Aura Egy Regulatory News (AURA)

Annual Report

Aura Energy Limited is pleased to announce that it has released its Annual Report for the financial year ended 30 June 2022 to the Australian Securities Exchange.

A full version of the 2022 Annual Report can be viewed at  http://www.rns-pdf.londonstockexchange.com/rns/3648B_1-2022-9-30.pdf

The 2022 Annual Report is also available on the Company's website at www.auraenergy.com.au  

 The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

For Further Information, please contact:

Aura Energy Limited Corporate directory

Directors Mr Philip Mitchell (appointed 21 December 2021)

Non-Executive Chairman

Dr Warren Mundine (appointed 21 December 2021)

Non-Executive Director

Mr Bryan Dixon (appointed 21 December 2021)

Non-Executive Director

Mr Patrick Mutz (appointed 18 May 2022)

Non-Executive Director

Mr Peter Reeve (resigned 21 December 2021)

Managing Director and CEO

Mr Peter Ward (resigned 21 December 2021)

Non-Executive Director

Mr Martin Rogers (resigned 21 December 2021)

Non-Executive Chairman

Secretary

Mr Phillip Hains

Principal registered office in Australia 62 Lygon Street Carlton Victoria 3053 Australia

+61 3 9824 5254

Share and debenture register Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building

45 St Georges Terrace Perth WA

Auditor Hall Chadwick WA Audit Pty Ltd

283 Rokeby Road

Subiaco WA 6008

Solicitors Dentons Australia Limited

77 Castlereagh St

Sydney NSW 2000

Bankers National Australia Bank

330 Collins Street

Melbourne VIC 3000

Nominated advisor SP Angel Corporate Finance LLP Prince Frederick House

35-39 Maddox Street

London United Kingdom W1S 2PP

Joint brokers SP Angel Corporate Finance LLP WH Ireland Limited

Stock exchange listings Australian Securities Exchange (ASX), and

the AIM Market of the London Stock Exchange (AIM)

Website www.auraenergy.com.au

REVIEW OF OPERATIONS 30 JUNE 2022

Tiris Uranium Project, Mauritania

· Resource Upgrade Program commenced targeting the expansion of the Measured / Indicated Resources based within the Tiris East project area.

· $10 million Offtake Financing Agreement with Curzon, with the funds to be used for mining working capital and production commencement, with the agreement including an additional

$10m at the funder's discretion.

· Pilot scale testing confirmed Tiris uranium ore grade can be increased on average 500% using simple screening, with 80% reduction of mass reporting to the leaching circuit and containing 90% of uranium at 1,572ppm U308.

· Commencement of Pre-Investment Decision Capex and Opex engineering optimisation with

engineers engaged for Phase 1 of the Front End Engineering Design Study.

· Tiris Uranium Definitive Feasibility Study (DFS) released incorporating the updated capital estimate which reflects current global pricing, reconfirming the Tiris as a low Capex, low Opex project.

· Bulk test work program initiated with ANSTO Minerals to optimise Tiris.

· Continued work on the integration of vanadium by-product circuit in Fast track Tiris project.

· Resource upgrade of 10% or 5 million lbs U308 to the Tiris uranium deposit bringing the total JORC Resource to 56 Mlbs (at 100 ppm lower U308 cut off grade).

· JORC Resource of 18.4 Mlbs V205 defined at Tiris, with 34% classified as Measured / Indicated Resources.

· Aura continued to advance towards net zero emission uranium production at Tiris, with the initial study of Scope 1 and Scope 2 Greenhouse Gas (GHG) emissions completed, clearly defining a Net Zero Emission Pathway for the Project.

· Completion and successful results from the water drilling program, with strong flows encountered, reconfirming results from the 2019 water drilling program.

· Aura continued to work with Mauritania's well-established radiation regulatory body to initiate the process to gain regulatory approval for export of Uranium Oxide Concentrate (OUC).

