Sovereign Metals Limited

ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED - 30 JUNE 2023

Sovereign Metals Limited ("Sovereign" or the "Company") (ASX:SVM, AIM:SVML) advises that its 2023 Annual Report, has been published today at https://sovereignmetals.com.au/company-reports/ and as below.

The Company also advises that an Appendix 4G (Key to Disclosures: Corporate Governance Council Principles and Recommendations) and 2023 Corporate Governance Statement have been released today and are also available on the Company's website at https://sovereignmetals.com.au/corporate-governance/.

CORPORATE DIRECTORY

abn 71 120 833 427

DIRECTORS' REPORT

30 June 2023

The Directors of Sovereign Metals Limited present their report on the Group consisting of Sovereign Metals Limited ("the Company" or "Sovereign" or "Parent") and the entities it controlled at the end of, or during, the year ended 30 June 2023 ("Group").

Pre-Feasibility Study Confirms Kasiya as a Major Critical Minerals Project 

·           "Market Leader" Position in Two Critical Minerals:

-    Positioned to become the world's largest rutile producer at 222kt per annum and potentially one of the world's largest natural graphite producers outside of China at 244kt per annum for an initial 25 year life-of-mine ("LOM")

-    Extremely low CO₂-footprint operation incorporating climate-smart attributes including hydro-mining with renewables power solution

-    Initial Probable Ore Reserves declared of 538Mt, representing conversion of only 30% of the total Mineral Resource

-    Substantial production rate and mine life upside exists as the PFS modelling was limited to only 25 years

·           The PFS demonstrated compelling economic outcomes including:

-    Post-tax NPV₈ of US$1,605m and post-tax IRR of 28%

-    Average EBITDA of US$415m per annum

-    Cash operating costs of US$404/t of product will position Kasiya as the lowest cost producer of rutile and graphite globally

·           Optimisation with Strategic Investor Rio Tinto to Commence:

-    Advancing into an optimisation phase prior to moving to the Definitive Feasibility Study (DFS) and formal establishment of the Technical Committee with the Company's strategic investor, Rio Tinto

Rio Tinto invests $40.6m to become a 15% Strategic Investor 

·           Subsequent to the end of the period, Rio Tinto made an investment of A$40.6 million in Sovereign resulting in an initial 15% shareholding plus options to increase their position to potentially 19.99% within 12 months

·           Investment proceeds will be used to advance the Kasiya rutile-graphite project (Kasiya or Project) in Malawi

·           Rio Tinto's investment represents a significant step towards unlocking a major new supply of low-CO₂-footprint natural rutile and flake graphite

·           Under the Investment Agreement, Rio Tinto will provide assistance and advice on technical and marketing aspects of Kasiya including with respect to Sovereign's graphite co-product, with a primary focus on spherical purified graphite for the lithium-ion battery anode market 

Strong Support from the Government of Malawi  

·           The Government applauded the timely investment by Rio Tinto and marked it as a milestone towards realising the country's aspirations of growing the mining sector as a priority industry

·           The Government's public statement confirms its commitment to ensuring the growth of the mining sector through deliberate initiatives aiming at establishing a conducive investment environment in the sector

·           With mining being one of the key pillars for growth under Malawi's economic development strategy (Agriculture, Tourism, Mining - ATM Policy) and the potential for Kasiya to be a project of national significance, the Government has constituted an Inter-ministerial Project Development Committee to work alongside the Company

Indicated Resource Increased by over 80% 

·           Kasiya's Indicated Resource now stands at 1.2 Billion tonnes at 1.0% rutile and 1.5% graphite with over 66% of tonnes now in the Indicated category.

·           Updated MRE moves over 0.5 Billion tonnes from Inferred to Indicated - an increase of 81% to the Indicated category.

Downstream Testwork on Kasiya's Graphite shows Excellent Suitability for use in Lithium-Ion Batteries

·           Downstream testwork on Kasiya's graphite co-product demonstrated it to have superior qualities showing excellent suitability for use in lithium-ion batteries. Key outcomes include:

o   Near perfect crystallinity - an indicator of battery anode performance

o   Above benchmark >99.95% carbon purity achieved

o   No critical impurities or deleterious elements commonly found in other natural graphite sources

OPERATING AND FINANCIAL REVIEW

Sovereign is focused on the development of its Kasiya project in Malawi. The recently announced Pre-Feasibility Study ("PFS") confirms Kasiya potentially major critical minerals project delivering industry-leading economic returns and sustainability metrics.

The Company's objective is to develop a large-scale, long life rutile-graphite operation, focusing on developing an environmentally and socially responsible, sustainable operation.

Figure 1: Sovereign's Kasiya project displaying its position in South-East Africa.

