ANNUAL REPORT 2023 1
ANNUAL REPORT
2023
GreenX Metals Limited
ABN: 23 008 677 852
ASX/LSE/GpW: GRX
2 GREENX METALS LIMITED
CORPORATE DIRECTORY
DIRECTORS
Mr Ian Middlemas — Chairman
Mr Benjamin Stoikovich — Director & CEO
Mr Garry Hemming — Non-Executive Director
Mr Mark Pearce — Non-Executive Director
COMPANY SECRETARY
Mr Dylan Browne
PRINCIPAL OFFICES
London
Unit 3C, 38 Jermyn Street
London SW1Y 6DN
United Kingdom
Tel: +44 207 487 3900
Australia (Registered Office)
Tel: +61 8 9322 6322
Fax: +61 8 9322 6558
Greenland
ARC Joint Venture Company ApS
c/o Nuna Advokater
Box 59
Qulilerfik 2, 6.
3900 Nuuk
SOLICITORS
Thomson Geer
AUDITOR
UHY Haines Norton – Sydney
UHY ECA - Poland
BANKERS
National Australia Bank
Australia and New Zealand Banking Group Ltd
SHARE REGISTRIES
Australia
Computershare Investor Services Pty Ltd
Level 17, 221 St Georges Terrace
Perth WA 6000
Tel: +61 8 9323 2000
United Kingdom
Computershare Investor Services PLC
The Pavilions, Bridgewater Road
Bristol BS99 6ZZ
Tel: +44 370 702 0000
Poland
Komisja Nadzoru Finansowego (KNF)
Plac Powstańców Warszawy 1, skr. poczt. 419
00-950 Warszawa
Tel: +48 22 262 50 00
1 Message from the CEO
2 Directors’ Report
18 Auditor’s Independence Declaration
19 Consolidated Statement of Profit or Loss and Other Comprehensive Income
20 Consolidated Statement of Financial Position
21 Consolidated Statement of Changes in Equity
22 Consolidated Statement of Cash Flows
23 Notes to and Forming Part of the Financial Statements
47 Directors’ Declaration
48 Independent Auditor’s Report
55 Corporate Governance
56 ASX Additional Information
CONTENTS
STOCK EXCHANGE
Australia
Australian Securities Exchange ASX Code: GRX
United Kingdom
London Stock Exchange (Main Board) – LSE
Code: GRX
Poland
Warsaw Stock Exchange – GPW Code: GRX
MESSAGE FROM THE CEO
GreenX Metals Limited ANNUAL REPORT 2023
1
Dear shareholders,
Highlights during, and since the end of the financial year included the following:
• During the period, the hearing for the international arbitration claims (“Claim“) against the Republic of Poland
under both the Energy Charter Treaty (“ECT“) and the Australia-Poland Bilateral Investment Treaty (“BIT“)
(together the “Treaties”) was concluded.
➢ Combined arbitration hearing took place in front of the Arbitral Tribunal in London under the United
Nations Commission on International Trade Law Rules (“UNCITRAL”) Arbitration Rules for GreenX’s claims
against Poland.
➢ Damages of up to £737 million (A$1.3 billion / PLN4.0 billion) have been claimed including the assessed
value of GreenX’s lost profits and damages related to both the Jan Karski and Debiensko projects, and
accrued interest related to any damages.
➢ The Company has funded the Claim proceedings under its US$12.3 million Litigation Funding Agreement
(“LFA”). US$10.4 million of the facility has been drawn down to cover legal, tribunal and external expert
costs as well as defined operating expenses associated with the Claim. The Company does not anticipate
further material drawdowns now that funded costs relating to the claims have been dispersed. The LFA
is a limited recourse loan with LCM that is on a “no win – no fee” basis.
➢ Following completion of the hearing, the Tribunal will render an Award (i.e., the legal term used for a
‘decision’ by the Tribunal) in due course with no specified date given for the Tribunal to issue a decision.
• In July 2023, GreenX entered into an option agreement (“Option Agreement”) with Greenfields Exploration
Limited (“GEX” or “Greenfields”) to acquire up to 100% of Eleonore North gold project (“ELN”) in eastern
Greenland.
• ELN has the potential to host a “reduced intrusion-related gold system” (“RIRGS”), analogous to large bulk-
tonnage deposit types found in Canada including Donlin Creek, Fort Knox and Dublin Gulch.
• Transaction provides GreenX with gold exposure in Greenland and complements GreenX’s existing
exploration prospect in Greenland, the Arctic Rift Copper project (“ARC”). There are significant synergies with
regards to personnel, logistics and equipment in having multiple exploration projects in Greenland. Field
works for the 2023 have already commenced at ELN, with follow-on exploration field activities for the ARC
project currently being planned.
• The Company successfully completed two placings during the year to raise gross proceeds of approximately
A$11.9 million from new and existing UK and European investors.
• Following completion of the placings, the Company has A$10.7 million on hand, providing a strong balance
sheet for exploration activities at the Company’s projects in Greenland.
Yours sincerely,
Benjamin Stoikovich
DIRECTORS’ REPORT
2
GreenX Metals Limited ANNUAL REPORT 2023
The Directors of GreenX Metals Limited present their report on the Consolidated Entity consisting of GreenX Metals
Limited (“Company“ or “GreenX“) and the entities it controlled at the end of, or during, the year ended 30 June
2023 (“Consolidated Entity“ or “Group“).
OPERATING AND FINANCIAL REVIEW
GreenX intends to create long-term shareholder value by focusing on the exploration and development of critical
mineral resources.
The Company’s current focus is on the exploration of the ELN and ARC projects in Greenland.
ELN has potential to host large scale, shallow, bulk tonnage gold deposits. ELN remains underexplored, with the
existence of a possible RIRGS being a relatively new geological interpretation based on the historical data. Initial
field work consists of a seismic survey to determine the depth from surface to the Noa Pluton to aid in drill
targeting.
In October 2021, GreenX entered into an Earn-in Agreement (“EIA”) with Greenfields which will see the Company
acquire an 80% interest in ARC through spending A$10.0 million over five years. In July 2023, the Company entered
into an Option Agreement with GEX to acquire up to 100% of ELN in eastern Greenland.
Selected Financial Data (Converted into PLN and EUR)
Year Ended
30 June 2023
PLN
Year Ended
30 June 2022
PLN
Year Ended
30 June 2023
EUR
Year Ended
30 June 2022
EUR
Arbitration finance facility income
14,536,825
15,305,995
3,110,152
3,309,225
Sale of land rights at Debiensko
-
2,278,722
-
492,670
Gas and property lease revenue
487,098
703,924
104,215
152,192
Exploration and evaluation expenses
(1,529,911)
(2,074,390)
(327,324)
(448,493)
Arbitration related expenses
(14,849,933)
(15,044,834)
(3,177,141)
(3,252,761)
Net loss for the period
(10,555,035)
(10,898,821)
(2,258,249)
(2,356,374)
Net cash flows from operating activities
(7,781,936)
(7,066,239)
(1,664,944)
(1,527,753)
Net cash flows from investing activities
(11,917,737)
(6,085,774)
(2,549,799)
(1,315,772)
Net cash flows from financing activities
27,389,107
14,819,670
5,859,896
3,271,466
Net increase/(decrease) in cash and cash
equivalents
7,689,434
1,667,657
1,645,153
427,941
Basic and diluted loss per share (Grosz/EUR
cents per share)
(4.09)
(4.45)
(0.88)
(0.96)
30 June 2023
PLN
30 June 2022
PLN
30 June 2023
EUR
30 June 2022
EUR
Cash and cash equivalents
23,572,705
18,853,668
5,296,880
4,028,045
Total Assets
48,746,541
48,428,966
10,953,540
10,346,743
Total Liabilities
6,024,909
11,961,183
1,353,821
2,555,481
Net Assets
42,721,632
36,467,783
9,599,720
7,791,262
Contributed equity
216,970,230
216,970,230
51,912,177
51,912,177
In compliance with Polish reporting requirements, figures of the consolidated statement of profit or loss and other
comprehensive income and consolidated statement of cash flows have been converted into PLN and EUR (from
the Group’s presentation currency) by applying the arithmetic average for the final day of each month for the
reporting period, as published by the National Bank of Poland (“NBP“). These exchange rates were 2.9945 AUD:PLN
and 4.6740 PLN:EUR for the twelve months ended 30 June 2023, and 2.9799 AUD:PLN and 4.6253 PLN:EUR for the
twelve months ended 30 June 2022.
Assets and liabilities in the consolidated statement of financial position have been converted into PLN and EUR by
applying the exchange rate on the final day of each respective reporting period as published by the NBP. These
exchange rates were: 2.7174 AUD:PLN and 4.4503 PLN:EUR on 30 June 2023, and 3.0873 AUD:PLN and 4.6806
PLN:EUR on 30 June 2022.
GreenX Metals Limited ANNUAL REPORT 2023
3
Operations
Eleonore North Gold Project Option Acquisition
In July 2023, GreenX entered into an Option Agreement with GEX to acquire up to 100% of ELN in eastern
Greenland.
ELN has the potential to host a RIRGS, analogous to large bulk-tonnage deposit types found in Canada including
Donlin Creek, Fort Knox and Dublin Gulch.
Gold mineralisation documented at the high-priority Noa Pluton prospect within ELN.
• Geophysical “bullseye” anomaly 6 km wide co-incident with elevated gold mineralisation from historical
geochemical sampling.
• Anomalous gold mineralisation associated with quartz veining exposed at surface over a length of up to 15
km.
• Historical sampling includes 4 m chip sample grading 1.93 g/t Au and 1.9% Sb (refer to Appendix 1 of the
Company’s announcement on 10th July 2023).
ELN has potential to host large scale, shallow, bulk tonnage gold deposits. ELN remains underexplored, with the
existence of a possible RIRGS being a relatively new geological interpretation based on the historical data. Initial
field work consists of a seismic survey to determine the depth from surface to the Noa Pluton to aid in drill
targeting.
Figure 1: ELN licence area showing the 6km diameter geophysical anomaly co-incident with gold veining visible
at surface over some 15km at the high priority Noa Pluton prospect
ELN license area contains other gold targets as well as copper, antimony and tungsten prospects. At Holmesø
there is copper and antimony mineralisation outcropping at surface. Historical mapping and sampling in the 1970s
at Holmesø show a prospective horizon between 15 m and 20 m thick, with per cent level grades for both metals.
The Option to earn 100% of the ELN project vests upon GreenX spending A$600,000 on exploration on ELN within
12 months and can be exercised before 30 June 2024 in return for a 1.5% Net Smelter Royalty plus A$250,000
payable in cash and A$250,000 payable in either cash or GreenX shares at GreenX’s election.
DIRECTORS’ REPORT
4
GreenX Metals Limited ANNUAL REPORT 2023
Operations (Continued)
Eleonore North Gold Project Option Acquisition (Continued)
Transaction provides GreenX with gold exposure in Greenland and complements GreenX’s existing exploration
prospect in Greenland, ARC. There are significant synergies with regards to personnel, logistics and equipment in
having multiple exploration projects in Greenland. Field works for the 2023 field season have already commenced
at ELN, with follow-on exploration field activities for the ARC project currently being planned.
Greenland is a mining friendly jurisdiction with strong Government support for expanding its mining industry,
simple laws and regulations, and a competitive fiscal regime.
The primary target in ELN is the Noa Pluton, followed by the Holmesø prospect and its source intrusion. The Noa
Veins provide a near-term drill target, however, the Company plans to determine the depth of the intrusion with
greater precision using a passive seismic survey and to conduct additional systematic surface sampling. This
information will support the magnetic interpretation, provide more certainty for a future drilling program, and
help identify the size of the intrusion within the well-defined hornfels.
Arctic Rift Copper Project
ARC is an exploration joint venture between GreenX and GEX. GreenX can earn 80% of ARC by spending A$10
million by October 2026. ARC is targeting large scale copper in multiple settings across a 5,774 km
2
Special
Exploration Licence in eastern North Greenland. The area has been historically underexplored yet is prospective
for copper, forming part of the newly identified Kiffaanngissuseq metallogenic province.
The results of the work program announced last year have demonstrated the high-grade nature of the known
copper sulphide mineralisation and wider copper mineralization in fault hosted Black Earth zones and adjacent
sandstone units. The exact position of a native copper fissure at the Neergaard Dal prospect was also identified.
Analysis of this information is underway and will be key to future planned work programs.
Dispute with Polish Government
During the period, the Company reported the conclusion of the hearing for the Claim against the Republic of
Poland under both the ECT and the BIT. The hearing took place in London and lasted two weeks.
Following completion of the hearing, the Tribunal will render an Award (i.e., the legal term used for a ‘decision’ by
the Tribunal) in due course with no specified date available for the Tribunal decision.
As previously advised, the arbitration and hearing proceedings in relation to the Claim are required to be kept
confidential.
Figure 2: Map of Greenland showing GreenX’s ARC
and ELN license areas
Figure 3: Map showing prospects and geological
features within the ELN license areas
GreenX Metals Limited ANNUAL REPORT 2023
5
Details of the Claim
The Company’s Claim against the Republic of Poland is being prosecuted through an established and enforceable
legal framework, with GreenX and Poland agreeing to apply the UNCITRAL rules to the proceedings. The
arbitration claims are being administered through the Permanent Court of Arbitration in the Hague.
The evidentiary hearing phase of the arbitration proceedings has now been completed in front of the Arbitral
Tribunal. With completion of the hearing, the Arbitral Tribunal will render an Award in due course. There is no
specified date for an Award to be rendered. The Company’s claims for damages against Poland are in the amount
of up to £737 million (A$1.3 billion/PLN4.0 billion), which includes a revised assessment of the value of GreenX’s lost
profits and damages related to both the Jan Karski and Debiensko projects, and accrued interest related to any
damages. The Claim for damages has been assessed by independent external quantum experts appointed by
GreenX specifically for the purposes of the Claim.
In July 2020, the Company announced it had executed the LFA for US$12.3 million with Litigation Capital
Management (“LCM”). The Company does not anticipate further material drawdowns now that funded costs
relating to the claims have been dispersed. The LFA is a limited recourse loan with LCM that is on a “no win – no
fee” basis.
In September 2020, GreenX announced that it had formally commenced the Claim by serving the Notices of
Arbitration against the Republic of Poland. In June 2021, GreenX announced that it had formally lodged its
Statement of Claim in the BIT arbitration, including the first assessed claim for compensation. The Company’s
Statement of Reply, the last material filing to be made by the Company for the BIT arbitration proceedings, was
submitted in July 2021. The Statement of Reply addresses various points raised by the Republic of Poland in their
Statement of Defence. The Statement of Reply also contains a re-evaluation of the claim for damages based on
responses to Poland’s Statement of Defence.
GreenX’s dispute alleges that the Republic of Poland has breached its obligations under the applicable Treaties
through its actions to block the development of the Company’s Jan Karski and Debiensko projects in Poland which
effectively deprived GreenX of the entire value of its investments in Poland.
In February 2019, GreenX formally notified the Polish Government that there exists an investment dispute between
GreenX and the Polish Government. GreenX’s notification called for prompt negotiations with the Government to
amicably resolve the dispute and indicated GreenX’s right to submit the dispute to international arbitration in the
event of the dispute not being resolved amicably.
GreenX’s investment dispute with the Republic of Poland is not unique, with international media widely reporting
that the political environment and investment climate in Poland has deteriorated since the change in Government
in 2015. As a result, there are a significant number of International Arbitration claims being brought against Poland.
Share Placings
In March 2023, the Company announced that it had successfully completed a placing to issue 14.1 million new
ordinary shares at a price of A$0.55 (31 pence) per share for gross proceeds of approximately A$7.7 million from
new and existing UK and European investors.
