ABN 68 123 184 412
Contents CUE ENERGY ANNUAL REPORT 2020 2 Chairman’s Review 4 Operating Review 16 Directors’ Report 27 Auditor’s Independence Declaration 28 Corporate Governance Statement 32 Consolidated Statement of Profit or Loss and Other Comprehensive Income 33 Consolidated Statement of Financial Position 34 Consolidated Statement of Changes in Equity 35 Consolidated Statement of Cash Flows 36 Notes to the Financial Statements 59 Directors’ Declaration 60 Independent Auditor’s Report 64 ASX Additional Information 66 Corporate Directory SUNSTON METALS LIMITED ANNUAL REPORT 2022 1 Sunstone Metals Limited Annual Report 2022
Chairman’s Review 8 September 2022 On behalf of the Board of Directors, it is my pleasure to present the 2022 Annual Report for Sunstone Metals Limited (‘Sunstone’ or ‘Company’), and to thank all shareholders for your continued support of Sunstone. Dear Fellow Shareholders, It has been a year of significant growth for the Company highlighted by two globally significant discoveries. Sunstone, like many other companies, has been impacted by the global COVID-19 pandemic. The local exploration team in Ecuador has stepped up during this time of restricted travel and done a fantastic job throughout the pandemic, bringing on the El Palmar project and implementing exploration programs under the direction of the Australia based executive team and under strict operating procedures to responsibly manage the risks associated with COVID-19. At El Palmar in Northern Ecuador, first assays of gold and copper over wide intersections from surface were announced in October 2021 confirming a significant gold-copper porphyry discovery. The Company is acquiring a 100% interest in the El Palmar project and currently holds 70% through a staged acquisition agreement. The drilling results to date demonstrate El Palmar has substantial scale and gold-copper grades. The area has proven world class potential as El Palmar is in close proximity to the 1.0Bt Llurimagua copper-molybdenum porphyry deposit, and in the same structural belt hosting the 2.6Bt Alpala copper-gold deposit within the Cascabel project. There is immense upside at El Palmar for further discoveries as drilling to date has been limited to the south-eastern portion of the main target area with the western and northern portions remaining largely untested along with a number of regional targets. The success at El Palmar was soon followed by further discovery success at Bramaderos in southern Ecuador where the initial drill program of the Alba target returned high-grade gold values and gold-copper values over significant widths. Ongoing drilling success at Alba and the nearby Brama target has significantly extended the scale of the combined Brama-Alba system and has consistently returned grades and widths in line with, or better than, other porphyry gold-copper deposits. The Brama-Alba system is at least 1.1km long and open to the east and west and an initial mineral resource estimate is planned for late 2022 – a significant milestone for the Project and the Company. The Company continues to grow its footprint in Ecuador in line with its aspirations to become a safe and responsible discoverer and developer in the porphyry copper gold space. In June 2022 Sunstone signed a Letter of Intent to acquire the Verde Chico Project located to the west of the El Palmar through a Staged Acquisition Agreement. The Company has built a team in the junior resource sector that we believe is second to none. The teams previous work in Ecuador and overseas has led to significant discoveries and shareholder value growth, and the Sunstone team will work towards repeating that success at Bramaderos and El Palmar. During the year, the company monetised a portion of its investment in Swedish listed copper development company, Copperstone Resources AB (listed on Nasdaq Sweden First North) which realised cash of approximately $10.2 million through sale of shares. In addition, a successful Placement and Share Purchase Plan was undertaken in April-May 2022 to raise $22.4 million before fees. At the end of the financial year the Company held $24 million in cash and the value of our remaining interest in Copperstone and other listed securities was $1.7 million, providing a very healthy balance sheet for the Company. I would like to take this opportunity to express my thanks to Sunstone’s staff, management and my fellow directors for their dedication and work during the past 12 months. We are committed to delivering strong shareholder returns and growing the Company through its activities in Ecuador. Yours sincerely Mr Graham Ascough Chairman Overview 2 SUNSTONE METALS LIMITED ANNUAL REPORT 2022 Sunstone Metals Limited Annual Report 2022
Company Highlights Discovery success at the highly prospective El Palmar Gold-Copper Porphyry Project in Northern Ecuador; Discovery success at the new Alba GoldCopper Porphyry target at the Bramaderos project in Southern Ecuador; Advancement to 70% ownership of the El Palmar Gold-Copper Porphyry Project through a Staged Acquisition Agreement; Expanding the scale of the El Palmar and Bramaderos Gold-Copper Projects through ongoing drilling success and related technical studies including the commencement of metallurgical test work; Monetising approximately $10.2 million during the year from the sale of shares in Copperstone Resources AB; and Raising funds of $22.4 million through an oversubscribed placement bringing new institutional investors on board and a Share Purchase Plan to existing shareholders; Operating Review SUNSTONE METALS LIMITED ANNUAL REPORT 2022 3 Sunstone Metals Limited Annual Report 2022
