6-K
ioneer Ltd (IONR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of February 2025
Commission File Number: 001-41412
ioneer Ltd
(Translation of registrant’s name into English)
Suite 16.01, 213 Miller Street
North Sydney, NSW, 2060, Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ Form 40-F ☐ |
|---|
EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
| Exhibit | Description |
|---|---|
| 99.1 | Interim Financial Statements |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ioneer Ltd | |
|---|---|
| (registrant) | |
| Date: February 19, 2025 | By: /s/ Ian Bucknell |
| Name: Ian Bucknell | |
| Title: Chief Financial Officer & Company Secretary |
Exhibit 99.1
| ioneer Limited | |
|---|---|
| Contents | |
| 31 December 2024 | |
| Interim condensed consolidated statement of profit or loss and other comprehensive income | 2 |
| Interim condensed consolidated statement of financial position | 3 |
| Interim condensed consolidated statement of changes in equity | 4 |
| Interim condensed consolidated statement of cash flows | 5 |
| Notes to the interim condensed consolidated financial statements | 6 |
1
| ioneer Limited | |||||
|---|---|---|---|---|---|
| Interim condensed consolidated statement of profit or loss and other comprehensive income | |||||
| For the period ended 31 December 2024 | |||||
| Note | 31 Dec 2024 | 31 Dec 2023 | |||
| --- | --- | --- | --- | --- | --- |
| '000 | '000 | ||||
| Revenue | |||||
| Finance income | 6 | ||||
| Expenses | |||||
| Employee benefits expense | 4 | ) | ) | ||
| Exploration expenditure written off | 10 | ) | ) | ||
| Other expenses | 5 | ) | ) | ||
| Finance costs | 6 | ) | ) | ||
| Loss before income tax expense | ) | ) | |||
| Income tax expense | |||||
| Loss after income tax expense for the period attributable to the owners of ioneer Limited | ) | ) | |||
| Other comprehensive income | |||||
| Items that may be reclassified subsequently to profit or loss | |||||
| Foreign currency translation | ) | ||||
| Other comprehensive (loss)/income for the period, net of tax | ) | ||||
| Total comprehensive loss for the period attributable to the owners of ioneer Limited | ) | ) | |||
| Cents | Cents | ||||
| Basic earnings per share | ) | ) | |||
| Diluted earnings per share | ) | ) |
All values are in US Dollars.
| The above interim condensed consolidated statement of profit or loss and other comprehensive income should be read in |
|---|
| conjunction with the accompanying notes |
| 2 |
| ioneer Limited | |||||
|---|---|---|---|---|---|
| Interim condensed consolidated statement of financial position | |||||
| As at 31 December 2024 | |||||
| Note | 31 Dec 2024 | 30 Jun 2024 | |||
| --- | --- | --- | --- | --- | --- |
| '000 | '000 | ||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 7 | ||||
| Receivables | 8 | ||||
| Total current assets | |||||
| Non-current assets | |||||
| Receivables | |||||
| Property, plant and equipment | 9 | ||||
| Right-of-use assets | |||||
| Exploration assets | 10 | ||||
| Total non-current assets | |||||
| Total assets | |||||
| Liabilities | |||||
| Current liabilities | |||||
| Payables | 11 | ||||
| Provisions | 12 | ||||
| Borrowings | 13 | ||||
| Lease liabilities | |||||
| Total current liabilities | |||||
| Non-current liabilities | |||||
| Lease liabilities | |||||
| Total non-current liabilities | |||||
| Total liabilities | |||||
| Net assets | |||||
| Equity | |||||
| Issued capital | 14 | ||||
| Reserves | ) | ) | |||
| Accumulated losses | ) | ) | |||
| Total equity |
All values are in US Dollars.
| The above interim condensed consolidated statement of financial position should be read in conjunction with the accompanying |
|---|
| notes |
| 3 |
| ioneer Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Interim condensed consolidated statement of changes in equity | ||||||||||
| For the period ended 31 December 2024 | ||||||||||
| Issued capital | Foreign currency <br> translation<br> reserve | Equity <br> compensation <br> reserve | Accumulated <br> losses | Total equity | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| '000 | '000 | '000 | '000 | '000 | ||||||
| Balance at 1 July 2023 | ) | ) | ||||||||
| Loss after income tax expense for the period | ) | ) | ||||||||
| Foreign currency translation | ||||||||||
| Total comprehensive income for the period | ) | ) | ||||||||
| Fair value of performance rights exercised | ) | |||||||||
| Share based payments expensed/capitalised | ||||||||||
| Fair value of unlisted options exercised | ) | |||||||||
| Share issue costs | ) | ) | ||||||||
| Balance at 31 December 2023 | ) | ) |
All values are in US Dollars.