Kasiya is the largest rutile deposit in the world with more than double the contained rutile as its nearest rutile peer, Sierra Rutile. The Kasiya Mineral Resource Estimate ("MRE") is 1.8 Billion tonnes ("Bt") at 1.0% rutile resulting in 17.9 Million tonnes ("Mt") tonnes of contained natural rutile and 24.4Mt of contained graphite. The MRE has broad zones of very high-grade rutile which occurs contiguously across a very large area of over 200km². Rutile mineralisation lies in laterally extensive, near surface, flat "blanket" style bodies in areas where the weathering profile is preserved and not significantly eroded. Kasiya's graphite by-product MRE is 1.8Bt at 1.4% graphite, containing over 24.4Mt of graphite.

The PFS confirmed Kasiya as potentially a major critical minerals project with an extremely low CO₂-footprint delivering major volumes of natural rutile and graphite while generating significant economic returns.  

The PFS is an Association for the Advancement of Cost Engineering International ("AACEI") Class 3 estimate with an accuracy of -20% and +25%.

ECONOMIC HIGHLIGHTS

·           "Market Leader" Position in Two Critical Minerals:

-       Positioned to potentially become the world's largest rutile producer at 222kt per annum for an initial 25 year LOM

-       Potentially one of the world's largest natural graphite producers outside of China at 244kt per annum

-       Natural rutile facing extreme global supply deficit estimated to widen a further 40% over the next 5 years

-       Natural graphite market moving into deficit as demand rapidly grows in the lithium-ion battery and electric vehicle ("EV") sectors

-       Initial Probable Ore Reserves declared of 538Mt, representing conversion of only 30% of the total Mineral Resource

-       Substantial production rate and mine life upside exists as the PFS modelling was limited to only 25 years

·   Highly Compelling Cost Profile: 

-       Cash operating costs of US$404/t of product will position Kasiya as the lowest cost producer of rutile and graphite globally

-       Increased capital to first production is primarily due to bringing forward capital items previously planned for Stage 2 including a rail spur, full-scale water dam, integrated power and optimised graphite production, as well as generally enhanced engineering and global cost inflation

·   Industry-Redefining Environmental and Social Advantages:

-       Extremely low CO₂-footprint operation incorporating climate-smart attributes including hydro-mining with renewables power solution

-       CO₂ emissions expected to be lowest in class versus existing and planned operations and versus alternative synthetic products

-       Low-impact operation with mineralisation at surface, zero-strip ratio, low reagent usage, simple process flowsheet and progressive land rehabilitation

Subsequent to the end of the year, Sovereign completed a A$40.6 million strategic investment by Rio Tinto Mining and Exploration Limited (Rio Tinto) to advance Sovereign's world-class Kasiya Rutile-Graphite Project in Malawi.

Rio Tinto subscribed for 83.3 million new fully paid ordinary shares (Shares) in Sovereign at a price of A$0.486 per Share for aggregate proceeds of A$40.6 million resulting in Rio Tinto holding approximately 15% of the ordinary shares of the Company.

The subscription also involved Rio Tinto being granted A$0.535 options to acquire 34.5 million further Shares in Sovereign on or before 21 July 2024 which could potentially result in Rio Tinto's shareholding in the Company increasing up to 19.99% (based on the number of shares in issue in the Company as at the date of this report).

The Company will use the proceeds from Rio Tinto's strategic investment to fund the advancement of Kasiya, including advancing into an optimisation phase prior to moving to the Definitive Feasibility Study ("DFS").

In a Press Release issued on 20 July 2023, the Government of Malawi has publicly applauded the timely investment by Rio Tinto and marked it as a milestone towards realising the country's aspirations of growing the mining industry as promoted in the Malawi Vision 2063, which identifies mining as a priority industry.

The Government's statement confirms its commitment to ensuring the growth of the mining sector through deliberate initiatives aiming at establishing a conducive investment environment in the sector.

With mining being one of the key pillars for growth under Malawi's economic development strategy (Agriculture, Tourism, Mining - ATM Policy) and the potential for Kasiya to be a project of national significance, the Government has constituted an Inter-ministerial Project Development Committee to work alongside the Company.

In April 2023, Sovereign announced the updated MRE for its world-class Kasiya rutile-graphite deposit in Malawi. The updated MRE resulted in over 0.5 Billion tonnes converting from Inferred to Indicated, an 81% increase in the Indicated category. Kasiya now contains 1.2Bt @ 1.0% rutile and 1.5% graphite in the Indicated category and a total MRE of 1.8Bt @ 1.0% rutile and 1.4% graphite.

Kasiya remains the world's largest natural rutile deposit and one of the largest flake graphite deposits.

The updated MRE has further defined broad and contiguous zones of high-grade rutile and graphite which occur across a very large area of over 201km². Rutile mineralisation is concentrated in laterally extensive, near surface, flat "blanket" style bodies in areas where the weathering profile is preserved and not significantly eroded. Graphite is depleted near surface with grades improving at depths generally >4m to the base of the saprolite zone which averages about 22m.

