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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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N/A
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(Translation of Registrant’s name into English)
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(Jurisdiction of incorporation or organization)
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Title of each class:
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Trading Symbol(s):
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Name of each exchange on which registered or to be registered:
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The
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(1)
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Evidenced by American Depositary Receipts
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Large accelerated filer ☐
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Accelerated filer ☐
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Emerging growth company
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3
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5
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6
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7
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8
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9
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ITEM 1.
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9
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ITEM 2.
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9
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ITEM 3.
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9
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A.
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9
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B.
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9
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C.
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9
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D.
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9
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ITEM 4.
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26
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A.
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26
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B.
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38
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C.
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41 | ||
D.
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42
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ITEM 4A.
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43
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ITEM 5.
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43
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A.
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44
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B.
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47
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C.
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48
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D.
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48
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E.
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48
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ITEM 6.
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49
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A.
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49
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B.
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51
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C.
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61
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D.
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62
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E.
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63
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ITEM 7.
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64
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64
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B.
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65
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C.
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65
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ITEM 8.
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65
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A.
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65
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B.
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65
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ITEM 9.
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65
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A.
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65
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B.
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66
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C.
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66
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D.
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66
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E.
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66
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F.
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66
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ITEM 10.
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66
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A.
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66
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B.
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66
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C.
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78
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D.
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79
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E.
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79
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F.
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88
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G.
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88
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H.
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88
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I.
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88
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J.
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89
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ITEM 11.
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89
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ITEM 12.
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89
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A.
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89
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B.
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89
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C.
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89
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D.
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89
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91
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ITEM 13.
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91
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ITEM 14.
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91
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ITEM 15.
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91
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ITEM 16.
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92
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ITEM 16A.
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92
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ITEM 16B.
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92
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ITEM 16C.
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92
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ITEM 16D.
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93
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ITEM 16E.
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93
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ITEM 16F.
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93
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ITEM 16G.
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93
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ITEM 16H.
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94
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ITEM 16I.
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94
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ITEM 16J.
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94
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ITEM 16K.
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94
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95
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ITEM 17.
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95
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ITEM 18.
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95
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ITEM 19.
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96
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• |
“ioneer” refers to ioneer Ltd, unless otherwise indicated;
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• |
“the Company”, “we”, “us”, or “our” refer
to ioneer Ltd and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated;
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• |
“shares” or “ordinary shares” refers to our ordinary shares;
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• |
“ADS” refers to the American depositary shares; and
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“ASX” refers to the Australian Securities Exchange.
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• |
risks related to our limited operating history in the lithium and boron industry;
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• |
risks related to our status as a development stage company;
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• |
risks related to our ability to identify mineralization and achieve commercial mining at the Project;
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• |
risks related to mining, exploration and mine construction, if warranted, on our properties;
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• |
risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities;
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• |
risks related to investment risk and operational costs associated with our exploration activities;
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• |
risks related to our ability to access capital and the financial markets;
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• |
risks related to compliance with government regulations;
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• |
risks related to our ability to acquire necessary mining licenses, permits or access rights;
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• |
risks related to environmental liabilities and reclamation costs;
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• |
risks related to volatility in lithium or boron prices or demand for lithium or boron;
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• |
risks related to stock price and trading volume volatility;
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• |
risks relating to the development of an active trading market for the ADSs;
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• |
risks related to ADS holders not having certain shareholder rights;
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• |
risks related to ADS holders not receiving certain distributions; and
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• |
risks related to our status as a foreign private issuer and emerging growth company.
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ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE
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ITEM 3. |
KEY INFORMATION
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A. |
[Reserved]
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B. |
Capitalization and Indebtedness
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C. |
Reasons for the Offer and Use of Proceeds
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D. |
Risk Factors
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• |
the discovery of unusual or unexpected geological formations;
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• |
accidental fires, floods, earthquakes or other natural disasters;
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• |
unplanned power outages and water shortages;
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• |
controlling water and other similar mining hazards;
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• |
operating labor disruptions and labor disputes;
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• |
the ability to obtain suitable or adequate machinery, equipment, or labor;
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• |
our liability for pollution or other hazards; and
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• |
other known and unknown risks involved in the conduct of exploration and operation of mines.
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• |
a significant, prolonged decrease in the market prices of lithium or boron;
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• |
difficulty in marketing and/or selling lithium or boron;
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• |
significantly higher than expected capital costs to construct our mine;
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• |
significantly higher than expected extraction costs;
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• |
significantly lower than expected ore extraction;
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• |
significantly lower than expected recoveries;
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• |
significant delays, reductions or stoppages of ore extraction activities;
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• |
significant delays in achieving commercial operations; and
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• |
the introduction of significantly more stringent regulatory laws and regulations.
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• |
adverse economic conditions;
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• |
adverse general capital market conditions;
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• |
poor performance and health of the lithium or mining industries in general;
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• |
bankruptcy or financial distress of unrelated lithium companies or marketers;
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• |
significant decrease in the demand for lithium; or
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• |
adverse regulatory actions that affect our exploration and construction plans or the use of lithium generally.
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• |
our ability to develop existing properties;
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• |
our ability to obtain leases or options on properties;
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• |
our ability to identify and acquire new exploratory prospects;
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• |
our ability to continue to retain and attract skilled personnel;
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• |
our ability to maintain or enter into new relationships with project partners and independent contractors;
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• |
the results of our development and exploration programs;
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• |
the market prices for our production;
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• |
our access to capital; and
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• |
our ability to enter into sales arrangements.
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• |
changes or delays in development or exploration activities;
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• |
actual or expected fluctuations in our prospects or operating results;
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• |
changes in the demand for, or market prices of, lithium or boron;
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• |
additions to or departures of our key personnel;
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• |
fluctuations of exchange rates between the U.S. dollar and the Australian dollar;
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• |
changes or proposed changes in laws and regulations;
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• |
changes in trading volume of ADSs on Nasdaq and of our ordinary shares on the ASX;
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• |
sales or perceived potential sales of the ADSs or ordinary shares by us, our directors, senior management or our shareholders in the future;
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• |
announcement or expectation of additional financing efforts; and
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• |
conditions in the U.S. or Australian financial markets or changes in general economic conditions.
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• |
it did not have jurisdiction;
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• |
it was not an appropriate forum for such proceedings;
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• |
applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares or ADSs and us or our directors and
officers; or
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• |
the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.
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• |
effect service of process within the United States upon certain directors and executive officers or on us;
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• |
enforce in U.S. courts judgments obtained against any of our directors and executive officers or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S.
securities laws;
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• |
enforce in U.S. courts judgments obtained against any of our directors and senior management or us in courts of jurisdictions outside the United States in any action, including actions under the civil
liability provisions of U.S. securities laws; or
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• |
bring an original action in an Australian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.
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• |
the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the United States Securities and
Exchange Commission, or SEC) or more;
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• |
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act,
which is currently expected to be June 30, 2028, unless we change our fiscal year;
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• |
the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
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• |
the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the Exchange Act, which would occur in future fiscal years if the
market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second fiscal quarter.
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ITEM 4. |
INFORMATION ON THE COMPANY
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A. |
History and Development of the Company
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• |
Stauffer Chemicals drilling boreholes in the vicinity more than 50 years ago.
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• |
U.S. Borax drilled 16 holes on the Cave Spring property between 1987 and 1992 and excavated and sampled numerous trenches. U.S. Borax held claims until sometime after 2000, at which time the property
was released by U.S. Borax and acquired by Gold Summit Corp.
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• |
In 2003, our predecessor, Global Geoscience Limited, began exploratory operations in Nevada under the leadership of our current Managing Director, Bernard Rowe.
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• |
In 2010 and 2011, JOGMEC-American Lithium, after acquiring the property from Gold Summit, resampled existing trenches and drilled a total of 21 diamond core HQ-sized core holes (approximately 16,850
feet) as well as 15 reverse circulation (RC) rotary percussion holes (approximately 12,000 feet) in the South Basin, for a total of nearly 29,000 feet of drilling.
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• |
In 2015, Boundary Peak Minerals acquired mineral rights to the property prior to its transfer to us in 2016.
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• |
In 2016, we acquired our initial interest in the Rhyolite Ridge Project under a Mining Lease and Option to Purchase Agreement with Boundary Peak Minerals dated June 3, 2016. We exercised our option to
purchase and acquired title to the unpatented mining claims in May 2017.
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• |
During 2016 and 2017, we drilled an additional 28 RC holes (17,330 feet) and 3 diamond HQ core holes (about 2,800 feet) at the property, for a total of over 20,000 feet of drilling.
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• |
During 2017 and 2018, we performed all payment obligations under the mining lease.
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• |
In October 2018, we completed a Prefeasibility Study (PFS).
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• |
During 2018 and 2019, we commissioned additional infill drilling to further define the lithium-boron resource at the site, collecting and testing approximately 29,000 feet of additional core and
installing one test well, three monitoring wells, and five vibrating wire piezometers. In addition, we signed our first binding offtake agreement for boron.
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• |
In 2020, we completed a definitive feasibility study which affirmed the Project’s scale, long life and potential to become a low-cost and globally significant producer of both lithium and boron
products.
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• |
During 2021, we announced our first lithium offtake agreement and continued to advance engineering, funding discussions and project permitting.
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• |
In September 2021, we agreed to enter into the Strategic Partnership with Sibanye-Stillwater to develop the Rhyolite Ridge Project. Under the terms of the agreement, subject to the satisfaction of
conditions precedent, Sibanye-Stillwater will contribute US$490 million for a 50% interest in the Joint Venture holding the project, with ioneer maintaining a 50% interest and retaining operatorship.
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• |
In October 2021, the Company completed a US$70 million strategic investment by Sibanye-Stillwater.
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• |
In February 2022, we announced that EcoPro Group, a major Korean battery manufacturer had increased its 3-year lithium offtake volume to 7,000 tpa.
|
• |
In June 2022, our ADSs were listed and commenced trading on Nasdaq.
|
• |
In July 2022, we agreed a binding 5-year offtake agreement with the Ford Motor Company for 7,000 tpa of lithium carbonate.
|
• |
In August 2022, we announced a binding 5-year offtake agreement with Prime Planet Energy & Solutions, Inc. (“PPES”), a joint venture between Toyota Motor
Corporation and Panasonic Corporation, for 4,000 tpa of lithium carbonate.
|
• |
In December 2022, the BLM announced its decision to publish the Notice of Intent for Rhyolite Ridge Lithium-Boron Project in the federal register, representing a major milestone toward completion of the
NEPA process and approval of the Project’s Plan of Operations.
|
• |
In January 2023, we announced finalization of a term sheet and offer of a Conditional Commitment for a proposed loan of up to US$700 million from the DOE Loan Programs Office for financing the
construction of the Rhyolite Ridge Lithium-Boron Project.
|
• |
In May 2023, we announced a lithium offtake agreement with Dragonfly Energy Holdings Corp. (NASDAQ: DFLI), a Nevada-based industry leader in energy storage.
|
• |
In October 2023, we announced a Research and Development Memorandum of Understanding with EcoPro Innovation Co Ltd, a global leader in battery grade high purity lithium hydroxide conversion. The Lithium
Clay R&D project is currently excluded from the Stage 1 Project design and economics.
|
• |
In April 2024, we announced the draft Environmental Impact Statement (DEIS) for the Project was made public by the Federal Bureau of Land Management (BLM) and was published in the Federal Register.
|
• |
In April 2024, we announced that we had completed three separate geotechnical drilling programs (53 drill holes in total) under 2920 permits with a primary reason to collect geotechnical data. The 53
holes were drilled outside of the then Mineral Resource over an area of approximately 0.8 km2 – compared to the 3 km2 footprint of the current Resource.
|
• |
In September 2024, the BLM published the Final Environmental Impact Statement (EIS) regarding the Rhyolite Ridge Project, which included the FWS Biological Opinion concluding the Project would not
jeopardize ESA-listed Tiehm’s buckwheat or adversely modify its critical habitat. Publication of the Final EIS begins a 30-day statutory waiting period before a Record of Decision (ROD) can be issued.
|
• |
Demonstrated potential to become a world-class lithium-boron producer
|
• |
Definitive Feasibility Study (2020) confirms plans for a large, long life, low cost operation
|
• |
Strategically advantageous location in a tier-one mining jurisdiction with easy access to key US and Asian markets
|
• |
Set to produce two materials essential in a modern world and well-positioned to capitalize on expected electric vehicle demand boom
|
• |
Completed offtake strategy for both boron and lithium production, obtained significant equity financing, subject to the satisfaction of conditions precedent, via the Strategic Partnership with
Sibanye-Stillwater and US$700 million conditional loan from U.S. Department of Energy Loan Programs Office
|
• |
Engaged top-tier mining, engineering, processing and environmental partners in Fluor, Veolia, and AtkinsRealis (previously SNC Lavalin). Approximately 70% detailed engineering has been completed on a
state of the art facility
|
• |
Highly experienced board and management with necessary skills to develop, build and operate a world-class lithium-boron mine
|
• |
Complete required permitting and zoning activities. Though we must obtain several permits, there are three key permits necessary before we can
begin construction at Rhyolite Ridge, namely:
|
• |
a Class II Air Quality Permit from the Nevada State Government (Received in June 2021; an application will be submitted to amend this permit based on an updated mine plan being considered by BLM),
|
• |
a Water Pollution Control Permit from the Nevada State Government (Received July 2021; an application has been submitted to amend this permit based on an updated mine plan being considered by BLM); and
|
• |
completion of an environmental review and final decision by the federal government authorizing the use of federal land under the National Environmental Policy Act (“NEPA”)
– Expected in October 2024.
|
• |
Undertake discussions with potential offtake parties for future sales of lithium and boron products.
|
• |
Lithium – We announced our first lithium offtake agreement on June 30, 2021 with EcoPro, a large Korean battery manufacturer. On February 16, 2022 we announced that EcoPro had exercised an option
under the agreement to increase the annual supply volume. Under the agreement, we will deliver 7,000 tonnes per annum (tpa) of lithium carbonate to EcoPro over a three-year term, which we estimate will represent approximately
one-third of our projected lithium carbonate production over that period. On July 22, 2022 we announced a five-year binding offtake agreement with the Ford Motor Company for the supply of 7,000 tpa of technical grade lithium
carbonate. On August 1, 2022 we announced the signing of a further five-year binding offtake agreement with PPES, a joint venture battery company between Toyota Motor Corporation and Panasonic Corporation. The agreement is for a
total of 4,000 tonnes per annum of lithium carbonate from ioneer’s Rhyolite Ridge Lithium-Boron operation in Nevada and represents approximately 19% of annual output in the first five years of production. In total, the three binding
offtake agreements account for approximately 87% of our expected first three years of production of lithium carbonate. In May 2023, we announced a commercial offtake agreement partnership with Dragonfly Energy Holdings Corp.