INTRODUCTION Sunstone Metals Limited (“Sunstone” or “Company”) is an exploration and mineral development company, focussed on creating value for shareholders from gold-copper projects in Ecuador. Value for shareholders will be created by: – Exploring and drill testing the Bramaderos Gold-Copper Project and the El Palmar Copper-Gold Project in Ecuador, working towards repeating the Sunstone team’s previous success of significant discoveries of porphyry copper-gold systems and delivering shareholder value growth; and – Evaluating potential new opportunities to continue to grow our business in Ecuador to add to our portfolio where clear shareholder value can be demonstrated Sunstone has a strong technical and operational team, which is considered to be one of the key strengths of the company. The Company’s vision is to be a discovery business in the porphyry copper-gold space. The Bramaderos and El Palmar Gold-Copper Projects are considered to be highly prospective for the discovery of large gold-copper systems. Sunstone is in the business of maximising shareholder return through the discovery and development of safe, efficient and environmentally and socially responsible mining projects that offer a clear path to development. We aim to outperform our peers through discovery in areas with ready access to existing infrastructure, low utility costs and recognised commodity exposure. Sunstone, like many other companies, has been impacted by the global COVID-19 pandemic. Sunstone takes the welfare of its employees very seriously and has implemented strict operating procedures to responsibly manage the risks associated with COVID-19. Overview Operating Review The Company’s vision is to be a discovery business in the porphyry copper-gold space. The Bramaderos and El Palmar Gold-Copper Projects are considered to be highly prospective for the discovery of large gold-copper systems. 4 SUNSTONE METALS LIMITED ANNUAL REPORT 2022 Sunstone Metals Limited Annual Report 2022
Project Overview BRAMADEROS GOLDCOPPER PORPHYRY PROJECT (SUNSTONE 87.5%) The Bramaderos Project is ideally located immediately adjacent to the Pan American highway in Loja province, southern Ecuador, some 90km (1.5-hour drive) from the city of Loja, and within reasonable distance of available hydroelectric power, supporting the economics of potential development opportunities. The project has gentle topography with an average elevation of around 1,100m above sea level and is also supported by nearby commercial airports and significant population centres like the city of Loja. The project employs members of the local communities and has ongoing community support. Brama-Alba target During the year, a significant discovery was achieved at the Alba target with assays returning 111m at 2.3g/t gold, including 7.2m at 26.9g/t, from hole BMDD012 (see ASX announcement dated 18 November 2021). The Alba gold-copper porphyry discovery at Bramaderos hosts grades in line with or better than those seen in many gold-copper porphyries around the world. The system is consistently well mineralised with local higher grades of a significant scale which now measures at least 300m in diameter and a vertical extent exceeding 400m (see ASX announcement dated 17 March 2022). The results at Alba have extended the scale of the combined Brama-Alba target with the system currently at least 1,100m x 400m lateral dimension and a vertical extent of at least 400m. Mineralisation grade is variable within this envelope with discrete higher-grade sub-vertical domains enclosed within broader mineralised diorite. Some of these higher-grade domains extend to surface (Figure 3). During the year 22 holes were drilled at Brama-Alba for 12,386m. The potential for Brama-Alba to host a substantial gold-copper porphyry system is being reinforced with ongoing drilling. There is also potential for this system to extend significantly towards adjacent targets Melonal and Playas (Figure 4). Drilling at the Bramaderos project will continue throughout 2022 and be spread across several target areas. At Brama it is expected that 1 drill rig will continue drilling at least 5 holes for a total of ~2,000m. At Alba, at least 6 holes are planned for a total of ~2,400m. Drilling will also be undertaken at Limon (commenced during June) and complete at least 6 holes for ~3,500m. Planning for drilling is also underway at the Melonal (located southwest of Alba) and Sandia targets where at least one hole for ~500m is expected at each target. The drilling programs at Brama-Alba will form the basis for an initial Mineral Resource Estimate (MRE). The goal of this MRE is to establish an initial resource estimate that can then be expanded as exploration continues at Brama-Alba and the other nearby targets such as Limon, Playas, Melonal, and Sandia. SUNSTONE METALS LIMITED ANNUAL REPORT 2022 5 Sunstone Metals Limited Annual Report 2022
Figure 1: Location of the Brama-Alba target and the multiple gold-copper porphyry systems within the Bramaderos concession. 6 SUNSTONE METALS LIMITED ANNUAL REPORT 2022 Sunstone Metals Limited Annual Report 2022
CUE ENERGY ANNUAL REPORT 2020 Figure 2: Alba and Brama target drill status plan showing gold in drill holes and gold in soil samples, areas where mineralisation is not yet closed off by drilling, and planned drill holes to be drilled. SUNSTON METALS LIMITED ANNUAL REPORT 2022 7 Sunstone Metals Limited Annual Report 2022
Figure 3: Brama-Alba long section showing current interpreted relationship between Alba and Brama and potential for Brama to extend to the east. This area will be tested with planned drilling as shown. 8 SUNSTONE METALS LIMITED ANNUAL REPORT 2022 Sunstone Metals Limited Annual Report 2022
CUE ENERGY ANNUAL REPORT 2020 Figure 4: Melonal-Alba-Brama-Playas trend in 3-D magnetics highlighting the potential scale increase to be delivered with more drilling at Bramaderos. The drilling results at Alba and Brama have upgraded the nearby drill targets, and these will see some initial testing during 2022. Other Bramaderos targets Drilling at Limon commenced during June (hole LMDD007 completed to 1,016m in July 2022) and is targeting chargeability and conductivity anomalies defined in the Spartan MT and Orion DCIP surveys, and geological follow-up to previously drilled high-sulphidation mineralisation which returned 59.6m at 0.16% copper, including 13.3m at 0.43% copper and 0.11g/t gold (see ASX announcement 15th October 2019), and stockwork veining in surface trenches which returned 97.6m at 0.71g/t gold and 0.23% copper (see ASX announcement 29th May 2018). Further drilling is planned be undertaken at Limon and complete at least 6 holes for ~3,500m. At Playas the pipe-like magnetic bodies correlate with areas of highest-grade gold and copper in surface samples giving us confidence that drilling will extend that mineralisation to depth. Playas has never been drilled. Melonal, Porotillo and Sandia all present similar relationships. Planning for drilling is underway at Melonal (located southwest of Alba) where at least one hole for ~500m is expected. At Porotillo a historical drill hole (CURI-05) intersected 26m at 1.1g/t gold and 0.2% copper demonstrating that significantly higher grades can be delivered from these systems. SUNSTON METALS LIMITED ANNUAL REPORT 2022 9 Sunstone Metals Limited Annual Report 2022