Subsequent to the year end, the Company announced that it completed the issue of 5.2 million new ordinary
shares at a price of A$0.80 (41 pence) per share for to raise a further A$4.2 million.
Together with the Company’s existing cash resources (A$[11.1] million as at the date of this report), the proceeds of
the placings will help ensure that GreenX retains a strong balance sheet position to conduct exploration activities
in Greenland.
CORPORATE
GreenX had cash of A$10.7 million as at the date of this report providing a strong balance sheet for exploration
activities at the Company’s projects in Greenland.
DIRECTORS’ REPORT
(Continued)
6
GreenX Metals Limited ANNUAL REPORT 2023
Results of Operations
The net loss of the Consolidated Entity for the year ended 30 June 2023 was $3,524,846 (2022: $3,657,455).
Significant items contributing to the current year loss and the substantial differences from the previous financial
year include:
(i) Arbitration related expenses of $4,963,816 (2022: $5,048,785) relating to the Claim against Republic of Poland.
This has been offset by the arbitration funding income of $4,854,562 (2022: $5,136,427). Timing differences
relating to foreign exchange movements accounts for the minor differences between arbitration expenses
and income recognised;
(ii) Sale of land rights at Debiensko nil (2022: $636,989);
(iii) Exploration and Evaluation expenses of $510,913 (2022: $696,129), which is attributable to the Group’s
accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to
the acquisition of rights to explore and up to the commencement of a bankable feasibility study for each
separate area of interest;
(iv) Business development expenses of $332,659 (2022: $278,775) which includes expenses relating to the Group’s
review of new business and project opportunities, including ELN business development costs this period, plus
investor relations activities during the year including public relations, digital marketing and other business
development consultant costs;
(v) Non-cash share-based payment expense of $24,853 (2022: $1,203,339) due to incentive securities issued to key
management personnel and other key employees and consultants of the Group as part of the long-term
incentive plan to reward key management personnel and other key employees and consultants for the long-
term performance of the Group. During the period, the Company issued 150,000 unlisted options (2022:
10,750,000) which relates to the expense in the year; and
(vi) Revenue of $313,149 (2022: $261,543) consisting of interest income of $150,483 (2022: $25,318) and the receipt of
$162,666 (2022: $236,225) of gas and property lease income derived at Kaczyce and Debiensko respectively.
Financial Position
At 30 June 2023, the Company had cash reserves of $8,674,728 (2022: $6,106,847) placing it in a good financial
position to continue with exploration activities at ARC and ELN and with the Claim.
At 30 June 2023, the Company had net assets of $15,721,510 (2022: $11,812,416), an increase of 33% compared with
the previous year. This is largely attributable to the increase in exploration and evaluation assets for ARC which
amounted to A$7,750,883 (30 June 2022: $5,745,590).
Business Strategies and Prospects for Future Financial Years
GreenX’s strategy is to create long-term shareholder value through the discovery, exploration, development and
acquisition of technically and economically viable mineral deposits. This also includes pursuing the Claim against
the Republic of Poland through international arbitration in the short to medium term.
To date, the Group has not commenced production of any minerals, nor has it identified any Ore reserves in
accordance with the JORC Code. To achieve its objective, the Group currently has the following business strategies
and prospects over the medium to long term: Undertake a widespread geochemical sampling campaign at ARC;
• Continue to enforce its rights through an established and enforceable legal framework in relation to
international arbitration for the investment dispute between GreenX and the Polish Government that has
arisen out of certain measures taken by Poland in breach of the Treaties;
• Identify and assess other suitable business opportunities in the resources sector; and
• Continue with exploration activities in Greenland.
GreenX Metals Limited ANNUAL REPORT 2023
7
All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of
these activities, or that any or all of these likely activities will be achieved. Furthermore, GreenX will continue to
take all necessary actions to preserve the Company’s rights and protect its investments in Poland, if and as
required. The material business risks faced by the Group that could have an effect on the Group’s future prospects,
and how the Group manages these risks, include the following:
• Litigation risk – All industries, including the mining industry, are subject to legal and arbitration claims.
Specifically, and as noted above, the Company is continuing with its Claim against the Republic of Poland,
and will strongly defend its position and will continue to take all relevant actions to pursue its legal rights in
the Claim process. During the period, the hearing for the Claim was completed with Tribunal to render an
Award (i.e., a decision) in due course with no specified date available for the Tribunal decision. There is
however no certainty that the Claim will be successful. If the Claim is unsuccessful, then this may have a
material impact on the value of the Company’s securities.
• Earn-in and joint venture contractual risk – The Company's earn-in right to the ARC is subject to the EIA with
Greenfields as announced in October 2021. The Company’s ability to achieve its objectives is dependent on it
and other parties complying with their obligations under the EIA. Any failure to comply with these obligations
may result in the Company not obtaining its interests in ARC and being unable to achieve its commercial
objectives, which may have a material adverse effect on the Company’s operations and the performance and
value of the Shares. There is also the risk of disputes arising with the Company’s joint venture partner,
Greenfields, the resolution of which could lead to delays in the Company's proposed development activities
or financial loss.
If and when the Company earns in its interest in the ARC, an incorporated joint venture will be established
between the Company and Greenfields. The nature of the joint venture may change in future, including the
ownership structure and voting rights in relation to ARC, which may have an effect on the ability of the
Company to influence decisions on ARC.
With regards to the Option Agreement for ELN, it should be noted that the Option Agreement is subject to
a number of conditions precedent including the payment of the option fee by the Company and there is a
risk that the transaction may not complete and the Company will not acquire the ELN project.
• Operations in overseas jurisdictions risk – ELN and ARC are located in Greenland, and as such, the operations
of the Company will be exposed to related risks and uncertainties associated with the country, regional and
local jurisdictions. Opposition to the projects, or changes in local community support for the projects, along
with any changes in mining or investment policies or in political attitude in Greenland and, in particular to
the mining, processing or use of copper, may adversely affect the operations, delay or impact the approval
process or conditions imposed, increase exploration and development costs, or reduce profitability of the
Company. Moreover, logistical difficulties may arise due to the assets being located overseas such as the
incurring of additional costs with respect to overseeing and managing the projects, including expenses
associated with taking advice in relation to the application of local laws as well as the cost of establishing a
local presence in Greenland. Fluctuations in the currency of Greenland may also affect the dealings and
operations of the Company.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights
applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of
additional local or foreign parties as joint venture partners with carried or other interests. Further, the
outcomes in courts in Greenland may be less predictable than in Australia, which could affect the
enforceability of contracts entered into by the Company.
The projects are remotely located in an area that has an arctic climate and that is categorised as an arctic
desert, and as such, the operations of the Company will be exposed to related risks and uncertainties of arctic
exploration, including adverse weather or ice conditions which may and has prevented access to the projects,
which can impact exploration and field activities or generate unexpected costs. It is not possible for the
Company to predict or protect the Company against all such risks.
The Company also had previous operations in Poland which may be subject to regulations concerning
protection of the environment, including at the Debiensko and Kaczyce projects which have both been
relinquished by the Company. As with all exploration projects and mining operations, activities will have an
impact on the environment including the possible requirement to make good any disturbed or damaged
land.
Existing and possible future environmental protection legislation, regulations and actions could cause
additional expense, capital expenditures and restrictions, the extent of which cannot be predicted which
could have a material adverse effect on the Company's business, financial condition and results of operations.
DIRECTORS’ REPORT
(Continued)
8
GreenX Metals Limited ANNUAL REPORT 2023
Business Strategies and Prospects for Future Financial Years (Continued)
• The Group’s exploration and development activities will require further capital – The exploration and any
development of the Company’s exploration properties will require substantial additional financing. Failure to
obtain sufficient financing may result in delaying or indefinite postponement of exploration and any
development of the Company’s properties or even a loss of property interest. There can be no assurance that
additional capital or other types of financing will be available if needed or that, if available, the terms of such
financing will be favourable to the Company.
• The Group’s exploration properties may never be brought into production – The exploration for, and
development of, mineral deposits involves a high degree of risk. Few properties which are explored are
ultimately developed into producing mines. To mitigate this risk, the Company will undertake systematic and
staged exploration and testing programs on its mineral properties and, subject to the results of these
exploration programs, the Company will then progressively undertake a number of technical and economic
studies with respect to its projects prior to making a decision to mine. However, there can be no guarantee
that the studies will confirm the technical and economic viability of the Company’s mineral properties or that
the properties will be successfully brought into production.
• The Group may be adversely affected by fluctuations in gold and copper prices – The price of gold and
copper fluctuates widely and is affected by numerous factors beyond the control of the Group. Future
production, if any, from the Group’s mineral properties will be dependent upon gold and copper prices being
adequate to make these properties economic. The Group currently does not engage in any hedging or
derivative transactions to manage commodity price risk. As the Group’s operations change, this policy will be
reviewed periodically going forward.
• The Group may be adversely affected by competition within the gold and copper industry – The Group
competes with other domestic and international copper companies, some of whom have larger financial and
operating resources. Increased competition could lead to higher supply or lower overall pricing. There can be
no assurance that the Company will not be materially impacted by increased competition. In addition, the
Group is continuing to secure additional surface and mineral rights, however there can be no guarantee that
the Group will secure additional surface and mineral rights, which could impact on the results of the Group’s
operations.
• The Company may be adversely affected by fluctuations in foreign exchange – Current and planned
activities are predominantly denominated in Sterling, Danish krone and/or Euros and the Company’s ability
to fund these activates may be adversely affected if the Australian dollar continues to fall against these
currencies. The Company currently does not engage in any hedging or derivative transactions to manage
foreign exchange risk. As the Company’s operations change, this policy will be reviewed periodically going
forward.
DIRECTORS
The names and details of the Group's Directors in office at any time during the financial year or since the end of
the financial year are:
Current Directors:
Mr Ian Middlemas Chairman
Mr Benjamin Stoikovich Director and CEO
Mr Garry Hemming Non-Executive Director
Mr Mark Pearce Non-Executive Director
Unless otherwise stated, Directors held their office from 1 July 2022 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Mr Ian Middlemas B.Com, CA
Chairman
Mr Middlemas is a Chartered Accountant who also holds a Bachelor of Commerce degree. He worked for a large
international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group
executive for approximately 10 years. He has had extensive corporate and management experience, and is
currently a Director with a number of publicly listed companies in the resources sector.
Mr Middlemas was appointed a Director of the Company on 25 August 2011. During the three year period to the
end of the financial year, Mr Middlemas has held directorships in NGX Limited (April 2021 – present), Constellation
Resources Limited (November 2017 – present), Apollo Minerals Limited (July 2016 – present), GCX Metals Limited
(October 2013 – present), Berkeley Energia Limited (April 2012 – present), Salt Lake Potash Limited (Receivers
Appointed) (January 2010 – present), Equatorial Resources Limited (November 2009 – present), Sovereign Metals
Limited (July 2006 – present), Odyssey Gold Limited (September 2005 – present), Peregrine Gold Limited
(September 2020 – February 2022) and Piedmont Lithium Limited (September 2009 – December 2020).
GreenX Metals Limited ANNUAL REPORT 2023
9
Mr Benjamin Stoikovich B.Eng, M.Eng, M.Sc, CEng, CEnv
Director and CEO
Mr Stoikovich is a mining engineer and professional corporate finance executive. He has extensive experience in
the resources sector gained initially as an underground Longwall Coal Mining Engineer with BHP Billiton where
he was responsible for underground longwall mine operations and permitting, and more recently as a senior
executive within the investment banking sector in London where he gained experience in mergers and
acquisitions, debt and off take financing.
He has a Bachelor of Mining Engineering degree from the University of NSW; a Master of Environmental
Engineering from the University of Wollongong; and a M.Sc in Mineral Economics from Curtin University. Mr
Stoikovich also holds a 1st Class Coal Mine Managers Ticket from the Coal Mine Qualifications Board (NSW,
Australia) and is a registered Chartered Engineer (CEng) and Chartered Environmentalist (CEnv) in the United
Kingdom. Mr Stoikovich was appointed a Director of the Company on 17 June 2013. During the three year period
to the end of the financial year, Mr Stoikovich held a directorship in Sovereign Metals Limited (October 2020 –
present).
Mr Garry Hemming
Non-Executive Director
Mr Hemming has been involved in all aspects of discovering projects and taking them from detailed exploration
and through feasibility study. Mr Hemming has lead teams that have discovered, acquired and/or developed ore-
bodies including the Yilgarn Star Gold deposit in Western Australia, Hadleigh Castle/Rishton in Queensland and
the Acoje Nickel PGE deposit in the Philippines.
Mr Hemming was appointed a Director of the Company on 6 October 2021. Mr Hemming has not been a Director
of another listed company in the three years prior to the end of the financial year.
Mr Mark Pearce B.Bus, CA, FCIS, FFin
Non-Executive Director
Mr Pearce is a Chartered Accountant and is currently a Director of several listed companies that operate in the
resources sector. He has had considerable experience in the formation and development of listed resource
companies. Mr Pearce is also a Fellow of the Institute of Chartered Secretaries and Administrators and a Fellow of
the Financial Services Institute of Australasia.
Mr Pearce was appointed a Director of the Company on 25 August 2011. During the three year period to the end of
the financial year, Mr Pearce has held directorships in, NGX Limited (April 2021 – present), Constellation Resources
Limited (July 2016 – present), Equatorial Resources Limited (November 2009 – present), Sovereign Metals Limited
(July 2006 – present), Peregrine Gold Limited (September 2020 – February 2022), Apollo Minerals Limited (July 2016
– February 2021), Odyssey Gold Limited (September 2005 – August 2020) and Salt Lake Potash Limited (August
2014 – October 2020).
Mr Dylan Browne B.Com, CA, AGIA
Company Secretary
Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of Australia (Chartered
Secretary) who is currently Company Secretary for a number of ASX and European listed companies that operate
in the resources sector. He commenced his career at a large international accounting firm and has since been
involved with a number of exploration and development companies operating in the resources sector, based in
London and Perth, including Sovereign Metals Limited, Berkeley Energia Limited and Papillon Resources Limited.
Mr Browne successfully listed GreenX on the Main Board of the London Stock Exchange and the Warsaw Stock
Exchange in 2015 and also oversaw Berkeley’s listings on the Main Board LSE and the Spanish Stock Exchanges in
2018. Mr Browne was appointed Company Secretary of the Company on 25 October 2012.
PRINCIPAL ACTIVITIES
DIRECTORS’ REPORT
(Continued)
10
GreenX Metals Limited ANNUAL REPORT 2023
EARNINGS PER SHARE
2023
Cents
2022
Cents
Basic and diluted loss per share
(1.37)
(1.52)
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group's operations are subject to various environmental laws and regulations under the relevant
government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for
all operations to achieve.
Instances of environmental non-compliance by an operation are identified either by external compliance audits
or inspections by relevant government authorities.
There have been no significant known breaches by the Group during the financial year.
DIVIDENDS
No dividends were paid or declared since the start of the financial year. No recommendation for payment of
dividends has been made (2022: nil).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the year other than the following:
(i) On 6 July 2022, the Company announced it had filed its Statement of Reply in its Claim against Poland with
a claim for compensation in the amount of £737 million (A$1.3 billion/PLN 4.1 billion) in total across both
arbitrations as prepared by external quantum experts. In November 2022, the Company reported the
conclusion of the hearing for the Claim against the Republic of Poland under both the ECT and BIT.
Following completion of the hearing, the Tribunal will render an Award (i.e., the legal term used for a
‘decision’ by the Tribunal) in due course with no specified date available for the Tribunal decision.
(ii) In March 2023, the Company completed a Placing to raise gross proceeds of approximately A$7.7 million
(~£4.4 million) from new and existing UK and European investors.