(“Dragonfly”) for a variable amount of surplus tons available after meeting previously announced offtake commitments. The contract duration is three years beginning when ioneer notifies Dragonfly that the project has been fully
completed and commissioned.
|
• |
Boron – On December 18, 2019, we announced our first binding offtake agreement for the sale of boric acid to Dalian Jinma Boron Technology Group Co. Ltd (“Jinma”)
for 105,000 tpa of boric acid which included a distribution agreement for the territories of China and Taiwan. On May 21, 2020, we announced that we had secured two separate boric acid Distribution and Sales Agreements for the supply
of boric acid to Kintamani Resources Pte Limited and Boron Bazar Limited. In aggregate, the volume commitments and minimum volume targets in these agreements place 100% of our first year of projected boric acid production, and more
than 85% of boric acid production in years two and three. As with our lithium carbonate agreements, we anticipate entering into offtake and other sales agreements with a variety of partners to build a diversified customer base for
our boric acid production. We anticipate that our boric acid production will account for approximately 30% of the Project’s revenue.
|
• |
Complete pre-construction engineering. This workstream includes progressing engineering from the DFS phase to the start of the Full Notice to
Proceed (“FNTP”) phase; also known as the Engineering, Procurement, and Construction Management (“EPCM”) phase. The key aim of ongoing activities is to
be construction ready to support construction mobilization following FNTP award. The FNTP award will be dependent on the receipt of all permitting.
|
• |
Complete required financing activities. We estimated in April 2020 that development of the Rhyolite Ridge Project would require approximately
US$785 million, and we will update the cost estimate prior to making a FID. If we ultimately make an FID to develop the Project, we will need to secure substantial additional funds to complete development. We expect to obtain a US$490
million equity contribution from Sibanye- Stillwater as part of the Strategic Partnership, subject to the satisfaction of conditions precedent. In January 2023, the Project received a conditional commitment from the DOE Loan Program’s
Office to provide up to US$700 million of debt financing. Even if the conditions precedent are met and Sibanye-Stillwater makes a US$490 million equity contribution, we may need to secure substantial additional funds, through future
debt or equity financings, to complete development of the Project.
|
• |
Complete Construction at the Rhyolite Ridge Project. We are targeting to commence construction as soon as all permitting is received, funding is
in place and the Company makes an FID to construct the Project. We currently anticipate starting construction in the first half of
calendar year 2025, the construction period is expected to be approximately 36 months (including the supply of long-lead items), meaning we currently expect to complete construction of the mine by calendar year 2028.
|
• |
First production by calendar year 2028. We are targeting to have our first production by calendar year 2028 (assuming an FID is taken in the first
quarter of calendar year 2025). We anticipate a 6-month period of ramp-up of production.
|
• |
Continue our exploration programs. Our development of the Rhyolite Ridge Project is situated in the southern basin (the “South Basin”) and all resource and reserve estimates are for the South Basin. Pursuant to our mine plan of operations, we intend to conduct further activities to define additional reserves and resources in the South
Basin. We are also currently undertaking technical studies to assess the additional economic potential of the northern basin of Rhyolite Ridge (the “North Basin”) and defining additional
reserves and resources.
|
Contained
|
|||||||||
Stream
|
Group
|
Classification
|
Tonnage
Ktonnes
|
Li
(ppm)
|
B
(ppm)
|
Li2CO3
(wt. %)
|
H3BO3
(wt. %)
|
Li2CO3
(kt)
|
H3BO3
(kt)
|
Stream 1
(> 5,000 ppm B)
|
Upper Zone
B5 Unit
|
Measured
|
29,701
|
1,875
|
16,801
|
1.00
|
9.61
|
296
|
2,853
|
Indicated
|
39,623
|
1,815
|
15,126
|
0.97
|
8.65
|
383
|
3,427
|
||
Measured and Indicated
|
69,324
|
1,841
|
15,843
|
0.98
|
9.06
|
679
|
6,280
|
||
Inferred
|
14,507
|
1,818
|
13,047
|
0.97
|
7.46
|
140
|
1,082
|
||
Total
|
83,830
|
1,837
|
15,359
|
0.98
|
8.78
|
819
|
7,362
|
||
Upper Zone
M5 Unit
|
Measured
|
1,255
|
2,519
|
5,851
|
1.34
|
3.35
|
17
|
42
|
|
Indicated
|
934
|
1,226
|
5,947
|
1.18
|
3.40
|
11
|
32
|
||
Measured and Indicated
|
2,189
|
2,394
|
5,892
|
1.27
|
3.37
|
28
|
74
|
||
Inferred
|
269
|
2,444
|
6,451
|
1.30
|
3.69
|
3
|
10
|
||
Total
|
2,458
|
2,400
|
5,953
|
1.28
|
3.40
|
31
|
84
|
||
Upper Zone
S5 Unit
|
Measured
|
589
|
1,483
|
6,586
|
0.79
|
3.77
|
5
|
22
|
|
Indicated
|
1,289
|
1,622
|
6,677
|
0.86
|
3.82
|
11
|
49
|
||
Measured and Indicated
|
1,878
|
1,578
|
6,648
|
0.84
|
3.80
|
16
|
71
|
||
Inferred
|
304
|
2,520
|
5,899
|
1.34
|
3.37
|
4
|
10
|
||
Total
|
2,182
|
1,709
|
6,544
|
0.91
|
3.74
|
20
|
82
|
||
Upper Zone
Total
|
Measured
|
31,544
|
1,893
|
16,175
|
1.01
|
9.25
|
318
|
2,917
|
|
Indicated
|
41,846
|
1,818
|
14,660
|
0.97
|
8.38
|
405
|
3,508
|
||
Measured and Indicated
|
73,390
|
1,850
|
15,311
|
0.98
|
8.76
|
723
|
6,425
|
||
Inferred
|
15,079
|
1,844
|
12,785
|
0.98
|
7.31
|
148
|
1,102
|
||
Total
|
88,470
|
1,849
|
14,881
|
0.98
|
8.51
|
871
|
7,528
|
||
Lower Zone
L6 Unit
|
Measured
|
11,634
|
1,382
|
10,541
|
0.74
|
6.03
|
86
|
701
|
|
Indicated
|
32,389
|
1,316
|
8,982
|
0.70
|
5.14
|
227
|
1,663
|
||
Measured and Indicated
|
44,023
|
1,333
|
9,394
|
0.71
|
5.37
|
313
|
2,364
|
||
Inferred
|
20,529
|
1,388
|
11,673
|
0.74
|
6.67
|
152
|
1,370
|
||
Total
|
64,551
|
1,351
|
10,118
|
0.72
|
5.79
|
464
|
3,735
|
||
Total Stream 1
(all zones)
|
Measured
|
43,178
|
1,755
|
14,657
|
0.93
|
8.38
|
403
|
3,619
|
|
Indicated
|
74,235
|
1,599
|
12,183
|
0.85
|
6.97
|
632
|
5,171
|
||
Measured and Indicated
|
117,413
|
1,657
|
13,093
|
0.88
|
7.49
|
1,035
|
8,790
|
||
Inferred
|
35,608
|
1,581
|
12,144
|
0.84
|
6.94
|
300
|
2,473
|
||
Total
|
153,021
|
1,639
|
12,872
|
0.87
|
7.36
|
1,335
|
11,262
|
||
Stream 2
(> 1,090 ppm Li,
no B COG, Low Clay)
|
Upper Zone
B5 Unit
|
Measured
|
1,704
|
2,331
|
2,381
|
1.24
|
1.36
|
21
|
23
|
Indicated
|
4,216
|
2,355
|
2,058
|
1.25
|
1.18
|
53
|
50
|
||
Measured and Indicated
|
5,920
|
2,348
|
2,151
|
1.25
|
1.23
|
74
|
73
|
||
Inferred
|
3,714
|
2,412
|
1,518
|
1.28
|
0.87
|
48
|
32
|
||
Total
|
9,633
|
2,373
|
1,907
|
1.26
|
1.09
|
122
|
105
|
||
Upper Zone
S5 Unit
|
Measured
|
5,012
|
1,429
|
1,179
|
0.76
|
0.67
|
38
|
34
|
|
Indicated
|
10,210
|
1,555
|
1,135
|
0.83
|
0.65
|
84
|
66
|
||
Measured and Indicated
|
15,222
|
1,513
|
1,149
|
0.81
|
0.66
|
123
|
100
|
||
Inferred
|
5,637
|
1,738
|
1,354
|
0.93
|
0.77
|
52
|
44
|
||
Total
|
20,859
|
1,574
|
1,205
|
0.84
|
0.69
|
175
|
144
|
||
Upper Zone Total
|
Measured
|
6,716
|
1,658
|
1,484
|
0.88
|
0.85
|
59
|
57
|
|
Indicated
|
14,425
|
1,789
|
1,405
|
0.95
|
0.80
|
137
|
116
|
||
Measured and Indicated
|
21,141
|
1,747
|
1,430
|
0.93
|
0.82
|
196
|
173
|
||
Inferred
|
9,351
|
2,006
|
1,419
|
1.07
|
0.81
|
100
|
76
|
||
Total
|
30,493
|
1,826
|
1,427
|
0.97
|
0.82
|
296
|
249
|
||
Lower Zone
L6 Unit
|
Measured
|
10,444
|
1,414
|
1,620
|
0.75
|
0.93
|
79
|
97
|
|
Indicated
|
64,839
|
1,435
|
1,595
|
0.76
|
0.91
|
495
|
591
|
||
Measured and Indicated
|
75,283
|
1,432
|
1,598
|
0.76
|
0.91
|
574
|
688
|
||
Inferred
|
36,745
|
1,669
|
1,068
|
0.89
|
0.61
|
326
|
224
|
||
Total
|
112,028
|
1,510
|
1,424
|
0.80
|
0.81
|
900
|
912
|
||
Total Stream 2
(all zones)
|
Measured
|
17,160
|
1,509
|
1,566
|
0.80
|
0.90
|
138
|
154
|
|
Indicated
|
79,264
|
1,500
|
1,560
|
0.80
|
0.89
|
633
|
707
|
||
Measured and Indicated
|
96,424
|
1,501
|
1,561
|
0.80
|
0.89
|
771
|
861
|
||
Inferred
|
46,096
|
1,737
|
1,139
|
0.92
|
0.65
|
426
|
300
|
||
Total
|
142,520
|
1,578
|
1,425
|
0.84
|
0.81
|
1,197
|
1,161
|
||
Stream 3
(> 1,090 ppm Li,
no B COG, High Clay)
|
Total Stream 3
(M5 zone)
|
Measured
|
14,768
|
2,454
|
1,733
|
1.31
|
0.99
|
193
|
146
|
Indicated
|
29,475
|
2,420
|
1,228
|
1.29
|
0.70
|
380
|
207
|
||
Measured and Indicated
|
44,243
|
2,431
|
1,397
|
1.29
|
0.80
|
573
|
353
|
||
Inferred
|
11,619
|
2,388
|
605
|
1.27
|
0.35
|
148
|
40
|
||
Total
|
55,862
|
2,422
|
1,232
|
1.29
|
0.70
|
720
|
394
|
||
Grand Total All Streams and All Units
|
Measured and Indicated
|
258,079
|
1,731
|
6,779
|
0.92
|
3.88
|
2,378
|
10,004
|
|
Inferred
|
93,324
|
1,759
|
5,272
|
0.94
|
3.01
|
873
|
2,813
|
||
Total
|
351,403
|
1,739
|
6,379
|
0.93
|
3.65
|
3,251
|
12,817
|
1. |
Ktonnes = thousand tonnes; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium carbonate; H3BO3 =
boric acid; kt = thousand tonnes.
|
2. |
Totals may differ due to rounding, Mineral Resources reported on a dry in-situ basis. Lithium is converted to Equivalent Contained Tonnes of Lithium Carbonate (Li2CO3) using a stochiometric conversion factor of 5.322, and boron is
converted to Equivalent Contained Tonnes of Boric Acid (H3BO3) using a stochiometric conversion factor of 5.718. Equivalent stochiometric conversion factors are derived from the molecular weights of the individual elements which make
up Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3).
|
3. |
The statement of estimates of Mineral Resources has been compiled by Mr. Herbert E. Welhener, a Competent Person who is a Registered Member of the SME (Society for Mining, Metallurgy, and Exploration), and is a QP Member of MMSA
(the Mining and Metallurgical Society of America). Mr Welhener is a full-time employee of Independent Mining Consultants, Inc. and is independent of Ioneer and its affiliates. Mr Welhener has sufficient experience that is relevant to
the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves’ (JORC Code 2012).
|
4. |
All Mineral Resource figures reported in the table above represent estimates at April 19, 2024. Mineral Resource estimates are not precise calculations, being dependent on the interpretation of limited information on the location,
shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate.
|
5. |
Mineral Resources are reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The Joint Ore Reserves Committee Code – JORC 2012 Edition).
|
6. |
The Mineral Resource estimate is the result of determining the mineralized material that has a reasonable prospect of economic extraction. In making this determination, constraints were applied to the geological model based upon a
pit optimization analysis that defined a conceptual pit shell limit. The conceptual pit shell was based upon a net value per tonne calculation including a 5,000ppm boron cut-off grade for high boron – high lithium (HiB-Li)
mineralisation (Stream 1) and 1,090ppm lithium cut-off grade for low boron (LoB-Li) mineralisation below 5,000ppm boron broke in to two material types low clay and high clay material respectfully (Stream 2 and Stream 3). The pit shell
was constrained by a conceptual Mineral Resource optimized pit shell for the purpose of establishing reasonable prospects of eventual economic extraction based on potential mining, metallurgical and processing grade parameters
identified by mining, metallurgical and processing studies performed to date on the Project. Key inputs in developing the Mineral Resource pit shell included a 5,000ppm boron cut-off grade for HiB-Li mineralisation, 1,090ppm lithium
cut-off grade for LoB-Li low clay mineralisation and 1,090 ppm lithium cut-off grade for LoB-Li high clay mineralisation; mining cost of US$1.54 /tonne; plant feed processing and grade control costs which range between US$52.34/tonne
and US$87.43/tonne of plant feed (based on the acid consumption per seam based on the mineral resource average grades); boron and lithium recovery for Stream 1 of 80.2% and 85.7%; Stream 2 and 3: M5 65% and 78%, B5 80% and 86%, S5 50%
and 88%, L6 37% and 85%, respectively; boric acid sales price of US$1,016.67/tonne; lithium carbonate sales price of US$17,868.50/tonne.
|
7. |
The point of reference for mineral resources is in-situ on the Project site and inclusive of Reserves.
|
Processing Stream
|
Group
|
Classification
|
Tonnes
(Mt)
|
Li
(ppm)
|
B
(ppm)
|
Li2CO3
(wt. %)
|
H3BO3
(wt. %)
|
Li2CO3
(kt)
|
H3BO3
(kt)
|
Combined
Streams
|
April 2024
Resource
|
Measured and
Indicated
|
258.1
|
1,731
|
6779
|
0.9
|
3.9
|
2,378
|
10,004
|
Inferred
|
93.3
|
1,759
|
5272
|
1.0
|
3.0
|
873
|
2,813
|
||
Total
|
351.4
|
1,739
|
6379
|
0.9
|
3.6
|
3,251
|
12,817
|
||
March 2023 Resource
|
Measured and
Indicated
|
294.5
|
1,726
|
7235
|
0.9
|
4.1
|
2,720
|
12,200
|
|
Inferred
|
65.7
|
1,821
|
4952
|
1.0
|
3.0
|
630
|
1,860
|
||
Total
|
360.2
|
1,743
|
6,819
|
0.9
|
3.9
|
3,350
|
14,060
|
||
Variation
|
Measured and
Indicated
|
(36.4)
|
1,684
|
10,468
|
0.9
|
5.9
|
(342)
|
(2,196)
|
|
Inferred
|
27.6
|
1,610
|
6,032
|
0.9
|
3.5
|
243
|
953
|
||
Total
|
(8.8)
|
1,918
|
24,381
|
1.1
|
13.3
|
(99)
|
(1,243)
|
• |
the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;
|
• |
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act,
which is currently expected to be June 30, 2028, unless we change our fiscal year;
|
• |
the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
|
• |
the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended, or the
Exchange Act, which would occur in future fiscal years if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second fiscal quarter.