EL PALMAR COPPER-GOLD PORPHYRY PROJECT – NORTHERN ECUADOR (SUNSTONE 70% – ACQUIRING UP TO 100%) Sunstone has made a significant discovery at the highly prospective El Palmar gold-copper porphyry project, located in northern Ecuador, 60km north-west of Ecuador’s capital Quito. Travel time to site from Quito is approximately 3 hours. The property sits on the regionally significant Toachi Fault Zone, in the vicinity of the 1Bt Llurimagua copper-molybdenum porphyry deposit, and in the same regional structural belt that hosts the 2.6Bt Alpala copper-gold porphyry deposit grading 0.25g/t gold and 0.37% copper, and the 0.53Bt Tandayama-America deposit grading 0.19g/t gold and 0.24% copper within the Cascabel project (see www.solgold.com.au for MRE details) (Figure 5). Sunstone is acquiring 100% of the El Palmar project and currently holds 70% under the Staged Acquisition Agreement signed on 12th August 2020. Drilling commenced in August 2021 with assays from EPDD001 delivering 163.55m at 0.71g/t gold and 0.20% copper from 52.35m, within a broad interval of 480.85m at 0.41g/t gold and 0.15% copper from 11.3m. Peak values were 1m at 1.34g/t gold and 0.41% copper from 192.2-193.2m. During the year 13,000m has been drilled at El Palmar and drilling is ongoing. The results at El Palmar continue to expand the area of known mineralisation and reveal significant higher-grade zones of >0.2% copper and 0.35g/t gold that should deliver a highly attractive goldequivalent result once metallurgical results are in hand. The results demonstrate that El Palmar now has substantial scale and grades which are in line with those seen in many of the world’s high-profile porphyry deposits. Geological modelling of the El Palmar system is suggesting a steep northerly plunge to the group of intrusives that host, and are coeval with, the gold-copper mineralisation. This interpretation, which is evolving based on 3-D modelling of drill hole logs and assays, is guiding the location of future drill holes. Soil sampling is also rapidly progressing and providing definition to additional targets within the concession in preparation for drill testing. Porphyry targets have been defined to the southeast near the Toachi fault, and also immediately northeast of the main El Palmar target. Both of these regions exhibit geochemical signatures typical of the alteration caps that lie above porphyry systems. Soil sampling is now progressing to the north and covering multiple areas of outcropping epithermal gold mineralisation, including where historical surface rock chip sampling yielded an 85m-long (and open) zone from which 101 surface samples averaged 1.2 g/t Au, 25 g/t Ag and 0.16% Cu, with peak values for these elements being 6.47 g/t Au, 225g/t Ag and 0.78% Cu. 10 SUNSTONE METALS LIMITED ANNUAL REPORT 2022 Sunstone Metals Limited Annual Report 2022
Figure 5: Distribution of copper (shown in ppm; 2000ppm = 0.2%) in drillholes at El Palmar. Assays are pending for holes 18 and 19 (yellow traces) whilst hole 20 (red trace) recently completed. SUNSTONE METALS LIMITED ANNUAL REPORT 2022 11 Sunstone Metals Limited Annual Report 2022
Figure 6: Location of the El Palmar project (and Verde Chico property) relative to the Llurimagua and Cascabel Alpala and TandayamaAmerica deposits, and the Toachi fault system which is considered important for the localisation of porphyry copper-gold-molybdenum mineralisation in northern Ecuador. VERDE CHICO PROJECT Sunstone announced on 21 June 2022 that it has signed a Letter of Intent to acquire the Verde Chico Project, located to the west of Sunstone’s El Palmar gold-copper porphyry discovery in northern Ecuador, through a Staged Acquisition Agreement from the Verde Chico Group. The Verde Chico project quadruples Sunstone’s land position in this prospective belt in northern Ecuador to 3,672ha. The Verde Chico project was explored by the Rio Tinto group (then called RTZ) in 1992-1995, and by Canadian junior Balaclava Mines in 1998. No exploration has been undertaken on the land since 1998. The historical exploration identified a 1.1kmlong gold-in-soil anomaly that is open to the north and south, and which includes several high-grade gold-bearing veins at surface and wide lower grade zones of gold mineralisation in some drill holes. A total of 12 trenches for 683m were opened and sampled following mineralised structures. A total of 28 drill holes for 4,436m were drilled by RTZ and Balaclava. Historical exploration comprised regional stream sediment sampling, soil sampling, limited geophysics (CSAMT), trench sampling, and diamond drilling. The soil sampling by Rio Tinto which defined the >1.1km long gold-in-soil anomaly is coincident with a CSAMT resistivity anomaly. This area was drilled at several locations and returned significant intervals of gold mineralisation including 68.5m at 1.05g/t gold from surface in hole RVC-08, including 1m at 11.3g/t gold from 40.5m. 12 SUNSTONE METALS LIMITED ANNUAL REPORT 2022 Sunstone Metals Limited Annual Report 2022