| Issued capital | Foreign currency <br> translation<br> reserve | Equity<br> compensation<br> reserve | Accumulated <br> losses | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| '000 | '000 | '000 | '000 | '000 | |||||
| Balance at 1 July 2024 | ) | ) | |||||||
| Loss after income tax expense for the period | ) | ) | |||||||
| Foreign currency translation | ) | ) | |||||||
| Total comprehensive income for the period | ) | ) | ) | ||||||
| Fair value of performance rights exercised | |||||||||
| Share based payments expensed/capitalised | ) | ) | |||||||
| Balance at 31 December 2024 | ) | ) |
All values are in US Dollars.
| The above interim condensed consolidated statement of changes in equity should be<br> read in conjunction with the accompanying |
|---|
| notes |
| 4 |
| ioneer Limited | |||||
|---|---|---|---|---|---|
| Interim condensed consolidated statement of cash flows | |||||
| For the period ended 31 December 2024 | |||||
| Note | 31 Dec 2024 | 31 Dec 2023 | |||
| --- | --- | --- | --- | --- | --- |
| '000 | '000 | ||||
| Cash flows from operating activities | |||||
| Payments to suppliers and employees | ) | ) | |||
| Net cash used in operating activities | ) | ) | |||
| Cash flows from investing activities | |||||
| Payments for property, plant and equipment | ) | ||||
| Payments for exploration and evaluation | ) | ) | |||
| Interest received | |||||
| Net cash used in investing activities | ) | ) | |||
| Cash flows from financing activities | |||||
| Proceeds from exercise of options | |||||
| Share issue transaction costs | ) | ||||
| Repayment of leases | ) | ) | |||
| Net cash from/(used in) financing activities | ) | ||||
| Net decrease in cash and cash equivalents | ) | ) | |||
| Cash and cash equivalents at the beginning of the financial period | |||||
| Effects of exchange rate changes on cash and cash equivalents | ) | ||||
| Cash and cash equivalents at the end of the financial period | 7 |
All values are in US Dollars.
| The above interim condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes |
|---|
| 5 |
| ioneer Limited |
|---|
| Notes to the interim condensed consolidated financial statements |
| 31 December 2024 |
Note 1. Corporate information
The interim condensed consolidated financial statements of ioneer Ltd and its subsidiaries (collectively the “Group” or the “Company”) for the six months ended 31 December 2024 were authorised for issue in accordance with a resolution of the directors on 19 February 2025.
ioneer Ltd is a for profit company limited by shares and incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange (“ASX”) under the ticker code “INR”. The registered office of the Company is suite 16.01, 213 Miller Street, North Sydney, NSW 2060 Australia.
Note 2. Basis of preparation
These general purpose financial statements for the interim half-year reporting period ended 31 December 2024 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
The Group has prepared the financial statements on the basis that it will continue to operate as a going concern. The Directors consider that there are no material uncertainties that may cast significant doubt over this assumption. They have formed a judgement that there is reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the end of the reporting period.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2024 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The consolidated financial statements are presented in USD, except where otherwise indicated.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 30 June 2024. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Note 3. Operating segments
Description of segments
The Group operates predominantly as a mineral exploration and development company. The operating segments are based on the reports reviewed by the Managing Director for assessing performance and determining the allocation of resources and strategic decision making within the Group. The following summary describes the operations in each of the Groups reportable segments:
| North America | Represents activity in the US, primarily in relation to Rhyolite Ridge and the Reno office. |
|---|---|
| Australia | Represents head office expenditure, exchange gains and losses and corporate assets (predominantly cash). |
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| ioneer Limited |
|---|
| Notes to the interim condensed consolidated financial statements |
| 31 December 2024 |
The following table presents segment information for the six months ended 31 December 2024 and 2023, respectively:
Note 3. Operating segments (continued)
| Segment information | North America | North America | Australia | Australia | Total | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (US$'000) | 31 Dec 2024 | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2023 | ||||||||||||
| Exploration and evaluation expenditure | ||||||||||||||||||
| Exploration and evaluation expenditure - non-core | (37 | ) | (31 | ) | - | - | (37 | ) | (31 | ) | ||||||||
| Other expenses | (1,040 | ) | (1,212 | ) | (801 | ) | (772 | ) | (1,841 | ) | (1,984 | ) | ||||||
| Reportable segment profit/(loss) | (1,077 | ) | (1,243 | ) | (801 | ) | (772 | ) | (1,878 | ) | (2,015 | ) | ||||||
| Employee benefits and other expenses | (1,532 | ) | (973 | ) | (1,855 | ) | (667 | ) | (3,387 | ) | (1,640 | ) | ||||||
| Net financing (expense)/income | 305 | 124 | 241 | 784 | 546 | 908 | ||||||||||||
| Net loss before income tax | (2,304 | ) | (2,092 | ) | (2,415 | ) | (655 | ) | (4,719 | ) | (2,747 | ) | ||||||
| 31 Dec 2024 | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2023 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| '000 | '000 | '000 | '000 | '000 | '000 | |||||||||||||
| Segment assets | ||||||||||||||||||
| Exploration and evaluation assets | ||||||||||||||||||
| Other assets | ||||||||||||||||||
| Total assets | ||||||||||||||||||
| Segment liabilities | ||||||||||||||||||
| Payables | ||||||||||||||||||
| Provisions | ||||||||||||||||||
| Borrowings | ||||||||||||||||||
| Total current liabilities | ||||||||||||||||||
| Payables | ||||||||||||||||||
| Total non-current liabilities | ||||||||||||||||||
| Total liabilities | ||||||||||||||||||
| Net assets |
All values are in US Dollars.