|
B. |
Business Overview
|
• |
Binding lithium offtake supply agreement between the Company and EcoPro Innovation Co. Ltd, a three-year agreement for a total of 7,000 tpa of technical-grade lithium carbonate, upon commencement of
production.
|
• |
Binding lithium offtake supply agreement between the Company and the Ford Motor Company, a five-year agreement for a total of 7,000 tpa of technical-grade lithium carbonate, upon commencement of
production.
|
• |
Binding lithium offtake supply agreement between the Company and PPES, a joint venture between Toyota Motor Corporation and Panasonic Corporation, a five-year agreement for a total of 4,000 tpa of
technical-grade lithium carbonate, upon commencement of production.
|
• |
Binding boric acid offtake agreement between the Company and Dalian Jinma Boron Technology, a five-year agreement for 105,000 tpa of boric acid, upon commencement of production.
|
• |
Three-year boric acid distribution and sales agreement with Kintamani Resources Pte Limited for certain minimum sales volume targets of boric acid, upon commencement of production.
|
• |
Three-year boric acid distribution and sales agreement with Boron Bazar Limited for certain minimum sales volume targets of boric acid, upon commencement of production.
|
• |
fluctuations in the market prices for lithium or boron;
|
• |
fluctuating supplies of lithium or boron;
|
• |
changes in the demand for, or market prices of, lithium or boron; and
|
• |
mining activities of others.
|
• |
require notice to stakeholders of proposed and ongoing operations;
|
• |
require the installation of pollution control equipment;
|
• |
restrict the types, quantities and concentration of various substances that can be released into the environment in connection with mining or drilling activities;
|
• |
limit or prohibit mining or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could
impact the environment, including scarce water resources;
|
• |
impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Project site; and
|
• |
require preparation of an Environmental Assessment or an Environmental Impact Statement.
|
• |
NEPA, which requires evaluation of the environmental impacts of mining operations that require federal approvals;
|
• |
Clean Air Act, or CAA, and its amendments, which governs air emissions;
|
• |
Clean Water Act, or CWA, which governs discharges to and excavations within the waters of the United States;
|
• |
Safe Drinking Water Act, or SDWA, which governs the underground injection and disposal of wastewater;
|
• |
FLPMA, which governs BLM’s management of the federal public lands;
|
• |
Resource Conservation and Recovery Act, or RCRA, which governs the management of solid waste;
|
• |
Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, which imposes liability where hazardous substances have been released into the environment (commonly known as
Superfund); and
|
• |
Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in mining, related operations, and preparation and milling
of the minerals extracted, as well as the Occupational Safety and Health Act, which regulates the protection of the health and safety of workers to the extent such protection is not already addressed by the Federal Mine Safety and
Health Act.
|
C. |
Organizational Structure
|
D. |
Property, Plant and Equipment
|
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
A. |
Operating Results
|
Consolidated Statement of Profit and Loss and Other
Comprehensive Income
(in thousands)
|
Fiscal
2024
|
Fiscal
2023
|
Fiscal
2022
|
|||||||||
US$’000
|
US$’000
|
US$’000
|
||||||||||
Exploration expenditure written off
|
(31
|
)
|
(45
|
)
|
(17
|
)
|
||||||
Other income
|
-
|
-
|
-
|
|||||||||
Employee benefits expensed
|
(5,344
|
)
|
(5,967
|
)
|
(5,056
|
)
|
||||||
Other expenses
|
(3,850
|
)
|
(3,684
|
)
|
(6,899
|
)
|
||||||
Loss from operating activities
|
(9,225
|
)
|
(9,696
|
)
|
(11,972
|
)
|
||||||
Finance income
|
1,411
|
3,321
|
3,486
|
|||||||||
Finance costs
|
(11
|
)
|
(16
|
)
|
(17
|
)
|
||||||
Net finance income / (costs)
|
1,400
|
3,305
|
3,469
|
|||||||||
Loss before tax
|
(7,825
|
)
|
(6,391
|
)
|
(8,503
|
)
|
||||||
Income tax expense
|
-
|
-
|
-
|
|||||||||
Loss for the year
|
(7,825
|
)
|
(6,391
|
)
|
(8,503
|
)
|
||||||
Loss attributable to equity holders of the company
|
(7,825
|
)
|
(6,391
|
)
|
(8,503
|
)
|
Consolidated Statement of Financial Position (in thousands)
|
Fiscal
2024
|
Fiscal
2023
|
||||||
US$’000
|
US$’000
|
|||||||
Current assets
|
||||||||
Cash assets
|
35,715
|
52,709
|
||||||
Receivables
|
324
|
353
|
||||||
Prepayments
|
19
|
-
|
||||||
Total current assets
|
36,058
|
53,062
|
||||||
Non-current assets
|
-
|
|||||||
Receivables
|
276
|
307
|
Plant and equipment
|
406
|
522
|
||||||
Right of use asset
|
71
|
202
|
||||||
Exploration and evaluation expenditure
|
187,664
|
152,226
|
||||||
Total non-current assets
|
188,417
|
153,257
|
||||||
Total assets
|
224,475
|
206,319
|
||||||
Current liabilities
|
||||||||
Payables
|
4,543
|
8,340
|
||||||
Lease liabilities
|
41
|
134
|
||||||
Provisions
|
428
|
368
|
||||||
Borrowings
|
1,200
|
-
|
||||||
Total current liabilities
|
6,212
|
8,842
|
||||||
Non-current liabilities
|
||||||||
Lease liabilities – non-current
|
42
|
78
|
||||||
Total non-current liabilities
|
42
|
78
|
||||||
Total liabilities
|
6,254
|
8,920
|
||||||
Net assets
|
218,221
|
197,399
|
||||||
Equity
|
||||||||
Contributed equity
|
218,671
|
255,364
|
||||||
Reserves
|
(3,098
|
)
|
(5,438
|
)
|
||||
Accumulated losses
|
(60,352
|
)
|
(52,527
|
)
|
||||
Total equity
|
218,221
|
197,399
|
Expenses incurred (in thousands)
|
Fiscal
2024
|
Fiscal
2023
|
Fiscal
2022
|
|||||||||
US$’000
|
US$’000
|
US$’000
|
||||||||||
Exploration expenditure written off
|
(31
|
)
|
(45
|
)
|
(17
|
)
|
||||||
Employee benefits expensed
|
(5,344
|
)
|
(5,967
|
)
|
(5,056
|
)
|
||||||
Other expenses
|
(3,850
|
)
|
(3,684
|
)
|
(6,899
|
)
|
||||||
Finance costs
|
(11
|
)
|
(16
|
)
|
(17
|
)
|
• |
Employee benefits expense decreased US$623,000;
|
• |
Other expenses increased US$166,000;
|
• |
Finance income decreased US$1,910,000; and
|
• |
Finance costs decreased US$5,000
|
• |
Employee benefits expense increased US$911,000;
|
• |
Other expenses decreased US$3,215,000;
|
• |
Finance income decreased US$165,000; and
|
• |
Finance costs decreased US$1,000.
|
Consolidated Statement of Cash Flows (in thousands)
|
Fiscal 2024
|
Fiscal 2023
|
Fiscal 2022
|
|||||||||
US$’000
|
US$’000
|
US$’000
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Payment to suppliers and employees
|
(7,198
|
)
|
(8,069
|
)
|
(9,345
|
)
|
||||||
Interest and other finance costs paid
|
-
|
-
|
-
|
|||||||||
Net cash flows used in operating activities
|
(7,198
|
)
|
(8,069
|
)
|
(9,345
|
)
|
||||||
Cash flows from investing activities
|
||||||||||||
Expenditure on mining exploration
|
(36,635
|
)
|
(33,333
|
)
|
(28,436
|
)
|
||||||
Purchase of equipment
|
(2
|
)
|
(601
|
)
|
-
|
|||||||
Interest received
|
1,254
|
1,462
|
49
|
|||||||||
Net cash flows used in investing activities
|
(35,383
|
)
|
(32,472
|
)
|
(28,387
|
)
|
||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from the issue of shares
|
25,141
|
-
|
71,793
|
|||||||||
Proceeds from borrowings
|
1,200
|
-
|
-
|
|||||||||
Proceeds from exercise of options
|
55
|
-
|
5,689
|
|||||||||
Equity raising expenses
|
(780
|
)
|
(12
|
)
|
(1,928
|
)
|
||||||
Payments of lease liability
|
(130
|
)
|
(213
|
)
|
(162
|
)
|
||||||
Net cash flows received / (used in) financing activities
|
25,486
|
(225
|
)
|
75,392
|
||||||||
Net increase / (decrease) in cash held
|
(17,095
|
)
|
(40,766
|
)
|
37,660
|
|||||||
Cash at the beginning of the financial year
|
52,709
|
94,177
|
6,475
|
|||||||||
Effect of exchange rate fluctuations on balances of cash held in USD
|
101
|
(702
|
)
|
(5,958
|
)
|
|||||||
Closing cash carried forward
|
35,715
|
52,709
|
94,177
|
B. |
Liquidity and Capital Resources
|
C. |
Research and Development, Patents and Licenses
|
D. |
Trend Information
|
E. |
Critical Accounting Estimates
|
A. |
Directors and Senior Management
|
Name
|
Age
|
Position
|
|||
James D. Calaway
|
67
|
Executive Chairman
|
|||
Bernard Rowe
|
57
|
Managing Director & Chief Executive Officer
|
|||
Alan Davies
|
53
|
Independent Non-executive Director
|
|||
Stephen Gardiner
|
66
|
Independent Non-executive Director
|
|||
Rose McKinney-James
|
72
|
Independent Non-executive Director
|
|||
Margaret Walker
|
72
|
Independent Non-executive Director
|
|||
Ian Bucknell
|
54
|
Chief Financial Officer & Company Secretary
|
|||
Ken Coon
|
63
|
Vice President of Human Resources
|
|||
Yoshio Nagai
|
63
|
Vice President Commercial Sales & Marketing
|
|||
Matt Weaver
|
58
|
Senior Vice President of Engineering & Operations
|
|||
Chad Yeftich
|
49
|
Vice President Corporate Development & External Affairs
|
B. |
Compensation
|
• |
we are currently focused on undertaking exploration, appraisal and development activities;
|
• |
risks associated with developing resource companies whilst exploring and developing projects; and
|
• |
other than profit which may be generated from asset sales, we do not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of our projects.
|
• |
Fixed: Annual base salary.
|
• |
Variable short-term incentive: annual cash bonus.
|
• |
Variable equity: performance rights granted under shareholder approved equity incentive plans
|
• |
Post-employment benefits: superannuation contributions and similar retirement benefits savings for non-Australian executives.
|
• |
Adequate financial incentives, commensurate with the market to attract and retain suitably qualified and experienced directors to replace existing non-executive directors;
|
• |
Appropriate arrangements to be put in place to ensure a smooth transition on replacement of directors, including a period of overlap if required; and
|
• |
Increases in non-executive directors in the future should it be considered appropriate.
|
Name
|
||||||||||||||||||||||||||||||||||||
(Position)
|
Year Base Salary
|
Super-annuation, Health & Life Benefits
|
Non-
Monetary
Benefits
|
STI
|
Long
Service
Leave
|
Share
Based
Payment
Options
& Rights
|
Total
Statutory
Remuneration
|
% of performance- based rem.
|
||||||||||||||||||||||||||||
Non-Executive Director
|
||||||||||||||||||||||||||||||||||||
Alan Davies
|
2024
|
65,000
|
-
|
-
|
-
|
-
|
35,807
|
100,807
|
36
|
%
|
||||||||||||||||||||||||||
2023
|
65,000
|
-
|
-
|
-
|
-
|
26,032
|
91,032
|
29
|
%
|
|||||||||||||||||||||||||||
Stephen Gardiner
|
2024
|
65,000
|
-
|
-
|
-
|
-
|
64,658
|
129,658
|
50
|
%
|
||||||||||||||||||||||||||
2023
|
56,033
|
-
|
-
|
-
|
-
|
42,973
|
99,006
|
43
|
%
|
|||||||||||||||||||||||||||
Rose McKinney-James
|
2024
|
65,000
|
-
|
-
|
-
|
-
|
48,609
|
113,609
|
43
|
%
|
||||||||||||||||||||||||||
2023
|
65,000
|
-
|
-
|
-
|
-
|
48,049
|
113,049
|
43
|
%
|
|||||||||||||||||||||||||||
Margaret R Walker
|
2024
|
65,000
|
-
|
-
|
-
|
-
|
48,609
|
113,609
|
43
|
%
|
||||||||||||||||||||||||||
2023
|
65,000
|
-
|
-
|
-
|
-
|
48,049
|
113,049
|
43
|
%
|
|||||||||||||||||||||||||||
Executive Director
|
||||||||||||||||||||||||||||||||||||
James D Calaway
|
2024
|
462,000
|
-
|
-
|
188,000
|
-
|
146,767
|
796,767
|
42
|
%
|
||||||||||||||||||||||||||
2023
|
450,000
|
-
|
-
|
216,000
|
-
|
323,314
|
989,314
|
55
|
%
|
|||||||||||||||||||||||||||
Bernard Rowe
|
2024
|
386,361
|
18,032
|
-
|
313,000
|
15,114
|
240,071
|
972,578
|
57
|
%
|
||||||||||||||||||||||||||
2023
|
379,984
|
18,502
|
-
|
331,200
|
8,791
|
378,135
|
1,116,612
|
64
|
%
|
|||||||||||||||||||||||||||
Executives
|
||||||||||||||||||||||||||||||||||||
Ian Bucknell
|
2024
|
294,749
|
18,032
|
-
|
141,000
|
40,269
|
335,562
|
829,612
|
57
|
%
|
||||||||||||||||||||||||||
2023
|
277,884
|
18,502
|
4,639
|
161,400
|
-
|
133,474
|
595,899
|
49
|
%
|
|||||||||||||||||||||||||||
Ken Coon
|
2024
|
258,167
|
1,027
|
46,289
|
85,000
|
-
|
199,807
|
590,289
|
48
|
%
|
||||||||||||||||||||||||||
2023
|
249,333
|
1,027
|
43,220
|
120,000
|
-
|
94,225
|
507,805
|
42
|
%
|
|||||||||||||||||||||||||||
Yoshio Nagai
|
2024
|
274,717
|
16,516
|
-
|
103,000
|
-
|
215,971
|
610,203
|
52
|
%
|
||||||||||||||||||||||||||
2023
|
264,375
|
16,800
|
-
|
127,200
|
-
|
102,686
|
511,061
|
45
|
%
|
|||||||||||||||||||||||||||
Chad Yeftich
|
2024
|
275,580
|
45,948
|
-
|
112,000
|
-
|
234,278
|
667,807
|
52
|
%
|
||||||||||||||||||||||||||
2023
|
225,000
|
54,174
|
-
|
129,600
|
-
|
118,147
|
526,921
|
47
|
%
|
|||||||||||||||||||||||||||
Matt Weaver
|
2024
|
312,524
|
21,936
|
-
|
165,000
|
-
|
314,123
|
813,582
|
59
|
%
|
||||||||||||||||||||||||||
2023
|
302,869
|
23,229
|
-
|
175,375
|
-
|
185,603
|
687,076
|
53
|
%
|
|||||||||||||||||||||||||||
Total
|
2024
|
2,524,097
|
121,491
|
46,289
|
1,107,000
|
55,383
|
1,884,261
|
5,738,522
|
||||||||||||||||||||||||||||
2023
|
2,400,478
|
101,365
|
47,859
|
1,260,775
|
8,791
|
1,500,687
|
5,319,954
|
Ordinary shares | Performance rights | Options | ||||||||||||||||||||||||||||||||||||||||||
Name
|
Balance at
30/06/23
|
Acquired1
|
Disposed2
|
Other
|
Balance at
30/06/24
|
Balance
at
30/06/23
|
Net change
|
Balance at
30/06/24
|
Balance at 30/06/23 | Net change |
Balance
at
30/06/24
|
|||||||||||||||||||||||||||||||||
Non-Executive Directors
|
||||||||||||||||||||||||||||||||||||||||||||
Alan Davies |
3,996,559
|
777,486
|
-
|
-
|
4,774,045
|
71,449
|
180,765
|
252,214
|
1,010,830
|
(357,710
|
) |
653,120
|
||||||||||||||||||||||||||||||||
Stephen Gardiner4
|
-
|
71,449
|
-
|
-
|
71,449
|
271,449
|
180,765
|
452,214
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||
Rose McKinney-James
|
46,407
|
371,449
|
-
|
-
|
417,856
|
371,449
|
(119,235
|
)
|
252,214
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
Margaret R Walker
|
126,407
|
371,449
|
-
|
-
|
497,856
|
371,449
|
(119,235
|
)
|
252,214
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
Executive Directors
|
||||||||||||||||||||||||||||||||||||||||||||
James D Calaway
|
56,333,076
|
457,738
|
-
|
-
|
56,790,814
|
2,044,963
|
2,245,148
|
4,290,111
|
1,010,830
|
(357,710
|
)
|
653,120
|
||||||||||||||||||||||||||||||||
Bernard Rowe
|
65,062,193
|
2,050,387
|
-
|
)
|
-
|
67,112,580
|
6,112,050
|
374,928
|
)
|
6,486,978
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||
Executives
|
||||||||||||||||||||||||||||||||||||||||||||
Ian Bucknell
|
2,932,416
|
1,096,233
|
-
|
-
|
4,028,649
|
3,254,224
|
104,499
|
)
|
3,358,723
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
Ken Coon
|
1,197,736
|
979,431
|
(399,103
|
)
|
-
|
1,778,064
|
2,195,039
|
(301,889
|
)
|
1,893,150
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||
Yoshio Nagai
|
1,145,197
|
1,182,016
|
-
|
-
|
2,327,213
|
2,333,853
|
(325,464
|
)
|
2,008,389
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
Matt Weaver
|
3,832,498
|
1,688,314
|
(410,585
|
)
|
-
|
5,110,227
|
4,142,957
|
(326,567
|
)
|
3,816,390
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||
Chad Yeftich5
|
1,155,665
|
1,058,010
|
(549,508
|
)
|
-
|
1,664,167
|
2,267,704
|
10,663
|
2,278,367
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
Total
|
135,828,154
|
10,103,962
|
(1,359,196
|
)
|
-
|
)
|
144,572,920
|
23,436,586
|
1,904,378
|
)
|
25,340,964
|
2,021,660
|
(715,420
|
)
|
1,306,240
|
(1) |
During the year Alan Davies bought 706,037 ordinary shares on market, with all other ordinary shares acquired being the direct result of KMP exercising options or PRs vesting.