ESG ACTIVITIES Sunstone is committed to building its Environmental, Social, and Governance (ESG) credentials. Through our actions, we can make our operations safer, our decision-making more transparent, our communities increasingly resilient and our environmental stewardship stronger. In short, how we can improve our business. Metals and mining remain fundamental to the development of society. We are playing our part in meeting global demand for metals in a responsible and sustainable manner. Sustainability is firmly embedded in our business strategy, as it is not only the right thing to do but creates business value by fostering innovative solutions to operational and global challenges while mitigating business risk. Recognizing the unique role we can play as an investor and employer in rural and remote areas, we seek to be agents of positive social and economic development wherever we operate and to be responsible stewards of the environment. At Sunstone, we believe that the success of our project lies when we work in direct collaboration with communities to achieve long-term social, environmental, and economic outcomes. We seek to create and contribute to social value in local communities through the positive social and economic benefits generated by our activity, our commitment and support of important issues, and our contribution as part of the community. We remain committed to respecting and protecting human rights, and to ensuring early, transparent, and inclusive consultation and engagement with landowners and communities related to our activities. This includes incorporating their views into our decision-making and developing long-term partnerships. CUE ENERGY ANNUAL REPORT 2020 Sunstone is committed to working with local communities in a spirit of reciprocity and transparency, developing long-term sustainable agreements and partnerships that are mutually beneficial. Sunstone is proud to support the surrounding communities during the most critical times of the pandemic in Ecuador. We have worked closely with the communities in which we operate to establish support mechanisms for health, wellbeing, and resilience to help protect the most vulnerable from infection, manage any potential outbreaks and mitigate the wider impacts of this pandemic. Our priority remains to reduce the risk of transmission of COVID-19 and protect our workers, their families, and our local communities. We have a safety, health and environment team that constantly monitors the situation to ensure the well-being of our workers and keep our projects running safely, supporting all those who rely on us. Sunstone maintains a deep commitment to human rights. Our policy and code of conduct explicitly state our respect for human rights, and this is reflected in our core values of security, concern and respect, integrity, and accountability. In addition, we are committed to complying with the applicable laws and regulations of the countries where we operate. SUNSTONE METALS LIMITED ANNUAL REPORT 2022 13 Sunstone Metals Limited Annual Report 2022
MATERIAL BUSINESS RISKS The business of the Group is exploration, with a vision to be a discovery business in the porphyry copper-gold space. Exploration activities involve various inherent risks including the risk that exploration may be unsuccessful, or the risk that laws may change in various jurisdictions in which we operate, that could have a negative impact, resulting in potential impairment in the value of the tenements, diminishing the cash reserves of the Group and possible relinquishment of the tenements. INVESTMENT IN COPPERSTONE RESOURCES AB In March 2019, the Company sold its interest in the Viscaria Copper Project in Sweden to Copperstone Resources AB (Nasdaq First North (Stockholm) COPP B) for a combination of cash and shares. As at 30 June 2022 Sunstone held 10,595,878 shares in Copperstone (2021: 61,638,652). During the financial year ended 30 June 2022 Sunstone sold a total of 51,042,774 shares held in Copperstone realising ~$10.2 million in cash, with the remaining shares held at year end valued at ~$1.4 million (10,595,878 shares at 0.958 SEK). Since the closing of the transaction to sell Viscaria to Copperstone, Sunstone has to date received cash of approximately $33.3 million (comprising 35 million Swedish Kronor (MSEK) equal to approximately $5.4 million, 12.5 million shares in lieu of 5 MSEK cash owed plus interest, sold on market for ~$0.9m, 26 MSEK in cash for early payout of the at-risk contingent tranche 2 consideration due upon receipt of an environmental permit equal to approximately $4.1 million and sale of 149,404,122 of the 160 million shares in Copperstone for 149.5 MSEK equal to approximately $22.9 million). Further details on Copperstone can be found on their website https://copperstone.se/ LITHIUM PORTFOLIO During the financial year ending 30 June 2022 Sunstone sold its interest in the Finland Lithium project to Canadian Securities Exchange-listed United Lithium Corp (‘CSE:ULTH’). Consideration payable to Sunstone on closing was CAD420,000 cash (A$459,900) and CAD420,000 worth of shares (871,803 shares equivalent to A$486,858) in United Lithium. As at 30 June 2022 the value of the shares held in United Lithium was recorded as A$186k (871,803 shares at closing price of CAD0.19). TENEMENT SCHEDULE Gold-Copper Tenements – Ecuador Tenement Holder Tenement Name Location Status Sunstone Ownership La Plata Minerales S.A. Bramaderos1 Loja, Ecuador Granted 87.5% La Plata Minerales S.A. Cueva de Leon1 Loja, Ecuador Granted 87.5% Golden Exploration Ecuador S.A. El Palmar2 Ibarra, Ecuador Granted 70% Minera Verde Chico S.A. Verde Chico3 Ibarra, Ecuador Granted 0% 1 Sunstone announced on 7 January 2020 that the terms of the Earn-in Joint Venture with TSX-V listed Cornerstone Capital Resources (TSXV:CGP) had been amended to provide Sunstone with an immediate 87.5% interest and Cornerstone with a loan carried 12.5% interest in La Plata Minerales S.A. (PLAMIN) the holder of the Bramaderos concession. Cueva de Leon is a small scale mining concession contiguous with Bramaderos. 2 Subject to Staged Acquisition Agreement to acquire 100%. 3 Subject to Staged Acquisition Agreement to acquire 100%. Tenement in process of being transferred to Minera Verde Chico S.A. 14 SUNSTONE METALS LIMITED ANNUAL REPORT 2022 Sunstone Metals Limited Annual Report 2022
CUE ENERGY ANNUAL REPORT 2020 Financial Report Directors’ Report Your Directors present their report on Sunstone Metals Ltd (“Sunstone” or “Company”), and the entities it controlled (“Consolidated Entity” or “Group”) for the financial year ended 30 June 2022. SUNSTON METALS LIMITED ANNUAL REPORT 2022 15 Sunstone Metals Limited Annual Report 2022
