AI assistant
RIVERSGOLD LIMITED Annual Report 2021
65694_rns_2021-10-31_e174bb1c-5ee8-406e-80f3-e79ffa08a90e.pdf
Annual Report
Open in viewerOpens in your device viewer
Annual Report 2021
| Corporate Directoryii | |
|---|---|
| Review of Exploration Activities iii | |
| Corporate Governance xix | |
| Annual Financial Statements 3 | |
| ASX Additional Information 67 |
Corporate Directory
Simon Andrew (Non-Executive Chairman) Suite 23, 513 Hay Street Xavier Braud (Executive Director) Subiaco WA 6008 Simon Bolster (Non-Executive Director) Telephone: +61 8 6143 6747
Chief Executive Officer Julian Ford Auditors
Securities Exchange Share Registry
Australian Securities Exchange (ASX) Automic Registry Services Code: RGL 126 Phillip Street Home office: Perth Sydney, New South Wales 2000
Country of Incorporation and Domicile Australia
Directors Registered and Business Address
Website: www.riversgold.com.au
HLB Mann Judd (WA Partnership) Company Secretary Level 4, 130 Stirling Street Oonagh Malone Perth, Western Australia, 6000
Telephone: 1300 288 664
Review of Exploration Activities
Kurnalpi Project – Western Australia
Project Overview
The Kurnalpi Project is located 50km east of Kalgoorlie in the Eastern Goldfields of Western Australia and the combined tenure represents one of the largest single landholdings in the region with over 1,150km2 under exploration by Riversgold Ltd (Riversgold, the Company).
Riversgold's tenement package is surrounded by gold producers such as Northern Star Limited directly along strike to the north and Silver Lake Resources directly along strike to the south.
Containing the Queen Lapage, Cutler, Farr-Jones, Paradise Patch, Far East and Jaws prospects, the tenement package is 100% underlain by Archean Greenstones from the Norseman to Wiluna Greenstone belt, one of the largest gold-producing belts in the world.
Since June 2020, the Company has been generating multiple new targets within the Kurnalpi Project with the help of Quarterback Geological Services (Quarterback), a group of highly successful gold explorers, remunerated on an innovative "equity for success" basis.
Target Identification and Initial Soil Sampling Program
In July 2020, Quarterback undertook a program of reprocessing and reinterpretation of all the airborne magnetic data publicly available for the Kurnalpi area. This reinterpretation work lead to the identification of more than 40 magnetic targets in the Kurnalpi Project. Following up on the magnetics reinterpretation, remote sensing regolith terrain interpretation was finalised over the whole Kurnalpi Project with a focus on the 40 newly interpreted magnetic targets. This regolith terrain interpretation exercise deemed 17 of the 40 targets amenable to surface sampling as a first pass exploration tool.
Commencing in August 2020, Riversgold mobilised a team of samplers to the Kurnalpi Project and collected 4,280 soil samples across the 17 targets over a 6 week period. The survey covered 15 separate grids taking in 17 geophysical targets with samples collected every 40m on lines spaced between 200m and 400m apart. The lines were designed to cut the inferred geological trends perpendicularly and were positioned so that they covered the most suitable regolith terrain setting over the geophysical target, where bedrock is interpreted to be.
The 15 grids covered both existing and new prospects in order to provide a calibration and check of prior work, expand the footprint of the current prospects and identify new exploration targets within the large tenement package. All samples were submitted to Bureau Veritas in Perth for low level gold by BLEG analysis.
After experiencing long delays due both the effects of COVID-19 and the increased exploration activity occurring across Western Australia, the Company was pleased to announce the results in January 2021 with significant results being:
• Additional 450m x 150m +50ppb Au surface anomaly along strike from Cutler;
- New 1600m x 500m +50ppb Au surface anomaly west of Farr Jones open to north, south and west;
- New 800m x 200m +50ppb Au soil anomaly underlain by a strong magnetic anomaly on the southern edge of Lake Yindarlgooda (Target LGE06); and
- Two strong +50ppb Au parallel trend at the Paradise Patch prospect with two "end of line" +50ppb Au samples leaving the anomaly open to the north, south and east.
Figure 1: Soils sampling grids location across the +1,150km2 Kurnalpi Project
Farr Jones Extension
The soil sampling program confirmed and extended the known Farr Jones anomaly. Extension of the sampling grid to the west in an area of interpreted and observed residual soil returned a strong (+50ppb Au) anomaly continuous over three lines and open to the north, south and west. Follow up infill sampling will help delineate the extent of this 1,600m x 500m anomalous zone.
Historical drilling at Farr Jones returned intervals such as:
- 3m at 17.8g/t Au from 182m (FJRC0001)
- 4m at 6.26g/t Au from 119m and 2m at 7.49g/t Au from 130m (FJRC0002)
- 12m at 1.90g/t Au from 36m (FJAC0021)
Those intercepts come from drillholes in an area where soils sampling returned peak value of 26ppb Au and ranged between 15.3ppb Au and 26ppb Au.
The newly identified anomaly to the west of the historical drilling returned peak value of 44.2ppb Au and 18 samples ranging between 15ppb Au and 40ppb Au.
Figure 2: Farr-Jones area soil sampling with historical drilling collars
Cutler Extension
A new sampling grid to the north of the existing known Cutler mineralisation returned a strong anomaly extending the existing 500m strike anomaly by another 400m of potential strike extent. The survey also identified a new anomaly 1,000m to the east of Cutler coincident with a magnetic anomaly highlighted by Quarterback as potentially significant.