|
(2) |
All disposals were made by KMP in their capacity as shareholders. The disposals were made to cover tax.
|
Name
|
Grant
Date
|
Vesting
Date
|
Expiry
Date
|
Fair
value
at
grant
|
Exercise
Price
|
Balance
at
30/06/23
|
Options
Granted
|
Options
Exercised
|
Options
Lapsed
|
Balance at
30/06/24
|
Financial
year to vest
|
||||||||||||||||||||||||
James D Calaway
|
9/11/2018
|
9/11/2019
|
9/11/2023
|
0.126
|
0.242
|
357,710
|
-
|
(357,710
|
)
|
-
|
-
|
2020
|
|||||||||||||||||||||||
14/11/2019
|
14/11/2020
|
14/11/2024
|
0.138
|
0.243
|
326,797
|
-
|
-
|
-
|
326,797
|
2021
|
|||||||||||||||||||||||||
16/11/2020
|
16/11/2021
|
16/11/2025
|
0.138
|
0.185
|
326,323
|
-
|
-
|
-
|
326,323
|
2022
|
|||||||||||||||||||||||||
Sub Total
|
1,010,830
|
-
|
(357,710
|
)
|
-
|
653,120
|
|||||||||||||||||||||||||||||
Alan Davies
|
9/11/2018
|
9/11/2019
|
9/11/2023
|
0.126
|
0.242
|
357,710
|
-
|
-
|
(357,710
|
)
|
-
|
2020
|
|||||||||||||||||||||||
14/11/2019
|
14/11/2020
|
14/11/2024
|
0.138
|
0.243
|
326,797
|
-
|
-
|
-
|
326,797
|
2021
|
|||||||||||||||||||||||||
16/11/2020
|
16/11/2021
|
16/11/2025
|
0.138
|
0.185
|
326,323
|
-
|
-
|
-
|
326,323
|
2022
|
|||||||||||||||||||||||||
Sub Total
|
1,010,830
|
-
|
-
|
(357,710
|
)
|
653,120
|
|||||||||||||||||||||||||||||
Total
|
2,021,660
|
-
|
(357,710
|
)
|
(357,710
|
)
|
1,306,240
|
Name
|
||||||||||||||||||||||||||||||||||
Plan
|
Grant
Date
|
Vesting
Date
|
Fair
value at
grant
|
Balance
at
30/06/23
|
Rights
Granted
|
Rights
Vested
|
Rights
Lapsed
|
Balance at
30/06/24
|
%
vested
|
Financial year to
vest
|
||||||||||||||||||||||||
James D Calaway
|
||||||||||||||||||||||||||||||||||
2021 LTI - time based
|
1/07/2021
|
1/07/2024
|
0.790
|
505,096
|
-
|
-
|
-
|
505,096
|
-
|
2025
|
||||||||||||||||||||||||
2021 LTI - performance based
|
1/07/2021
|
1/07/2024
|
0.724
|
757,644
|
-
|
-
|
-
|
757,644
|
-
|
2025
|
||||||||||||||||||||||||
In lieu of director fees
|
4/11/2022
|
4/11/2023
|
0.570
|
100,028
|
-
|
(100,028
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2022 LTI - time based
|
4/11/2022
|
4/11/2025
|
0.570
|
272,878
|
-
|
-
|
272,878
|
-
|
2026
|
|||||||||||||||||||||||||
2022 LTI - performance based
|
4/11/2022
|
4/11/2024
|
0.525
|
409,317
|
-
|
-
|
409,317
|
-
|
2026
|
|||||||||||||||||||||||||
2023 STI – time based
|
3/11/2023
|
1/07/2024
|
0.175
|
-
|
1,156,690
|
-
|
-
|
1,156,690
|
2025
|
|||||||||||||||||||||||||
In lieu of director fees
|
3/11/2023
|
3/11/2024
|
0.175
|
-
|
353,099
|
-
|
-
|
353,099
|
2025
|
|||||||||||||||||||||||||
2023 LTI - time based
|
3/11/2023
|
1/07/2026
|
0.175
|
-
|
334,155
|
-
|
-
|
334,155
|
2027
|
|||||||||||||||||||||||||
2023 LTI - performance based
|
3/11/2023
|
1/07/2026
|
0.162
|
-
|
501,232
|
-
|
-
|
501,232
|
2027
|
|||||||||||||||||||||||||
Sub Total
|
2,044,963
|
2,345,176
|
(100,028
|
)
|
-
|
4,290,111
|
||||||||||||||||||||||||||||
Alan Davies
|
||||||||||||||||||||||||||||||||||
In lieu of director fees
|
4/11/2022
|
4/11/2023
|
0.570
|
71,449
|
-
|
(71,449
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
In lieu of director fees
|
3/11/2023
|
3/11/2024
|
0.240
|
-
|
252,214
|
-
|
-
|
252,214
|
2025
|
|||||||||||||||||||||||||
Sub Total
|
71,449
|
252,214
|
(71,449
|
)
|
-
|
252,214
|
||||||||||||||||||||||||||||
Stephen Gardiner
|
||||||||||||||||||||||||||||||||||
Granted on employment
|
25/08/2022
|
25/08/2025
|
0.660
|
200,000
|
-
|
-
|
-
|
200,000
|
-
|
2026
|
||||||||||||||||||||||||
In lieu of director fees
|
4/11/2022
|
4/11/2023
|
0.570
|
71,449
|
-
|
(71,449
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
In lieu of director fees
|
3/11/2023
|
3/11/2024
|
0.240
|
252,214
|
-
|
-
|
252,214
|
2025
|
||||||||||||||||||||||||||
Sub Total
|
271,449
|
252,214
|
-
|
-
|
452,214
|
|||||||||||||||||||||||||||||
Rose McKinney-James
|
||||||||||||||||||||||||||||||||||
Granted on employment
|
1/02/2021
|
1/02/2024
|
0.330
|
300,000
|
-
|
(300,000
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
In lieu of director fees
|
4/11/2022
|
4/11/2023
|
0.570
|
71,449
|
-
|
(71,449
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
In lieu of director fees
|
3/11/2023
|
3/11/2024
|
0.240
|
-
|
252,214
|
-
|
-
|
252,214
|
2025
|
Sub Total
|
371,449
|
252,214
|
(371,449
|
)
|
-
|
252,214
|
||||||||||||||||||||||||||||
Margaret R Walker
|
||||||||||||||||||||||||||||||||||
Granted on employment
|
1/02/2021
|
1/02/2024
|
0.330
|
300,000
|
-
|
(300,000
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
In lieu of director fees
|
4/11/2022
|
4/11/2023
|
0.570
|
71,449
|
-
|
(71,449
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
In lieu of director fees
|
3/11/2023
|
3/11/2024
|
0.240
|
-
|
252,214
|
-
|
-
|
252,214
|
2025
|
|||||||||||||||||||||||||
Sub Total
|
371,449
|
252,214
|
(371,449
|
)
|
-
|
252,214
|
||||||||||||||||||||||||||||
Ian Bucknell
|
||||||||||||||||||||||||||||||||||
2020 LTI - time based
|
1/07/2020
|
1/07/2023
|
0.125
|
718,841
|
-
|
(718,841
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2020 LTI - performance based
|
1/07/2020
|
1/07/2023
|
0.137
|
1,078,261
|
-
|
(377,392
|
)
|
(700,869
|
)
|
-
|
35
|
%
|
2024
|
|||||||||||||||||||||
2021 LTI - time based
|
1/07/2021
|
1/07/2024
|
0.330
|
290,268
|
-
|
-
|
-
|
290,268
|
-
|
2025
|
||||||||||||||||||||||||
2021 LTI - performance based
|
1/07/2021
|
1/07/2024
|
0.371
|
435,402
|
-
|
-
|
-
|
435,402
|
-
|
2025
|
||||||||||||||||||||||||
2022 LTI - time based
|
1/07/2022
|
1/07/2025
|
0.425
|
292,581
|
-
|
-
|
-
|
292,581
|
-
|
2026
|
||||||||||||||||||||||||
2022 LTI - performance based
|
1/07/2022
|
1/07/2025
|
0.453
|
438,871
|
-
|
-
|
-
|
438,871
|
-
|
2026
|
||||||||||||||||||||||||
2023 STI – time based
|
1/07/2023
|
1/07/2024
|
0.340
|
-
|
853,586
|
-
|
-
|
853,586
|
-
|
2025
|
||||||||||||||||||||||||
2023 LTI - time based
|
1/07/2023
|
1/07/2026
|
0.340
|
-
|
419,206
|
-
|
-
|
419,206
|
-
|
2027
|
||||||||||||||||||||||||
2023 LTI - performance based
|
1/07/2023
|
1/07/2026
|
0.599
|
-
|
628,809
|
-
|
-
|
628,809
|
-
|
2027
|
||||||||||||||||||||||||
Sub Total
|
3,254,224
|
1,901,601
|
(1,096,233
|
)
|
(700,869
|
)
|
3,358,723
|
|||||||||||||||||||||||||||
Ken Coon
|
||||||||||||||||||||||||||||||||||
2020 LTI - time based
|
1/07/2020
|
1/07/2023
|
0.125
|
440,171
|
-
|
(440,171
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2020 LTI - performance based
|
1/07/2020
|
1/07/2023
|
0.137
|
660,257
|
-
|
(231,090
|
)
|
(429,167
|
)
|
-
|
35
|
%
|
2024
|
|||||||||||||||||||||
2022 cash bonus conversion
|
1/07/2022
|
1/07/2023
|
0.425
|
308,170
|
-
|
(308,170
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2021 LTI - time based
|
1/07/2021
|
1/07/2024
|
0.330
|
162,978
|
-
|
-
|
-
|
162,978
|
-
|
2025
|
||||||||||||||||||||||||
2021 LTI - performance based
|
1/07/2021
|
1/07/2024
|
0.371
|
244,466
|
-
|
-
|
-
|
244,466
|
-
|
2025
|
||||||||||||||||||||||||
2022 LTI - time based
|
1/07/2022
|
1/07/2025
|
0.425
|
151,599
|
-
|
151,599
|
2026
|
|||||||||||||||||||||||||||
2022 LTI - performance based
|
1/07/2022
|
1/07/2025
|
0.453
|
227,398
|
-
|
227,398
|
2026
|
|||||||||||||||||||||||||||
2023 STI – time based
|
1/07/2023
|
1/07/2024
|
0.340
|
-
|
642,605
|
-
|
-
|
642,605
|
-
|
2025
|
||||||||||||||||||||||||
2023 LTI - time based
|
1/07/2023
|
1/07/2026
|
0.340
|
-
|
185,642
|
-
|
-
|
185,642
|
-
|
2027
|
||||||||||||||||||||||||
2023 LTI - performance based
|
1/07/2023
|
1/07/2026
|
0.599
|
-
|
278,462
|
-
|
-
|
278,462
|
-
|
2027
|
||||||||||||||||||||||||
Sub Total
|
2,195,039
|
1,106,709
|
(979,431
|
)
|
(429,167
|
)
|
1,893,150
|
|||||||||||||||||||||||||||
Yoshio Nagai
|
2020 LTI - time based
|
1/07/2020
|
1/07/2023
|
0.125
|
468,267
|
-
|
(468,267
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2020 LTI - performance based
|
1/07/2020
|
1/07/2023
|
0.137
|
702,401
|
-
|
(245,841
|
)
|
(456,560
|
)
|
-
|
35
|
%
|
2024
|
|||||||||||||||||||||
2022 cash bonus conversion
|
1/07/2022
|
1/07/2023
|
0.425
|
327,908
|
-
|
(327,908
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2021 LTI - time based
|
1/07/2021
|
1/07/2024
|
0.330
|
173,416
|
-
|
-
|
-
|
173,416
|
-
|
2025
|
||||||||||||||||||||||||
2021 LTI - performance based
|
1/07/2021
|
1/07/2024
|
0.371
|
260,124
|
-
|
-
|
-
|
260,124
|
-
|
2025
|
||||||||||||||||||||||||
2022 LTI - time based
|
1/07/2022
|
1/07/2025
|
0.425
|
160,695
|
-
|
-
|
160,695
|
2026
|
||||||||||||||||||||||||||
2022 LTI - performance based
|
1/07/2022
|
1/07/2025
|
0.453
|
241,042
|
-
|
-
|
241,042
|
2026
|
||||||||||||||||||||||||||
2023 STI – time based
|
1/07/2023
|
1/07/2024
|
0.340
|
-
|
681,162
|
-
|
-
|
681,162
|
-
|
2025
|
||||||||||||||||||||||||
2023 LTI - time based
|
31/08/2023
|
1/07/2026
|
0.240
|
-
|
196,780
|
-
|
-
|
196,780
|
-
|
2027
|
||||||||||||||||||||||||
2023 LTI - performance based
|
31/08/2023
|
1/07/2026
|
0.418
|
-
|
295,170
|
-
|
-
|
295,170
|
-
|
2027
|
||||||||||||||||||||||||
2023 MD Award
|
31/08/2023
|
3/10/2023
|
0.260
|
-
|
140,000
|
(140,000
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
Sub Total
|
2,333,853
|
1,313,112
|
(1,182,016
|
)
|
(456,560
|
)
|
2,008,389
|
|||||||||||||||||||||||||||
Bernard Rowe
|
||||||||||||||||||||||||||||||||||
2020 LTI - time based
|
6/11/2020
|
1/07/2023
|
0.195
|
1,344,516
|
-
|
(1,344,516
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2020 LTI - performance based
|
6/11/2020
|
1/07/2023
|
0.167
|
2,016,774
|
-
|
(705,871
|
)
|
(1,310,903
|
)
|
-
|
35
|
%
|
2024
|
|||||||||||||||||||||
2021 LTI - time based
|
5/11/2021
|
1/07/2024
|
0.790
|
540,220
|
-
|
-
|
-
|
540,220
|
-
|
2025
|
||||||||||||||||||||||||
2021 LTI - performance based
|
5/11/2021
|
1/07/2024
|
0.724
|
810,331
|
-
|
-
|
-
|
810,331
|
-