Your Directors present their report on Sunstone Metals Ltd (“Sunstone” or “Company”), and the entities it controlled (“Consolidated Entity” or “Group”) for the financial year ended 30 June 2022. Directors The following persons were Directors of Sunstone Metals Ltd at all times during the financial year and up to the date of this report, unless otherwise stated: Mr Graham Ascough Non-Executive Chairman Mr Malcolm Norris CEO & Managing Director Mr Stephen Stroud Non-Executive Director Principal activities During the period the principal activities of the Group consisted of mineral exploration and evaluation. Dividends No dividends were paid or recommended to be paid to members during the financial period. Review of operations Refer to the Operating Review contained in the Annual Report for further discussion regarding the Company’s operations. A summary of consolidated other income and results is set out below: 2022 $ 2021 $ Revenue and other income 100,060 333,466 Profit/(loss) before income tax (2,870,279) 3,224,218 Income tax expense – – Profit/(loss) attributable to members of Sunstone Metals Limited (2,866,269) 3,228,929 Profit/(loss) attributable to non-controlling interests (4,010) (4,711) Earnings per share 2022 cents 2021 cents Basic earnings per share (0.1) 0.1 Financial Performance During the year ended 30 June 2022 the Group incurred a loss of $2,870,279 (2021: profit of $3,224,218). While normal expenses are generally in line with prior year, the loss is largely due to non-cash share based payments expense for employee performance rights of $938,806 and net fair value loss on financial assets at fair value through profit or loss of $359,378 due to decrease in share price for the equities Sunstone hold in Copperstone Resources AB (“Copperstone”), United Lithium Corp and NewPeak Metals Ltd. In the prior year the profit was primarily related to an increase in the fair value of the investment in Copperstone shares. Financial Position The Company’s non-current assets increased from $31,923,061 at 30 June 2021 to $42,982,704 at 30 June 2022 primarily due to expenditure incurred on the Bramaderos and El Palmar Projects in Ecuador, offset by the sale of 51,042,774 shares held in Copperstone and the reclassification of the balance of shares held in Copperstone as a current asset. The Company’s current assets increased significantly from $12,210,099 at 30 June 2021 to $25,830,656 at 30 June 2022 due to cash received from a placement and Share Purchase Plan in April and May 2022 as well as the reclassification of the Copperstone shares to a current asset. At the end of the financial period, the Group had cash balances of $23,997,222 (2021 $12,171,240) and net assets of $66,369,314 (2021: $43,336,675). Total liabilities amounted to $2,444,046 (2021: $796,484) and included trade, other payables, lease liabilities and provisions. During the year, the Company had an increase in contributed equity of $21,633,583, after fees, for the placement and Share Purchase Plan in April and May 2022. Directors’ Report continued 16 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Events occurring after reporting date No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the Group or economic entity in subsequent financial periods. Significant changes in the state of affairs Other than those matters discussed in this report, no significant changes in the state of affairs of the Group occurred during the financial period. Likely developments and expected results The Group will continue exploration and development activities. The Group assesses commercial opportunities for corporate growth, including the acquisition of interests in projects, as they arise. Due to the unpredictable nature of these opportunities, developments could occur at short notice. Environmental regulation The Group is subject to the environmental laws and regulations imposed under the Environmental Codes in the jurisdictions in which it operates. The Group is currently engaged in exploration activities which are governed by conditions or recommendations imposed through the granting of a licence or permit to explore. Compliance with these laws and regulations is regarded as a minimum standard for the Group to achieve. There were no known breaches of any environmental laws or regulations during the year. Directors The Directors of the Company at any time during or since the end of the financial year were: Current directors: Mr Graham Ascough (appointed as Non-Executive Chairman 29 November 2013) Member of the Audit and Financial Risk Committee Experience and expertise Mr Ascough (BSc, PGeo, MAusIMM) is a senior resources executive with more than 30 years of industry experience evaluating mineral projects and resources in Australia and overseas. He is also currently non‑executive Chairman of ASX listed companies: PNX Metals Limited, Black Canyon Limited and Musgrave Minerals Limited. Mr Ascough, a geophysicist by training, has had broad industry involvement playing a leading role in setting the strategic direction for companies, completing financing and in implementing successful exploration programmes. He is a member of the Australasian Institute of Mining and Metallurgy and is a Professional Geoscientist of Ontario, Canada. Mr Ascough has served as a director of several companies listed on the Australian Securities Exchange in recent years. He was the Managing Director of Mithril Resources Ltd from October 2006 until June 2012. Prior to joining Mithril in 2006, he was the Australian Manager of Nickel and PGM Exploration at the major Canadian resources house, Falconbridge Limited, which was acquired by Xstrata Plc in 2006. Other directorships of listed companies in the past three years PNX Metals Limited (formerly Phoenix Copper Limited) (appointed 7 December 2012) Musgrave Minerals Limited (appointed 26 May 2010) Black Canyon Limited (appointed 25 August 2013; Company listed on ASX 5 May 2021) Mr Malcolm Norris (appointed as CEO & Managing Director 1 April 2014) Member of the Audit and Financial Risk Committee Experience and expertise Mr Norris (MSc, MAppFin, FAusIMM) is a senior mining industry professional with extensive experience in business management, mineral exploration, development of new business opportunities and asset transactions. His roles have covered a wide range of commodities, geographic locations and management of global portfolios of projects in both large and small organisations. Mr Norris holds an MSc in Geology and a Masters in Applied Finance. He has more than 35 years of industry experience including 23 years with WMC Resources, followed by roles with Intrepid Mines and SolGold. Other directorships of listed companies in the past three years Magmatic