SIGNIFICANT EVENTS AFTER BALANCE DATE
(i) On 10 July 2023, the Company announced it had entered into an Option Agreement with Greenfields to
acquire up to 100% of the ELN gold project in eastern Greenland; and
(ii) On 13 July 2023, the company completed a Placing to raise gross proceeds of approximately A$4.2 million
(~£2.1 million) from new and existing investors.
Other than as outlined above, at the date of this report, there are no matters or circumstances, which have arisen
since 30 June 2023 that have significantly affected or may significantly affect:
• the operations, in financial years subsequent to 30 June 2023, of the Consolidated Entity;
• the results of those operations, in financial years subsequent to 30 June 2023, of the Consolidated Entity; or
• the state of affairs, in financial years subsequent to 30 June 2023, of the Consolidated Entity.
RELATED PARTY DISCLOSURE
Balances and transactions between the Company and its subsidiaries, which are related parties to the Company,
have been eliminated on consolidation. There have been no other transactions with related parties during the
period, other than remuneration for Key Management Personnel (“KMP“).
SUBSTANTIAL SHAREHOLDERS (shareholder with voting power of at least 5%)
Substantial Shareholder notices have been received by the following:
Substantial Shareholder
Number of Shares/Votes
Voting Power
CD Capital Natural Resources Fund III LP
44,776,120
16.73%
GreenX Metals Limited ANNUAL REPORT 2023
11
ORDINARY SHARES HELD BY DIRECTORS'
At the Date of this Report
30 June 2023
30 June 2022
Mr Ian Middlemas
11,660,000
11,660,000
11,660,000
Mr Benjamin Stoikovich
1,492,262
1,492,262
1,492,262
Mr Garry Hemming
-
-
-
Mr Mark Pearce
3,050,000
3,300,000
3,300,000
DIRECTORS' INTERESTS
As at the date of this report, the Directors' interests in the securities of the Company are as follows:
Interest in securities at the date of this report
Ordinary Shares
1
Incentive Options
2
Mr Ian Middlemas
11,660,000
-
Mr Benjamin Stoikovich
1,492,262
3,000,000
Mr Garry Hemming
-
-
Mr Mark Pearce
3,050,000
1,000,000
Notes:
1
“Ordinary Shares” means fully paid Ordinary Shares in the capital of the Company.
2
“Incentive Options” means an unlisted option to subscribe for one Ordinary Share in the capital of the Company.
SHARE OPTIONS AND PERFORMANCE RIGHTS
At the date of this report the following unlisted securities have been issued over unissued Ordinary Shares of the
Company:
• 5,375,000 Incentive Options exercisable at $0.45 each on or before 30 November 2025;
• 5,525,000 Incentive Options exercisable at $0.55 each on or before 30 November 2026;
• 5,000,000 Class A Performance Rights that have an expiry date 8 October 2026;
• 6,000,000 Class B Performance Rights that have an expiry date 8 October 2026; and
• Convertible loan note with a principal amount of $2,627,430, convertible into 5,711,805 ordinary shares at a
conversion price of $0.46 per share with no expiry date (“Loan Note 2”).
During the year ended 30 June 2023, no Ordinary Shares have been issued as a result of the exercise/conversion of
Incentive Options, Performance Rights or Loan Note 2. Subsequent to year end and up until the date of this report,
no Ordinary Shares have been issued as a result of the exercise/conversion of Incentive Options, Performance
Rights or Loan Note 2.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person
who is or has been a Director or officer of the Company or Group for any liability caused as such a Director or officer
and any legal costs incurred by a Director or officer in defending an action for any liability caused as such a Director
or officer.
During or since the end of the financial year, no amounts have been paid by the Company or Group in relation to
the above indemnities.
During the financial year, an annualised insurance premium of $20,262 (2022: $19,457) was paid to provide
adequate insurance cover for directors and officers against any potential liability and the associated legal costs of
a proceeding.
To the extent permitted by law, the Company has agreed to indemnify its auditors, UHY Haines Norton, as part of
the terms of its audit engagement agreement against claims by third parties arising from the audit (for an
unspecified amount). No payment has been made to indemnify UHY Haines Norton during or since the financial
year.
DIRECTORS’ REPORT
(Continued)
12
GreenX Metals Limited ANNUAL REPORT 2023
REMUNERATION REPORT (AUDITED)
This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration
of KMP of the Group.
Details of KMP
Details of the KMP of the Group during or since the end of the financial year are set out below:
Current Directors
Mr Ian Middlemas Chairman
Mr Benjamin Stoikovich Director and CEO
Mr Garry Hemming Non-Executive Director
Mr Mark Pearce Non-Executive Director
Other KMP
Mr Simon Kersey Chief Financial Officer
Mr Dylan Browne Company Secretary
Unless otherwise disclosed, the KMP held their position from 1 July 2022 until the date of this report.
Remuneration Policy
The Group’s remuneration policy for its KMP has been developed by the Board taking into account the size of the
Group, the size of the management team for the Group, the nature and stage of development of the Group’s
current operations, and market conditions and comparable salary levels for companies of a similar size and
operating in similar sectors. In addition to considering the above general factors, the Board has also placed
emphasis on the following specific issues in determining the remuneration policy for KMP:
(a) the Group is currently focused on undertaking exploration, appraisal and development activities;
(b) risks associated with small cap resource companies whilst exploring and developing projects; and
(c) other than profit which may be generated from asset sales, the Company does not expect to be undertaking
profitable operations until sometime after the commencement of commercial production on any of its
projects.
Executive Remuneration
The Group’s remuneration policy is to provide a fixed remuneration component and a performance-based
component (short term incentive and long term incentive). The Board believes that this remuneration policy is
appropriate given the considerations discussed in the section above and is appropriate in aligning executives’
objectives with shareholder and business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other
non-cash benefits. Non-cash benefits may include provision of car parking and health care benefits.
Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual
performance, relevant comparative remuneration externally and internally and, where appropriate, external
advice on policies and practices.
Performance Based Remuneration – Short Term Incentive (“STI”)
Some executives are entitled to an annual cash incentive payment upon achieving various key performance
indicators (“KPI’s”), as set by the Board. Having regard to the current size, nature and opportunities of the Company,
the Board has determined that these KPI’s may include measures such as successful commencement and/or
completion of exploration activities (e.g. commencement/completion of exploration programs within budgeted
timeframes and costs), establishment of government relationship (e.g. establish and maintain sound working
relationships with government and officialdom), development activities (e.g. completion of infrastructure studies
and commercial agreements), corporate activities (e.g. recruitment of key personnel and representation of the
company at international conferences) and business development activities (e.g. corporate transactions and
capital raisings). On an annual basis, and subsequent to year end, the Board assesses performance against each
individual executive’s KPI criteria. During the 2023 financial year, no cash incentive (2022: nil) was paid, or is payable,
to KMP.
GreenX Metals Limited ANNUAL REPORT 2023
13
Performance Based Remuneration – Long Term Incentive
The Group has adopted a long-term equity incentive plan (“LTIP”) comprising the grant of Incentive Options and/or
Performance Rights to reward KMP and key employees and contractors for long-term performance of the
Company. Shareholders approved the LTIP on 24 November 2021.
To achieve its corporate objectives, the Group needs to attract, incentivise, and retain its key employees and
contractors. The Board believes that grants of Incentive Options and/or Performance Rights to KMP will provide a
useful tool to underpin the Group's employment and engagement strategy.
(i) Incentive Options
The Group has an LTIP that provides for the issuance of Incentive Options as part of KMP and key employees and
contractors remuneration and incentive arrangements in order to attract and retain them and to provide an
incentive linked to the performance of the Company.
The LTIP enables the Group to: (a) recruit, incentivise and retain KMP and other key employees and contractors
needed to achieve the Group's business objectives; (b) link the reward of key staff with the achievement of strategic
goals and the long-term performance of the Group; (c) align the financial interests of participants of the Plan with
those of Shareholders; and (d) provide incentives to participants of the Plan to focus on superior performance that
creates Shareholder value.
The Board’s policy is to grant Incentive Options to KMP with exercise prices at or above market share price (at the
time of agreement). As such, any Incentive Options granted to KMP are generally only of benefit if the KMP
performed to the level whereby the value of the Group increased sufficiently to warrant exercising the Incentive
Options granted.
Other than service-based vesting conditions (if any) and the exercise price required to exercise the Incentive
Options, there are no additional performance criteria attached to any Incentive Options granted to KMP, as given
the speculative nature of the Group’s activities and the small management team responsible for its running, it is
considered that the performance of the KMP and the performance and value of the Group are closely related.
The Company prohibits executives entering into arrangements to limit their exposure to Incentive Options and
Performance Rights granted as part of their remuneration package.
During the financial year, 150,000 (2022: 10,750,000) Incentive Options were granted to KMP and key employees.
No Incentive Options previously granted to KMP were exercised or lapsed during the financial year.
(ii) Performance Rights
The LTIP also enables the Group to issue unlisted Performance Rights which, upon satisfaction of the relevant
performance conditions attached to the Performance Rights, will result in the issue of an Ordinary Share for each
Performance Right. Performance Rights are issued for no consideration and no amount is payable upon
conversion thereof.
Performance Rights granted under the LTIP to eligible participants will be linked to the achievement by the
Company of certain performance conditions as determined by the Board from time to time. These performance
conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting,
Ordinary Shares are automatically issued for no consideration. If a performance condition of a Performance Right
is not achieved by the expiry date then the Performance Right will lapse.
(iii) Management Incentive Program
In 2021 and following the LFA with LCM being executed, the Company established a Management Incentive
Program (“MIP”) which is a LTIP to retain key Company personnel who have important historical information and
knowledge to contribute towards the Claim. The MIP provides that if the Claim is successful and the Company
receives damages proceeds, 6% of these proceeds will be directed to the MIP for distribution to its participants.
The MIP requires that each participant must satisfy specific Claim related duties and if they do so, each participant
may be entitled to a pre-defined percentage of the proceeds received by the MIP. In this regard, of the 6% of any
future Claim proceeds, Mr Stoikovich (or his nominee personal services entity) will be entitled to 30% of the MIP
distribution (i.e. 30% of the 6% Claim proceeds), Mr Kersey (or his nominee personal services entity) will be entitled
to 20% of the MIP distribution (i.e. 20% of the 6% Claim proceeds), Mr Pearce and Mr Browne will each be entitled
to 7.5% of the MIP distribution (i.e. 7.5% of the 6% Claim proceeds). The remaining 35% of the MIP distribution has
been allocated to other key staff who will contribute to the Claim.
DIRECTORS’ REPORT
(Continued)
14
GreenX Metals Limited ANNUAL REPORT 2023
REMUNERATION REPORT (AUDITED) (Continued)
Non-Executive Director Remuneration
The Board’s policy is for fees to Non-Executive Directors to be no greater than market rates for comparable
companies for time, commitment and responsibilities. Given the current size, nature and risks of the Company,
Incentive Options may also be used to attract and retain Non-Executive Directors. The Board determines
payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice,
duties and accountability. Independent external advice is sought when required.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by
shareholders at a General Meeting. Director’s fees paid to Non-Executive Directors accrue on a daily basis. Fees for
Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors’
interests with shareholder interests, the Directors are encouraged to hold shares in the Company and given the
current size, nature and opportunities of the Company, Non-Executive Directors may receive Incentive Options in
order to secure and retain their services.
Fees for the Chairman were set at $36,000 per annum (2022: $36,000) (excluding post-employment benefits).
Fees for Non-Executive Directors’ were set at $20,000 per annum (2022: $20,000) (excluding post-employment
benefits). These fees cover main board activities only. Non-Executive Directors may receive additional
remuneration for other services provided to the Company, including but not limited to, membership of
committees.
During the 2023 financial year, no Incentive Options or Performance Rights (2022: 1,000,000 Incentive Options and,
no Performance Rights) were granted to Non-Executive Directors.
The Company prohibits Non-Executive Directors entering into arrangements to limit their exposure to Incentive
Options granted as part of their remuneration package.
Relationship between Remuneration of KMP and Shareholder Wealth
During the Company’s exploration and development phases of its business, the Board anticipates that the
Company will retain earnings (if any) and other cash resources for the exploration and development of its resource
projects. Accordingly, the Company does not currently have a policy with respect to the payment of dividends and
returns of capital. Therefore, there was no relationship between the Board’s policy for determining, or in relation
to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company
during the current and previous four financial years.
The Board did not determine, and in relation to, the nature and amount of remuneration of the KMP by reference
to changes in the price at which shares in the Company traded between the beginning and end of the current
and the previous four financial years. Discretionary annual cash incentive payments are based upon achieving
various non-financial key performance indicators as detailed under “Performance Based Remuneration – Short
Term Incentive” and are not based on share price or earnings. However, as noted above, certain KMP may receive
Incentive Options in the future which generally will be of greater value to KMP if the value of the Company’s shares
increases sufficiently to warrant exercising the Incentive Options.
Relationship between Remuneration of KMP and Earnings
As discussed above, the Company is currently undertaking exploration and development activities, and does not
expect to be undertaking profitable operations (other than by way of material asset sales, none of which is
currently planned) until sometime after the successful commercialisation, production and sales of commodities
from one or more of its projects. Accordingly, the Board does not consider earnings during the current and
previous four financial years when determining, and in relation to, the nature and amount of remuneration of KMP.
GreenX Metals Limited ANNUAL REPORT 2023
15
Remuneration of Directors and other KMP
Details of the nature and amount of each element of the remuneration of each Director and other KMP of GreenX
Metals Limited are as follows:
Short-term benefits
Post-
employment
superann-
uation
$
Non-Cash
Share-based
payments
$
Total
$
Perfor-
mance
related
%
Salary &
fees
$
Cash
Incentive
Payments
$
Current Directors
Ian Middlemas
2023
36,000
-
3,780
-
39,780
-
2022
36,000
-
3,600
-
39,600
-
Benjamin Stoikovich
2023
447,204
-
-
-
447,204
-
2022
439,680
-
-
335,816
775,496
43.3
Garry Hemming
1
2023
60,080
-
-
-
60,080
-
2022
44,344
-
-
-
44,344
-
Mark Pearce
2023
20,000
-
2,100
-
22,100
-
2022
20,000
-
2,000
111,939
133,939
83.6
Other KMP
Simon Kersey
2023
288,702
-
-
-
288,702
-
2022
285,510
-
-
83,954
369,464
22.7
Dylan Browne
2
2023
-
-
-
-
-
-
2022
-
-
-
139,923
139,923
100.0
Total
2023
851,987
-
5,880
-
857,867
-
2022
827,201
-
5,600
671,632
1,504,433
Notes:
1
Appointed as a Non-Executive Director on 6 October 2021. Mr Hemming also has a services agreement with the Company which provides for a
consultancy fee for geological services provided by Mr Hemming.
2
Company Secretary services are provided through a services agreement with Apollo Group Pty Ltd (“Apollo Group”) a company of which Mr Mark
Pearce is a Director and beneficial shareholder of. During the year, Apollo Group was paid or is payable A$288,000 (2022: A$240,000) for the provision
of serviced office facilities and administrative, accounting, company secretarial and transaction services to the Group.
Incentive Options Granted to KMP
No Incentive Options or Performance Rights were granted as part of remuneration, exercised or lapsed for KMP of
the Group during the financial year.
Employment Contracts with Current Directors and KMP
Mr Stoikovich has an appointment letter dated 21 June 2018, under the terms of which he agrees to serve as a
Director of the Company. Mr Stoikovich’s appointment letter is terminable, pursuant to the Company’s
Constitution, by giving the Company notice in writing. Under the updated appointment letter, Mr Stoikovich
receives a fixed fee of £25,000 per annum.