Note 4. Employee benefits expense
| Half year ended<br> 31 Dec 2024 | Half year ended<br> 31 Dec 2023 | ||
|---|---|---|---|
| '000 | '000 | ||
| Directors fees | |||
| Employee benefits expense | |||
| Share-based payments | ) | ||
All values are in US Dollars.
7
| ioneer Limited |
|---|
| Notes to the interim condensed consolidated financial statements |
| 31 December 2024 |
Note 5. Other expenses
| Half year ended<br> 31 Dec 2024 | Half year ended<br> 31 Dec 2023 | |
|---|---|---|
| '000 | '000 | |
| General and administrative expenses | ||
| Consulting and professional costs | ||
| Depreciation and amortisation | ||
All values are in US Dollars.
Note 6. Net finance income
| Half year ended<br> 31 Dec 2024 | Half year ended<br> 31 Dec 2023 | |||
|---|---|---|---|---|
| '000 | '000 | |||
| Interest income | ||||
| Net foreign exchange gain | ||||
| Finance income | ||||
| Bank charges | ) | ) | ||
| Lease interest | ) | ) | ||
| Finance costs | ) | ) | ||
| Net finance income |
All values are in US Dollars.
Note 7. Current assets - cash and cash equivalents
| 31 Dec 2024 | 30 Jun 2024 | |
|---|---|---|
| '000 | '000 | |
| Cash at bank | ||
| Short term deposit | ||
All values are in US Dollars.
Cash and short-term deposits in the statement of financial position comprise cash at bank and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
Note 8. Current assets - receivables
| 31 Dec 2024 | 30 Jun 2024 | |
|---|---|---|
| '000 | '000 | |
| Other debtors | ||
| Prepayments | ||
All values are in US Dollars.
8
| ioneer Limited |
|---|
| Notes to the interim condensed consolidated financial statements |
| 31 December 2024 |
Note 9. Non-current assets - property, plant and equipment
| 31 Dec<br> 2024 | 30 Jun<br> 2024 | |||
|---|---|---|---|---|
| '000 | '000 | |||
| Plant and equipment - at cost | ||||
| Less: Accumulated depreciation | ) | ) | ||
All values are in US Dollars.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial period are set out below:
| '000 | ||
|---|---|---|
| Balance at 1 July 2024 | ||
| Depreciation expense | ) | |
| Balance at 31 December 2024 |
All values are in US Dollars.
Note 10. Non-current assets - exploration and evaluation
| 31 Dec 2024 | 30 Jun 2024 | |
|---|---|---|
| '000 | '000 | |
| Exploration assets |
All values are in US Dollars.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial period are set out below:
| 31 Dec 2024 | ||
|---|---|---|
| '000 | ||
| Opening balance at 1 July 2024 | ||
| Additions - Rhyolite Ridge | ||
| Exploration expenditure - non-core | ||
| Exploration expenditure - written off | ) | |
| Balance at 31 December 2024 |
All values are in US Dollars.
Note 11. Current liabilities - payables
| 31 Dec 2024 | 30 Jun 2024 | |
|---|---|---|
| '000 | '000 | |
| Trade payables | ||
| Accrued expenses | ||
All values are in US Dollars.
Refer to note 16 for further information on financial risk management.
9
| ioneer Limited |
|---|
| Notes to the interim condensed consolidated financial statements |
| 31 December 2024 |
Note 12. Current liabilities - provisions
| 31 Dec 2024 | 30 Jun 2024 | |
|---|---|---|
| '000 | '000 | |
| Provision for employee benefits |
All values are in US Dollars.
Note 13. Current liabilities - borrowings
| 31 Dec 2024 | 30 Jun 2024 | |
|---|---|---|
| '000 | '000 | |
| Other current debt |
All values are in US Dollars.