· Water drilling at Tiris encountered good flows following on from the water drilling program commenced by Aura in 2019.

Häggån Polymetallic Project, Sweden

· Appointment of leading consultancy group, Diplomat Communications, to liaise with the Swedish Government and other relevant stakeholders in relation to advancing the Häggån Project.

· Aura met with key government and stakeholders in Sweden and continued to work with

leading consultancy group, Diplomat Communications, to liaise with the Swedish Government and other relevant stakeholders in relation to advancing the project.

Tasiast South Gold Project, Mauritania

· Recommencement of field work with a gravity survey and IP survey completed, to allow better definition of geology and identification of structures.

Corporate

· Strategic Board restructure with a focus on uranium production and the high growth demand for nuclear power and carbon free energy.

· Mining M&A heavyweight Mr. Phil Mitchell appointed as Non-Executive Chairman, with significant experience having held senior roles with global mining companies Rio Tinto, Anglo American and heading acquisitions for billionaire Robert Friedland's company, High Power Exploration.

· Mr. Warren Mundine appointed as Non-Executive Director. Mr Mundine is one of Australia's prominent independent thinkers and a thought leader in the mining sector and nuclear power space as former director of the Australian Uranium Association.

· Mr. Bryan Dixon appointed as Non-Executive Director, contributing significant experience as a

chartered accountant building junior exploration companies into producers, with over 20 years in the mining sector.

· Peter Reeve transitioned to Managing Director and CEO of Aura's gold subsidiary, Archaean

Greenstone Gold.

· Dr Will Goodall appointed as the acting CEO to rapidly build momentum towards expansion of the Tiris Resource and preparation for uranium production.

· Appointment of uranium specialist, Patrick Mutz, as an independent Non-Executive Director, with over 40 years of international mining experience and former Managing Director & CEO of African focussed uranium company Deep Yellow (ASX:DYL).

· Appointment of Nigel Jones as Advisor, with over 30 years' experience in mining and

investment banking, and 20+ years in the Rio Tinto group.

· $8.8m placement (before costs) to sophisticated and institutional investors, with the funds being used to advance Tiris including the resource upgrade Program and commencement of engineering.

· Loyalty Options Entitlement Offer with strong support from eligible shareholders who applied for 68,029,541 new Loyalty Options, raising approximately $1,020,443.

· Aura Energy's Shares (ASX:AEE) recommenced trading on the ASX on 23 September 2021.

Your directors present their report on the consolidated entity consisting of Aura Energy Limited and the entities it controlled at the end of, or during, the year ended 30 June 2022. Throughout the report, the consolidated entity is referred to as the Group.

Directors and company secretary

The following persons held office as directors of Aura Energy Limited during the financial year: Mr Philip Mitchell (appointed 21 December 2021)

Dr Warren Mundine (appointed 21 December 2021)

Mr Bryan Dixon (appointed 21 December 2021) Mr Patrick Mutz (appointed 18 May 2022)

Mr Peter Reeve (resigned 21 December 2021) Mr Peter Ward (resigned 21 December 2021) Mr Martin Rogers (resigned 21 December 2021)

The following persons held office as company secretary of Aura Energy Limited during the financial year: Mr Phillip Hains

Principal activities

The principal activities of the Group during the financial year were exploration and evaluation of uranium, vanadium and gold and base metals in Mauritania and Sweden. There was no significant change in the nature of these activities during the year.

Dividends - Aura Energy Limited

No dividends were declared or paid to members for the year ended 30 June 2022. The directors do not recommend that a dividend be paid in respect of the financial year.

Review of operations

Information on the operations and financial position of the Group and its business strategies and prospects is set out in the review of operations and activities on pages 2 to 3 of this report.

Significant changes in the state of affairs

In the opinion of the directors there were no significant changes in the state of affairs of the Group that occurred during the year.

Events since the end of the financial year

The following circumstance has arisen since 30 June 2022 that has significantly affected the Group's operations, results or state of affairs, or may do so in future years.