During the financial year, Selwyn Capital Limited (“Selwyn”), a company of which Mr Stoikovich is a director and
shareholder, has a consulting agreement with the Company to provide project management and capital raising
services. Under this agreement, Selwyn is paid a fixed annual consultancy fee of £225,000 per annum and an
annual incentive payment of up to £100,000 payable upon the successful completion of key milestones as
determined by the Board. In addition, Selwyn, is entitled to receive a payment incentive worth the aggregate fixed
yearly directors fees and consultancy fee in the event of a change of control clause being triggered with the
Company. The consulting contract can be terminated by either Selwyn or the Company by giving twelve months’
notice. No amount is payable to Selwyn in the event of termination of the contract arising from negligence or
incompetence in regard to the performance of services specified in the contract.
Mr Hemming, Non-Executive Director, has an appointment letter dated 5 October 2021 confirming the terms and
conditions of his appointment including a fee of $20,000 per annum. Roscoria Pty Ltd, a company of which Mr
Hemming is a director and shareholder, has a services agreement with the Company dated 6 October 2021, which
provides for a consultancy fee at the rate of $3,340 per month for geological services provided by Mr Hemming.
Either party may terminate the agreement without penalty or payment by giving one months’ notice.
DIRECTORS’ REPORT
(Continued)
16
GreenX Metals Limited ANNUAL REPORT 2023
REMUNERATION REPORT (AUDITED) (Continued)
Employment Contracts with Current Directors and KMP (Continued)
Mr Simon Kersey, Chief Financial Officer, is engaged under a consultancy deed with Cheyney Resources Limited
(“Cheyney”). The agreement specifies the duties and obligations to be fulfilled by Mr Kersey as the Chief Financial
Officer. The Company may terminate the agreement with six months written notice. No amount is payable in the
event of termination for material breach of contract, gross misconduct or neglect. Cheyney receives an annual
consultancy fee of £160,000 and will be eligible for a cash incentive of up to £50,000 per annum to be paid upon
successful completion of KPIs. In addition, Cheyney, will be entitled to receive a payment incentive worth six
months of the annual consultancy fee in the event of a change of control clause being triggered with the Company.
Mr Browne, Company Secretary, has a services agreement with the Company to provide corporate and financial
services with the Company. Either party may terminate the agreement by giving one month written notice. Under
the services agreement, Mr Browne receive cash and/or incentive securities in the Company. Mr Browne is also
entitled to receive a fee worth $100,000 in the event of a change of control clause being triggered with the
Company.
Loans from KMP
No loans were provided to or received from KMP during the year ended 30 June 2023 (2022: Nil).
Other Transactions
Apollo Group Pty Ltd, a company of which Mr Mark Pearce is a Director and beneficial shareholder, was paid or is
payable $288,000 (2022: $240,000) for the provision of serviced office facilities and administration services. The
amount is based on a current monthly retainer of $24,000 (2022: $20,000) due and payable in advance, with no
fixed term, and is able to be terminated by either party with one month’s notice. This item has been recognised as
an expense in the Statement of Profit or Loss and other Comprehensive Income.
Equity instruments held by KMP
Incentive Option holdings of KMP
2023
Held at
1 July 2022
Granted as
Remuner-
ation
Exercised/
Converted
Expired/
Lapsed
Held at
30 June
2023
Vested and
exercise-
able at 30
June 2023
Current Directors
Ian Middlemas
-
Benjamin Stoikovich
3,000,000
-
-
-
3,000,000
3,000,000
Garry Hemming
-
-
-
-
-
-
Mark Pearce
1,000,000
-
-
-
1,000,000
1,000,000
Other KMP
Simon Kersey
750,000
-
-
-
750,000
750,000
Dylan Browne
1,250,000
-
-
-
1,250,000
1,250,000
Shareholdings of KMP
2023
Held at
1 July 2022
Granted as
Remuneration
Options Exercised/
Rights Converted
Participation in
Entitlements
Issue
Held at
30 June 2023
Directors
Ian Middlemas
11,660,000
-
-
-
11,660,000
Benjamin Stoikovich
1,492,262
-
-
-
1,492,262
Garry Hemming
-
-
-
-
-
Mark Pearce
3,300,000
-
-
-
3,300,000
Other KMP
Simon Kersey
-
-
-
-
-
Dylan Browne
-
-
-
-
-
End of Remuneration Report
GreenX Metals Limited ANNUAL REPORT 2023
17
DIRECTORS’ MEETINGS
The number of meetings of Directors held during the year and the number of meetings attended by each Director
was as follows:
Board Meetings
Number eligible to attend
Number attended
Ian Middlemas
2
2
Benjamin Stoikovich
2
2
Garry Hemming
2
1
Mark Pearce
2
2
There were no Board committees during the financial year. The Board as a whole currently performs the functions
of an Audit Committee, Risk Committee, Nomination Committee, and Remuneration Committee, however this
will be reviewed should the size and nature of the Company’s activities change.
NON-AUDIT SERVICES
During the financial year, the Company’s current auditor, UHY Haines Norton and related entities, provided no
non-audit services. The Company’s former auditor, Ernst & Young provided non-audit services of $14,000 (2022:
$10,000) while they were the Company’s auditor. The Directors were satisfied that the provision of non-audit
services by EY in 2022 were compatible with the general standard of independence for auditors imposed by the
Corporations Act. The nature and scope of each type of non-audit service provided means that auditor
independence was not compromised.
DIVIDENDS
No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2023 (2022:
nil).
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2023 has been received and can be found
on page 18 of the Directors’ Report.
Signed in accordance with a resolution of the Directors.
Benjamin Stoikovich
Director
28 September 2023
Competent Persons Statement
The information in this report that relates to exploration results were extracted from the ASX announcement dated 10 July 2023
which is available to view at www.greenxmetals.com.
GreenX confirms that (a) it is not aware of any new information or data that materially affects the information included in the
original announcement; (b) all material assumptions and technical parameters underpinning the content in the relevant
announcement continue to apply and have not materially changed; and (c) the form and context in which the Competent
Person’s findings are presented have not been materially modified from the original announcement.
Forward Looking Statements
This release may include forward-looking statements. These forward-looking statements are based on GreenX’s expectations and
beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many
of which are outside the control of GreenX, which could cause actual results to differ materially from such statements. GreenX
makes no undertaking to subsequently update or revise the forward-looking statements made in this release, to reflect the
circumstances or events after the date of that release.
AUDITOR’S INDEPENDENCE DECLARATION
18
GreenX Metals Limited ANNUAL REPORT 2023
Audit Ind dec
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
GreenX Metals Limited ANNUAL REPORT 2023
19
Note
2023
2022
$
$
Revenue
2(a)
Other income
2(b)
Exploration and evaluation expenses
(510,913 )
(696,129 )
Employment expenses
3
(1,225,820 )
(1,182,676 )
Administration and corporate expenses
(869,948 )
(579,469 )
Occupancy expenses
(820,886 )
(834,554 )
Business development expenses
(332,659 )
(278,775 )
Share-based payment expenses
18
(24,853 )
(1,203,339 )
Arbitration related expenses
(4,963,816 )
(5,048,785 )
Reversal of impairment
7
Other expenses
Loss before income tax
(3,524,846 )
(3,657,455 )
Income tax expense
4
Net loss for the year
(3,524,846 )
(3,657,455 )
Net loss attributable to members of GreenX Metals Limited
(3,524,846 )
(3,657,455 )
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(98,374 )
(58,018 )
Total other comprehensive loss for the year, net of tax
(98,374 )
(58,018 )
Total comprehensive loss for the year, net of tax
(3,623,220 )
(3,715,473 )
Total comprehensive loss attributable to members of GreenX Metals
Limited
(3,623,220 )
(3,715,473 )
Basic and diluted loss per share from (cents per share)
13
(1.37 )
(1.52 )
The above Consolidated Statement of Profit or Loss and other Comprehensive Income should be read in conjunction with the
accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
20
GreenX Metals Limited ANNUAL REPORT 2023
2023
2022
Note
$
$
ASSETS
Current Assets
Cash and cash equivalents
14(b)
Trade and other receivables
5
Total Current Assets
Non-current Assets
Exploration and evaluation assets
6
Property, plant and equipment
7
Other
Total Non-current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
8
Other financial liabilities
9(a)
Provisions
10(a)
Total Current Liabilities
Non-Current Liabilities
Other financial liabilities
9(b)
Provisions
10(b)
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
11
Reserves
11
Accumulated losses
(81,176,205 )
(77,651,359 )
TOTAL EQUITY
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
GreenX Metals Limited ANNUAL REPORT 2023
21
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Contributed
Equity
Share-
Based
Payments
Reserve
Foreign
Currency
Translation
Reserve
Other Equity
Reserve
Accumulated
Losses
Total
Equity
$
$
$
$
$
$
Balance at 1 July 2022
(77,651,359 )
Net loss for the year
-
-
-
-
(3,524,846 )
(3,524,846 )
Other comprehensive income:
Exchange differences on translation of foreign
operations
-
-
(98,374 )
-
-
(98,374 )
Total comprehensive loss for the year
-
-
(98,374 )
-
(3,524,846 )
(3,623,220 )
Issue of shares
-
-
-
-
Share issue costs
(222,225 )
-
-
-
-
(222,225 )
Recognition of share-based payments
-
-
-
-
Balance at 30 June 2023
(81,176,205 )
Balance at 1 July 2021
-
-
(73,993,904 )
Net loss for the year
-
-
-
-
(3,657,455 )
(3,657,455 )
Other comprehensive income:
Exchange differences on translation of foreign
operations
-
-
(58,018 )
-
-
(58,018 )
Total comprehensive loss for the year
-
-
(58,018 )
-
(3,657,455 )
(3,715,473 )
Issue of shares
-
-
-
-
Share issue costs
(122,157 )
-
-
-
-
(122,157 )
Issue of ARC Consideration Performance Rights
-
-
-
-
Recognition of share-based payments
-
-
-
-
Other movements (Note 11)
(6,207,493 )
-
-
-
-
Balance at 30 June 2022
(77,651,359 )
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
22
GreenX Metals Limited ANNUAL REPORT 2023
Note
2023
2022
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
(2,596,360 )
(2,630,749 )
Proceeds from property and gas sales
Interest received from third parties
Payments for exploration and evaluation
(297,394 )
NET CASH FLOWS USED IN OPERATING ACTIVITIES
14(a)
(2,598,772 )
(2,371,306 )
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
(9,080 )
(900,538 )
Payments for arbitration related expenses
14(c)
(1,727,405 )
(1,825,058 )
Proceeds from sale of land and property
Payments for exploration and evaluation
(2,241,388 )
(1,165,427 )
NET CASH FLOWS USED IN INVESTING ACTIVITIES
(3,977,873 )
(2,042,281 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of ordinary shares
11(b)
Payments for share issue costs
11(b)
(222,225 )
(122,157 )
Receipts from arbitration funding
Payments for lease liabilities
(370,125 )
(357,705 )
NET CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
14(b)
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
NOTES TO AND FORMING PART OF THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
GreenX Metals Limited ANNUAL REPORT 2023
23
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in preparing the financial report of GreenX Metals Limited (“GreenX”
or “Company”) and its consolidated entities (“Consolidated Entity” or “Group”) for the year ended 30 June 2023 are
stated to assist in a general understanding of the financial report.
GreenX Metals is a Company limited by shares incorporated and domiciled in Australia whose shares are publicly
traded on the Australian Securities Exchange (“ASX”), the London Stock Exchange (“LSE”) and the Warsaw Stock
Exchange (“WSE”).
The financial report of the Group for the year ended 30 June 2023 was authorised for issue in accordance with a
resolution of the Directors.
(a) Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with Australian
Accounting Standards (“AASBs”) and other authoritative pronouncements of the Australian Accounting Standards
Board (“AASB”) and the Corporations Act 2001. The Group is a for-profit entity for the purposes of preparing the
consolidated financial statements.
The financial report has been prepared on a historical cost basis, except for certain financial liabilities which have
been measured at fair value. The financial report is presented in Australian dollars.
The consolidated financial statements have been prepared on a going concern basis which assumes the continuity
of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of
business.
The Group has updated the classification of expenses to make the Statement of Profit or Loss and other
Comprehensive Income more relevant to users of the financial report. This has resulted in the reclassification of
some items in the prior period, however, has not impacted the reported loss for the period. The Group has also
updated the classification of the Ordinary Shares relating to the calculation for basic and diluted earnings per
share (EPS) for the prior period, this has resulted in an updated EPS. The update was made to ensure EPS is more
relevant to users of the financial report.
(b) Statement of Compliance
The financial report complies with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board.
In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the
AASB that are relevant to its operations and effective for the current annual reporting period. The adoption of these
new and revised Standards or Interpretations has had an immaterial impact (if any) on the Group. Any new or
amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
effective have not been adopted by the Group for the annual reporting period ended 30 June 2023. Those which
may be relevant to the Group are set out in the table below, but these are not expected to have any significant
impact on the Group’s financial statements as detailed below.
Standard/Interpretation
Application
date of
standard
Application
date for Group
AASB 2020-3 Amendments to Australian Accounting Standards – Annual
Improvements 2018-2020 and Other Amendments (AASB 1, 3, 9, 116, 137 & 141)
1 January 2022
1 July 2022
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of
Liabilities as Current or Non-Current
1 January 2023
1 July 2023
AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related
to Assets and Liabilities arising from a Single Transaction
1 January 2023
1 July 2023
AASB 2023-2 Amendments to AASs – International Tax Reform Pillar Two Model Rules
29
23 May 2023
1 July 2023
AASB 2020-6 Amendments to Australian Accounting Standards – Classification of
Liabilities as Current or Non-Current – Deferral of Effective Date
1 January 2023
1 July 2023
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of
Accounting Policies and Definition of Accounting Estimates
1 January 2023
1 July 2023
AASB 2021-7(a-c) Amendments to Australian Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128 and Editorial Corrections
1 January 2025
1 July 2025
(c) Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at
30 June 2023 and the results of all subsidiaries for the year then ended.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
24
GreenX Metals Limited ANNUAL REPORT 2023
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(c) Principles of Consolidation (Continued)
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an
entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Company.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-
consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses
and profits and losses between Group companies, are eliminated.
(d) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly
liquid investments with original maturities of three months or less.
(e) Trade and Other Receivables
Trade receivables are initially recognised at the transaction price and subsequently measured at amortised costs
amount less any expected credit loss (“ECL”).
Receivables from related parties are initially recognised at fair value and measured at amortised cost and are
interest free.
The Group’s trade and other receivables includes GST and other taxes receivables, interest receivable and security
deposits.
(f) Financial Assets
(i) Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through
other comprehensive income (“OCI”), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. The Group initially measures a financial asset
at its fair value plus, in the case of a financial asset not at fair value through profit or loss, less transaction costs.
(ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial assets at amortised cost;
• Financial assets at fair value through OCI with recycling of cumulative gains and losses (not relevant to the
Group);
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments – not relevant to the Group); and
• Financial assets at fair value through profit or loss (equity instruments – not relevant to the Group).
Financial assets at amortised cost (debt instruments)
The Group measures financial assets at amortised cost if both of the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial assets in order to
collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and
are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Impairment
The Group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss.
ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all
the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. ECLs are
recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that result from default events that are possible within
the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
GreenX Metals Limited ANNUAL REPORT 2023
25
For receivables due in less than 12 months, the Group recognises a loss allowance based on the financial asset’s
lifetime ECL at each reporting date.
Given the nature of financial assets held by the Group, it considers a financial asset to be in default when internal
or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Group. A financial asset is written off when there
is no reasonable expectation of recovering the contractual cash flows.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of the financial asset have occurred.
(f) Property, Plant and Equipment
(i) Recognition and measurement
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated
impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost
of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the
carrying amount of the property, plant and equipment as a replacement only if it is eligible for capitalisation. All
other repairs and maintenance are recognised in the Statement of Profit or Loss and other Comprehensive Income
as incurred.
(ii) Depreciation
Depreciation is provided on a straight-line basis on all property, plant and equipment.