Current debt is comprised of an unsecured loan from Sibanye Stillwater Limited. The loan will mature and be repaid in full 30 days following the termination of the strategic partnership unit purchase agreement (an agreement with Sibanye Stillwater Limited to make an equity investment of $490 million for a 50% share of the Rhyolite Ridge Project as announced on 16 September 2021) by either party, or alternatively, will be deducted from the initial capital commitment ($490 million) under the unit purchase agreement at closing (that is when all conditions precedent to the agreement are met and a final investment decision taken with Sibanye-Stillwater to develop the Rhyolite Ridge Project) . The interest rate is 0% to maturity date. If unpaid by maturity date, then the interest will be accrued at the Secured Overnight Financing Rate (SOFR) plus 8% per annum. The SOFR is the cost of borrowing cash overnight collateralised by Treasury securities.
Note 14. Equity - issued capital
| 31 Dec 2024 | 30 Jun 2024 | 31 Dec 2024 | 30 Jun 2024 | |||
|---|---|---|---|---|---|---|
| Shares | Shares | '000 | '000 | |||
| Ordinary shares - fully paid | 2,355,671,516 | 2,325,614,708 |
All values are in US Dollars.
| Half year ended<br><br> <br>31 Dec 2024<br><br> Number | Year ended<br><br> <br>30 Jun 2024<br><br> <br>Number | Half year ended<br> 31 Dec 2024<br> '000 | Year ended<br> 30 Jun 2024<br> '000 | ||||
|---|---|---|---|---|---|---|---|
| Reconciliation of movement: | |||||||
| Balance at the beginning of the period | 2,325,614,708 | 2,098,818,267 | |||||
| Exercise of unlisted options | - | 357,710 | |||||
| Performance rights vested | 30,057,808 | 12,836,169 | |||||
| Share issue costs from vesting of performance rights | - | - | ) | ||||
| Capital raise | - | 213,602,562 | |||||
| Share issue costs from capital raise | - | - | ) | ||||
| Balance at the end of the financial period | 2,355,672,516 | 2,325,614,708 |
All values are in US Dollars.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Note 15. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial period.
10
| ioneer Limited |
|---|
| Notes to the interim condensed consolidated financial statements |
| 31 December 2024 |
Note 16. Financial risk management
Framework
The Group is involved in activities that expose it to a variety of financial risks including:
a) Credit risk
b) Liquidity risk
c) Capital management risk
d) Market risk related to commodity pricing, interest rates and currency fluctuations.
The Board of Directors has overall responsibility for the establishment and oversight of the financial risk management framework of the Group. Management is responsible for monitoring the financial risks.
The objective of the financial risk management strategy is to minimise the impact of volatility in financial markets on the financial performance, cash flows and shareholder returns. This requires the identification and analysis of relevant financial risks and possible impact on the achievement of the Group’s objectives.
The Group does not undertake any hedging activities.
Fair value measurement
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement, as follows:
| ● | Level 1 – Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities. |
|---|---|
| ● | Level 2 – Valuation techniques (for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable). |
| --- | --- |
| ● | Level 3 – Valuation techniques (for which the lowest level input that is significant to the fair value measurement is unobservable). |
| --- | --- |
The carrying amounts of the Group’s financial assets and liabilities are a reasonable approximation of their fair values. During the 6 months ended 31 December 2024, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements. (31 December 2023: Nil)
The fair value of the options granted is determined by using the Black & Scholes option pricing model and the fair value of performance-based performance rights is determined by using the Monte Carlo model.
Note 17. Contingent assets/liabilities
The Company entered an option agreement to purchase Rhyolite Ridge from Boundary Peak Minerals LLC on 3 June 2016. The Company has made 4 progress payments to Boundary Peak under the agreement. A final payment will fall due following the board of directors making a ‘decision to mine’ the Rhyolite Ridge property. Once this decision is made, the Company is required under the terms of the contract to either:
| ● | Pay Boundary Peak LLC USD $3 million, or |
|---|---|
| ● | Issue shares (or a mix of both shares and cash) to Boundary Peak LLC, to the equivalent of USD $3 million at a fixed exchange rate of USD $0.75 = AUD $1.00. |
| --- | --- |
At the date of this report the decision to mine has not yet been made by the Company.
There are no other known contingent liabilities as at 31 December 2024.
11
| ioneer Limited |
|---|
| Notes to the interim condensed consolidated financial statements |
| 31 December 2024 |
Note 18. Events after the reporting period
After the end of the financial period, on 20 January 2025, ioneer announced the signing of a US$996 million loan from the U.S. Department of Energy (DOE) Loan Programs Office (LPO) under the Advanced Technology Vehicles Manufacturing (ATVM) program to support the development of an on-site processing facility at the Rhyolite Ridge Lithium-Boron Project in Esmeralda County, Nevada.
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