|
2025
|
||||||||||||||||||||||||
2022 LTI - time based
|
1/07/2022
|
1/07/2025
|
0.570
|
560,084
|
-
|
-
|
-
|
560,084
|
2026
|
|||||||||||||||||||||||||
2022 LTI - performance based
|
1/07/2022
|
1/07/2025
|
0.525
|
840,125
|
-
|
-
|
-
|
840,125
|
2026
|
|||||||||||||||||||||||||
2023 STI – time based
|
3/11/2023
|
1/07/2024
|
0.175
|
-
|
1,753,764
|
-
|
-
|
1,753,764
|
-
|
2025
|
||||||||||||||||||||||||
2023 LTI - time based
|
3/11/2023
|
1/07/2026
|
0.175
|
-
|
792,982
|
-
|
-
|
792,982
|
-
|
2027
|
||||||||||||||||||||||||
2023 LTI - performance based
|
3/11/2023
|
1/07/2026
|
0.162
|
-
|
1,189,472
|
-
|
-
|
1,189,472
|
-
|
2027
|
||||||||||||||||||||||||
Sub Total
|
6,112,050
|
3,736,218
|
(2,050,387
|
)
|
(1,310,903
|
)
|
6,486,978
|
|||||||||||||||||||||||||||
Chad Yeftich1
|
||||||||||||||||||||||||||||||||||
2020 LTI - time based
|
6/11/2020
|
1/07/2023
|
0.125
|
602,894
|
-
|
(602,894
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2020 LTI - performance based
|
6/11/2020
|
1/07/2023
|
0.137
|
602,894
|
-
|
(211,013
|
)
|
(391,881
|
)
|
-
|
35
|
%
|
2024
|
2022 cash bonus conversion
|
1/07/2022
|
1/07/2023
|
0.425
|
104,103
|
-
|
(104,103
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2021 LTI - time based
|
5/11/2021
|
1/07/2024
|
0.510
|
223,084
|
-
|
-
|
-
|
223,084
|
-
|
2025
|
||||||||||||||||||||||||
2021 LTI - performance based
|
5/11/2021
|
1/07/2024
|
0.457
|
223,084
|
-
|
-
|
-
|
223,084
|
-
|
2025
|
||||||||||||||||||||||||
2022 LTI - time based
|
1/07/2022
|
1/07/2025
|
0.615
|
204,658
|
-
|
-
|
-
|
204,658
|
-
|
2026
|
||||||||||||||||||||||||
2022 LTI - performance based
|
1/07/2022
|
1/07/2025
|
0.645
|
306,987
|
-
|
-
|
-
|
306,987
|
-
|
2026
|
||||||||||||||||||||||||
2023 STI – time based
|
1/07/2023
|
1/07/2024
|
0.340
|
-
|
694,014
|
-
|
-
|
694,014
|
-
|
2025
|
||||||||||||||||||||||||
2023 LTI - time based
|
31/08/2023
|
1/07/2026
|
0.240
|
-
|
250,616
|
-
|
-
|
250,616
|
-
|
2027
|
||||||||||||||||||||||||
2023 LTI - performance based
|
31/08/2023
|
1/07/2026
|
0.418
|
-
|
375,924
|
-
|
-
|
375,924
|
-
|
2027
|
||||||||||||||||||||||||
2023 MD Award
|
31/08/2023
|
3/10/2023
|
0.260
|
-
|
140,000
|
(140,000
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
Sub Total
|
2,267,704
|
1,460,554
|
(1,050,010
|
)
|
(391,881
|
)
|
2,278,367
|
|||||||||||||||||||||||||||
Matt Weaver
|
||||||||||||||||||||||||||||||||||
2020 LTI - time based
|
1/07/2020
|
1/07/2023
|
0.125
|
800,737
|
-
|
(800,737
|
)
|
-
|
-
|
100
|
%
|
2024
|
||||||||||||||||||||||
2020 LTI - performance based
|
1/07/2020
|
1/07/2023
|
0.137
|
1,201,106
|
-
|
(420,388
|
)
|
(780,718
|
)
|
-
|
35
|
%
|
2024
|
|||||||||||||||||||||
2022 cash bonus conversion
|
1/07/2022
|
1/07/2023
|
0.425
|
467,189
|
-
|
(467,189
|
)
|
-
|
-
|
100
|
%
|
2023
|
||||||||||||||||||||||
2021 LTI - time based
|
1/07/2021
|
1/07/2024
|
0.330
|
345,907
|
-
|
-
|
-
|
345,907
|
-
|
2025
|
||||||||||||||||||||||||
2021 LTI - performance based
|
1/07/2021
|
1/07/2024
|
0.371
|
518,860
|
-
|
-
|
-
|
518,860
|
-
|
2025
|
||||||||||||||||||||||||
2022 LTI - time based
|
1/07/2022
|
1/07/2025
|
0.425
|
323,663
|
-
|
-
|
-
|
323,663
|
2026
|
|||||||||||||||||||||||||
2022 LTI - performance based
|
1/07/2022
|
1/07/2025
|
0.453
|
485,495
|
-
|
-
|
-
|
485,495
|
2026
|
|||||||||||||||||||||||||
2023 STI – time based
|
1/07/2023
|
1/07/2024
|
0.340
|
-
|
939,275
|
-
|
-
|
939,275
|
-
|
2025
|
||||||||||||||||||||||||
2023 LTI - time based
|
31/08/2023
|
1/07/2026
|
0.240
|
-
|
481,276
|
-
|
-
|
481,276
|
-
|
2027
|
||||||||||||||||||||||||
2023 LTI - performance based
|
31/08/2023
|
1/07/2026
|
0.418
|
-
|
721,914
|
-
|
-
|
721,914
|
-
|
2027
|
||||||||||||||||||||||||
Sub Total
|
4,142,957
|
2,142,465
|
(1,688,314
|
)
|
(780,718
|
)
|
3,816,390
|
|||||||||||||||||||||||||||
Total
|
23,436,586
|
14,734,691
|
(8,760,215
|
)
|
(4,070,098
|
)
|
25,340,964
|
(1) |
Chad Yeftich 6/30/22 balance represents performance rights on issue on September 1, 2022, being the date of his promotion to the executive team.
|
C. |
Board Practices
|
• |
Stephen Gardiner (Chairman, independent, non-executive director);
|
• |
Margaret R. Walker (independent, non-executive director); and
|
• |
Alan Davies (independent, non-executive director).
|
• |
Alan Davies (Chairman, independent, non-executive director);
|
• |
Rose McKinney-James (independent, non-executive director); and
|
• |
Stephen Gardiner (independent, non-executive director.
|
• |
Margaret R. Walker (Chairman, independent, non-executive director);
|
• |
Alan Davies (independent, non-executive director); and
|
• |
Bernard Rowe (managing director and CEO).
|
• |
Rose McKinney-James (Chairman, independent, non-executive director); and
|
• |
James D. Calaway (executive director).
|
D. |
Employees
|
United
States
|
Australia
|
Canada
|
Netherlands
|
Singapore
|
||||||||||||||||
Employees
|
25
|
2
|
1
|
0
|
1
|
|||||||||||||||
Employee Contractors
|
4
|
1
|
0
|
1
|
2
|
E. |
Share Ownership
|
Ordinary Shares
Beneficially Owned(1)
|
||||||||
Shareholder
|
Number
|
Percent
|
||||||
Officers and Directors
|
||||||||
James D. Calaway(2)
|
59,648,230
|
2.551
|
%
|
|||||
Bernard Rowe(3)
|
69,609,147
|
2.977
|
%
|
|||||
Alan Davies(4)
|
5,679,379
|
0.243
|
%
|
|||||
Stephen Gardiner
|
323,663
|
0.014
|
%
|
|||||
Rose McKinney-James
|
670,070
|
0.029
|
%
|
|||||
Margaret R. Walker
|
750,070
|
0.032
|
%
|
|||||
Ian Bucknell
|
4,680,055
|
0.200
|
%
|
|||||
Ken Coon
|
2,242,539
|
0.096
|
%
|
|||||
Yoshio Nagai
|
3,246,822
|
0.139
|
%
|
|||||
Matt Weaver
|
6,000,705
|
0.257
|
%
|
|||||
Chad Yeftich
|
2,110,113
|
0.090
|
%
|
|||||
Officers and directors as a group (11 persons)
|
154,960,793
|
6.627
|
%
|
(1) |
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or
investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of October 1, 2024. As of October 1, 2024, the number of options and performance rights
beneficially owned by each of our directors, our chief executive officer and other members of our senior management, currently exercisable or exercisable within 60 days of October 1, 2024 is 5,138,024.
|
(2) |
56,268,106 ordinary shares are held of record by Lithium Investors Americas LLC, an entity controlled by Mr. Calaway. 2,373,905 ordinary shares are held of record in the name of Mr. Calaway. 653,120
options (currently exercisable), and 353,099 Performance rights (vesting in the next 60 days) are held of record in the name of Mr. Calaway.
|
(3) |
36,690,902 ordinary shares and 400,000 American Depositary Receipts are held of record by Mopti Pty Limited, an entity controlled by Mr. Rowe. 5,826,182 ordinary shares are held of record by Mopti
Management Pty Limited, an entity controlled by Mr. Rowe. 11,092,063 ordinary shares are held of record in the name of Mr. Rowe.
|
(4) |
1,860,949 ordinary shares are held of record by Diversa Trustees Limited as trustee for HUB24 Super Fund, an entity controlled by Mr. Davies. 2,913,096 ordinary shares, 653,120 options (currently
exercisable), and 71,449 Performance rights (vesting in the next 60 days) are held of record in the name of Mr. Davies.
|
F. |
Disclosure of a registrant’s action to recover erroneously awarded compensation
|
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
A. |
Major Shareholders
|
Ordinary Shares
Beneficially Owned
|
|||||||
Shareholder
|
Number
|
Percent
|
|||||
Centaurus Capital LP(1)
|
377,352,433
|
16.1
|
%
|
||||
Sibanye-Stillwater(2)
|
145,862,742
|
6.2
|
%
|
(1) |
John D. Arnold is the natural person with ultimate voting or investment control over Centaurus Capital LP and thus indirectly controls voting with regard to shares of ioneer owned by Centaurus Capital
LP. The address of Centaurus Capital LP is 1717 West Loop South, Suite 1800 Houston, TX 77027.
|
(2) |
As a publicly traded entity, Sibanye-Stillwater has a board of directors, a chief executive officer and a chief financial officer, as well as other individuals, who have significant and material input
into investments made by Sibanye-Stillwater.
|
B. |
Related Party Transactions
|
(a) |
enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with us;
|
(b) |
associates, meaning unconsolidated enterprises in which we have a significant influence or which have significant influence over us;
|
(c) |
individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant influence over our us, and close members of any such individual’s family;
|
(d) |
key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of ours, including directors and senior management of us and
close members of such individuals’ families; and
|
(e) |
enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) above or over which such a person is able to exercise
significant influence, including enterprises owned by directors or major shareholders of us and enterprises that have a member of key management in common with us.
|
C. |
Interests of Experts and Counsel
|
ITEM 8. |
FINANCIAL INFORMATION.
|
A. |
Consolidated Statements and Other Financial Information.
|
B. |
Significant Changes
|
ITEM 9. |
THE OFFER AND LISTING
|
A. |
Offer and Listing Details
|
B. |
Plan of Distribution
|
C. |
Markets
|
D. |
Selling Shareholders
|
E. |
Dilution
|
F. |
Expenses of the Issue
|
ITEM 10. |
ADDITIONAL INFORMATION
|
A. |
Share Capital
|
B. |
Constitutional Documents
|
• |
Dividend Rights. Under our Constitution, subject to the rights of persons (if any) entitled to shares with special rights to dividends, the directors may declare
an interim or final dividend be paid to the members in accordance with the Australian Corporations Act and may authorize the payment or crediting by us to the members of such a dividend. No dividend carries interest as against us.