2023
2022
Major depreciation periods (per annum) are:
Buildings:
-
2% - 40%
Plant and equipment:
22% - 40%
22% - 40%
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at
each financial year end.
(iii) Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected from its use or disposal. Impairment of property, plant and equipment are discussed in note
1(q).
(g) Exploration and Evaluation Expenditure
Expenditure on exploration and evaluation is accounted for in accordance with the ‘area of interest’ method.
Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the
exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of
extracting a mineral resource are demonstrable.
For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as
tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets
are measured at cost at recognition and are recorded as an asset if:
(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
• the exploration and evaluation expenditures are expected to be recouped through successful
development and exploitation of the area of interest, or alternatively, by its sale; and
• exploration and evaluation activities in the area of interest have not at the reporting date reached a stage
which permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation expenditure incurred by the Group subsequent to acquisition of the rights to explore
is expensed as incurred, up to costs associated with the preparation of a feasibility study.
Impairment
Capitalised exploration costs are reviewed each reporting date to establish whether an indication of impairment
exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to
determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the
carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent
that the increased carrying amount does not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset in previous years.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
26
GreenX Metals Limited ANNUAL REPORT 2023
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(g) Exploration and Evaluation Expenditure (Continued)
Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and
transferred to development properties, and then amortised over the life of the reserves associated with the area
of interest once mining operations have commenced. Recoverability of the carrying amount of the exploration
and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale
of the respective areas of interest.
(h) Payables
Liabilities are recognised for amounts to be paid in the future for goods and services received. Trade accounts
payable are normally settled within 30 days. Payables are carried at amortised cost.
(i) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle
the present obligation at the reporting date. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
(j) Financial Liabilities
(i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings (amortised cost) or payables.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables and financial liabilities at fair value through profit
or loss.
(ii) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Amortised cost liabilities
This is the category most relevant to the Group. After initial recognition, amortised cost liabilities are subsequently
measured at amortised cost using the EIR method. Gains and losses are then recognised in profit or loss when the
liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
Financial liabilities at fair value through profit or loss
This is the category least relevant to the Group. Financial liabilities at fair value through profit or loss include
financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value
through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near
term.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the
initial date of recognition, and only if the criteria in AASB 9 Financial Instruments are satisfied.
(iii) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the statement of profit or loss.
GreenX Metals Limited ANNUAL REPORT 2023
27
(k) Revenue Recognition
Revenue is recognised when control of goods is transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled to in exchange for those goods.
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
(l) Income Tax
The income tax expense for the period is the tax payable on the current period’s taxable income based on the
national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial
statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when
the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively
enacted at balance date for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made
for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset
or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction,
other than a business combination, that at the time of the transaction did not affect either accounting profit or
taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of
the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same
taxation authority.
Tax consolidation
GreenX Metals Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated
group under the tax consolidation regime. Each entity in the tax consolidated group recognises its own current
and deferred tax liabilities, except for any deferred tax assets resulting from unused tax losses and tax credits,
which are immediately assumed by the Company (which is the head entity in the tax consolidated group). The
current tax liability of each group entity is then subsequently assumed by the Company. The tax consolidated
group has entered a tax sharing agreement whereby each company in the Group contributes to the income tax
payable in proportion to their contribution to the net profit before tax of the tax consolidated group.
(m) Employee Entitlements
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to
balance date. Employee benefits that are expected to be settled within 12 months have been measured at the
amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later
than 12 months have been measured using the projected unit credit valuation method.
(n) Earnings per Share
Basic earnings per share (“EPS”) is calculated by dividing the net profit attributable to members of the Company
for the reporting period, after excluding any costs of servicing equity, by the weighted average number of Ordinary
Shares of the Company, adjusted for any bonus issue.
Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs
associated with dilutive potential Ordinary Shares and the effect on revenues and expenses of conversion to
Ordinary Shares associated with dilutive potential Ordinary Shares, by the weighted average number of Ordinary
Shares and dilutive Ordinary Shares adjusted for any bonus issue.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
28
GreenX Metals Limited ANNUAL REPORT 2023
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(o) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost
of acquisition of the asset or as part of the expense. Receivables and payables in the statement of financial position
are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
(p) Acquisition of Assets
A group of assets may be acquired in a transaction which is not a business combination. In such cases the cost of
acquisition is allocated to the individual identifiable assets (including intangible assets that meet the definition of
and recognition criteria for intangible assets in AASB 138) acquired and liabilities assumed on the basis of their
relative fair values at the date of purchase.
(q) Impairment of non-current Assets
The Group assesses at each reporting date whether there is an indication that a non-current asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value
less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's
value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as
part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating
unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down
to its recoverable amount.
In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset.
An assessment is also made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case
the carrying amount of the asset is increased to its recoverable amount.
That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in
profit or loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's
revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(r) Fair Value Estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting
date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate
quoted market price for financial liabilities is the current ask price.
The net carrying value of trade receivables and payables are short term in nature and approximate their fair values.
The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash
flows at the current market interest rate that is available to the Group for similar financial instruments.
(s) Issued and Unissued Capital
Ordinary Shares and unissued milestone shares are classified as equity. Issued and paid up capital is recognised at
the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of
new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(t) Foreign Currencies
(i) Functional and presentation currency
The functional currency of each of the Group's entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian
dollars which is the Company's functional and presentation currency.
GreenX Metals Limited ANNUAL REPORT 2023
29
(ii) Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the
date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-
monetary items measured at historical cost continue to be carried at the exchange rate at the date of the
transaction.
Exchange differences arising on the translation of monetary items are recognised in the Statement Profit or Loss
and other Comprehensive Income.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the
extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the
other Comprehensive Income.
(iii) Group companies
The financial results and position of foreign operations whose functional currency is different from the Group's
presentation currency are translated as follows:
• assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
• income and expenses are translated at average exchange rates for the period; and
• items of equity are translated at the historical exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred to the group's foreign currency
translation reserve in the Statement of Financial Position. The accumulated difference is reclassified in the
Statement of Profit or Loss and other Comprehensive Income in the period in which the operation is disposed.
(u) Share-Based Payments
Equity-settled share-based payments are provided to officers, employees, consultants and other advisors. These
share-based payments are measured at the fair value of the equity instrument at the grant date. Fair value is
determined using the Binomial option pricing model. Further details on how the fair value of equity-settled share-
based payments has been determined can be found in Note 18.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on
the Company's estimate of equity instruments that will eventually vest. At each reporting date, the Company
revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment
to the option premium reserve.
Equity-settled share-based payments may also be provided as consideration for the acquisition of assets. Where
Ordinary Shares are issued, the transaction is recorded at fair value based on the quoted price of the Ordinary
Shares at the grant date. The acquisition is then recorded as an asset or expensed in accordance with accounting
standards. Unvested incentive securities that lapse when non-market conditions are not met are reversed from
the share-based payment reserve to the Statement of Profit or Loss.
(v) Arbitration facility income
Arbitration facility income is recognised when there is reasonable assurance that the Company will comply with
the LFA and the benefits will be received. Arbitration facility income is recognised in profit or loss on a systematic
basis over the periods in which the entity recognises as expenses the related arbitration costs for which the income
is intended to compensate.
(w) Use and Revision of Accounting Estimates, Judgements and Assumptions
The preparation of the financial report requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is
revised if the revision affects only that period, or in the period of the revision and future periods if the revision
affects both current and future periods.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
30
GreenX Metals Limited ANNUAL REPORT 2023
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(w) Use and Revision of Accounting Estimates, Judgements and Assumptions (Continued)
In particular, information about significant areas of estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amount recognised in the financial statements
are described in the following notes:
• Share-Based Payments (Note 18) - The Group initially measures the cost of equity-settled transactions with
employees by reference to the fair value of the equity instrument at the date at which they are granted.
Estimating fair value for share-based payment transactions requires the determination of the most
appropriate valuation model. This estimate also requires the determination of the most appropriate inputs
to the valuation model including the expected life of the share option, volatility and dividend yield. The
assumption and models used for estimating the fair value for share-based payment transactions are
disclosed in Note 18.
• Functional currency of foreign operations (Note 21(h)) - determination of the functional currency of foreign
subsidiaries requires judgement regarding the primary currency of labour, material and exploration spend
in that subsidiary.
(x) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
2. REVENUE AND OTHER INCOME
2023
2022
$
$
(a) Revenue
Interest revenue
150,483
25,318
Gas and property lease revenue
162,666
236,225
313,149
261,543
(b) Other income
Arbitration finance facility income
4,854,562
5,136,427
Gain on sale of land rights at Debiensko
-
636,989
4,854,562
5,773,416
3. EXPENSES
2023
2022
Note
$
$
(a) Employee benefits expense
Salaries and wages
(1,219,940)
(345,245)
Superannuation expense
(5,880)
(5,600)
Employment expenses
(1,225,820)
(350,845)
Share-based payment expense
18(a)
(24,853)
(1,203,339)
Employment expenses recorded in exploration and evaluation expenses
(323,400)
(535,511)
Total employment expenses included in profit or loss
(1,574,073)
(2,089,695)
GreenX Metals Limited ANNUAL REPORT 2023
31
4. INCOME TAX
2023
2022
$
$
(a) Recognised in the statement of comprehensive income
Current income tax
Current income tax benefit in respect of the current year
-
-
Deferred income tax
Relating to origination and reversal of temporary differences
-
-
Income tax expense/(benefit) reported in the statement of Profit or Loss and other
Comprehensive income
-
-
(b) Reconciliation between tax expense and accounting loss before income
tax
Accounting loss before income tax
(3,524,846)
(3,657,455)
At the domestic income tax rate of 30% (2022: 30%)
(1,057,454)
(1,097,237)
Expenditure not allowable for income tax purposes
1,831,141
2,118,242
Income not assessable for income tax purposes
(1,473,274)
(1,542,009)
Adjustments in respect of deferred income tax of previous years
1,526
(297,758)
Deferred tax assets not brought to account
698,061
818,762
Income tax expense/(benefit) reported in the statement of Profit or Loss and other
Comprehensive income
-
-
(c) Deferred Tax Assets and Liabilities
Deferred income tax at 30 June relates to the following:
Deferred Tax Liabilities
Receivables
6,737
1,206
Deferred tax assets used to offset deferred tax liabilities
(6,737)
(1,206)
-
-
Deferred Tax Assets
Accrued expenditure
139,596
16,912
Right-of-use assets
13,754
12,315
Capital allowances
84,785
44,036
Tax losses available to offset against future taxable income
5,505,024
4,966,304
Deferred tax assets used to offset deferred tax liabilities
(6,737)
(1,206)
Deferred tax assets not brought to account
(5,736,422)
(5,038,361)
-
-
The benefit of deferred tax assets not brought to account will only be brought to account if:
• future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be
realised;
• the conditions for deductibility imposed by tax legislation continue to be complied with; and
• no changes in tax legislation adversely affect the Group in realising the benefit.
(d) Tax Consolidation
The Company and its wholly-owned Australian resident entities have formed a tax consolidated group and are
therefore taxed as a single entity. The head entity within the tax consolidated group is GreenX Metals Limited.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
32
GreenX Metals Limited ANNUAL REPORT 2023
5. TRADE AND OTHER RECEIVABLES
2023
2022
$
$
Trade receivables
46,076
30,744
Arbitration finance facility receivable
9,590
1,815,313
Interest receivable
22,458
4,019
Deposits/prepayments
2,932
193,705
GST and other receivables
122,496
105,797
203,552
2,149,578
Note:
1
As at 30 June 2023 (2022: nil), no amounts are past due or impaired.
Note
20230
$
2022
$
6. EXPLORATION AND EVALUATION ASSETS
Arctic Rift Copper Project
Carrying amount at 1 July
5,745,590
-
Acquisition consideration for ARC (GRX securities)
2
:
• Issue of ARC consideration shares
11(b)
-
915,000
• Issue of Class A performance rights
11(b)
-
1,525,000
• Issue of Class B performance rights
11(b)
-
1,830,000
Earn-in expenditure
2
2,005,293
1,475,590
Carrying amount at 30 June
1
7,750,883
5,745,590
Note:
1
The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial
exploitation or sale of the respective areas of interest.
2
GreenX will earn an interest of up 80% in ARC through an EIA between Mineral Investment Pty Ltd (“MIPL”), a wholly owned subsidiary of the
Company.
Key terms of the EIA provide:
(i) MIPL will earn its interest in ARC by:
a. spending A$3,500,000 on ARC within three years to earn a 51% interest (First Earn-in Milestone);
b. spending a further A$3,500,000 on ARC within four years to earn a further 19% interest (taking the total interest to 70%)
(Second Earn-in Milestone); and
c. spending a further A$3,000,000 on ARC within five years to earn a further 10% interest (taking the total interest to 80%)
(Third Earn-in Milestone).
(ii) Post the Third Earn-in Milestone:
a. Each Party must contribute on a pro rata basis or be diluted.
b. If a party dilutes down below 10%, then its interest in ARC automatically converts into a 1.75% Net Smelter Royalty (at this
stage GEX can also elect to convert straight to the royalty rather than co-contributing or diluting down).
(iii) MIPL may withdraw from the earn-in in once it has spent a minimum of A$1,000,000 prior to 31 December 2022.
(iv) Further consideration in the form of GreenX equity securities were issued to GEX as follows:
a. 3 million GreenX shares issued on 8 October 2021 (subject to 12 months voluntarily escrow from date of issue)(“ARC
consideration shares”);
b. 5,000,000 Class A performance rights which vest and convert into ordinary shares upon the announcement of an
independently assessed JORC Code inferred resource of at least 250,000 tonnes of copper equivalent at a minimum
resource grade of 1% Cu Equivalent (with a cut-off grade of 0.5% Cu equivalent) at ARC and an expiry date 8 October 2026;
and
c. 6,000,000 Class B performance rights which vest and convert into ordinary shares upon the announcement of an
independently assessed JORC Code inferred resource of at least 500,000 tonnes of copper equivalent at a minimum
resource grade of 1% Cu Equivalent (with a cut-off grade of 0.5% Cu equivalent) at ARC and an expiry date 8 October 2026.
GreenX Metals Limited ANNUAL REPORT 2023
33
7. PROPERTY, PLANT AND EQUIPMENT
Land and
Buildings
Plant and
equipment
Right-of-use
assets
Total
$
$
$
$
Carrying amount at 1 July 2022
9,792
875,832
798,872
1,684,496
Additions
-
9,080
-
9,080
Impairment expense
(8,998)
-
-
(8,998)
Depreciation and amortisation
(667)
(302,189)
(262,380)
(565,236)
Foreign exchange differences
(127)
(3)
-
(130)
Carrying amount at 30 June 2023
-
582,720
536,492
1,119,212
- at cost
2,046
1,227,777
1,487,519
2,717,342
- accumulated depreciation and amortisation
(2,046)
(645,057)
(951,027)
(1,598,130)
Carrying amount at 1 July 2021
1,821,394
24,435
163,954
2,009,783
Modification of right-of-use assets
-
-
886,355
886,355
Disposal
(1,848,742)
1
-
-
(1,848,742)
Additions
-
900,774
-
900,774
Impairment reversal/(expense)
127,710
1
(7,880)
-
119,830
Depreciation and amortisation
(21,556)
(41,473)
(251,437)
(314,466)
Foreign exchange differences
(69,014)
(24)
-
(69,038)
Carrying amount at 30 June 2022
9,792
875,832
798,872
1,684,496
- at cost
31,349
1,207,632
1,487,519
2,726,500
- accumulated depreciation and amortisation
(21,557)
(331,800)
(688,647)
(1,042,004)
Notes:
1
During the prior period, the Company sold an office building and associated assets (“Property”) previously held by the Group in Poland and
received proceeds of $1,848,742. During the prior period, the Property was measured at the fair value of the sales contract with previous
impairment of $127,710 reversed.