Appointment of a new Managing Director and Chief Executive Officer

On 19 September 2022, the Group entered into an Executive Service Agreement with Mr David Woodall, pursuant to which Mr Woodall will commence as Managing Director and Chief Executive Officer, effective from 17 October 2022.

No other matter or circumstance has arisen since 30 June 2022 that has significantly affected the Group's operations, results or state of affairs, or may do so in future years.

Environmental regulation

The Group is commencing exploration and evaluation activities in Mauritania and Sweden. Both countries have environmental regulation for the conduct of exploration activities. The Company has complied with these environmental regulations in the conduct of all field activities.

The directors have considered the enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduced a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the directors have determined that the NGER Act has no effect on the Company for the current, nor subsequent, financial year. The directors will reassess this position as and when the need arises

ASX listing rules

On 28 October 2020, the Company announced the outcome of a review by the ASX which concluded that the Company had exceeded its placement capacity under Listing Rule 7.1. Consequently, the Company is unable to issue new securities without prior security holder approval until 30 June 2022, unless the issue comes within an exception in Listing Rule 7.2. The ASX has also determined that the Company is ineligible to seek shareholder approval pursuant to Listing Rule 7.1A to entitle it to an additional 10% placement capacity until at least its annual general meeting after 30 June 2022.

Information on directors

The following information is current as at the date of this report.

Company secretary

The Company secretary is Mr Phillip Hains.

Mr Phillip Hains is a Chartered Accountant operating a specialist public practice, 'The CFO Solution'. He has over 30 years of experience in providing businesses with accounting, administration, compliance and general management services. He holds a Master of Business Administration from RMIT University and a Public Practice Certificate from the Chartered Accountants Australia and New Zealand.

Meetings of directors

The numbers of meetings of the Company's board of directors and of each board committee held during the year ended 30 June 2022, and the numbers of meetings attended by each director were:

A= Number of meetings attended

B= Number of meetings held during the time the director held office or was a member of the Audit & Risk Committee during the year.

Remuneration report

The directors present the Aura Energy Limited 2022 remuneration report, outlining key aspects of our remuneration policy and framework, and remuneration awarded this year.

The report is structured as follows:

(a) Key management personnel (KMP) covered in this report

(b) Remuneration policy and link to performance

(c) Remuneration expenses

(d) Link between remuneration and performance

(e) Share-based compensation

(f) Other transactions with KMP

(a)  Key management personnel covered in this report

Non-executive and executive directors (see pages 6 to 9 for details about each director)

Mr Philip Mitchell, Non-Executive Chairman (appointed 21 December 2021) Dr Warren Mundine, Non-Executive Director (appointed 21 December 2021) Mr Bryan Dixon, Non-Executive Director (appointed 21 December 2021)

Mr Patrick Mutz, Non-Executive Director (appointed 18 May 2022)

Mr Peter Reeve, Managing Director and CEO (resigned 21 December 2021) Mr Peter Ward, Non-Executive Director (resigned 21 December 2021)

Mr Martin Rogers, Non-Executive Chairman (resigned 21 December 2021)

Other key management personnel

Dr Will Goodall, Acting Chief Executive Officer (appointed 13 January 2022)

(b)  Remuneration policy and link to performance

Our remuneration committee is made up of independent non-executive directors. The committee reviews and determines our remuneration policy and structure annually to ensure it remains aligned to business needs, and meets our remuneration principles. In particular, the board aims to ensure that remuneration practices are:

• competitive and reasonable, enabling the Company to attract and retain key talent

• aligned to the Company's strategic and business objectives and the creation of shareholder value

• transparent and easily understood, and

• acceptable to shareholders.

(c) Remuneration expenses

The following table shows details of the remuneration expense recognised for the Group's executive key management personnel for the current and previous financial year measured in accordance with the requirements of the accounting standards.