Resources Limited (appointed 20 December 2016; Ceased 3 February 2020) 17 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Mr Stephen Stroud (appointed as a Non-Executive Director 6 September 2017) Chairman of the Audit and Financial Risk Committee Experience and expertise Mr Stroud (BBus.Acc, GDip.AppFin, CPA) is an experienced CPA qualified corporate finance executive with over 20 years experience advising across all aspects of corporate finance. He advises boards and management teams across a broad range of transactions including public and private equity raisings, debt/ hybrid debt, Initial Public Offerings, mergers & acquisitions, sell-downs and restructures both in Australia and overseas. Mr Stroud is Director - Corporate Advisory with Morgans Financial Limited, with a key focus on the small‑mid cap market listed space on the ASX working across a broad range of sectors including IT, retail, FMCG, healthcare, metals and mining, energy, property and general industrials. Mr Stroud possesses strong relationships across buy and sell side clients across Australia, Asia, UK and North America. Other directorships of listed companies in the past three years: Nil Company Secretary Mr Gavin Leicht (appointed 28 April 2015) Mr Leicht (B.Com, FGIA) has over 25 years experience in various financial roles, including 20 years in senior financial positions in the resources sector in Australia and overseas with Rio Tinto Limited and PanAust Limited. Mr Leicht holds a Bachelor of Commerce degree from the University of Newcastle. He is a Fellow of the Governance Institute of Australia and has also been a Member of the Australian Society of Certified Practising Accountants, and the Finance & Treasury Association. Meetings of Directors There were 9 meetings of the Company’s board of Directors held during the year ended 30 June 2022. The number of meetings attended by each Director were: Meeting of Directors Audit and Financial Risk Committee Eligible to attend Attended Eligible to attend Attended Mr Graham Ascough 9 9 2 2 Mr Malcolm Norris 9 9 2 2 Mr Stephen Stroud 9 9 2 2 Further details of the operation of all Committees are contained in the Corporate Governance Statement. Directors’ Report continued 18 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Remuneration report (Audited) Key management personnel The remuneration report outlines the Director and executive remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, key management personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Company. For the purposes of this report, the term “executive” encompasses the Chief Executive Officer, General Managers and the Chief Financial Officer & Company Secretary of the Group. Key management personnel during the year and at the date of this report (unless otherwise stated) are: Directors of the Company Chairman Mr Graham Ascough Non-Executive Chairman (appointed 29 November 2013) CEO & Managing Director Mr Malcolm Norris CEO & Managing Director (appointed 1 April 2014) Non-Executive Directors Mr Stephen Stroud Non-Executive Director (appointed 6 September 2017) Other key management personnel Mr Ray Robinson General Manager Studies & Technical Services (appointed 12 January 2015) Dr Bruce Rohrlach General Manager Geology (appointed 7 April 2015) Mr Gavin Leicht Chief Financial Officer & Company Secretary (appointed 20 April 2015) The remuneration report is set out under the following main headings: A Principles used to determine the nature and amount of remuneration B Details of remuneration C Executive contractual arrangements D Share-based compensation A Principles used to determine the nature and amount of remuneration The Group’s executive reward framework is designed to reward performance for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and seeks to conform to market best practice for delivery of rewards. The Board considers the following key criteria for good reward governance practices in determining executive rewards: – competitiveness and reasonableness – acceptability to shareholders – performance linkage/alignment of executive compensation – transparency – capital management. The Group has structured an executive remuneration framework that aims to be market competitive and complimentary to the reward strategy of the organisation. Alignment to shareholders’ interests: – focuses on exploration success and project development as the creation of shareholder value and returns – attracts and retains high calibre executives. 19 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Remuneration report (Audited) (continued) Alignment to program participants’ interests: – rewards capability and experience – reflects competitive reward for contribution to growth in shareholder wealth – provides a clear structure for earning rewards – provides recognition for contribution. The overall level of executive reward takes into account the performance of the Group. The Group is involved in mineral exploration and does not generate any revenue from product sales and therefore growth in earnings is not considered relevant. Shareholder wealth is dependent upon exploration success and has fluctuated accordingly. 2022 2021 2020 2019 2018 2017 Impact on shareholder wealth Gain/(Loss) per share (cents) (0.1) 0.1 0.3 (1.9) (0.2) (0.4) Share price (cents) 4.5 1.5 0.7 4.1 3.8 1.5 The Company’s performance rights plan links employees’ remuneration to the share price of the Company as the performance conditions include ASX trading price hurdles. Executive pay The executive pay and reward framework has two components: – Fixed remuneration (base salary, superannuation & other non-monetary benefits) – Variable remuneration (long-term incentives through participation in the performance rights plan and short‑term incentives through cash bonuses) The combination of these components comprises the executive’s total remuneration. Fixed Remuneration – Base salary Base salary is structured as a total employment cost package which may be delivered as a combination of cash and prescribed non-financial benefits. Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for senior executives is reviewed annually to assess if the executive’s pay is competitive with the market. There are no guaranteed base pay increases included in any senior executives’ contracts. – Non-monetary benefits Executives may receive benefits including car allowances, car parking and reasonable entertainment expenses. – Post-employment benefits Executives are permitted to nominate a superannuation fund of their choice to receive contributions. – Long-term benefits Long-term benefits include long service leave entitlements. Directors’ Report continued 20 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Remuneration report (Audited) (continued) Variable Remuneration – Long Term Incentive (Employee Performance Rights Plan) At the discretion of the Board, employees can be invited to participate in the Company’s Employee Performance Rights Plan. The issue of performance rights is designed to reward key employees for performance and align their performance with the Company growth and strategic objectives. Any performance rights issued to Directors are subject to shareholder approval. The Board feels that the expiry date, exercise price and, where applicable, vesting performance conditions of options and performance rights issued to executives is appropriate to align the goals of the executives with those of the shareholders to maximise shareholder wealth. – Short Term Incentive (Cash bonuses) The Board reviews the Company’s Short Term Incentive (STI) program annually and sets the Key Performance Indicators (KPIs) required to be achieved to receive any STI payment. The total potential STI available to individual executives is set at a level so as to provide sufficient incentive to executives to achieve their targets while ensuring that the cost to the Company is reasonable in the circumstances. The STI for the 2021/22 year includes four KPIs, each one equating to a cash bonus of 25% of base salary if achieved (2021: 5 KPIs equal to 20% each). At the Board’s discretion a payment under the STI may be increased to a maximum of double in recognition of exceptional performance, therefore the maximum potential STI payment is 200% of base salary. The measures were chosen as they represent the key drivers for the short-term success of the business, strategic initiatives around the growth of the Company, and provide a framework for delivering long-term value for shareholders. A cash bonus of 20% of base salary was paid to the Managing Director and the three other Key Management Personnel during the financial year ended 30 June 2022, relating to the achievement of a KPI connected to monetising the shares held in Copperstone Resources AB for a value higher than the Volume Weighted Average Price of Copperstone shares from the closing of the transaction to sell the Viscaria Project to Copperstone. No other cash bonuses have been paid during the year ended 30 June 2022 (2021: 20%). As part of the terms and conditions of employment, the Company prohibits executives from entering into arrangements to protect the value of unvested long term incentive awards. This includes entering into contracts to hedge their exposure to options or shares granted as part of their remuneration package. Entering into such arrangements has been prohibited by law since 1 July 2011. Non-executive Directors Fees and payments to non-executive Directors are structured to reflect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors’ fees and payments are reviewed annually by the Board. The Chairman’s fees are determined independently to the fees of non-executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration. Directors’ fees The base remuneration was reviewed and increased by the Board from 1 July 2021. Fees for the Chairman are $90,000 p.a. and fees for other Non-executive Directors $55,000 p.a. (last increased 2018 to $85,000 and $50,000 respectively). Directors’ remuneration is inclusive of committee fees. Non-executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is periodically recommended for approval by shareholders. The total maximum currently stands at $300,000. Retirement allowances for Directors Directors are permitted to nominate a superannuation fund of their choice to receive superannuation contributions. 21 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Remuneration report (Audited) (continued) B Details of remuneration Details of the remuneration of the Directors and the key management personnel of Sunstone Metals Ltd are set out in the following tables. 2022 Short-term benefits Post- employment benefits Long-term benefits Share- based payments Name Cash salary and fees $ Cash bonus $ Super- annuation $ Annual/Long service leave $ Options and Rights $ Total $ Performance related $ Directors of Sunstone Metals Ltd: Mr G Ascough 90,000 – – – 124,000 214,000 57.9% Mr M Norris 316,000 60,200 31,600 34,084 372,566 814,450 55.5% Mr S Stroud 55,000 – – – 124,000 179,000 69.3% Other key management personnel: Mr R Robinson 266,000 50,700 26,600 15,334 318,240 676,874 55.8% Mr G Leicht 256,200 48,800 25,620 10,634 318,240 659,494 56.6% Dr B Rohrlach 256,200 48,800 25,620 14,684 318,240 663,544 56.6% Total 1,239,400 208,500 109,440 74,736 1,575,286 3,207,362 Performance Rights issued are dependent on the satisfaction of performance conditions, and the amounts included in the above table represent the accounting expense recognised during the financial year. 2021 Short-term benefits Post- employment benefits Long-term benefits Share- based payments Name Cash salary and fees $ Cash bonus $ Super- annuation $ Annual/Long service leave $ Options and Rights $ Total $ Performance related $ Directors of Sunstone Metals Ltd: Mr G Ascough 90,666 – – – 6,133 96,799 6.3% Mr M Norris 316,050 60,200 30,025 (10,776) 49,603 445,102 24.1% Mr S Stroud 52,500 – – – 6,133 58,633 10.5% Other key management personnel: Mr R Robinson 274,625 50,700 26,089 28,165 33,643 413,223 21.9% Mr G Leicht 256,200 48,800 24,339 10,224 33,643 373,206 22.7% Dr B Rohrlach 256,200 48,800 24,339 22,615 33,643 385,597 22.7% Total 1,246,241 208,500 104,792 50,229 162,799 1,772,561 As a result of COVID-19 cash salary and fees for Directors and key management personnel was voluntarily deferred by 20% from March/April 2020 to June 2020, and was repaid during the year ended 30 June 2021. Loans to key management personnel There were no loans made to Directors or other key management personnel and their related