Sovereign's 2022 drill program at Kasiya used push tube ("PT") core holes to in-fill and convert Inferred mineralisation into the Indicated category. The consistency and robustness of the geology allowed for an efficient conversion of this previously Inferred material on a near-identical one-for-one basis to the Indicated category.

A total of 66% of the MRE now reports to the Indicated category @ 1.0% rutile and 1.5% TGC - up from 33% previously. Overall, the new Indicated components show coherent, broad bodies of mineralisation that have coalesced well, particularly in the southern parts of the MRE.

Further advancement in this MRE update was the application of air-core ("AC") drilling to define the depth of mineralisation in a number of selected higher-grade areas. As expected, this drilling shows that high-grade rutile and graphite mineralisation extends to the base of the soft saprolite unit terminating on the saprock basement averaging about 22m depth. This deeper AC drilling targeted early-scheduled mining pits mainly in the southern areas of the MRE footprint.

A number of higher-grade graphite zones at depth were identified which are generally associated with higher grade rutile at surface. Some of these zones have graphite grades at depths >6m in the 4% to 8% TGC range and represent significant contained coarse flake graphite tonnages.

Sovereign has established an Environmental, Social and Governance ("ESG") framework to advance Sovereign's Corporate Social Responsibility in Malawi which continues to undertake several initiatives to assist in the development of Malawi and its local communities, including:

·           Promoting education in Malawi through a Schools Upgrade Program and creation of a Scholarship Program for high school learners

·           Advancing local community infrastructure including construction of a new Community Centre and commissioning of water bores across the Company's licence area to provide local communities with drinking water

·           Establishing international standard mining industry facilities with the construction of an extensive rutile sample laboratory in Lilongwe

·           Employment of a diverse workforce and developing key exploration and mining-applicable skills through training programs

Continuing engagement with key stakeholders from local communities through to Government level

Corporate

Subsequent to 30 June 2023, the Group completed a A$40.6 million strategic investment by Rio Tinto to advance Kasiya. Rio Tinto subscribed for 83.3 million Shares in Sovereign at a price of A$0.486 per Share for aggregate proceeds of A$40.6 million resulting in Rio Tinto holding approximately 15% of the ordinary shares of the Company. The subscription also involved Rio Tinto being granted unlisted options, exercisable at $0.535 each on or before 21 July 2024, to acquire 34.5 million further Shares in Sovereign which could result in Rio Tinto's shareholding in the Company potentially increasing up to 19.99% (based on the number of shares on issue in the Company as at the date of this report).

Results of Operations

The net loss of the Group for the year ended 30 June 2023 was $5,819,873 (2022: $13,719,731). Significant items contributing to the year end loss include the following:

·      Exploration and evaluation expenses of $10,627,458 (2022: $8,072,133) in relation to the Group's projects in Malawi. This is attributable to the Group's accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to acquisition of the rights to explore and up to the completion of feasibility studies;

·      Non-cash share-based payments expenses totalling $2,083,592 (2022: $2,941,985) relating to performance rights. The fair value of performance rights are recognised over the vesting period of the incentive security;

·      Business development expenses of $2,096,822 (2022: $1,964,460) which includes the Group's investor relations activities including but not limited to public relations costs, marketing and digital marketing, broker fees, travel costs, conference fees, business development consultant fees and costs of the Group's AIM listing; and

·      A one-off gain of $9,480,980 (2022: nil) from the demerger of NGX Limited (NGX) relating to the difference between the fair value of the in-specie distribution of NGX shares to existing Sovereign shareholders and the carrying value of the net assets demerged, less costs.

Financial Position

As at 30 June 2023, the Group had cash and cash equivalents of $5,564,376 as at 30 June 2023 (2022: $18,892,741) and borrowings of nil (2022: nil). The Group had net assets of $9,672,569 at 30 June 2023 (2022: $25,161,138), a decrease of $15,488,569 or approximately 62% compared with the previous year. The decrease is largely driven by the reduction in cash due to expenditure activities and the impact of the demerger of NGX Limited during the financial year.

At the date of this report, the Company had cash and cash equivalents of approximately $43 million and no debt.

Business Strategies and Prospects for Future Financial Years

The objective of the Group is to create long-term shareholder value through the discovery, development and acquisition of technically and economically viable mineral deposits.