8. TRADE AND OTHER PAYABLES
2023
2022
$
$
Trade and other payables
963,974
782,459
Arbitration expenses payable
9,590
1,521,129
973,564
2,303,588
Notes:
1
Trade payables are non-interest bearing and are normally settled on 30-day terms.
2
Other payables are non-interest bearing and have an average term of six months.
9. OTHER FINANCIAL LIABILITIES
2023
2022
$
$
(a) Current Liabilities:
Lease Liability
1
281,443
315,808
(b) Non-Current Liabilities:
Lease Liability
1
300,897
538,266
Note:
1 The Company has a lease agreement for the rental of a property. Refer to Note 7 for the carrying amount of the right of use asset relating to
the lease. The following are amounts recognised in the Statement of Profit and Loss: (i) amortisation expense of right of use asset $262,380
(2022: $251,437); (ii) interest expense on lease liabilities of $47,207 (2022: $50,466); and (iii) rent expense of $297,417 (2022: 299,381).
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
34
GreenX Metals Limited ANNUAL REPORT 2023
10. PROVISIONS
2023
$
2022
$
(a) Current Provisions:
Provisions for the protection against mining damage at Debiensko
1
390,841
206,380
Provision for closure of gas project
2
54,336
203,481
Annual leave provision
5,680
23,621
450,857
433,482
(b) Non-Current Provisions:
Provisions for the protection against mining damage at Debiensko
1
210,399
282,951
210,399
282,951
Notes:
1
As Debiensko was previously an operating mine, the Group has provided for the pay out of mining land damages to surrounding land owners
who have made a legitimate legal claim under Polish law.
2
During the year, the Company completed the sale of the Kaczyce 1 licence infrastructure to a third party following the expiry of the licence.
11. CONTRIBUTED EQUITY
2023
2022
Note
$
$
(a) Issued and Unissued Capital
267,674,439 (2022: 253,620,464) fully paid Ordinary Shares
11(b)
83,317,501
75,810,040
Loan Note 2 exchangeable into fully paid ordinary shares at $0.46 per share,
net of transaction costs
1
2,600,012
2,600,012
Total Contributed Equity
85,917,513
78,410,052
Note:
1
On 2 July 2017, GreenX and CD Capital completed an investment of US$2.0 million (A$2.6 million) in the form of the non-redeemable, non-
interest-bearing convertible Loan Note 2. The Loan Note 2 is convertible into ordinary shares of GreenX at an issue price of A$0.46 per share
and is accounted for as equity (in full).
Other key terms of the Loan Note 2 include the following:
• Loan Note 2 is non-interest bearing;
• Loan Note 2 is only repayable in an event of breach of the terms of the Loan Note 2 agreements;
• Loan Note 2 cannot be converted until after 1 April 2018 by either party;
• GreenX has the right, whilst no Event of Default exists, to convert all or part of the outstanding principal amount of Loan Note 2 into
shares at the conversion price of $0.46 per share:
o in the event of an unconditional takeover of the Company (acquisition of a relevant interest in at least 50% of GreenX shares
pursuant to a takeover bid or by an Australian court approving a merger by way of a scheme of arrangement); or
o at any time after 1 April 2018 provided that the 30 day VWAP of GreenX’s shares exceeds the conversion price of $0.46 per share.
• Loan Note 2 does not provide CD Capital with any right to participate in any new issues of securities.
• CD Capital has the right to convert all or part of the outstanding principal amount of the Notes into shares at the conversion price of
$0.46 per share provided that:
o Loan Note 1 has been converted into GreenX shares (converted in 2018); and
o The CD Options have been exercised into GreenX shares (the CD Options expired on 30 May 2021).
• If the Company reorganises its capital structure, such as by subdividing or consolidating the number of its shares, conducts a pro-rata
offer to existing shareholders or distributes assets or securities to Shareholders, then the conversion price of $0.46 of Loan Note 2 will
be adjusted so that the number of GreenX shares received by CD Capital on conversion of Loan Note 2 is the same as if Loan Note 2
were converted prior to relevant event.
• The occurrence of an Event of Default entitles CD Capital to declare the principal amount of the Loan Note 2 immediately due and
payable and exercise any other rights or remedies (including bringing proceedings) against the Company.
• Each of the following events is an "Event of Default" in relation to the Loan Note 2:
o If any representation or warranty made by GreenX is false or misleading which is reasonably likely to be a Material Adverse Effect,
and if such breach is capable of remedy, it is not remedied within 45 days;
o If the Company breaches a covenant or condition of the Notes or associated agreements which is a Material Adverse Effect, and
if such breach is capable of remedy, it is not remedied within 45 days;
o An Insolvency Event occurs (i.e. winding up) in relation to the Group;
o If the Group ceases to carry on a business; or
o If the Group does not maintain the listing and trading of its shares on at least one of the ASX, LSE or WSE.
• CD Capital may assign, transfer or encumber in whole or in part (in amounts of at least A$1 million) its rights under Loan Note 2 to any
third party by giving written notice to GreenX provided the third party has provided a deed of assumption. Assignment of Loan Note 2
will not result in the assignment of the rights and obligations under the subscription agreement or the investment agreement.
• A Material Adverse Effect means a material adverse effect on:
o the Company or PDZ Holding's ability to perform any of their obligations under Loan Note 2, the and all other Transaction
Document;
o the validity or enforceability of a Transaction Document; or
o the assets, business, condition (financial or otherwise), prospects or operations of the Group.
• An Insolvency Event in relation to the Group means:
o An order being made, or the Group passing a resolution, for its winding up.
GreenX Metals Limited ANNUAL REPORT 2023
35
(
.
b) Movements in Ordinary Shares During the Past Two Years Were as Follows:
Date
Details
Number of
Ordinary Shares
$
1 Jul 22
Opening balance
253,620,464
75,810,040
14 Mar 2023
Issue of Placing Shares
14,053,975
7,729,686
Jul 22 to Jun 23
Share issue costs
-
(222,225)
30 Jun 23
Closing balance
267,674,439
83,317,501
1 Jul 21
Opening balance
228,355,089
70,524,603
8 Oct 2021
Issue of ARC consideration shares (Note 6)
3,000,000
915,000
6 Dec 2021
Issue of Entitlement Shares
4,496,375
899,273
4 Feb 2022
Issue of Shortfall Shares
17,769,000
3,593,321
Jul 21 to Jun 22
Share issue costs
-
(122,157)
30 Jun 22
Closing balance
253,620,464
75,810,040
(c) Rights Attaching to Ordinary Shares
The rights attaching to fully paid Ordinary Shares arise from a combination of the Company's Constitution, statute
and general law.
Ordinary Shares issued following the exercise of Incentive Options in accordance with Note 11(d) or the conversion
of Performance Rights in accordance with Note 11(c) will rank equally in all respects with the Company's existing
Ordinary Shares.
Copies of the Company's Constitution are available for inspection during business hours at the Company's
registered office. The clauses of the Constitution contain the internal rules of the Company and define matters
such as the rights, duties and powers of its shareholders and directors, including provisions to the following effect
(when read in conjunction with the Corporations Act 2001 or Listing Rules).
(i) Shares
The issue of shares in the capital of the Company and options over unissued shares by the Company is under the
control of the Directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any
special class of shares.
(ii) Meetings of Members
Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the
Corporations Act 2001. The Constitution contains provisions prescribing the content requirements of notices of
meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more
places linked together by audio-visual communication devices. A quorum for a meeting of members is two
shareholders.
The Company holds annual general meetings in accordance with the Corporations Act 2001 and the Listing Rules.
(iii) Voting
Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company,
each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions
of members will be decided by a poll.
On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly
paid share determined by the amount paid up on that share
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
11. CONTRIBUTED EQUITY (Continued)
(c) Rights Attaching to Ordinary Shares (Continued)
(iv) Changes to the Constitution
The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the
members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the
intention to propose the resolution as a special resolution must be given.
(v) Listing Rules
Provided the Company remains admitted to the Official List, then despite anything in its Constitution, no act may
be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing
Rules. The Company's Constitution will be deemed to comply with the Listing Rules as amended from time to
time.
11. RESERVES
2023
2022
Note
$
$
Share-based-payments reserve
11(b)
4,583,192
4,558,339
Foreign currency translation reserve
189,517
287,891
Other equity reserve
6,207,493
6,207,493
10,980,202
11,053,723
(a) Nature and Purpose of Reserves
(i) Share-based payments reserve
The share-based payments reserve is used to record the fair value of Incentive Options and Performance Rights
issued by the Group.
(ii) Foreign currency translation reserve
Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency
translation reserve. The reserve is recognised in the Statement of Profit or Loss and other Comprehensive Income
when the net investment is disposed of.
(iii) Other equity reserve
In 2018 the Company issued 22.3 million CD Options to CD Capital following conversion of a convertible note for
the issue of 44.8 million Ordinary Shares to CD Capital. The CD Options expired in May 2021 and the value they
were accounted for ($6.2 million) has been transferred to the Other Equity Reserve.
(b) Movements in share-based payments reserve during the past two years were as follows:
Number of
Number of
Incentive
Performance
Date
Details
Options
Rights
$
1 Jul 2022
Opening balance
10,750,000
11,000,000
4,558,339
15 Mar 2023
Issue of Incentive Options
150,000
-
-
Jul 22 to Jun 23
Share-based payments expense
-
-
24,853
30 Jun 2023
Closing balance
10,900,000
11,000,000
4,583,192
1 Jul 2021
Opening balance
-
-
-
8 Oct 2021
Issue of Class A performance rights (Note 6)
-
5,000,000
1,525,000
8 Oct 2021
Issue of Class B performance rights (Note 6)
-
6,000,000
1,830,000
24 Nov 2021
Issue of Incentive Options
10,750,000
-
-
Jul 21 to Jun 22
Share-based payments expense
-
-
1,203,339
30 Jun 2022
Closing balance
10,750,000
11,000,000
4,558,339
36
GreenX Metals Limited ANNUAL REPORT 2023
GreenX Metals Limited ANNUAL REPORT 2023
37
(c) Terms and Conditions of Performance Rights
The unlisted performance rights (“Performance Rights”) were granted based upon the following terms and
conditions:
• Each Performance Right automatically converts into one Ordinary Share upon vesting of the Performance
Right;
• Each Performance Right is subject to performance conditions (as determined by the Board from time to
time) which must be satisfied in order for the Performance Right to vest;
• The Performance Rights outstanding at the end of the financial year have the following performance
conditions and expiry dates:
o 5,000,000 Class A performance rights which vest and convert into ordinary shares upon the
announcement of an independently assessed JORC Code inferred resource of at least 250,000
tonnes of copper equivalent at a minimum resource grade of 1% Cu Equivalent (with a cut-off
grade of 0.5% Cu equivalent) at ARC and an expiry date 8 October 2026; and
o 6,000,000 Class B performance rights which vest and convert into ordinary shares upon the
announcement of an independently assessed JORC Code inferred resource of at least 500,000
tonnes of copper equivalent at a minimum resource grade of 1% Cu Equivalent(with a cut-off
grade of 0.5% Cu equivalent) at ARC and an expiry date 8 October 2026.
• Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary
Shares of the Company;
• Application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon
conversion of the Performance Rights;
• If there is any reconstruction of the issued share capital of the Company, the rights of the Performance
Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the
time of the reconstruction;
• No application for quotation of the Performance Rights will be made by the Company; and
• Without approval of the Board, Performance Rights may not be transferred, assigned or novated, except,
upon death, a participant's legal personal representative may elect to be registered as the new holder of
such Performance Rights and exercise any rights in respect of them.
(d) Terms and Conditions of Incentive Options
The unlisted incentive options (“Incentive Options”) were granted based upon the following terms and
conditions:
• Each Incentive Option entitles the holder to the right to subscribe for one Share upon the exercise of each
Incentive Option;
• The Incentive Options granted as share-based payments during the financial year have the following exercise
prices and expiry dates:
o 5,375,000 Incentive Options exercisable at $0.45 on or before 30 November 2025; and
o 5,525,000 Incentive Options exercisable at $0.55 on or before 30 November 2026.
• The Incentive Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being
satisfied (if applicable);
• Shares issued on exercise of the Incentive Options rank equally with the then Shares of the Company;
• Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise
of the Incentive Options;
• If there is any reconstruction of the issued share capital of the Company, the rights of the Incentive Option
holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of
the reconstruction; and
• No application for quotation of the Incentive Options will be made by the Company.
The Company also has other unlisted securities (not accounted for as share-based payments) on issue which
includes the following:
• A convertible loan note with a principal amount of $2,627,430, convertible into 5,711,805 ordinary shares at
a conversion price of $0.46 per share with no expiry date (Loan Note 2) (Terms disclosed at Note 11(a)).
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
13. EARNINGS PER SHARE
The following reflects the income and share data used in the calculations of basic and diluted earnings per share:
2023
2022
$
$
Net loss attributable to members of the Parent used in calculating basic and
diluted earnings per share
(3,524,846)
(3,657,455)
Number of
Number of
Ordinary Shares
Ordinary Shares
2023
2022
Weighted average number of Ordinary Shares used in calculating basic and diluted
loss per share
257,817,404
240,247,672
(a) Non-Dilutive Securities
As at 30 June 2023, there were 10,900,000 unlisted Options, 11,000,000 unlisted Performance Rights and a
convertible loan note, convertible into 5,711,805 ordinary shares on issue (which represent 27,611,805 potential
Ordinary Shares) which were not dilutive as they would decrease the loss per share.
(b) Conversions, Calls, Subscriptions or Issues after 30 June 2023
There have been no other conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential
Ordinary Shares since the reporting date and before the completion of this financial report.
14. STATEMENT OF CASH FLOWS
(a) Reconciliation of the Profit after Tax to the Net Cash Flows from Operations
2023
2022
$
$
Net loss for the year
(3,524,846)
(3,657,455)
Adjustments
Depreciation and amortisation
566,387
297,423
Share-based payment expense
24,853
1,203,339
Unrealised foreign exchange movement
56,338
(3,601)
Non-cash income
(3,164,691)
(4,721,963)
Non-cash expenditure
2,849,309
3,747,221
Change in operating assets and liabilities
(Increase)/decrease in trade and other receivables
(49,894)
300,586
Increase/(decrease) in trade and other payables
643,772
463,144
Net cash outflow from operating activities
(2,598,772)
(2,371,306)
(b) Reconciliation of Cash
Cash at bank and on hand
4,174,728
6,106,847
Bank short term deposits
4,500,000
-
8,674,728
6,106,847
(c) Non-cash Financing and Investment Activities
An amount of $4,854,562 (2022: $5,136,427) was recognised as arbitration related income. These amounts relate to
the reimbursement of legal, tribunal and external expert costs relating to the Claim. $3,602,148 (2022: $3,178,390)
of these reimbursed amounts were paid directly by the Claim funder to the relevant supplier.
An amount of $4,963,816 (2022: $5,048,785) was recognised as arbitration related expense. These amounts relate
to legal, tribunal and external expert costs relating to the Claim. $3,602,148 (2022: $3,178,390) of these costs were
paid directly by the Claim funder to the relevant supplier.
38
GreenX Metals Limited ANNUAL REPORT 2023
GreenX Metals Limited ANNUAL REPORT 2023
39
15. RELATED PARTIES
(a) Subsidiaries
% Equity Interest
Name
Country of
Incorporation
2023
%
2022
%
Mineral Investments Pty Ltd
100
100
PDZ Holdings Pty Ltd
100
100
PDZ (UK) Limited
UK
100
100
PD CO Holdings (UK) Limited
UK
100
100
PD Co Sp. z o.o.
Poland
100
100
Karbonia S.A.