Under the Australian Corporations Act, we must not pay a dividend unless: (a) our assets exceed our liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; (b) the
payment of the dividend is fair and reasonable to our shareholders as a whole; and (c) the payment of the dividend does not materially prejudice our ability to pay our creditors. Unless the resolution for the payment of the
dividend otherwise directs, all dividends are to be apportioned and paid proportionately to the amounts paid, or credited as paid on the relevant shares.
|
• |
Voting Rights. Holders of ordinary shares have one vote per person on a show of hands, or one vote for each fully paid ordinary share held (or for a partly paid
share, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the share) on all matters submitted to a vote of shareholders conducted by way of a poll.
|
• |
the acquisition of a substantial interest if the Australian corporation is valued in excess of the applicable monetary threshold (see below);
|
• |
any direct investment by a foreign government investor; and
|
• |
the acquisition of shares in an Australian land corporation where applicable monetary thresholds are met.
|
• |
a natural person not ordinarily resident in Australia;
|
• |
a corporation in which a natural person not ordinarily resident in Australia, or a corporation incorporated outside of Australia, or a foreign government investor, holds a substantial interest (being
a direct or indirect, actual or potential, voting power of 20.0% or more);
|
• |
a corporation in which two or more persons, each of whom is either a non-Australian resident, a non-Australian corporation or a foreign government investor, hold an aggregate substantial interest
(being a direct or indirect, actual or potential, voting power in aggregate of 40.0% or more);
|
• |
a trustee of a trust or the general partner of a limited partnership in which a non-Australian resident, non-Australian corporation, or a foreign government investor, holds a substantial interest;
|
• |
a trustee of a trust or the general partner of a limited partnership in which two or more persons, each of whom is either a non-Australian resident, a non-Australian corporation or a foreign
government investor, hold an aggregate substantial interest; or
|
• |
a foreign government investor,
|
• |
relatives (including spouse or de facto partner) of the person;
|
• |
any person with whom the person is acting, or proposes to act, in concert in relation to an action;
|
• |
any business partner of the person;
|
• |
any entity of which the person is a senior officer;
|
• |
any holding entity of the person or any senior officer of the person (where the person is a corporation);
|
• |
any entity whose senior officers are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or, where the person
is an entity, of the senior officers of the person;
|
• |
any entity in accordance with the directions, instructions or wishes of which, or of the senior officers of which, the person is accustomed or under an obligation, whether formal or informal, to act;
|
• |
any corporation in which the person holds a substantial interest;
|
• |
where the person is a corporation—a person who holds a substantial interest in the corporation;
|
• |
the trustee of a trust in which the person holds a substantial interest;
|
• |
where the person is the trustee of a trust —a person who holds a substantial interest in the trust estate; and
|
• |
where the person is a foreign government, a separate government entity or a foreign government investor in relation to a country other than Australia (or a part of that country):
|
• |
is in a position to influence or participate in the central management and control of the entity or business (e.g. preferential, special or veto voting rights or the ability to appoint directors or
asset managers);
|
• |
where the acquiring person has entered a legal arrangement relating to the businesses of that foreign person and the entity or business (e.g. contractual agreements including, but not restricted to,
agreements for loans, provision of services and off take agreements); or
|
• |
is in a position to influence, participate in or determine the policy of the entity or business (e.g. building or maintaining a strategic or long-term relationship with a target entity).
|
• |
a foreign government or separate government entity;
|
• |
an entity in which a foreign government or separate government entity has a substantial interest of 20% or more; or
|
• |
an entity in which foreign governments or separate government entities of more than one foreign country have an aggregate substantial interest of 40% or more (subject to certain exceptions).
|
• |
Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a
reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign
currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will
not be liable for any interest.
|
• |
Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary
will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the
depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and
expenses in connection with that distribution.
|
• |
Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights,
the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon
payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The
depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which
the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities
laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
|
• |
Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is
legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may
decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives
satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.
U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
|
• |
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
|
• |
we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the
U.S. over-the-counter market;
|
• |
we delist our shares from an exchange on which they were listed and do not list the shares on another exchange;
|
• |
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;
|
• |
we appear to be insolvent or enter insolvency proceedings;
|
• |
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
• |
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
• |
there has been a replacement of deposited securities.
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders
of ADSs;
|
• |
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its
obligations under the deposit agreement;
|
• |
are not liable if we or it exercises discretion permitted under the deposit agreement;
|
• |
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement,
or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
|
• |
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
|
• |
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of
owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
|
• |
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
|
• |
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
• |
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
• |
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’
meeting; or (iii) we are paying a dividend on our ordinary shares;
|
• |
when you owe money to pay fees, taxes and similar charges; or
|
• |
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
|
C. |
Material Contracts
|
D. |
Exchange Controls
|
E. |
Taxation
|
• |
insurance companies;
|
• |
banks or other financial institutions;
|
• |
individual retirement and other tax-deferred accounts;
|
• |
regulated investment companies;
|
• |
real estate investment trusts;
|
• |
individuals who are former U.S. citizens or former long-term U.S. residents;
|
• |
brokers, dealers or traders in securities, commodities or currencies;
|
• |
traders that elect to use a mark-to-market method of accounting;
|
• |
persons holding the ADSs or ordinary shares through a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or S corporation;
|
• |
persons that received ADSs or ordinary shares as compensation for the performance of services;
|
• |
grantor trusts;
|
• |
tax-exempt entities;
|
• |
persons that hold ADSs or ordinary shares as a position in a straddle or as part of a hedging, constructive sale, conversion or other integrated transaction for U.S. federal income tax purposes;
|
• |
persons that have a functional currency other than the U.S. dollar;
|
• |
persons that own (directly, indirectly or constructively) 10% or more of our equity (by vote or value); or
|
• |
persons that are not U.S. Holders (as defined below).
|
• |
an individual who is a citizen or resident of the United States;
|
• |
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of
Columbia;
|
• |
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
• |
a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all substantial
decisions or (ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.
|
• |
the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares;
|
• |
the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were classified as a PFIC in your holding period will be treated as ordinary income
arising in the current taxable year (and would not be subject to the interest charge discussed below); and
|
• |
the amount allocated to each other taxable year during your holding period in which we were classified as a PFIC (i) will be subject to income tax at the highest rate in effect for that year and
applicable to you and (ii) will be subject to an interest charge generally applicable to underpayments of tax with respect to the resulting tax attributable to each such year.
|
• |
the Company is not (directly or indirectly) a ‘landholder’ for the purposes of the duties legislations in each Australian State and Territory; and
|
• |
all of our issued shares remain quoted on the ASX at all times, and no shareholder acquires or commences to hold (on an associate inclusive basis) 90% or more of all of our issued shares.
|
F. |
Dividends and Paying Agents
|
G. |
Statement by Experts
|
H. |
Documents on Display
|
I. |
Subsidiary Information.
|
J. |
Annual Report to Security Holders.
|
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
A. |
Debt Securities.
|
B. |
Warrants and rights.
|
C. |
Other Securities.
|
D. |
American Depositary Shares
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay the depositary:
|
For: | |
|
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
•
•
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
US$0.05 (or less) per ADS
|
• |
Any cash distribution to ADS holders
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
|
• |
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
US$0.05 (or less) per ADS per calendar year
|
• |
Depositary services
|
|
Registration or transfer fees
Expenses of the depositary
|
• | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
• | Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) | ||
• | Converting foreign currency to U.S. dollars | ||
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
• |
As necessary
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
• |
As necessary
|
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15. |
CONTROLS AND PROCEDURES
|
ITEM 16. |
[RESERVED]
|
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B. |
CODE OF ETHICS
|
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Services Rendered
|
Fiscal 2024
|
Fiscal 2023
|
Audit Fees
|
US$211,400
|
US$148,363
|
Audit Related Fees
|
US$-
|
US$17,811
|
Tax Fees
|
US$-
|
US$-
|
All Other Fees
|
US$-
|
US$561
|
Total
|
US$211,400
|
US$166,735
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
ITEM 16G. |
CORPORATE GOVERNANCE
|
• |
We rely on an exemption from the requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent
directors of an Australian company to have such executive sessions and, accordingly, we have claimed this exemption.
|
• |
We rely on an exemption from the quorum requirements applicable to meetings of shareholders under Nasdaq. Our Constitution provides that five shareholders or shareholders representing at least 10%
of the voting shares present shall constitute a quorum for a general meeting. Nasdaq requires that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not
be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary shares. Accordingly, because applicable Australian law and rules governing quorums at shareholder meetings differ from Nasdaq’s quorum requirements, we
have claimed this exemption.
|
• |
We rely on an exemption from the requirement that our nomination and remuneration committee be independent as defined by Nasdaq. We instead maintain the independence of such a committee in
compliance with the ASX Corporate Governance Principles and Recommendations.
|
• |
We rely on an exemption from the requirement prescribed by Nasdaq that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of
controls or private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX
Listing Rules providing generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12
month period if shareholder approval by special resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12 month period (but, in determining the available issue limit, securities issued
under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related parties, certain substantial shareholders and their respective associates (as defined in the ASX Listing
Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan. Due to differences between Australian law and rules and Nasdaq shareholder approval requirements, we have claimed this
exemption.
|
• |
We rely on an exemption from the requirement that issuers must maintain a code of conduct in compliance with Nasdaq. Instead, we maintain a code of conduct consistent with the ASX Corporate
Governance Principles and Recommendations.
|
ITEM 16H. |
MINE SAFETY DISCLOSURE
|
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
ITEM 16J. |
INSIDER TRADING POLICIES
|
TABLE OF CONTENTS
|
PAGE
|
F-2
|
|
FINANCIAL STATEMENTS
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
2024
|
2023
|
2022
|
||||||||||||||
Note
|
$'000
|
$'000
|
$'000
|
|||||||||||||
Exploration expenditure written off
|
2.2
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Employee benefits expensed
|
7.1
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Other expenses
|
2.3
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Loss from operating activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Finance income
|
2.4
|
|
|
|
||||||||||||
Finance costs
|
2.4
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Net finance income / (costs)
|
2.4
|
|
|
|
||||||||||||
Loss before tax
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Income tax expense
|
3.1
|
|
|
|
||||||||||||
Loss for the year
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Loss attributable to equity holders of the company
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Items that may be reclassified subsequently to profit and loss
|
||||||||||||||||
Foreign currency translation difference on foreign operations
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Other comprehensive income/(loss) (net of tax)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Total comprehensive profit / (loss) for the year
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Total comprehensive income / (loss) attributable to the owners of the company
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
2024
|
2023
|
2022
|
||||||||||||||
Earnings per share
|
Cents
|
Cents
|
Cents
|
|||||||||||||
Basic loss per ordinary share
|
2.5
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Diluted loss per ordinary share
|
2.5
|
(
|
)
|
(
|
)
|
(
|
)
|
2024
|
2023 | |||||||||||
Note
|
$'000
|
$'000 | ||||||||||
Current assets
|
||||||||||||
Cash assets
|
4.1
|
|
|
|||||||||
Receivables
|
4.2
|
|
|
|||||||||
Prepayments | 4.3 |
|||||||||||
Total current assets
|
|
|
||||||||||
Non-current assets
|
||||||||||||
Receivables
|
4.2
|
|
|
|||||||||
Plant and equipment
|
4.4
|
|
|
|||||||||
Right of use asset
|
4.5
|
|
|
|||||||||
Exploration and evaluation expenditure
|
4.7
|
|
|
|||||||||
Total non-current assets
|
|
|
||||||||||
Total assets
|
|
|
||||||||||
Current liabilities
|
||||||||||||
Payables
|
4.7
|
|
|
|||||||||
Lease liabilities
|
4.7
|
|
|
|||||||||
Provisions
|
4.9
|
|
|
|||||||||
Borrowings |
4.8 |
|||||||||||
Total current liabilities
|
|
|
||||||||||
Non-current liabilities
|
||||||||||||
Lease liabilities - non-current
|
4.7
|
|
|
|||||||||
Total Non-current liabilities
|
|
|
||||||||||
Total liabilities
|
|
|
||||||||||
Net assets
|
|
|
||||||||||
Equity
|
||||||||||||
Contributed equity
|
5.1
|
|
|
|||||||||
Reserves
|
5.2
|
(
|
)
|
(
|
)
|
|||||||
Accumulated losses
|
(
|
)
|
(
|
)
|
||||||||
Total equity
|
|
Issued
capital
|
Foreign
currency
translation
reserve
|
Equity compensation reserve
|
Accumulated losses
|
Total equity
|
||||||||||||||||||||
|
Note |
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
||||||||||||||||||
As at July 1 2023
|
( |
) | ( |
) | ||||||||||||||||||||
Loss for the year ended June 30 2024
|
( |
) | ( |
) | ||||||||||||||||||||
Other comprehensive income
|
||||||||||||||||||||||||
Foreign currency translation differences on foreign operations
|
( |
) | ( |
) | ||||||||||||||||||||
Total other comprehensive income
|
( |
) | ( |
) | ||||||||||||||||||||
Total comprehensive income for the year
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Share-based payments
|
||||||||||||||||||||||||
Share-based payments expensed/capitalised
|
5.2
|
|||||||||||||||||||||||
Fair value of performance rights vested
|
5.2
|
( |
) | |||||||||||||||||||||
Share issue costs
|
5.1
|
( |
) | ( |
) | |||||||||||||||||||
Shares issued from capital raise |
5.1 | |||||||||||||||||||||||
Options exercised |
5.2 | |||||||||||||||||||||||
As at June 30 2024
|
( |
) | ( |
) | ||||||||||||||||||||
As at July 1 2022
|
( |
) | ( |
) | ||||||||||||||||||||
Loss for the year ended June 30 2023
|
( |
) | ( |
) | ||||||||||||||||||||
Other comprehensive income
|
||||||||||||||||||||||||
Foreign currency translation differences on foreign operations
|
( |
) | ( |
) | ||||||||||||||||||||
Total other comprehensive income
|
( |
) | ( |
) | ||||||||||||||||||||
Total comprehensive income for the year
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Share-based payments
|
||||||||||||||||||||||||
Share-based payments expensed/capitalised
|
5.2
|
|||||||||||||||||||||||
Fair value of performance rights vested
|
5.2
|
( |
) | |||||||||||||||||||||
Share issue costs
|
5.1
|
( |
) | ( |
) | |||||||||||||||||||
As at June 30 2023
|
( |
) | ( |
) | ||||||||||||||||||||
As at July 1 2021
|
( |
) | ( |
) | ||||||||||||||||||||
Loss for the year ended June 30 2022
|
( |
) | ( |
) | ||||||||||||||||||||
Other comprehensive income
|
||||||||||||||||||||||||
Foreign currency translation differences on foreign operations
|
( |
) | ( |
) | ||||||||||||||||||||
Total other comprehensive income
|
( |
) | ( |
) | ||||||||||||||||||||
Total comprehensive income for the year
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Issue of share capital
|
||||||||||||||||||||||||
Ordinary shares cash
|
5.1
|
|||||||||||||||||||||||
Ordinary shares non-cash | 5.1 |
|||||||||||||||||||||||
Proceeds from unlisted options exercised
|
5.1
|
|||||||||||||||||||||||
Share-based payments
|
||||||||||||||||||||||||
Share-based payments expensed/capitalised
|
5.2
|
|||||||||||||||||||||||
Fair value of unlisted options exercised | 5.2 | ( |
) | |||||||||||||||||||||
Fair value of performance rights vested
|
5.2
|
( |
) | |||||||||||||||||||||
Share issue costs
|
5.1
|
( |
) | ( |
) | |||||||||||||||||||
As at June 30 2022
|
( |
) | ( |
) |
2024
|
2023
|
2022
|
||||||||||||||
|
Note |
$'000
|
$'000
|
$'000
|
||||||||||||
Cash flows from operating activities
|
||||||||||||||||
Payment to suppliers and employees
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Net cash flows used in operating activities (inclusive of GST)
|
4.1
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Cash flows from investing activities
|
||||||||||||||||
Expenditure on mining exploration and evaluation
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Purchase of equipment
|
4.4
|
(
|
)
|
(
|
)
|
|
||||||||||
Interest received
|
|
|
|
|||||||||||||
Net cash flows used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Cash flows from financing activities
|
||||||||||||||||
Proceeds from the issue of shares
|
5.1
|
|
|
|
||||||||||||
Proceeds from exercise of options |
5.1 |
|||||||||||||||
Equity raising expenses
|
5.1
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Payments of lease liability
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Proceeds from borrowings |
4.8 | |||||||||||||||
Net cash flows received / (used in) financing activities
|
|
(
|
)
|
|
||||||||||||
Net increase / (decrease) in cash held
|
(
|
)
|
(
|
)
|
|
|||||||||||
Cash at the beginning of the financial year
|
|
|
|
|||||||||||||
Effect of exchange rate fluctuations on balances of cash
|
|
(
|
)
|
(
|
)
|
|||||||||||
Closing cash carried forward
|
4.1
|
|
|
|
Section 1. |
Basis of preparation
|
1.1. |
Reporting entity
|
1.2. |
Basis of preparation
|
• |
These financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board ('IASB'), including new or amended accounting standards effective for reporting periods
beginning July 1 2022.
|
• |
Unless otherwise stated, the accounting policies disclosed have been consistently applied.
|
• |
The financial report has been prepared on a historical cost basis.
|
• |
The financial statements have been presented in US dollars which is the Groups presentation currency.
|
• |
The financial statements have been prepared on the going concern basis which assumes the company and consolidated entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from
the date the financial report was authorised for issue.
|
1.3. |
New and amended accounting standards and interpretations
|
Classification of Liabilities as Current or
Non-current (IAS 1)
|
A liability is classified as current if the entity has no right at the end of the reporting period to defer settlement for at least 12 months after the reporting period. The IASB issued amendments to IAS 1 Presentation of Financial
Statements to clarify the requirements for classifying liabilities as current or non-current. Specifically:
• The amendments specify that the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability
exists.