To date, the Group has not commenced production of any minerals. To achieve its objective, the Group currently has the following business strategies and prospects over the medium to long term:

·           Following completion of the PFS at Kasiya, the Company will advance into an optimisation phase prior to moving to the DFS with support from the Company's strategic investor, Rio Tinto;

·           Conduct further exploration programs across rutile targets identified on the Group's tenements; and

All of these activities are inherently risky and the Board is unable to provide certainty that any or all of these developments will be able to be achieved.  The material business risks faced by the Group that are likely to have an effect on the Group's future prospects, and how the Group manages these risks, include:

·           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 Group will undertake systematic and staged exploration and testing programs on its mineral properties and, subject to the results of these exploration programs, the Group 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 Group's mineral properties or that the properties will be successfully brought into production;

·           The Group's activities will require further capital - The exploration and any development of the Group'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 Group'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 Group;

·           The Group is subject to sovereign risk of the Republic of Malawi - The Group's operations in the Republic of Malawi are exposed to various levels of political, economic and other risks and uncertainties.  The Republic of Malawi is a developing country and there can be no assurances that the risks of operating in the Republic of Malawi will not directly impact the Group's operations. During the period, the Government of Malawi proposed a new Mines and Minerals Bill (2023) ("New Bill") which was passed by the Malawian Parliament and awaits Malawian Presidential Assent and publication in the Malawi Gazette before coming into force. If approved, the New Bill will replace the Mines and Minerals Act (2019) ("Mines Act"). The New Bill introduces amendments to improve transparency and governance of the mining industry in Malawi. Sovereign notes the following updates in the New Bill which may affect the Company in the future: (i) Exploration Licenses ("ELs") will now be granted for an initial period of 5 years with the ability to extend by 3 years on two occasions (total 11 years); (ii) the Malawian Government maintains a right to free equity ownership for large-scale mining licences but the New Bill proposes to remove the automatic free government equity ownership with the right to be a negotiation matter; and (iii) A new Mining and Regulatory Authority will be responsible for implementing the objectives of the New Bill;

·           The Group may be adversely affected by fluctuations in commodity prices and/or foreign exchange - The price of rutile, graphite and other commodities 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 the price of rutile and graphite and other commodities being adequate to make these properties economic. Current and planned development activities are predominantly denominated in US dollars and the Group's ability to fund these activities may be adversely affected if the Australian dollar continues to fall against the US Dollar. The Group currently does not engage in any hedging or derivative transactions to manage commodity price or foreign exchange risk.  As the Group's operations change, this policy will be reviewed periodically going forward; and

·           Global financial conditions may adversely affect the Group's growth and profitability - Many industries, including the mineral resource industry, are impacted by these market conditions.  Some of the key impacts include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. Due to the current nature of the Group's activities, a slowdown in the financial markets or other economic conditions may adversely affect the Group's growth and ability to finance its activities.

DIRECTORS

The names of Directors in office at any time during or since the end of the financial year are:

Current Directors

Mr Benjamin Stoikovich              Chairman

Dr Julian Stephens                      Managing Director

Mr Ian Middlemas                        Non-Executive Director

Mr Mark Pearce                            Non-Executive Director

Mr Nigel Jones                             Non-Executive Director

Unless otherwise disclosed, Directors held their office from 1 July 2022 until the date of this report.

CURRENT DIRECTORS AND OFFICERS

Benjamin Stoikovich

Chairman

Qualifications - B.Eng, M.Eng, M.Sc, CEng, CEnv

Mr Stoikovich is an experienced mining executive and corporate finance professional residing in London. Mr Stoikovich is currently the Chief Executive Officer of GreenX Metals Limited (ASX: GRX) and was formerly a Director of the Mining and Metals Corporate Finance Division of Standard Chartered Bank in London, with extensive experience in financing the development of African mining projects and exposure to the mineral sands sector.

Mr Stoikovich started his career as a mining engineer with BHP Billiton in Australia, gaining broad experience across mine operations management and qualifying as a mine manager. He holds a post graduate degree in Environmental Engineering and UK professional designation as a Chartered Environmentalist (CEnv) with wide ranging experience of managing the environmental, social and sustainability aspects of mining projects across the life-cycle and the ESG requirements of the investment community. Mr Stoikovich was appointed a Director of the Company on 13 October 2020. During the three year period to the end of the financial year, Mr Stoikovich held a directorship in GreenX Metals Limited (June 2013 - present). 

Julian Stephens

Managing Director

Qualifications - B.Sc (Hons), PhD, MAIG

Dr Stephens originally identified and secured the Malawi properties acquired by Sovereign in 2012. He has since been closely involved with the subsequent exploration and development of these projects, including the discovery of the Kasiya rutile deposit.

Dr Stephens has extensive experience in the resources sector having spent in excess of 25 years in board, executive management, senior operational and economic geology research roles for a number of companies. He has spent over a decade working on African projects, particularly projects in Malawi. Dr Stephens holds a PhD from James Cook University, Queensland and is a member of the Australian Institute of Geoscientists.
Dr Stephens was appointed a Director of Sovereign Metals Limited on 22 January 2016 and subsequently appointed Managing Director on 27 June 2016. During the three year period to the end of the financial year, Dr Stephens did not hold any other directorships in publicly listed companies.

Ian Middlemas 

Non-Executive Director

Qualifications - B.Com, CA

Mr Middlemas is a Chartered Accountant and 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 of a number of publicly listed companies in the resources sector. 