The following table shows details of remuneration expenses of each director or other key management personnel recognised for the year ended 30 June 2022.

2022 Short-term benefits Post- employment

benefits

Long- term benefits

Share- based payments

• During the year ended 30 June 2022, the Group also engaged Mr Bryan Dixon, Mr Patrick Mutz and Dr Will Goodall for consulting services prior to their appointments as KMP. These services amounted to $2,151, $12,563 and $47,700, respectively.

• On 21 December 2021, the Group issued loan funded shares to Dr Will Goodall as an eligible consultant prior to his appointment as KMP. During the year ended 30 June 2022, $14,297 has been recognised as a share-based payment to Dr Goodall as a consultant.

Similarly, on 21 December 2021, the Group issued loan funded shares to Mr Peter Reeve as an eligible employee after his resignation as KMP. During the year ended 30 June 2022, $118,725 has been recognised as a share-based payment to Mr Reeve.

(c) Remuneration expenses (continued)

The following table shows details of remuneration expenses of each director or other key management personnel recognised for the year ended 30 June 2021.

2021 Short-term benefits Post-

employment

benefits

Cash

Long- term benefits Long

Share- based payments

Fully paid

salary

Super-

service

ordinary

Total KMP compensation 394,485 5,000 36,980 26,798  735,757 182,302  1,381,322

(d)  Link between remuneration and performance

(i) Relative proportions of fixed vs variable remuneration expense

The following table shows the relative proportions of remuneration that are linked to performance and those that are fixed, based on the amounts disclosed as statutory remuneration expense on page 12 above:

Aura Energy Limited operates an ownership-based scheme for directors and executives of the Group. In accordance with the provisions of the plan, as approved by shareholders at a previous annual general meeting, directors and executives may be granted options to purchase parcels of ordinary shares at an exercise price as determined at the time options are granted.

Each option converts into one ordinary share of the Group on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

The number of options granted is approved by shareholders at a previous annual general meeting. The scheme rewards directors and executives against the extent of the Group's and individual's achievement against criteria from the following measures:

• improvement in share price

• improvement in return to shareholders

(i) Terms and conditions of the share-based payment arrangements (continued) Loan funded securities

Aura Energy Limited operates a loan funded equity scheme for directors, executives and senior consultants of the Group. In accordance with the provisions of the plan, as approved by shareholders at a previous annual general meeting, directors, executives and senior consultants may be granted loan funded securities.

Each loan funded share converts into one ordinary share of the Group on issue. The loan funded shares will rank equally with all other fully paid ordinary shares on issue in the capital of the Group.

The number of loan funded shares granted is approved by shareholders at the annual general meeting of the Group.

For detailed disclosures please refer to Note 8(b).

(ii) Reconciliation of options, performance rights and ordinary shares held by KMP Option holdings

2022

Balance at start Granted as

of the year1 remuneration Exercised

Other changes2

Balance at end of the year3

Vested and exercisable

Notes

1. Balance may include shares held prior to individuals becoming KMP. For individuals who became KMP during the period, the balance is as at the date they became KMP.

2. Other changes incorporates changes resulting from the issue of options pursuant to rights issue.

3. For former KMP, the balance is as at the date they ceased being KMP.

(ii) Reconciliation of options, performance rights and ordinary shares held by KMP (continued)

Share holdings

Balance at the start of the

Granted as

Received on conversion of performance

Balance at the

2022

year1

remuneration

rights Other changes2 end of the year3

Notes

1. Balance may include shares held prior to individuals becoming KMP and exclude shares held by individuals resigned as KMP in prior year. For individuals who became KMP during the year, the balance is as at the date they became KMP.

2. Other changes incorporates changes resulting from the acquisition or disposal of shares.

3. For former KMP, the balance is as at the date they cease being KMP.

(f) Other transactions with KMP

Mr Peter Reeve was owed $253,006 as at 30 June 2021 in remuneration pursuant to agreed terms and conditions of a revised contract of employment with the base salary from 17 March 2021 being $200,000 plus superannuation. During the current financial year, $50,000 of the amount owing was paid in July 2021 and the balance was paid out on resignation in December 2021.