• Management intention or expectation does not affect classification of liabilities.
• In cases where an instrument with a conversion option is classified as a liability, the transfer of equity instruments would constitute settlement of the liability for the purpose
of classifying it as current or non-current.
These amendments had no material impact on the financial statements.
|
Amendments to IAS 8 – Disclosure of
Accounting Estimates
|
The definition of a change in accounting estimates is replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are
subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. These amendments had no material impact
on the financial statements.
|
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction | The initial recognition exemption has been narrowed such that it no longer applies to transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. These amendments had no material impact on the financial statements. |
1.4. |
Basis of consolidation
|
1.5 |
Current versus non-current classification
|
-
|
Expected to be realised or intended to be sold or consumed in the normal operating cycle
|
-
|
Held primarily for the purpose of trading
|
-
|
Expected to be realised within twelve months after the reporting period
|
-
|
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
|
-
|
It is expected to be settled in the normal operating cycle
|
-
|
It is held primarily for the purpose of trading
|
-
|
It is due to be settled within twelve months after reporting period
|
-
|
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
|
1.6. |
Critical accounting estimates and judgements
|
1.7. |
Foreign Currency Transactions and Balances
|
Section 2. |
Financial performance
|
2.1. |
Operating segments
|
North America
|
Represents activity in the US, primarily in relation to Rhyolite Ridge and the Reno office.
|
Australia
|
Represents head office expenditure, including ASX listing costs, employee benefits, exchange gains and losses and corporate assets (predominantly cash).
|
Segment information | North America | Australia |
Total | |||||||||||||||||||||||||||||||||
2024
|
2023 |
2022
|
2024 |
2023
|
2022
|
2024 |
2023
|
2022
|
||||||||||||||||||||||||||||
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|||||||||||||||||||
Exploration expenditure - non core
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||
Other expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
Reportable segment loss
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
Employee benefits and other expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
Net financing income / (expense)
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net loss before income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
Segment assets
|
||||||||||||||||||||||||||||||||||||
Exploration assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Segment liabilities
|
||||||||||||||||||||||||||||||||||||
Payables
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Provisions
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Borrowings |
||||||||||||||||||||||||||||||||||||
Total current liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Payables
|
(
|
)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Total non-current liabilities
|
(
|
)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Total liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Net assets
|
|
|
|
|
|
|
|
|
|
2024 |
2023 |
2022 |
||||||||||
$’000 | $’000 | $’000 |
2.2.
|
Impairment write-off
|
Exploration expenditure written off
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total impairment
|
(
|
)
|
(
|
)
|
(
|
)
|
2.3.
|
Other expenses
|
General and administrative expenses
|
|
|
|
|||||||||
Consulting and professional costs
|
|
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|||||||||
Total other expenses
|
|
|
|
2.4.
|
Net finance income / (costs)
|
Interest income from external providers
|
|
|
|
|||||||||
Other revenue
|
|
|
|
|||||||||
Net foreign exchange gain
|
|
|
|
|||||||||
Finance income
|
|
|
|
|||||||||
Bank charges
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net foreign exchange loss
|
|
|
|
|||||||||
Lease interest
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Finance costs
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net finance income / (costs)
|
|
|
|
2.5.
|
Earnings per share
|
2024
|
2023
|
2022
|
||||||||||
|
$’000
|
|
$’000 |
|
$’000 | |||||||
Earnings used in calculating earnings per share
|
||||||||||||
Basic and diluted loss
|
( |
) | ( |
) | ( |
) | ||||||
Weighted average number of ordinary shares used as the denominator
|
Number
|
Number
|
Number
|
|||||||||
Issued ordinary shares - opening balance
|
|
|
|
|||||||||
Effect of shares issued
|
|
|
|
|||||||||
Weighted average number of ordinary shares
|
|
|
|
|||||||||
Weighted average number of ordinary shares (diluted)
|
||||||||||||
Weighted average number of ordinary shares at 30 June for basic EPS
|
|
|
|
|||||||||
Effect of dilution from options and rights on issue
|
|
|
|
|||||||||
Weighted average number of ordinary shares adjusted for effect of dilution
|
|
|
|
Cents
|
Cents
|
Cents
|
||||||||||
Basic loss per share attributable to the ordinary equity holders of the company
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Diluted loss per share attributable to the ordinary equity holders of the company
|
(
|
)
|
(
|
)
|
(
|
)
|
Section 3. |
Taxation
|
3.1. |
Taxation
|
2024
|
2023
|
2022
|
||||||||||
|
$’000
|
|
$’000
|
|
$’000
|
1 | ||||||
Tax expense comprises:
|
||||||||||||
Income tax
|
||||||||||||
Current tax benefit / (expense)
|
|
|
|
|||||||||
Tax expense related to movements in deferred tax balances
|
|
|
|
|||||||||
Total tax (expense) / benefit
|
|
|
|
|||||||||
Numerical reconciliation between tax (expense) / benefit and pre-tax net result:
|
||||||||||||
Loss before tax
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Prima facie taxation benefit at
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Decrease / (increase) in income tax benefit due to:
|
||||||||||||
Differences in tax rates
|
||||||||||||
Non-deductible expenses
|
|
|
|
|||||||||
Foreign exchange and other translation adjustments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Additional tax deductible expenditure
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Unrecognised tax losses relating to current year
|
|
|
|
|||||||||
Adjustments for prior years
|
|
|
(
|
)
|
||||||||
Income tax (expense) / benefit
|
|
|
|
2024
|
2023 |
|||||||
|
$’000
|
$’000 | ||||||
Deferred tax relates to the following
|
||||||||
Foreign exchange gain/loss
|
(
|
)
|
( |
) | ||||
Losses available for offsetting against future taxable income
|
|
|||||||
Net deferred tax asset
|
|
Jurisdiction June 30, 2024
|
||||||||||||
Australia | USA | Canada | ||||||||||
$’000
|
$’000
|
$’000
|
||||||||||
Non-recognized tax losses - revenue
|
||||||||||||
Balance at the beginning of the period
|
|
|
|
|||||||||
Movement during the period
|
(
|
)
|
|
|
||||||||
Balance at the end of the period
|
|
|
|
$’000
|
$’000
|
$’000
|
||||||||||
Non-recognized tax losses - capital
|
||||||||||||
Balance at the beginning of the period
|
|
|
|
|||||||||
Movement during the period
|
|
|
|
|||||||||
Balance at the end of the period
|
|
|
|
|||||||||
Total revenue and capital losses not recognized
|
|
|
|
• |
the Company and Controlled Entities derive future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be recognized,
|
• |
the Company and Controlled Entities continue to comply with the conditions for deductibility imposed by the law,
|
• |
no changes in tax legislation adversely affect the Company and Controlled Entities in recognizing the benefit from the deductions for the losses,
|
• |
the accumulated tax losses in Australia may be carried forward and offset against taxable income in the future for an indefinite period, subject to meeting Australian tax rules around continuity of ownership or business
continuity test, and
|
• |
the accumulated tax losses in the USA can be carried forward and used to offset future taxable income for a period of 20 years from the year in which the losses were incurred and losses will start to expire from the year
2027 onwards.
|
Section 4. |
Invested and working capital
|
4.1. |
Cash assets
|
2024
|
2023
|
|||||||
$
|
’000
|
$
|
’000
|
|||||
Cash at bank
|
|
|
||||||
Short term deposits
|
|
|
||||||
Total cash assets
|
|
|
||||||
Cash flow reconciliation
|
||||||||
Reconciliation of net cash outflow from operating activities to operating loss after tax
|
||||||||
Loss for the period
|
(
|
)
|
(
|
)
|
||||
Adjustments to reconcile profit to net cash flows:
|
||||||||
Depreciation
|
|
|
||||||
Exploration expenditure written-off
|
|
|
||||||
Share-based payments
|
|
|
||||||
Net foreign exchange differences - unrealized
|
(
|
)
|
(
|
)
|
||||
Interest income
|
(
|
)
|
(
|
)
|
||||
Interest expense
|
|
|
||||||
Change in assets and liabilities during the financial year:
|
||||||||
Decrease / (Increase) in trade and other receivables
|
(
|
)
|
(
|
)
|
||||
(Decrease) / increase in provisions and employee benefits
|
( |
) | ( |
) | ||||
Increase in accounts payable
|
|
|
||||||
Interest paid |
( |
) | ||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
4.2. |
Receivables
|
2024
|
2023
|
|||||||
|
$’000
|
|
$’000
|
|||||
Current
|
||||||||
Interest receivable
|
|
|
||||||
Other debtors
|
|
|
||||||
Prepayments
|
|
|
||||||
Total current trade and other receivables
|
|
|
||||||
Non-current
|
||||||||
Other debtors
|
|
|
||||||
Total non-current trade and other receivables
|
|
|
||||||
Total current and non-current trade and other receivables
|
|
|
4.3. |
Current assets - other
|
2024
|
2023
|
|||||||
|
$’000
|
|
$’000
|
|||||
Current
|
||||||||
Prepayments
|
|
|
||||||
Total current other assets
|
|
|
4.4. |
Plant and equipment
|
2024 | 2023 | |||||||
$ | ’000 | $ | ’000 | |||||
Plant and equipment - at cost
|
|
|
||||||
Less accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
Total plant and equipment
|
|
|
||||||
Reconciliation of the movement
|
||||||||
Opening balance
|
|
|
||||||
Additions
|
|
|
||||||
Disposals
|
( |
) | ||||||
Depreciation expense
|
(
|
)
|
(
|
)
|
||||
Closing balance
|
|
|
4.5. |
Right of Use Asset
|
2024
|
2023
|
|||||||
|
$’000
|
|
$’000
|
|||||
Premises - at cost
|
|
|
||||||
Less accumulated amortization
|
(
|
)
|
(
|
)
|
||||
Total Right of Use Asset
|
|
|
||||||
Reconciliation of the movement
|
||||||||
Opening balance
|
|
|
||||||
Additions
|
|
|
||||||
Disposals
|
|
|
||||||
Amortization expense
|
(
|
)
|
(
|
)
|
||||
Foreign exchange translation difference
|
|
|
||||||
Closing balance
|
|
|
4.6. |
Exploration and evaluation expenditure
|
• |
such costs are expected to be recouped through successful development and exploitation of the area, or alternatively through its sale; or
|
• |
exploration and/or evaluation activities in the area have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.
|
2024
|
2023
|
|||||||
|
$’000
|
|
$’000
|
|||||
Exploration and evaluation expenditure
|
|
|
||||||
Reconciliation of movement
|
||||||||
Opening balance
|
|
|
||||||
Additions - Rhyolite Ridge
|
|
|
||||||
Exploration expenditure - non core
|
|
|
||||||
Exploration expenditure - written off
|
(
|
)
|
(
|
)
|
||||
Carrying amount at the end of the financial year
|
|
|
4.7. |
Payables
|
2024 | 2023 | |||||||
$’000 | $’000 | |||||||
Current
|
||||||||
Trade creditors and other payables
|
|
|
||||||
Accrued expenses
|
|
|
||||||
Lease Liabilities
|
|
|
||||||
Total current payables
|
|
|
||||||
Non-current
|
||||||||
Lease Liabilities
|
|
|
||||||
Total non-current payables
|
|
|
||||||
Total current and non-current payables
|
|
|
4.8. |
Borrowings
|
2024 |
2023
|
|||||||
$’000 |
|
$’000
|
||||||
Current
|
||||||||
Other current debt
|
|
|||||||
Total borrowings
|
|
4.9. |
Provisions
|
2024
|
2023
|
|||||||
|
$’000
|
|
$’000
|
|||||
Current
|
||||||||
Provision for employee benefits
|
|
|
||||||
Total provisions
|
|
|
Section 5. |
Capital structure
|
5.1. |
Share capital
|
2024
|
2023
|
|||||||
|
$’000
|
|
$’000
|
|||||
|
|
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||
Number
|
Number
|
|
$’000
|
|
$’000
|
|||||||||||
Reconciliation of movement:
|
||||||||||||||||
Balance at the beginning of the financial year
|
|
|
|
|
||||||||||||
Ordinary shares
|
|
|
|
|
||||||||||||
Ordinary shares non-cash
|
|
|
|
|
||||||||||||
Exercise of unlisted options (1)
|
|
|
|
|
||||||||||||
Performance rights vested (2)
|
|
|
|
|
||||||||||||
Share issue costs
|
-
|
-
|
(
|
)
|
(
|
)
|
||||||||||
Balance at the end of the financial period
|
|
|
|
|
(1) |
|
(2) |
|
• |
|
• |
|
• |
|
• |
|
• |
|
• |
|
• |
|
• |
The Share Option Plan; and
|
• |
The Equity Incentive Plan.