Mr Middlemas was appointed a Director of Sovereign Metals Limited on 20 July 2006.  During the three year period to the end of the financial year, Mr Middlemas has held directorships in Constellation Resources Limited (November 2017 - present), Apollo Minerals Limited (July 2016 - present), GCX Metals Limited (October 2013 - present), Berkeley Energia Limited (April 2012 - present), GreenX Metals Limited (August 2011 - present), NGX Limited (April 2021 - present), Salt Lake Potash Limited (Receivers and Managers Appointed) (January 2010 - present), Equatorial Resources Limited (November 2009 - present), Odyssey Gold Limited (September 2005 - present), Piedmont Lithium Limited (September 2009 - December 2020) and Peregrine Gold Limited (September 2020 - February 2022).

Mark Pearce 

Non-Executive Director

Qualifications - B.Bus, CA, FCIS, FFin

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 a member of the Financial Services Institute of Australasia.

Mr Pearce was appointed a Director of Sovereign Metals Limited on 20 July 2006.  During the three year period to the end of the financial year, Mr Pearce has held directorships in Constellation Resources Limited (July 2016 - present), GreenX Metals Limited (August 2011 - present), Equatorial Resources Limited (November 2009 - present), GCX Metals Limited (June 2022 - present), NGX Limited (April 2021 - present), Peregrine Gold Limited (September 2020 - February 2022), Odyssey Gold Limited (September 2005 - August 2020), Salt Lake Potash Limited (Receivers and Managers Appointed) (August 2014 - October 2020) and Apollo Minerals Limited (July 2016 - February 2021).

Nigel Jones

Non-Executive Director

Qualifications - MA

Mr Jones has over 30 years of mining industry experience with 22 years in a number of senior roles at Rio Tinto Group, where most recently, Mr Jones was Managing Director of Rio Tinto's Simandou iron ore project, one of the world's largest proposed mining developments.

In this role, he was accountable for all aspects of the project's development, including its complex ESG strategy. Such aspects included impacts on natural ecosystems, biodiversity, and community and government relations.

Mr Jones was also a member of the senior leadership team of the Energy and Minerals product group, which incorporated Rio Tinto's titanium dioxide feedstock businesses in Canada and southern Africa. Prior roles in Rio Tinto included Head of Business Development, Head of Business Evaluation and Managing Director of the group's Marine operations.

Mr Jones was appointed a Director of Sovereign Metals Limited on 10 February 2022. During the three year period to the end of the financial year, Mr Jones held a directorship in Berkeley Energia Limited (June 2017 - November 2020). 

Mr Dylan Browne

Company Secretary

Qualifications - B.Com, CA, AGIA ACG

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 Berkeley Energia Limited, Apollo Minerals Limited, GreenX Metals Limited and Papillon Resources Limited. Mr Browne successfully listed Prairie Mining Limited on the Main Board of the London Stock Exchange ("LSE") and the Warsaw Stock Exchange and oversaw Berkeley's listings on the Main Board LSE and the Madrid, Barcelona, Bilboa and Valencia Stock Exchanges. Mr Browne was appointed Company Secretary of the Company on 29 April 2021.

PRINCIPAL ACTIVITIES

The principal activities of the Group during the year consisted of development of Kasiya. No significant change in the nature of these activities occurred during the year.

DIVIDENDS

No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2023 (30 June 2022: nil).

LOSS PER SHARE

CORPORATE STRUCTURE

Sovereign Metals Limited is a company limited by shares that is incorporated and domiciled in Australia. The Company has prepared a consolidated financial report including the entities it incorporated and controlled during the financial year.

CONSOLIDATED RESULTS

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

In March 2023, Sovereign successfully demerged its standalone graphite projects; Nanzeka Project, Malingunde Project, Duwi Project and Mabuwa Project into NGX Limited. The demerger has allowed Sovereign and the existing management team to focus on Kasiya, while retaining extensive graphite exposure via Kasiya's graphite co-product.

There are no significant changes in the state of affairs of the Group during the year not otherwise disclosed in this report.

SIGNIFICANT POST BALANCE DATE EVENTS

Subsequent to 30 June 2023, the Group completed a A$40.6 million strategic investment by Rio Tinto to advance Kasiya. Rio Tinto subscribed for 83.3 million Shares in Sovereign at a price of A$0.486 per Share for aggregate proceeds of A$40.6 million resulting in Rio Tinto holding approximately 15% of the ordinary shares of the Company. The subscription also involved Rio Tinto being granted unlisted options, exercisable at $0.535 each on or before 21 July 2024, to acquire 34.5 million further Shares in Sovereign which could result in Rio Tinto's shareholding in the Company potentially increasing up to 19.99% (based on the number of shares on issue in the Company as at the date of subscription).

On 25 August 2023, the Company issued 2.5 million Shares to SCP Resource Finance as a 3% advisory fee on the amount of Rio Tinto's initial investment.

There are no other 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 Group;

·      the results of those operations, in financial years subsequent to 30 June 2023 of the Group; or

·      the state of affairs, in financial years subsequent to 30 June 2023 of the Group.

INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF SOVEREIGN

As at the date of this report, the Directors' interests in the securities of the Company are as follows:

Notes:

(i)         "Ordinary Shares" means fully paid ordinary shares in the capital of the Company;

(ii)        "Performance Rights - "Pre-Feasibility Study Milestone" means an unlisted performance right that converts to one Share in the capital of the Company upon satisfaction of the relevant milestone; and

(iii)       "Performance Rights - "Definitive Feasibility Study Milestone" means an unlisted performance right that converts to one Share in the capital of the Company upon satisfaction of the relevant milestone.

SHARE OPTIONS AND PERFORMANCE RIGHTS

At the date of this report the following options and rights have been issued by the Company over unissued capital:

·           34,549,598 Unlisted Options exercisable at $0.535 each on or before 21 July 2024;

·           6,100,000 Performance Rights subject to the Pre-Feasibility Study Milestone that expire on 30 September 2023; and

·           7,810,000 Performance Rights subject to the Definitive Feasibility Study Milestone that expire on 31 October 2025.

During the year ended 30 June 2023 and up to the date of this report, 150,000 ordinary shares have been issued as a result of the exercise of options and/or conversion of performance rights.

MEETINGS OF DIRECTORS

The following table sets out the number of meetings of the Company's Directors held during the year ended 30 June 2023, and the number of meetings attended by each Director.

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.

The ESG Committee was established to support the Company's ongoing commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability and other public policy matters relevant to the Company. Please refer to the Corporate Governance section on page 57 for further discussion on the Company's Corporate Governance Statement and policies.

REMUNERATION REPORT (AUDITED)

This Remuneration Report, which forms part of the Directors' Report, sets out information about the remuneration of Key Management Personnel ("KMP") of the Group.

Details of KMP

The KMP of the Group during or since the end of the financial year is as follows:

Directors

Mr Benjamin Stoikovich              Chairman

Dr Julian Stephens                      Managing Director

Mr Ian Middlemas                        Non-Executive Director

Mr Mark Pearce                            Non-Executive Director

Mr Nigel Jones                             Non-Executive Director

Other KMP

Mr Frank Eagar                             General Manager - Africa (appointed 30 November 2022)

Mr Paul Marcos                            Head of Project Development

Mr Sam Cordin                             Business Development Manager

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:

·           the Group is currently focused on undertaking exploration, appraisal and development activities;

·           risks associated with small cap resource companies whilst exploring and developing projects; and

·           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 (options, performance rights and a cash bonus, see below).  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. 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

Some executives are entitled to an annual cash bonus 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 will include measures such as the successful completion of business development activities (e.g. project acquisition and capital raisings) and exploration activities (e.g. completion of exploration programs within budgeted timeframes and costs).  The Board assesses performance against these criteria annually.

During the 2023 financial year, a total bonus sum of $270,000 (2022: $230,000), representing 100% of KMP entitlement,  was accrued to executives after achievement of KPIs set by the Board. For the 2023 year, the KPI areas of focus included: (a) announcement of upgraded resources at Kasiya in April 2023 (b) progression with the Pre-Feasibility study (PFS) at the Kasiya Rutile Project (Kasiya); (c) announcement of downstream testwork for the Kasiya graphite co-product; (d) completion of the NGX Demerger; (e) completion of successful drilling programs at Kasiya; (f) announcement of rutile offtake and a marketing alliance with Mitsui & Co Ltd; and (g) announcement of rutile offtake with The Chemours Company. Specific KPIs are set and weighted individually for each KMP and are designed to drive successful business outcomes. No cash bonuses were forfeited during the financial year.

Performance Based Remuneration - Long Term Incentive

The Group has a long-term equity incentive plan ("Incentive Plan") comprising the grant of Performance Rights and/or Incentive Options to reward KMP and key employees and contractors for long-term performance. To achieve its corporate objectives, the Group needs to attract, incentivise, and retain its key employees and contractors. The Board believes that grants of Performance Rights and/or Incentive Options to KMP will provide a useful tool to underpin the Group's employment and engagement strategy.

(i)         Performance Rights

The Group has an Incentive Plan that provides for the issuance of unlisted performance share rights ("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. The Incentive Plan 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 interest of participants of the Plan with those of Shareholders; and (d) provide incentives to participants of the Incentive Plan to focus on superior performance that creates Shareholder value.

Performance Rights granted under the Incentive Plan to eligible participants will be linked to the achievement by the Group 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.

During the financial year, 1,410,000 Performance Rights were granted to KMP under the Plan and a further 360,000 separate to the Plan. No Performance Rights held by KMP lapsed during the financial year.

