92 Energy Limited
(formerly Terra Metallis Pty
Ltd)
ACN 639 228 550
Financial report For the period from Incorporation to 30 June 2020
Company Directory
Directors
Richard Pearce - Non‐Executive Chairman
Matthew Gauci - Executive Director
Oliver Kreuzer - Non‐Executive Director
Kristin Butera - Non‐Executive Director
Steve Blower - Non‐Executive Director
CEO
Siobhan Lancaster
Company Secretary
Steven Wood
Registered Office
Level 3, the Read Buildings
16 Milligan Street,
Perth WA 6000
Australian Legal Counsel:
Steinepreis Paganin
Level 4, 16 Milligan Street
PERTH, WA 6000
Canadian Legal Counsel:
John H.Pringle
McKercher LLP Barristers & Solicitors
374 Third Avenue South
Saskatoon, SK
S7K 1M5
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street,
Subiaco WA 6008
TABLE OF CONTENTS
Directors' report
............................................................................................................................................................ 4
Auditor's independence declaration
............................................................................................................................................................ 11
Financial report
Statement of profit or loss and other comprehensive income
.................................................................................................................................................. 12
Statement of financial position
.................................................................................................................................................. 13
Statement of changes in equity
.................................................................................................................................................. 14
Statement of cash flows
.................................................................................................................................................. 15
Notes to financial statements
.................................................................................................................................................. 16
Directors' declaration
............................................................................................................................................................ 24
Independent auditor's report
............................................................................................................................................................ 25
92 ENERGY LMITED
ACN 639 228 550
DIRECTORS' REPORT
92 Energy Limited (ACN 639 228 550) (Company or 92E) was formed on 19 February 2020 as Terra Metallis Pty Ltd with the intent of acquiring copper gold tenements in NSW. Shortly after its incorporation, the Company changed its name to 92 Energy Pty Ltd to focus on uranium exploration. On 10 December 2020, the Company successfully converted to a public company limited by Shares and is currently named '92 Energy Limited'.
In December 2020 a transaction originally signed earlier in 2020 was completed pursuant to a share sale whereby the Company acquired all the shares of European Resources Pty Ltd (ACN 145 265 961) (European) which owned a significant database of uranium exploration opportunities for potential acquisition in Eastern Europe.
As consideration for the acquisition, European's shareholders received a total of 2,000,000 shares in the Company (issued pro‐rata based on their respective holdings in European). The Company notes that Matt Gauci received 7,810 92E Shares as consideration pursuant to this agreement.
In addition to the acquisition of European, in December 2020 the Company also completed a transaction originally signed earlier in 2020 pursuant to a share sale whereby the Company acquired all the shares of Thunderbird Metals Pty Ltd (ACN 608 077 345) (Thunderbird), which owned a significant database of uranium exploration opportunities for future potential acquisition in North America.
As consideration for the acquisition of Thunderbird, Thunderbird's shareholders received a total of 2,000,000 shares in the Company (issued pro‐rata based on their respective holdings in Thunderbird). The Company notes that Oliver Kreuzer and Insurgent Metals Pty Ltd (ACN 130 727 347) (an entity controlled by Kris Butera) each received 296,296 92E Shares as consideration pursuant to this agreement.
Based on its acquired database of North American opportunities, on 27 October 2020 the Company signed an agreement with IsoEnergy Ltd, an established and successful uranium explorer in the Athabasca Basin, Canada, with the intent of seeking a uranium discovery and expanding the portfolio of tenements (Agreement). The Agreement requires the Company to issue to IsoEnergy the equivalent to 16.25% of the issued capital of the Company at IPO, pay total milestone payments of $200,000, half within 60 days of settlement of the IPO and half within 6 months of the IPO, grant IsoEnergy a net smelter royalty of 2%, and appoint a nominee to the Company's board. The Company is further required to spend a minimum of $1,000,000 on exploration expenditures on the Claims prior to May 1st, 2022.
The conditions precedent to the Agreement are the Company lodge an IPO Prospectus with ASIC, meet the requirements of Chapter 1 of the ASX Listing Rules including completing a capital raising sufficient for the ASX, and obtaining all other necessary board, shareholder, regulatory or third party consents and/or approvals required to complete the IPO of the Company, including a conditional ASX listing letter.
Pursuant to this agreement, the Company agreed to acquire a 100% legal and beneficial interest in the below claims:
Project | Tenement ID |
Clover | MC00013899 |
Clover | MC00013900 |
Clover | MC00013901 |
Clover | MC00013906 |
Clover | MC00013908 |
4
92 ENERGY LMITED
ACN 639 228 550
DIRECTORS' REPORT
Gemini MC00013904
Tower MC00013909
Tower MC00013912
Additionally, the Company has recently pegged the below claims adjacent to the claims being acquired, noting they were pegged in the name of proposed director Steven John Blower, which were subsequently transferred to 92 Energy Canada, a fully owned subsidiary of the Company incorporated in January 2021.
Project | Tenement ID |
Clover | MC00014480s |
Clover | MC00014481 |
Gemini | MC00014482 |
Gemini | MC00014483 |
Gemini | MC00014484 |
Gemini | MC00014485 |
Accordingly, the Company's Saskatchewan‐based claims on listing will comprise the Clover and Gemini claims, and also the claims to be acquired from IsoEnergy Ltd.
Subsequent to reporting period, in January 2021 the Group completed a two series Seed Placement and raised $878,000 via the issue of 16,430,000 shares.
RICHARD PEARCE
Non‐Executive Chairman
92 ENERGY LIMITED
5
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
92 Energy Ltd. published this content on 20 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2022 03:23:03 UTC.