date (iv)Interest Risk The Groups exposure to the risk of changes in market int
321、erest rate relates primarily to the Groups cash and cash equivalents.At 30 June 2024 the weighted average interest rate on cash and cash equivalents was$Nil(2023:$Nil).Sensitivity analysis An increase of 50 basis points in interest rates would not have had a material impact on the Groups profit or l
322、oss.(d)Net fair values For assets and other liabilities,the net fair value approximates their carrying value.No financial assets and financial liabilities are readily traded on organised markets in standardised form.The aggregate net fair values and carrying amounts of financial assets and financial
323、 liabilities are disclosed in the statement of financial position and in the notes to and forming part of the financial statements.(e)Capital risk management Management controls the capital of the Group in order to ensure that the Group can fund its operations on an efficient and timely basis and co
324、ntinue as a going concern.Capital is regarded as total equity,as recognised in the statement of financial position,plus net debt calculated as total borrowings less cash and cash equivalents.There are no externally imposed capital requirements.Management effectively manages the Groups capital by ass
325、essing the Groups cash projections up to twelve months in the future and any associated financial risks.Management will adjust the Groups capital structure in response to changes in these risks and in the market.There have been no changes in the strategy adopted by management to control the capital
326、of the Group since the prior year.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 40 18.CONTINGENCIES There were no contingent asset or liabilities in the financial statements as at 30 June 2024.(2023:$N
327、il)19.COMMITMENTS (a)Capital commitments There were no capital commitments,not provided for in the financial statements as at 30 June 2024.(2023:$Nil)20.STATEMENTS OF CASH FLOWS 2024 2023(a)Reconciliation of loss after income tax to net cash outflow from operating activities$Profit/(loss)after incom
328、e tax (16,245,264)(3,415,471)Add back non-cash items:Depreciation 21,978 27,676 Share based payments expense 1,224,713 1,093,878 Impairment 575,754 4,819 Unwinding of discount (1,227,434)-Change in assets and liabilities:(Increase)/Decrease in receivables 12,594,816 1,127,007 Increase/(Decrease)in o
329、perating payables (115,515)(480,021)Net cash outflow from operating activities (3,170,952)(1,642,112)(b)Non-Cash Financing and Investing Activities Share based payment expenses of$736,000(2023-$Nil)were classified as share issue costs and recorded directly in equity.During the year the company has n
330、ot repaid any loan outstanding from the prior year(2023:$Nil).21.RELATED PARTY TRANSACTIONS (a)Key Management Personnel 2024$2023$Short term remuneration 729,447 582,354 Share based payments 1,112,364 887,700 1,841,811 1,470,054 A number of key management persons,or their related parties,hold positi
331、ons in other entities that result in them having control or significant influence over the financial or operating policies of those entities.Transactions between related parties are on normal commercial terms and conditions unless otherwise stated.(b)Parent entity Amani Gold Limited is the ultimate
332、parent entity.For personal use onlyFor personal use onlyAmani Gold Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2024 Page 41 22.PARENT ENTITY DISCLOSURES Financial position Parent 2024$2023$Assets Current assets 25,984,620 6,864,440 Non-current assets(note i)-32,
333、280,982 Total assets 25,984,620 39,145,422 Liabilities Current liabilities 375,233 8,502,527 Non-current liabilities-Total liabilities 375,233 8,502,527 Net Assets 25,609,387 30,642,895 Equity Issued capital 95,692,714 95,096,996 Accumulated losses(80,618,773)(75,356,261)Reserves Share based reserves 7,451,318 6,826,606 Option premium reserve 3,084,128 3,084,128 Foreign current translation reserve
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