|
Movement in options on issue for the year ended June 30, 2024 | |||||||||||||||||||||||||||||||
|
Grant
date
|
Vesting
date
|
Expiry
date
|
FV per
option at
grant
date
$
|
Exercise
price
$
|
|
Opening
balance
|
Issued | Exercised | Transferred |
Closing
balance |
||||||||||||||||||||
NEDs(1)
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||||
Ex-NEDs (2)
|
|
|
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
NEDs(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Ex-NEDs (2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
NEDs(1)(3)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Ex-NEDs (2)(3)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Movement for the year ended June 30, 2024
|
|
|
(
|
)
|
(
|
)
|
|
Movement in options on issue for the year ended June 30, 2023 | |||||||||||||||||||||||||||||||
Grant
date
|
Vesting
date
|
Expiry
date
|
FV per
option at
grant
date
$
|
Exercise
price
$
|
Opening
balance
|
Issued | Exercised | Transferred |
Closing
balance
|
||||||||||||||||||||||
NEDs (1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Ex-NEDs (2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
NEDs(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Ex-NEDs (2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
NEDs(1)(3)
|
|
|
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
Ex-NEDs (2)(3)
|
|
|
|
|
|
|
|
|
|
(5) |
|
||||||||||||||||||||
Movement for the year ended June 30, 2023
|
|
|
|
|
|
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) | |
Movement in performance rights on issue for the year ended June 30, 2024
|
||||||||||||||||||||||||||
Grant
|
Vesting
|
Fair value
per
right
grant
date
|
Opening
balance
|
Issued
|
Exercised
|
Forfeited
|
Closing
balance
|
|||||||||||||||||||
date
|
date
|
$ |
Number
|
Number
|
Number
|
Number
|
Number | |||||||||||||||||||
2020 LTI - performance based - KMP
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||
2020 LTI - time based - KMP
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2020 LTI - performance based - staff
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||
2020 LTI - time based - staff
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2020 LTI - performance based - KMP
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||
2020 LTI time based - KMP
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Retention on employment- directors
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2021 LTI - performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI - time based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI - performance based - staff
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
2021 LTI - time based - staff
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
2021 LTI - performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI time based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – time based – KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment – staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 Cash Bonus conversion – KMP
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2022 Cash Bonus conversion– staff
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
|
|||||||||||||||||||
Retention on employment – directors
|
|
|
|
|
|
|
|
|||||||||||||||||||
2022 LTI – performance based – staff
|
|
|
|
|
|
|
|
|||||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
|
|||||||||||||||||||
2022 LTI – performance based - staff
|
|
|
|
|
|
|
|
|||||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
|
|||||||||||||||||||
2022 LTI – performance based – staff
|
|
|
|
|
|
|
(
|
)
|
||||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
(
|
)
|
||||||||||||||||||
2022 LTI – performance based – KMP
|
|
|
|
|
|
|
|
|||||||||||||||||||
2022 LTI time based – KMP
|
|
|
|
|
|
|
|
|||||||||||||||||||
PR’s in lieu of directors fees
|
|
|
|
|
|
|
|
|||||||||||||||||||
Retention on employment - staff
|
|
|
|
|
|
|
|
|||||||||||||||||||
2023 STI time based - staff
|
|
|
|
|
|
|
||||||||||||||||||||
2023 STI performance based – KMP
|
|
|
|
|
|
|||||||||||||||||||||
2023 STI time based – KMP
|
|
|
|
|
|
|||||||||||||||||||||
Retention on employment – directors
|
|
|
|
|
|
|||||||||||||||||||||
2023 LTI time based – staff
|
|
|
|
|
|
|||||||||||||||||||||
2023 LTI performance based – staff
|
|
|
|
|
|
|||||||||||||||||||||
2023 LTI time based - KMP
|
|
|
|
|
|
|||||||||||||||||||||
2023 LTI performance based – KMP
|
|
|
|
|
|
|||||||||||||||||||||
Retention on employment – staff
|
|
|
|
|
||||||||||||||||||||||
2023 LTI time based – KMP
|
|
|
|
|
||||||||||||||||||||||
2023 LTI performance based – KMP
|
|
|
|
|
||||||||||||||||||||||
2023 MD Awards – KMP
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||
2023 cash bonus conversion – staff
|
|
|
|
|
(
|
)
|
||||||||||||||||||||
Movement for the year ended 30 June 2024
|
|
|
(
|
)
|
(
|
)
|
Movement in performance rights on issue for the year ended June 30, 2023
|
||||||||||||||||||||||||||
Grant
|
Vesting
|
Market
Value
per
right at
grant
date
|
Opening
balance
|
Issued
|
Exercised
|
Forfeited
|
Closing
balance
|
|||||||||||||||||||
date
|
date
|
$ |
Number
|
Number
|
Number
|
Number
|
Number
|
|||||||||||||||||||
2019 LTI - performance based - KMP
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||
2019 LTI - time based - KMP
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2019 LTI -performance based - KMP
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||
LTI - KMP
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Sign on Performance Rights - KMP
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Retention on employment- KMP
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Special award
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
Special award
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2020 LTI - performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2020 LTI - time based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2020 LTI - performance based - staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2020 LTI - time based - staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2020 LTI - performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2020 LTI time based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment- directors
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI - performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI - time based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 cash bonus conversion -KMP
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||
2021 cash bonus conversion - staff
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
2021 LTI - performance based - staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI - time based - staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI - performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI time based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2021 LTI time based - directors
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||
Retention on employment- staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – performance based - KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – time based – KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment – staff
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
2022 Cash Bonus conversion – KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 Cash Bonus conversion– staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment – directors
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – performance based – staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – performance based - staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – performance based – staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – time based – staff
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI – performance based – KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2022 LTI time based – KMP
|
|
|
|
|
|
|
|
|
||||||||||||||||||
PR’s in lieu of directors fees
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Retention on employment - staff
|
|
|
|
|
|
|
|
|||||||||||||||||||
Movement for the year ended 30 June 2023
|
|
|
(
|
)
|
(
|
)
|
|
5.2. |
Reserves
|
2024
|
2023
|
|||||||
$
|
’000
|
$
|
’000
|
|||||
Equity compensation reserve
|
||||||||
Balance at the beginning of period
|
|
|
||||||
Share based payment expensed/capitalized
|
|
|
||||||
Fair value of unlisted options exercised
|
|
|
||||||
Fair value of performance rights vested
|
(
|
)
|
(
|
)
|
||||
Balance at the end of the financial period
|
|
|
||||||
Foreign currency translation reserve
|
||||||||
Balance at the beginning of period
|
(
|
)
|
(
|
)
|
||||
Foreign currency translation differences for foreign operations
|
(
|
)
|
(
|
)
|
||||
Balance at the end of the financial period
|
(
|
)
|
(
|
)
|
||||
Total reserves
|
(
|
)
|
(
|
)
|
• |
The translation of the financial statements of foreign operations where the functional currency is different to the functional currency of the parent entity; and
|
• |
Exchange differences arise on the translation of monetary items which form part of the net investment in the foreign operation.
|
Section 6.
|
Financial instruments
|
6.1. |
Classification and measurement
|
6.2. |
Financial risk management
|
a) |
Credit risk
|
b) |
Liquidity risk
|
c) |
Capital management risk
|
d) |
Market risk related to commodity pricing, interest rates and currency fluctuations.
|
a) |
Credit risk
|
b) |
Liquidity risk
|
Less than 1
year
|
1-2 years
|
2-5 years
|
More than 5
years
|
Total
|
||||||||||||||||||||
Contractual cash flows
|
Note
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||||||||||||
Consolidated – 2024
|
||||||||||||||||||||||||
Payables
|
4.7
|
|
|
|
|
|
||||||||||||||||||
Lease Liabilities
|
4.7
|
|
|
|
|
|
||||||||||||||||||
Borrowings
|
4.8 | |||||||||||||||||||||||
Total
|
|
|
|
|
|
|||||||||||||||||||
Consolidated – 2023
|
||||||||||||||||||||||||
Payables
|
4.7
|
|
|
|
|
|
||||||||||||||||||
Lease Liabilities
|
4.7
|
|
|
|
|
|
||||||||||||||||||
Total
|
|
|
|
|
|
c) |
Capital management risk
|
d) |
Market risk
|
Average rate for the
year ended June 30 |
Spot rate at the end of the
reporting period |
|||||||
Exchange rates applied during the year:
|
||||||||
AUD / USD
|
|
|
||||||
2024
|
2023
|
|||||||
Financial instruments denominated in United States dollars
|
|
US$’000 |
|
US$’000 | ||||
Financial assets
|
||||||||
Cash
|
|
|
||||||
Trade and other receivables
|
|
|
||||||
Financial liabilities
|
||||||||
Trade and other payables
|
(
|
)
|
(
|
)
|
||||
Provisions
|
||||||||
Lease liabilities
|
(
|
)
|
(
|
)
|
• |
$
|
• |
$
|
• |
$
|
• |
|
• |
$
|
• |
$
|
• |
$
|
• |
$
|
• |
|
• |
$
|
Section 7.
|
Employee benefits and KMP disclosures
|
7.1.
|
Employee benefits expensed
|
2024
|
2023
|
2022 | ||||||||||
$’000
|
$’000
|
$’000
|
||||||||||
Non-Executive Director fees
|
|
|
|
|||||||||
Executive Director fees2
|
|
|
|
|||||||||
Employee benefits expense
|
|
|
|
|||||||||
Share-based payments
|
|
|
|
|||||||||
Total employee benefit expense
|
|
|
|
7.2. |
Key management personnel disclosure
|
2024
|
2023
|
2022
|
||||||||||
$’000
|
|
$’000
|
|
$’000
|
|
|||||||
Salary and Short-term incentive
|
|
|
|
|||||||||
Post-employment benefits
|
|
|
|
|||||||||
Share-based payments
|
|
|
|
|||||||||
Total payments to KMP
|
|
|
|
7.3. |
Share-based payments
|
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 Company, will ultimately vest.
|
Type
|
Key terms
|
Expiry Date
|
Options
|
||
Non-Executive
Directors
|
The options were issued at an exercise price equal to the VWAP for the Company’s shares over the
|
Tranche 1:
Tranche 2:
|
Performance rights – time-based
|
||
Retention on
Employment
|
• Agreements with early recruits included vesting in equal instalments after
• Conditional on the achievement of continuing employment
|
N/A
|
Deferred STI
|
•
• Conditional on the achievement of continuing employment
|
N/A
|
LTI grants
|
•
• Conditional on the achievement of continuing employment
|
N/A
|
Type
|
Key terms
|
Expiry Date
|
Performance rights – performance-based
|
||
LTI grants
|
•
• The Board will employ discretion in assessing Project results and determining vesting of performance units; below, at or
above targets:
o HSE: Top quartile HSE & Community performance (compared to North American Mining Projects)
o Construction: Construction delivery compared to schedule at FID
o Ops Readiness: Operational and business readiness on track (recruiting, systems, training etc.)
o Cost Control: Project spend within margin established at FID
o Share price: INR shareholder return compared to competitors
• Unlike producing organizations with established operations that typically aim to deliver performance conditions tied to
anticipated revenues, production levels and growth objectives, ioneer has a single pre-production project with less certainty or control over key deliverables. Providing the Board with the discretion to assess the
extent of delivery, the importance/value of the various targets delivered (or not) allows the ability to balance shareholder expectations and KMP reward, motivation and retention.
• The Board will employ discretion in assessing Project results and determining the vesting of performance units; below, at or
above targets (up to
|
N/A
|
• |
The Board may at its discretion make invitations to or grant awards to eligible persons.
|
• |
Award means an option or a performance right to acquire a Share in the capital of the Company.
|
• |
Eligible Persons include executive directors or executive officers of the Group, employees, contractors or consultants of the group or any other person.
|
• |
A participant may not sell or assign awards.
|
• |
Within
|
• |
At any time during the exercise period a participant may exercise any or all their vested options by paying the exercise price.
|
• |
Full or part time employees or consultants of the Group are eligible to participate.
|
• |
Options issued pursuant to the plan will be issued free of charge.
|
• |
Options are time based and there are no performance conditions.
|
• |
Options cannot be transferred and are not quoted on the ASX.
|
• |
Options expire if not exercised
|
• |
The exercise price of the options, at grant date, shall be as the directors in their absolute discretion determine, provided the exercise price shall not be less than the weighted average of the last sale price of
the Company’s shares on ASX at the close of business on each of the
|
• |
The directors may limit the total number of options which may be exercised under the plan in any year.
|
Section 8.
|
Group structure
|
8.1
|
Controlled entities
|
2024
|
2023
|
2022
|
|||||||
Controlled entities of ioneer Ltd
|
Note |
Country of
incorporation
|
ownership
interest |
ownership
interest
|
ownership
interest
|
||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
|
|
|
Section 9.
|
Other disclosures
|
9.1
|
Capital and other commitments
|
2024
|
2023
|
|||||||
$’000
|
$’000
|
|||||||
Payable within one year
|
||||||||
Water rights
|
|
|
||||||
Non-cancellable lease commitments
|
|
|
||||||
Exploration and evaluation expenditure commitments
|
|
|
||||||
Sub total
|
|
|
||||||
Payable after one year but not later than five years
|
||||||||
Water rights
|
|
|
||||||
Non-cancellable lease commitments
|
|
|
||||||
Exploration and evaluation expenditure commitments
|
|
|
||||||
Sub total
|
|
|
||||||
Payable later than five years
|
||||||||
Water rights
|
|
|
||||||
Non-cancellable operating lease rental commitments
|
|
|
||||||
Exploration and evaluation expenditure commitments
|
|
|
||||||
Sub total
|
|
|
||||||
Total commitments
|
|
|
9.2
|
Contingent liabilities
|
• |
Pay Boundary Peak LLC US$
|
• |
Issue shares (or a mix of both shares and cash) to Boundary Peak LLC, to the equivalent of US$
|
9.3
|
Related Party disclosures
|
9.4
|
Events after reporting date
|
ITEM 19. |
EXHIBITS
|
Exhibit
Number
|
Description
|
|
Constitution of ioneer Ltd (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
|
||
Deposit Agreement among ioneer Ltd, The Bank of New York Mellon, and Owners and Holders of American Depositary Shares (incorporated by reference to Exhibit 2.1 to the Company’s Registration
Statement on Form 20-F, filed on June 3, 2022)
|
||
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1)
|
||
Description of Share Capital (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F, filed on October 21, 2022)
|
||
Unit Purchase and Subscription Agreement, dated as of September 16, 2021, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form 20-F, filed on June 15, 2022)+
|
||
First Amendment to Unit Purchase and Subscription Agreement, dated as of October 29, 2021, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
||
|
Second Amendment to Unit Purchase and Subscription Agreement, dated as of March 31, 2022, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
|
Third Amendment to Unit Purchase and Subscription Agreement, dated as of June 21, 2022, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
||
Fourth Amendment to Unit Purchase and Subscription Agreement, dated as of December 27, 2022, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
||
Fifth Amendment to Unit Purchase and Subscription Agreement, dated as of January 30, 2023, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
||
Sixth Amendment to Unit Purchase and Subscription Agreement, dated as of June 23, 2023, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
||
Seventh Amendment to Unit Purchase and Subscription Agreement, dated as of September 22, 2023, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
||
Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
|
||
Mining Lease and Option to Purchase Agreement, dated June 3, 2016, by and among Boundary Peak Minerals LLC, Paradigm Minerals Arizona Corporation and the other parties thereto (incorporated
by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 20-F, filed on June 15, 2022)+
|
||
Form of ioneer Ltd Employee and Consultant Share Option Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on July 14, 2022).
|
||
Form of ioneer Ltd Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed on July 14, 2022).
|
||
List of Subsidiaries of ioneer Ltd (incorporated by reference to Exhibit 8.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
|
||
Trading Policy
|
||
Section 302 Certification of Chief Executive Officer
|
||
Section 302 Certification of Chief Financial Officer
|
||
Section 906 Certification of Chief Executive Officer
|
||
Section 906 Certification of Chief Financial Officer
|
||
Consent of Ernst & Young
|
||
Clawback Policy
|
||
101.1
|
The following financial statements from the Company’s Annual Report on Form 20-F for the year ended June 30, 2024, formatted in Inline XBRL: (i) Consolidated Statements of Profit or Loss and
Other Comprehensive Income, (ii) Consolidated Statement of Financial Position, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial
Statements, tagged as blocks of text and including detailed tags.
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
+ |
Certain confidential information contained in this document, marked by ***, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly
disclosed.
|
IONEER LTD
|
|||
By:
|
/s/ Bernard Rowe
|
||
Bernard Rowe
|
|||
Managing Director and Chief Executive Officer
|
|||
Date: October 22, 2024
|