(g)  Voting of shareholders at last year's annual general meeting

Aura Energy Limited received more than 75% of favourable votes on its remuneration report for the 2021 financial year. The Group did not receive any specific feedback at the 2021 annual general meeting or throughout the year on its remuneration practices.

[This concludes the remuneration report, which has been audited]

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

Non-audit services

During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms:

2022

$

2021

$

Taxation services

Hall Chadwick WA Audit Pty Ltd:

Tax compliance services 2,971 1,500 

Total remuneration for taxation services 2,971 1,500 

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001is set out on page 19.

Shares under option

(a)  Unissued ordinary shares

Unissued ordinary shares of Aura Energy Limited under option at the date of this report are as follows:

Date options issued Expiry date

Issue price of

Shares

Number under

option

2021-05-28 (AEEAAB) 2024-06-30 $0.052 384,616

2021-05-28 (AEEAAD) 2023-03-31 $0.104 3,039,528

2021-11-15 (AEEO) 2024-06-30 $0.052 118,766,583

122,190,727

No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

(b)  Shares issued on the exercise of options

The following ordinary shares of Aura Energy Limited were issued during and after the year ended 30 June 2022 on the exercise of options. No amounts are unpaid on any of the shares.

This report is made in accordance with a resolution of directors.

Mr Philip Mitchell Director

London

30 September 2022

To the Board of Directors

Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

As lead audit director for the audit of the financial statements of Aura Energy Limited for the financial year ended 30 June 2022, I declare that to the best of my knowledge and belief, there have been no contraventions of:

· the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

· any applicable code of professional conduct in relation to the audit.

Yours Faithfully,

HALL CHADWICK WA AUDIT PTY LTD D M BELL CA

Director

Dated this 30th day of September 2022

Aura Energy Limited

ABN 62 115 927 681

Audited Financial Report - 30 June 2022

Financial statements

Consolidated statement of profit or loss and other comprehensive income 21

Consolidated statement of financial position 23

Consolidated statement of changes in equity 24

Consolidated statement of cash flows (direct method) 26

Notes to the financial statements 27

Directors' declaration 58

(continued)

Cents Cents

Basic and diluted loss per share for loss attributable to the ordinary equity holders of the Company:

From continuing operations attributable to the ordinary equity holders of

the company 18 (0.73) (1.34)

From continuing operations and disposal group attributable to the ordinary

equity holders of the company (0.79) (1.34)

Net assets 33,614,450 22,000,914 

Total equity 33,614,450 22,000,914 

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Attributable to owners of

Aura Energy Limited

Accumulated

Total

(continued)

Attributable to owners of Aura Energy Limited

Consolidated statement of cash flows For the year ended 30 June 2022

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

1 Segment information

(a) Description of segments and principal activities

The Group operates predominately in the mining industry. This comprises exploration and evaluation of uranium projects. Inter-segment transactions are priced at cost to the consolidated Group.

The Group has identified its operating segments based on the internal reports that are provided to the board of directors on a monthly basis. Management has identified the operating segments based on the three principal project - uranium, vanadium and gold and base metals. The Group also maintains a corporate function primarily responsible for overall management of the operating segments, raising capital and distributing funds to operating segments.

Corporate expenses include administration and regulatory expenses arising from operating an ASX listed entity.

Segment assets include the costs to acquire tenements and the capitalised exploration costs of those tenements. Financial assets including cash and cash equivalents, and investments in financial assets, are reported in the Treasury segment.

(b) Financial breakdown

The segment information for the reportable segments for the year ended 30 June 2022 is as follows:

Gold and base

1 Segment information (continued)

(b) Financial breakdown (continued)

The segment information for the reportable segments for the year ended 30 June 2021 is as follows:

Gold and base