The vesting conditions of the Performance Rights are performance conditions as follows:

a.   Pre-Feasibility Study Milestone means announcement on or before 30 September 2023, of a positive Pre-Feasibility Study for the Malawi Rutile Project in accordance with the provisions of the JORC Code which demonstrates the following:

i.  A minimum net present value of US$1,000M (using a minimum discount rate of 8%);

ii. A minimum life of mine of 20 years; and

iii.        A minimum internal rate of return of 25%.

b.   Definitive Feasibility Study Milestone means announcement on or before 31 October 2025, of a positive Definitive Feasibility Study for the Malawi Rutile Project in accordance with the provisions of the JORC Code which demonstrates the following:

i.  A minimum net present value of US$1,000M (using a minimum discount rate of 8%);

ii. A minimum life of mine of 20 years; and

iii.        A minimum internal rate of return of 25%.

(ii)        Incentive Options

The Incentive Plan also that provides for the issuance of unlisted incentive options ("Incentive Options") as part of remuneration and incentive arrangements in order to attract and retain services and to provide an incentive linked to the performance of the Group. 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, the Incentive Options granted to KMP are generally only of benefit if the KMP performs to the level whereby the value of the Group increases 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 on the 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 Group prohibits executives from entering into arrangements to limit their exposure to Incentive Options granted as part of their remuneration package.

During the financial year, no Incentive Options were granted, exercised or lapsed to KMP.

Remuneration Policy for Non-Executive Directors

The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Company, incentive options and performance rights have been 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 and is currently $500,000. 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 Non-Executive Directors have received incentive options and performance rights in order to secure their services and as a key component of their remuneration.

Fees for the Chairman are $95,000 (£50,000) per annum (2022: $36,000) and fees for Non-Executive Directors' are $76,000 (£40,000) to $20,000 per annum (2022: $73,000 (£40,000) to $20,000 per annum). Non-Executive Directors may receive additional remuneration for other services provided to the Company, including but not limited to, membership of committees including the ESG Committee. The Chair of the ESG Committee currently receives £10,000 (2022: £10,000) for chairing the ESG Committee.

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. However, as noted above, a number of KMP have received incentive options which generally will only be of value should the value of the Company's shares increase sufficiently to warrant exercising the incentive options, and performance rights which are linked to the achievement of certain performance conditions.

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.

General

In addition to a focus on operating activities, the Board is also focused on finding and completing new business and other corporate opportunities. The Board considers that the prospects of the Company and resulting impact on shareholder wealth will be enhanced by this approach. Accordingly, the Board may pay a bonus or issue securities to KMP (executive or non-executive) based on their success in generating suitable new business or other corporate opportunities. A bonus may be paid or an issue of securities may also be made upon the successful completion of a new business or corporate transaction.

Where required, KMP receive superannuation contributions, equal to 10.5% of their salary, and do not receive any other retirement benefit. From time to time, some individuals have chosen to sacrifice part of their salary to increase payments towards superannuation. Effective 1 July 2023, the superannuation contribution rate is 11%.

All remuneration paid to KMP is valued at cost to the Company and expensed. Incentive options are valued using the Black Scholes option valuation methodology. The value of these incentive options is expensed over the vesting period. The fair value of performance rights granted is estimated as at the date of grant using the share price at the grant date. The value of the performance right is expensed over the vesting period.

Remuneration of KMP

Details of the nature and amount of each element of the remuneration of each KMP of the Company for the year ended 30 June 2023 and 30 June 2022 are as follows:

Notes:

(i)          In addition to Non-Executive Directors fees, Selwyn Capital Limited, an entity associated with Mr Stoikovich, was paid, or is payable, A$117,254 (2022: $124,703) for additional services provided in respect of corporate and business development activities which is included in Mr Stoikovich's salary and fee amount.

(ii)         Appointed 30 November 2022.

(iii)         Appointed 10 February 2022.

Performance Rights Holdings of KMP

Notes:

(i)       As at date of appointment.

(ii)      There are no performance rights that are vested but not yet exercisable.

Incentive Securities Granted to KMP

Details of unlisted incentive securities granted by the Company to KMP of the Group during the past two financial years are as follows:

Notes:

(i)      The fair value of the unlisted performance rights as at grant date is consistent with the closing share price of the Company as at that date.

(ii)     Each unlisted performance right converts into one ordinary share of Sovereign Metals Limited subject to the performance conditions being met;

(iii)    The vesting conditions are performance conditions as follows:

a.       Pre-Feasibility Study Milestone means announcement on or before 30 September 2023, of a positive Pre-Feasibility Study for the Malawi Rutile Project in accordance with the provisions of the JORC Code which demonstrates, a) a minimum net present value of US$1,000M (using a minimum discount rate of 8%), b) a minimum life of mine of years; and c) a minimum internal rate of return of 25%.

b.       Definitive Feasibility Milestone means announcement on or before 31 October 2025, of a positive Definitive Feasibility Study for the Malawi Rutile Project in accordance with the provisions of the JORC Code which demonstrates, a) a minimum net present value of US$1,000M (using a minimum discount rate of 8%), b) a minimum life of mine of years; and c) a minimum internal rate of return of 25%.