Poland
100
100
(b) Ultimate Parent
(c) Transactions with Related Parties
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and are not disclosed in this note. Transactions with KMP, including
remuneration, are included at Note 16 below.
16. KEY MANAGEMENT PERSONNEL
(a) Details of KMP
The KMP of the Group during or since the end of the financial year were as follows:
Current Directors
Mr Ian Middlemas Chairman
Mr Benjamin Stoikovich Director and CEO
Mr Garry Hemming Non-Executive Director
Mr Mark Pearce Non-Executive Director
Other KMP
Mr Simon Kersey Chief Financial Officer
Mr Dylan Browne Company Secretary
Unless otherwise disclosed, the KMP held their position from 1 July 2022 until the date of this report.
2023
2022
$
$
Short-term employee benefits
851,987
827,201
Post-employment benefits
5,880
5,600
Share-based payments
-
671,632
Total compensation
857,867
1,504,433
(b) Loans from KMP
No loans were provided to or received from KMP during the year ended 30 June 2023 (2022: Nil).
(c) Other Transactions
Apollo Group Pty Ltd, a Company of which Mr Mark Pearce is a Director and beneficial shareholder, was paid
$288,000 (2022: $240,000) for the provision of serviced office facilities and administration services. The amount is
based on a monthly retainer due and payable in advance, with no fixed term, and is able to be terminated by either
party with one month’s notice. This item has been recognised as an expense in the Statement of Profit or Loss and
other Comprehensive Income.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
40
GreenX Metals Limited ANNUAL REPORT 2023
17. PARENT ENTITY DISCLOSURES
2023
2022
$
$
(a) Financial Position
Assets
Current assets
8,625,030
4,229,099
Non-current assets
5,027,833
5,093,725
Total assets
13,652,862
9,322,824
Liabilities
Current liabilities
920,186
521,142
Non-Current liabilities
300,897
538,266
Total liabilities
1,221,082
1,059,408
Equity
Contributed equity
83,317,396
78,410,052
Reserves
10,790,685
8,165,715
Accumulated losses
(81,676,301)
(78,312,351)
Total equity
12,431,780
8,263,416
(b) Financial Performance
Loss for the year
(3,363,950)
(5,598,952)
Other comprehensive loss
-
-
Total comprehensive loss
(3,363,950)
(5,598,952)
(c) Other information
The Company has not entered into any guarantees in relation to its subsidiaries. Refer to Note 22 for details of
contingent assets and liabilities.
18. SHARE-BASED PAYMENTS
(a) Recognised Share-based Payments
From time to time, the Group provides Incentive Options and Performance Rights to officers, employees,
consultants and other key advisors as part of remuneration and incentive arrangements. The number of options
or rights granted, and the terms of the options or rights granted are determined by the Board. Shareholder
approval is sought where required. During the past two years, the following equity-settled share-based payments
have been recognised:
2023
2022
$
$
Expense arising from equity-settled share-based payment transactions
(24,853)
(1,203,339)
Total share-based payments recognised during the year
(24,853)
(1,203,339)
(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments
150,000 (2022: 10,750,000) Incentive Options were granted as share-based payments during the current year.
The following table illustrates the number and weighted average exercise prices (“WAEP”) of Incentive Options
granted as share-based payments during the past two years:
Incentive Options
2023
Number
2023
WAEP
2022
Number
2022
WAEP
Outstanding at beginning of year
10,750,000
0.50
-
-
Granted by the Company during the year
150,000
0.55
10,750,000
0.50
Forfeited/cancelled/lapsed
-
-
-
-
Outstanding at end of year
10,900,000
0.50
10,750,000
0.50
GreenX Metals Limited ANNUAL REPORT 2023
41
No Performance Rights were granted as share-based payments during the current year (2022: 11,000,000).
The following table illustrates the number and WAEP of Performance Rights granted as share-based payments at
during the past two years:
Performance Rights
2023
Number
2023
WAEP
2022
Number
2022
WAEP
Outstanding at beginning of year
11,000,000
-
-
-
Granted by the Company during the year
-
-
11,000,000
-
Forfeited/cancelled/lapsed/expired
-
-
-
-
Outstanding at end of year
11,000,000
-
11,000,000
-
(c) Option and Rights Pricing Models
The fair value of the equity-settled share Incentive Options granted is estimated as at the date of grant using the
binomial option pricing valuation model taking into account the terms and conditions upon which the Incentive
Options were granted. The fair value of the equity-settled share Performance Rights granted is estimated as at the
date of grant with reference to the share price on that date.
150,000 (2022: 10,750,000)Incentive Options were granted as share-based payments in the financial year ended 30
June 2023. No Performance Rights (2022: 11,000,000) were issued as share-based payments in the financial years
ended 30 June 2023.
The following table lists the inputs to the valuation models used for Incentive Options and Performance Rights
granted by the Group during the last two years:
Incentive Options
2023 Inputs
Series 1
Exercise price (A$)
0.550
Grant date share price (A$)
0.650
Dividend yield
1
-
Volatility
2
95%
Risk-free interest rate
3.08%
Grant date
15 Mar 23
Expiry date
30 Nov 26
Expected life of rights
3
(years)
3.42
Fair value at grant date (A$)
0.448
Incentive Options
2022 Inputs
Series 1
Series 2
Exercise price (A$)
0.450
0.550
Grant date share price (A$)
0.215
0.215
Dividend yield
1
-
-
Volatility
2
90%
90%
Risk-free interest rate
1.44%
1.44%
Grant date
24 Nov 21
24 Nov 21
Expiry date
30 Nov 25
30 Nov 26
Expected life of rights
3
(years)
4.02
5.02
Fair value at grant date (A$)
0.108
0.116
Notes:
1
The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
2
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual
outcome.
3
The expected life of the Incentive Options is based on the exercise date.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
42
GreenX Metals Limited ANNUAL REPORT 2023
18. SHARE-BASED PAYMENTS (Continued)
(c) Option and Rights Pricing Models (Continued)
Performance Rights
2022 Inputs
Class A
Class B
Exercise price (A$)
-
-
Grant date share price (A$)
0.302
0.302
Dividend yield
1
-
-
Volatility
2
-
-
Risk-free interest rate
-
-
Grant date
8 Oct 21
8 Oct 21
Expiry date
8 Oct 26
8 Oct 26
Expected life of rights
3
(years)
5.0
5.0
Fair value at grant date (A$)
0.302
0.302
Notes:
1
The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
2
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual
outcome.
3
The expected life of the Performance Rights is based on the expiry date.
(d) Weighted Average Remaining Contractual Life
At 30 June 2023, the weighted average remaining contractual life for Incentive Options on issue that had been
granted as share-based payments was 2.93 years (2022: 3.93 years).
(e) Range of Exercise Prices
At 30 June 2023 and 2022, the range of exercise prices for Incentive Options on issue that had been granted as
share-based payments was $0.45 and $0.55.
(f) Weighted Average Fair Value
There were 150,000 Incentive Options granted as share-based payments during the year ended 30 June 2023 (30
June 2022: 10,750,000). The weighted average fair value of Incentive Options granted as share-based payments
during the year ended 30 June 2023 was $0.12.
19. AUDITORS’ REMUNERATION
The auditor of GreenX Metals Limited is UHY Haines Norton.
2023
2022
$
$
Current Auditor – UHY Haines Norton
Amounts received or due and receivable by UHY Haines Norton for:
• UHY Haines Norton – Australia: an audit or review of the 2023 financial report of the
Company and any other entity in the consolidated group
160,724
-
• UHY Haines Norton – Poland: an audit or review of the 2022 financial report of the
Company and any other entity in the consolidated group for WSE purposes
132,966
-
• UHY Haines Norton – Poland: an audit or review of the 2021 financial report of the
Company and any other entity in the consolidated group for WSE purposes
152,634
-
• Other entities: an audit or review of the financial report of any other entity in the
consolidated group
9,073
7,958
Former Auditor – Ernst & Young
Amounts received or due and receivable by Ernst & Young for:
• Ernst and Young – Australia: an audit or review of the financial report of the
Company and any other entity in the consolidated group
15,600
50,625
• Ernst and Young – Australia: preparation of income tax return
14,000
10,000
484,997
68,583
GreenX Metals Limited ANNUAL REPORT 2023
43
20. SEGMENT INFORMATION
The Consolidated Entity operates in one segment, being mineral exploration. This is the basis on which internal
reports are provided to the Directors for assessing performance and determining the allocation of resources within
the Consolidated Entity.
2023
2022
$
$
(a) Reconciliation of Non-Current Assets by Geographical Location
Greenland
8,324,108
6,618,162
Poland
-
10,023
United Kingdom
736,282
801,901
9,060,390
7,430,086
(b) Revenue by Geographical Location
Poland
162,666
873,214
Australia
5,005,046
5,161,745
5,167,712
6,034,959
21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
(a) Overview
The Group's principal financial instruments comprise receivables, payables, cash and short-term deposits. The
main risks arising from the Group's financial instruments are credit risk, liquidity risk, interest rate risk and foreign
currency risk.
This note presents information about the Group's exposure to each of the above risks, its objectives, policies and
processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have
been no significant changes since the previous financial year to the exposure or management of these risks.
The Group manages its exposure to key financial risks in accordance with the Group's financial risk management
policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and
policies are revised as required. The overall objective of the Group's financial risk management policy is to support
the delivery of the Group's financial targets whilst protecting future financial security.
Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and
outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the
Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making
speculative gains. As the Group's operations change, the Directors will review this policy periodically going forward.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below.
(b) Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other
receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the
Group's financial assets represents the maximum credit risk exposure, as represented below:
2023
2022
$
$
Cash and cash equivalents
8,674,728
6,106,847
Trade and other receivables
203,552
2,149,578
8,878,280
8,256,425
With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from
default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Where
possible, the Group invests its cash and cash equivalents with banks that are rated the equivalent of investment
grade and above. The Group’s exposure and the credit ratings of its counterparties are continuously monitored
and the aggregate value of transactions concluded is spread amongst approved counterparties.
The Group does not have any significant customers and accordingly does not have significant exposure to bad or
doubtful debts.
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
44
GreenX Metals Limited ANNUAL REPORT 2023
21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)
(b) Credit Risk (Continued)
Trade and other receivables comprise trade and other receivables, interest accrued and GST refunds due.
Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to impairment
is not significant. At 30 June 2023, none (2022: none) of the Group’s receivables are impaired.
(c) Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's
approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity
to meet its liabilities when due. At 30 June 2023 and 2022, the Group had sufficient liquid assets to meet its financial
obligations.
The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There
are no netting arrangements in respect of financial liabilities.
(c) Liquidity Risk (Continued)
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
2023
Financial Liabilities
Trade and other payables
963,974
-
-
-
963,974
Arbitration expenses payable
9,590
-
-
-
9,590
Other financial liabilities
138,370
143,073
300,897
-
582,340
1,111,934
143,073
300,897
-
1,555,904
2022
Financial Liabilities
Trade and other payables
782,459
-
-
-
784,459
Arbitration expenses payable
1,521,129
-
-
-
1,521,129
Other financial liabilities
315,808
-
538,266
-
854,074
2,619,396
-
538,266
-
3,157,662
(d) Interest Rate Risk
The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term
deposits with a variable interest rate.
These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets
and liabilities, in the form of receivables and payables are non-interest bearing.
At the reporting date, the Group's exposure to variable interest rates was:
2023
2022
$
$
Interest-bearing financial instruments
Cash at bank and on hand
4,174,728
6,106,847
Bank short term deposits
4,500,000
-
8,674,728
6,106,847
The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at
year end of 4.45% (2022: 0.38%).
The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.
Interest rate sensitivity
A sensitivity of 3% (300 basis points) has been selected as this is considered reasonable given the current level of
both short term and long term interest rates. A 3% (300 basis points) movement in interest rates at the reporting
date would have increased/(decreased) Profit or Loss and Other Comprehensive Income by the amounts shown
below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The
analysis is performed on a sensitivity of 3% (300 basis points) basis for 2022.
Profit or loss
Other Comprehensive Income
+ 300 basis
- 300 basis
+ 300 basis
- 300 basis
points
points
points
points
$
$
$
$
2023
Group
Cash and cash equivalents
260,242
(260,242)
-
-
2022
Group
Cash and cash equivalents
183,205
(183,205)
-
-
(e) Commodity Price Risk
The Group has no exposure to commodity price risk on its financial instruments at 30 June 2023. No hedging or
derivative transactions have been used to manage commodity price risk.
(f) Capital Management
The Group defines its Capital as total equity of the Group, being $15,721,510 as at 30 June 2023 (2022: $11,812,416).
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern
while financing the development of its projects through primarily equity based financing. The Board's policy is to
maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. Given the stage of development of the Group, the Board's objective is to minimise
debt and to raise funds as required through the issue of new shares.
The Group is not subject to externally imposed capital requirements.
There were no changes in the Group's approach to capital management during the year. During the next 12
months, the Group will continue to explore project financing opportunities, primarily consisting of additional issues
of equity.
(g) Fair Value
The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:
• Level 1 – the fair value is calculated using quoted prices in active markets.
• Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
• Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable
market data.
At 30 June 2023 and 30 June 2022, the carrying value of the Group’s financial assets and liabilities approximate
their fair value.
(h) Foreign Currency Risk
The Group has transactional currency exposures. Such exposure arises from transactions denominated in
currencies other than the functional currency of the entity.
The Group’s exposure to foreign currency risk throughout the current and prior year primarily arose from
controlled entities of the Company whose functional currency is the Polish Zloty (“PLN”) and contractual
obligations in Great British Pound (“GBP”).
It is the Group’s policy not to enter into any hedging or derivative transactions to manage foreign currency risk.
However, the Group does hold some PLN cash and cash equivalents to fund its planned Polish operations over the
next 12 months, given the majority of the Group’s expenditure over this period is expected to be in PLN.
GreenX Metals Limited ANNUAL REPORT 2023
45
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(Continued)
46
GreenX Metals Limited ANNUAL REPORT 2023
21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)
(h) Foreign Currency Risk (Continued)
At the reporting date, the Group’s exposure to financial instruments denominated in foreign currencies was:
2023
PLN
GBP
AUD
Total Equivalent
AUD
Financial assets
Cash and cash equivalents
266,503
-
8,576,434
8,674,728
Trade and other receivables
152,081
-
147,461
203,552
Other
-
99,819
-
190,295
418,584
99,819
8,723,895
9,068,575
Financial liabilities
Trade and other payables
(642,396)
-
(736,631)
(973,564)
Other financial liabilities
-
(305,467)
-
(582,339)
(642,396)
(305,467)
(736,631)
(1,555,903)
Net exposure
(223,812)
(205,647)
8,987,264
7,512,672
Foreign exchange rate sensitivity
At the reporting date, had the Australian Dollar appreciated or depreciated against the PLN and GBP, as illustrated
in the table below, Profit or Loss and other Comprehensive Income would have been affected by the amounts
shown below. This analysis assumes that all other variables remain constant.
Profit or loss
Other Comprehensive Income
10% Increase
10% Decrease
10% Increase
10% Decrease
2023
Group
AUD to PLN
(8,255)
8,255
-
-
AUD to GBP
(39,204)
39,204
-
-
22. CONTINGENT ASSETS AND LIABILITIES
During the financial year, the Company’s hearing for the international arbitration Claim against the Republic of
Poland under both the ECT and the BIT was concluded. A combined arbitration hearing took place in front of the
Arbitral Tribunal in London under the UNCITRAL Arbitration Rules with damages of up to £737 million (A$1.4 billion
/ PLN4.0 billion) being claimed by the Company including the assessed value of GreenX’s lost profits and damages
related to both the Jan Karski and Debiensko projects in Poland, and accrued interest related to any damage. The
Company has funded the Claim proceedings under its US$12.3 million (US$10.4 million drawn down on) LFA with
LCM. The LFA is a limited recourse loan with LCM that is on a “no win – no fee” basis. Following the completion of
the hearing, the Tribunal will render an Award (i.e., the legal term used for a ‘decision’ by the Tribunal) in due course
with no specified date given for the Tribunal to issue a decision. If there is no settlement or award for the Claim,
then LCM is not entitled to any repayment of the LFA. If there is a settlement and award in excess of the LFA
amount drawn down on, LCM shall be entitled to receive repayment of any funds drawn plus an amount equal to
between two and five times the total of any funds drawn from the LFA during the first five years (from 1 July 2020),
depending on the time frame over which funds have remained drawn, and then a 30% interest rate after the fifth
year until receipt of damages payments.