parties. Directors’ Report continued 22 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Remuneration report (Audited) (continued) C Executive Contractual Arrangements Remuneration for the CEO & Managing Director and Key Management Personnel are formalised in service agreements. Mr Malcolm Norris, CEO & Managing Director Base salary, exclusive of superannuation and other benefits, is $316,000, reviewed annually on 1 July of each year and was last increased on 1 July 2021. Four weeks annual leave and statutory long service leave is provided. The Executive Services Agreement stipulates Mr Norris or the Company may provide six (6) months written notice of termination. The agreement includes a provision for a termination payment equal to the maximum amount calculated in accordance with section 200F of the Corporations Act 2001 (Cth), subject to any restrictions or approvals under the Listing Rules and the Corporations Act. Other Key Management Contracts for other Key Management Personnel have no fixed duration and can be terminated by the employee by providing three (3) months written notice. The Company may terminate employment by providing three (3) months written notice or by payment of six (6) months salary in lieu of notice. Base salary for other Key Management Personnel are reviewed annually on 1 July of each year, with an increase last occurring on 1 July 2021. Four weeks annual leave and statutory long service leave is provided. D Share-based compensation Options and performance rights provided as remuneration and shares issued on exercise Performance Rights movements during the financial year: 2022 Beginning Balance Granted as remuneration Vested during year Lapsed Balance at end of year Vested Lapsed $ % $ % Directors of Sunstone Metals Ltd: Mr M Norris 13,646,468 8,400,000 (9,133,333) (113,135) 12,800,000 288,053 41.4% 4,525 0.5% Other key management personnel: Mr R Robinson 10,457,947 7,200,000 (6,800,000) (57,947) 10,800,000 194,720 38.5% 2,318 0.3% Mr G Leicht 10,457,947 7,200,000 (6,800,000) (57,947) 10,800,000 194,720 38.5% 2,318 0.3% Dr B Rohrlach 10,457,947 7,200,000 (6,800,000) (57,947) 10,800,000 194,720 38.5% 2,318 0.3% Total 45,020,309 30,000,000 (29,533,333) (286,976) 45,200,000 872,213 39.4% 11,479 0.4% Vested value reflects share price at vesting 2022 for 31% of shares for Mr Norris and 35% for Other KMP, with the remaining 69% of shares for Mr Norris and 65% for Other KMP subject to disposal restrictions as at end of financial year and calculated at closing share price 30 June 2022. Lapsed value reflects the value calculated at grant date for the rights that lapsed during the year. During the 2022 financial year several tranches of share price hurdle related performance rights vested for key management personnel as follows: Grant Date Share Price Hurdle Number Vested Date Vested Disposal Restriction 23 Oct 2020: Tranche 1 $0.0276 10,000,000 20/10/2021 No 23 Oct 2020: Tranche 3 $0.0500 10,000,000 28/10/2021 Yes 31 Oct 2019: Tranche 1 $0.0800 2,600,000 30/11/2021 Yes 27 Nov 2018: Tranche 1 $0.0500 3,466,667 28/10/2021 Yes 27 Nov 2018: Tranche 3 $0.0650 3,466,666 9/11/2021 Yes Total 29,533,333 23 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
Remuneration report (Audited) (continued) Shareholder approval was obtained at the Annual General Meeting held on 28 October 2021, for the issue of 8,400,000 Performance Rights with an exercise period of 3 years to Mr M Norris on the following terms (also 7,200,000 granted to each of the three other key management personnel during the financial year on the same terms and same allocation between tranches): – Tranche 1 – 33.33% to vest upon the later of both the following vesting conditions occurring: – Closing Price of Sunstone Shares being $0.071 or more for 10 trading days out of any 20 consecutive trading days; and – 12 months after issue; – Tranche 2 – 33.33% to vest upon TSR performance as measured against the ASX Small Resources Index, as follows: – Performance below the index no shares will vest. – Performance equal to the index will see 50% vest, increasing linearly with outperformance of the index by up to 25%, such that 100% of shares will vest should Sunstone’s performance be greater than 25% above the index performance. – Testing will be annually on 30th June; and – Tranche 3 – 33.33% to vest upon the later of both the following vesting conditions occurring: – Closing Price of Sunstone Shares being $0.094 or more for 10 trading days out of any 20 consecutive trading days; and – 12 months after issue. During the 2022 financial the share price hurdles for tranches 1 and 3 have been met however vesting is still subject to the recipients remaining as an employee for 12 months after date of issue. Option movements during the financial year: 2022 Beginning Balance Granted as remuneration Lapsed Exercised during year Balance at end of year Vested and exercisable at end of year Directors of Sunstone Metals Ltd: Mr G Ascough 4,000,000 6,000,000 – – 10,000,000 4,000,000 Mr S Stroud 4,000,000 6,000,000 – – 10,000,000 4,000,000 Total 8,000,000 12,000,000 – – 20,000,000 8,000,000 Shareholdings of key management personnel The numbers of shares in the Company held during the financial year by each Director and the other key management personnel of the Group, including their personally related entities, are set out below. 2022 Beginning Balance Vesting of Performance Rights Exercise of Options Purchases Disposals Balance at end of year Directors of Sunstone Metals Ltd: Mr G Ascough 19,417,381 – – 447,762 – 19,865,143 Mr M Norris 22,101,217 9,133,333 – 927,762 – 32,162,312 Mr S Stroud 9,605,264 – – 947,762 – 10,553,026 Other key management personnel: Mr R Robinson 8,251,776 6,800,000 – – – 15,051,776 Mr G Leicht 14,067,837 6,800,000 – 746,270 – 21,614,107 Dr B Rohrlach 7,265,516 6,800,000 – – – 14,065,516 Total 80,708,991 29,533,333 – 3,069,556 – 113,311,880 Shares held by M Norris are via direct interest in 11,371,106 shares, 14,067,577 shares held by superannuation funds where Mr Norris is a direct beneficiary, and 6,723,629 shares held by an associate of Mr Norris. End of Remuneration Report (Audited) Directors’ Report continued 24 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
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