The performance rights will also immediately vest if a change of control event or financing event occurs in respect of the shares and/or assets of the Company.

Details of the value of unlisted securities granted, lapsed or converted for each KMP of the Company or Group during the financial year are as follows:

Notes:

(i)    Determined at the time of exercise or conversion at the intrinsic value.

Loans to/from KMP

No loans were provided to or received from KMP during the year ended 30 June 2023 (2022: Nil). 

Ordinary Shareholdings of KMP

Notes:

(i)    As at date of appointment.

Other Transactions with KMP

Selwyn Capital Limited ("Selwyn"), a company associated with Mr Stoikovich is engaged under an agreement to provide consulting services to the Company, on a rolling 12-month term that either party may terminate with one month written notice. Selwyn receives a daily rate of £1,000 under the consulting agreement. These services provided during the financial year amounted to $117,254 (2022: $124,703).

Apollo Group Pty Ltd, a company of which Mr Mark Pearce is a Director and beneficial shareholder, was paid, or is payable, $348,000 (2022: $300,000) for the provision of serviced office facilities, administration services and additional consulting services provided during the year. Effective 1 July 2023, the monthly fee has been increased to $31,000. The amount is based on a monthly retainer due and payable in advance and able to be terminated by either party with one month's notice.

Employment Contracts with KMP

Dr Julian Stephens, Managing Director, has a letter of appointment confirming the terms and conditions of his appointment as Managing Director of the Company dated 27 June 2016. The contract specifies the duties and obligations to be fulfilled by the Managing Director. The contract has a rolling annual term and may be terminated by the Company by giving 3 months' notice. No amount is payable in the event of termination for neglect or incompetence in regards to the performance of duties. As agreed by the Board, Dr Stephens' annual salary was increased to $350,000 plus superannuation with an annual bonus of up to $120,000 payable in two equal instalments upon successful completion of KPIs as determined by the Board.

Mr Frank Eagar, General Manager - Africa, has a letter of employment confirming the terms and conditions of his appointment dated 9 September 2022. The contract specifies the duties and obligations to be fulfilled by the General Manager - Africa. The letter of employment has no fixed term and can be terminated by either party by giving 3 months' notice. No amount is payable in the event of termination for neglect or incompetence in regards to the performance of duties. Mr Eagar receives a salary of US$252,000.

Mr Paul Marcos, Head of Project Development, has a letter of employment confirming the terms and conditions of his appointment dated 14 May 2021. The contract specifies the duties and obligations to be fulfilled by the Head of Project Development. The letter of employment has no fixed term and can be terminated by either party by giving 3 months' notice. No amount is payable in the event of termination for neglect or incompetence in regards to the performance of duties. Mr Marcos receives a salary of $270,000 plus superannuation with an annual bonus of $50,000 payable upon successful completion of KPIs as determined by the Board.

Mr Sam Cordin, Business Development Manager, has a letter of employment confirming the terms and conditions of his appointment dated 9 August 2018. The contract specifies the duties and obligations to be fulfilled by the Business Development Manager. The letter of employment has no fixed term and can be terminated by either party by giving 3 months' notice. No amount is payable in the event of termination for neglect or incompetence in regards to the performance of duties. Mr Cordin receives an annual salary of $205,000 plus superannuation with an annual bonus of up to $50,000 payable in two equal instalments upon successful completion of KPIs as determined by the Board.

All Directors have a letter of appointment confirming the terms and conditions of their appointment as a Director.

End of Remuneration Report

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a part for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

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.

INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

The Company has entered into Deeds of Indemnity with the Directors indemnifying them against certain liabilities and costs to the extent permitted by law.

The Group has paid, or agreed to pay, a premium in respect of Directors' and Officers' Liability Insurance and Company Reimbursement policies for the 12 months ended 30 June 2023 and 2022, which cover all Directors and officers of the Group against liabilities to the extent permitted by the Corporations Act 2001. The policy conditions preclude the Group from any detailed disclosures including the premium amount paid.

To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, 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 Ernst & Young during or since the financial year.

NON-AUDIT SERVICES

During the financial year, the Company's current auditor, Ernst & Young (or by another person or firm on the auditor's behalf) provided non-audit services relating to income tax preparation and advice, totalling $64,141 (2022: $14,214). The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of the non-audit services provided means that auditor independence was not compromised.

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 20 of the Directors' Report.

This report is made in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001.

For and on behalf of the Directors

JULIAN STEPHENS

Managing Director

Perth, 29 September 2023

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2023

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes in the full version of the Annual Report available at www.sovereignmetals.com.au.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2023

The above Consolidated Statement of Financial Position should be read in conjunction with the
accompanying notes in the full version of the Annual Report available at www.sovereignmetals.com.au.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2023

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes in the full version of the Annual Report available at www.sovereignmetals.com.au.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2023

The above Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying notes in the full version of the Annual Report available at www.sovereignmetals.com.au.