23. EVENTS SUBSEQUENT TO BALANCE DATE
(i) On 10 July 2023, the Company announced it had entered into an Option Agreement with Greenfields to
acquire up to 100% of the ELN gold project in eastern Greenland.; and
(ii) On 13 July 2023, the company completed a placing to raise gross proceeds of approximately A$4.2 million
(~£2.1 million) from new and existing investors.
Other than as outlined above, at the date of this report, there are no matters or circumstances, which have arisen
since 30 June 2023 that have significantly affected or may significantly affect:
• the operations, in financial years subsequent to 30 June 2023 of the Consolidated Entity;
• the results of those operations, in financial years subsequent to 30 June 2023, of the Consolidated Entity; or
• the state of affairs, in financial years subsequent to 30 June 2023, of the Consolidated Entity.
DIRECTORS’ DECLARATION
GreenX Metals Limited ANNUAL REPORT 2023
47
In accordance with a resolution of the Directors of GreenX Metals Limited:
1. In the opinion of the Directors and to the best of their knowledge:
(a) the attached financial statements, notes and the additional disclosures included in the Directors'
report designated as audited, are in accordance with the Corporations Act 2001, including:
(i) Complying with the applicable Accounting Standards; and
(ii) Giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2023
and of its performance for the year ended in that date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2. The attached financial statements are in compliance with International Financial Reporting Standards, as
stated in note 1(b) to the financial statements; and
3. To the best of the Directors’ knowledge, the Directors’ report includes a fair review of the development and
performance of the business and the financial position of the Group, together with a description of the
principal risks and uncertainties that the Group faces.
4. The Directors have been given a declaration required by section 295A of the Corporations Act 2001 for the
financial year ended 30 June 2023.
On behalf of the Board
Benjamin Stoikovich
Director
28 September 2023
Level | 1 York Street | Sydney | NSW | 2000
GPO Box 4137 | Sydney | NSW | 2001
t: +61 2 9256 6600 | f: +61 2 9256 6611
sydney@uhyhnsyd.com.au
www.uhyhnsydney.com.au
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
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48
INDEPENDENT AUDITOR’S REPORT
To the Members of GreenX Metals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of GreenX Metals Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, notes to
the financial statements, including a summary of significant accounting policies, and the directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
i. giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
performance for the year ended on that date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards (“ASAs”) and International
Standards on Auditing issued by the International Auditing and Assurance Standards Board (“ISAs”).
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for
the Audit of the Financial Report section of our report. We are independent of the Group in accordance
with the auditor independence requirements of the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia.
We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report of the current year. These matters were addressed
in the context of our audit of the financial report as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be
communicated in our report.
DISCLOSURE OF THE DISPUTE WITH THE POLISH GOVERNMENT
Why a key audit matter How our audit addressed the risk
The disclosure of the dispute with the
Polish Government is a key audit matter
because the dispute relates to the
Group’s tenement interests. In addition,
the significant amount claimed
disclosed in the financial statements
could impact the users of the financial
statements.
There is a risk that the disclosure in
relation to the dispute is inadequate.
Our audit procedures included, amongst others:
• Reviewed minutes of the Group’s board
meetings and ASX announcements to identify
the legal matters involving the Group.
• Discussed with management to determine
the status of the dispute.
• Obtained solicitor confirmation of the status
of the dispute.
• Reviewed the accounting treatment to test
compliance with the requirement of
accounting standards AASB 137_Provisions,
contingent liabilities and contingent assets.
• Assessed the reasonability and completeness
of the Group’s financial statements
disclosures for the dispute.
ACCOUNTING TREATMENT OF THE EARN-IN AND JOINT VENTURE AGREEMENT IN
ARCTIC RIFT COPPER PROJECT (“ARC”)
Why a key audit matter How our audit addressed the risk
In October 2021, GreenX entered into an
Earn-In Agreement with Greenfields
Exploration Limited which provides GreenX
the opportunity to acquire an 80% interest
in ARC through Earn-In spending.
The accounting treatment of the joint
venture agreement is a key audit matter
considering the complicated terms and
conditions of the agreement on
milestones and equity interest, which
impacts how to record the expenditure.
Our procedures included, amongst others:
• Obtained and reviewed the Earn-In and Joint
Venture Agreement.
• Discussed with management their views on the
accounting treatment for the shares issued and
expenditure incurred for the Earn-In and Joint
Venture Agreement.
• Assessed whether the accounting treatment for
the shares issued and exploration costs incurred
was in line with Australian Accounting Standards.
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• Discussed with management the status of the
exploration works.
•
Assessed the reasonability and completeness of
the Group’s financial statements disclosures.
CARRYING AMOUNT OF CAPITALISED EXPLORATION AND EVALUATION ASSETS
Why a key audit matter How our audit addressed the risk
As at 30 June 2023, the Group’s
consolidated statement of financial
position included capitalised Exploration
and Evaluation assets of A$7,750,883.
The carrying amount of Exploration and
Evaluation assets is assessed for
impairment by the Group when facts and
circumstances indicate that the carrying
amount of exploration and evaluation
assets may exceed its recoverable
amount.
The determination as to whether there
are any indicators to require the
exploration and evaluation assets to be
assessed for impairment involves a
number of judgements, including
whether the Group has tenure, whether
it will be able to perform ongoing
expenditure and whether there is
sufficient information for a decision to be
made that the area of interest is not
commercially viable. The directors did not
identify any impairment indicators for the
year ended 30 June 2023.
Refer to Note 6 in the financial report for
capitalized Exploration and Evaluation
asset balances and related disclosures.
This was considered a key audit matter
because of the significant judgement
involved in determining whether any
impairment indicators were present for
the Group’s capitalized Exploration and
Evaluation asset balances and the
significance of these balances.
Our procedures included, amongst others:
• Discussed with management the accounting
policies for capitalising or expensing its
Exploration and Evaluation expenditures.
• Assessed whether the accounting treatment is
in line with Australian Accounting Standards.
• Obtained evidence that Greenfield has current
rights to the tenement by observing the licence
of the project on the Greenland Government
website.
• Considered the Group’s intention to carry out
significant ongoing exploration and evaluation
activities in the relevant areas of interest which
included reviewing the Group’s cash-flow
forecast and enquiring of senior management
and the directors as to their intentions and the
strategy of the Group.
• Discussed with management at what stage the
exploration was at, and the plan for ongoing E&E
activities.
• Enquired of management if the outcome of the
exploration has been determined.
• Considered management’s assessment of
potential indicators of impairment and assess if
management’s assessment was reasonable.
• Obtained the list of exploration and evaluation
expenditures incurred during the year and
perform vouching to the supporting documents.
• Reviewed the nature of the expenditures to
ascertain that these costs relates to exploration
activities.
• Assessed the reasonability and completeness of
the Group’s financial statements disclosures.
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PROVISION FOR THE PROTECTION AGAINST MINING DAMAGE AT DEBIENSKO
Why a key audit matter How our audit addressed the risk
As disclosed in Note 10 of the financial
report, as at 30 June 2023, the Group held a
provision for the protection for the damages
claims at the Debiensko mine of $655,576.
The Group has, following the receipt of
legal advice regarding its obligations to
fund the damages, concluding that no
liability exists for mining damages
subsequent to the denial of Poland’s
Ministry of Environment to amend the
Company’s mining permit application to
commence production at Debiensko. The
quantum of the provision for mining
damages has been determined with
reference to received applications relating
to claimable events that occurred prior to
1 January 2018.
Of the provision, $445,177 has been
classified as a current liability based on the
quantum of the adjudicated claims filed
with the court, with the unadjudicated
claims being classified as a non-current
liability.
Given the degree of judgment involved in
determining whether the Group’s
obligation to fund claims for mining
damage ceased from 1 January 2018, this
was considered an audit risk.
Our audit procedures included, amongst others:
• Considered and assessed the Group’s
process of identifying and quantifying
mining damages for claimable events that
occurred prior to 1 January 2018.
• Reviewed the Group’s legal advice to not
recognise any mining damage claims as a
provision for events occurring after
1 January 2018.
• Confirmed the quantum of active
outstanding claims with the Group’s lawyer.
• Assessed the reasonableness of the Group’s
classification of the provision for mining
damage as current and non-current based
on supporting documentation.
• Assessed the adequacy of the disclosure
included in the financial report.
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2023, but does
not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we
do not express any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
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In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial report or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the
Group to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole
is free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ASAs and ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the ASAs and ISAs, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
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of UHY International, a network of independent accounting and consulting Ƃ rms.
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the
Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of
most significance in the audit of the financial report of the current year and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 12 to 16 of the directors’ report
for the year ended 30 June 2023.
In our opinion, the Remuneration Report of GreenX Metals Limited for the year ended 30 June
2023, complies with section 300A of the Corporations Act 2001.
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Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with ASAs and ISAs.
Mark Nicholaeff UHY Haines Norton
Partner Chartered Accountants
Sydney
Date: 28 September 2023
CORPORATE GOVERNANCE
GreenX Metals Limited ANNUAL REPORT 2023
55
GreenX Metals Limited and the entities it controls believe corporate governance is important for the Company in
conducting its business activities.
The Board of GreenX has adopted a suite of charters and key corporate governance documents which articulate
the policies and procedures followed by the Company. These documents are available in the Corporate
Governance section of the Company’s website, www.greenxmetals.com. These documents are reviewed annually
to address any changes in governance practices and the law.
The Company’s Corporate Governance Statement 2023, which explains how GreenX complies with the ASX
Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ in
relation to the year ended 30 June 2023, is available in the Corporate Governance section of the Company’s
website, www.greenxmetals.com and will be lodged with ASX together with an Appendix 4G at the same time
that this Annual Report is lodged with ASX.
In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations
– 4th Edition’ the Board has taken into account a number of important factors in determining its corporate
governance policies and procedures, including the:
• relatively simple operations of the Company, which is focused on developing its two coal properties;
• cost verses benefit of additional corporate governance requirements or processes;
• size of the Board;
• Board’s experience in the relevant sector;
• organisational reporting structure and number of reporting functions, operational divisions and
employees;
• relatively simple financial affairs with limited complexity and quantum;
• relatively moderate market capitalisation and economic value of the entity; and
• direct shareholder feedback.
ASX ADDITIONAL INFORMATION
56
GreenX Metals Limited ANNUAL REPORT 2023
The shareholder information set out below was applicable as at 31 August 2023.
1. TWENTY LARGEST HOLDERS OF LISTED SECURITIES
The names of the twenty largest holders of listed securities are listed below:
Ordinary Shares
Name
Number of
Ordinary Shares
Percentage of
Ordinary Shares
BNP Paribas Nominees Pty Ltd ACF Clearstream
157,548,876
57.74
CD Capital Natural Resources Fund III LP
44,776,120
16.41
Arredo Pty Ltd
11,660,000
4.27
Computershare Clearing Pty Ltd <CCNL Di A/C>
7,342,954
2.69
BNP Paribas Nominees Pty Ltd <IB Au Noms Retailclient DRP>
4,299,050
1.58
BNP Paribas Noms Pty Ltd <DRP>
3,012,045
1.10
Mr Mark Pearce + Mrs Natasha Pearce <NMLP Family A/C>
2,500,000
0.92
Citicorp Nominees Pty Limited
2,256,368
0.83
Bouchi Pty Ltd
1,750,000
0.64
HSBC Custody Nominees (Australia) Limited
1,500,976
0.55
Daljinder Mahil
1,360,000
0.50
Mr Ross Langdon Divett + Mrs Linda Alison Divett
1,231,300
0.45
Cabbdeg Investments Pty Ltd
1,185,000
0.43
Mr John Paul Welborn
1,055,000
0.39
Brearley Holdings Pty Ltd <Brearley Super Fund A/C>
852,100
0.31
Monex Boom Securities (HK) Ltd <Client A/C>
753,305
0.28
Carolyn Anne Baker
750,000
0.27
David Alan Kendall
750,000
0.27
Robert Ian Kendall
750,000
0.27
Allan Dale Real Estate Pty Ltd <Super Fund A/C>
664,219
0.24
Total Top 20
245,997,313
90.15
Others
26,881,626
9.85
Total Ordinary Shares on Issue
272,878,939
100.0
2. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of holders by size of holding:
Ordinary Shares
Distribution
Number of Shareholders
Number of Ordinary Shares
1 – 1,000
608
132,917
1,001 – 5,000
226
657,473
5,001 – 10,000
116
963,963
10,001 – 100,000
220
8,100,228
More than 100,000
78
132,917
Totals
1,248
272,878,93
There were 529 holders of less than a marketable parcel of Ordinary Shares.
GreenX Metals Limited ANNUAL REPORT 2023
57
3. VOTING RIGHTS
See Note 11(c) of the Notes to the Financial Statements.
4. SUBSTANTIAL SHAREHOLDERS (shareholder with voting power of at least 5%)
Substantial Shareholder notices have been received by the following:
Substantial Shareholder
Number of Shares/Votes
Voting Power
CD Capital Natural Resources Fund III LP
44,776,120
16.73%
The number of shares and voting power is calculated on the basis of the most recent notices received by the
Company up to the date of this report.
5. ON-MARKET BUY BACK
There is currently no on-market buy back program for any of GreenX Metals Limited's listed securities.
6. EXPLORATION INTERESTS
As at 31 August 2023, the Company has an interest in the following tenements:
Location
Tenement
Percentage
Interest
Status
Tenement Type
Greenland
Arctic Rift Copper Project
(Licence No. 2021-07 MEL-S)
-
1
Granted
Exploration Licence
Greenland
Eleonore North gold project
(Licence No’s 2018-19 and
2023-39)
-
2
Granted
Exploration Licence
Jan Karski, Poland
Jan Karski Mine Plan Area (K-
4-5, K6-7, K-8 and K-9)
3
-
3
In dispute
3
Exclusive Right to
apply for a mining
concession
Debiensko, Poland
Debiensko 1
3
-
3
In dispute
3
Mining
Debiensko, Poland
Kaczyce 1
4
-
4
-
4
Mining & Exploration
(includes gas rights)
Notes:
1
In October 2021, the Company announced that it had entered into an EIA with GEX to acquire an interest of up to 80% in ARC. As at the date of
this announcement, the Company held no beneficial interest in ARC, other than through the EIA.
2
In July 2023, the Company announced that it had entered into an Option Agreement with GEX to acquire an interest of up to 100% in ELN. As
at the date of this announcement, the Company held no beneficial interest in ELN, other than through the Option Agreement.
3
GreenX formally commenced international arbitration claims against the Republic of Poland under both the ECT and the BIT in 2021. GreenX
alleges that the Republic of Poland has breached its obligations under the Treaties through its actions to block the development of the
Company’s Jan Karski and Debiensko projects in Poland. Refer to discussion of the Claim above. During the year, the Company received notice
from the relevant Polish authority that the Debiensko licence has been extinguished.
4
During the year, the Company completed the sale of the Kaczyce 1 licence infrastructure to a third party following the expiry of the licence.
ANNUAL REPORT 2023 58
www.greenxmetals.com
info@greenxmetals.com
+61 8 9322 6322