Historical drilling at Cutler returned intervals of:
- 10m @ 11.0g/t Au
- 4m @ 5.3g/t Au
- 3m @ 6.18g/t Au
- 6m @ 11.1g/t Au
- 1m @ 19.0g/t Au
- 1m @ 62.9g/t Au
Figure 3: New Cutler area soils sampling with historical drill collars
Those results belong to a soils anomaly with peak value of 82ppb Au with 10 samples returning values ranging between 15ppb Au and 54.5ppb Au.
The newly identified anomalies along strike to the north and to the east of Cutler have returned peak values respectively of 56.7 ppb Au and 42ppb Au and 6 samples with values ranging between 19.7ppb Au and 33ppb Au.
Magnetic target LGE06
Target LGE06 returned an interesting strong (+50ppb Au) soils anomaly extending over two lines (>400m) on the southern edge of Lake Yindarlgooda, 10km to the east of the Queen Lapage prospect.
The strong magnetic anomaly suggests the presence of mafic and ultramafic units on the eastern side of a major fault. The fault zone is underlined by the late intrusion of a dolerite dyke parallel to the NW-SE structural trend
Figure 4: 300m x 100m anomaly over magnetic exploration target
Paradise Patch Anomaly
The soil sampling program at Paradise Patch highlighted two anomalous trends, one in the centre of the sampling grid, showing a NS orientation, occurring over two survey lines (400m x 100m) to a highly significant peak of 83 ppb Au. The second anomaly consists of the last samples on the eastern end of the lines in closer proximity with peak values of 161 ppb Au and 81 ppb Au.
Paradise Patch prospect is a known prospector's patch from which nuggets have been discovered close to the boundary between outcrop and the edge of an eastern extension of Lake Yindarlgooda. Historical drilling on the lake surface to the east of the new soil anomalies would not have tested the probable sources zones for the new soil anomalies. Riversgold's understanding is that historical drilling was completed by a lake style rig that was unable to
operate anywhere other than the flat lake bed. The tenor and distribution of the laboratory gold-in-soil results returned from this first pass survey, combined with information about nugget finds confirm that this prospect requires additional work and that potentially there are several mineralised trends present.
Figure 5: Paradise Patch soils gird
Far East Target
Another grid over an area close to the tenure's eastern boundary returned moderately anomalous results (+15ppb Au) which have the potential to be related to regolith anomalies. Infill sampling surrounding the anomalous samples will help verifying the validity of those anomalous values directly correlated with an interpreted prospective magnetic anomaly.
Figure 6: Far East target soils grid
New target identified – new potential 400m x 150m parallel trend
Quarterback's review, reprocessing and reinterpretation of publicly available geophysics datasets, lead to the identification of an exploration target, 1km east of Cutler based on magnetic interpretation.
Remote sensing regolith mapping confirmed that the area was amenable to soils sampling as a first pass exploration tool. 27 samples were collected on 3 lines covering the magnetic target on a 50m x 200m grid.
The northernmost line retuned two samples with +10ppb Au, the central line returned another two samples with +10ppb Au and finally the southern line displays a single point anomaly over 10ppb Au.
All those samples are aligned along a NNE-SSW trend, coincident with the regional geology orientation and parallel to the known Cutler trend.
Riversgold is particularly excited by the combination of both geophysics and geochemistry defining a new target, only 1km east of Cutler, on a parallel trend showing how underexplored the area is despite multiple campaigns conducted over the past decades by previous explorers.
Cutler Drilling Program
In December 2020, the Company commenced a 1,500m RC drilling program at Cutler. Riversgold is using its access to the DetectORETM technology to scan through the drilling samples and optimize the assays process in order to fast track results.
DetectORETM allows the detection of low-level gold concentrations (down to ~10ppb) using a conventional portable XRF analyser. PPPB is developing the technology and Riversgold will have the highest priority to the technology and will be the first junior explorer to gain access to the many gold sponsor benefits, including field trials and a large number of the single shot consumables ("widgets") used by the technique. DetectORETM can be used on all types of samples as a first pass qualitative filter and a selection tool for samples prior to the costly use of conventional assay techniques.
Riversgold sees a tremendous amount of value in being able to obtain a qualitative result in the field and less than 24hours after collection of the samples. The quick turnaround time and portability mean that sampling programs can be extended, infilled, redirected whilst sampling crews are still in the field, saving the substantial mobilization and demobilisation costs.
Figure 7: Portable PPB mobile facility near Cutler
A new 3D interpretation of the available drilling data by Quarterback and Riversgold staff has identified a northerly to northeasterly plunge to the mineralisation. The new data views and interpretation indicate that mineralisation is more likely to be dipping to the east and that most of the previous drilling was completed from west to east and thus would have failed to adequately test the mineralised structures.
During the 2018 drill program, the most northerly hole (CURC0006) failed to intercept mineralisation and would appear to close out the Cutler mineralised structure to the north. However, using the new interpretation and insights it seems likely that CURC0006 was drilled above the high grade shoot and hence did not intercept mineralisation. The new drilling will test this hypothesis along with other concepts and down plunge and dip extensions.
The Cutler prospect was identified in the late 1990's by a single point soil anomaly on broad spaced regional lines. RAB and aircore drilling further defined a 500m long mineralised corridor with values in the oxide zone returning best intercepts of:
• 10m at 11.0g/t Au
• 6m at 11.1g/t Au
• 4m at 5.3g/t Au
• 1m at 19.0g/t Au
• 3m at 6.18 g/t Au
Recent Reverse Circulation (2018) drilling into the fresh rock returned intercepts of:
- 1m at 62.3g/t Au • 3m at 2.2g/t Au
- 2m at 3.9 g/t Au • 10m at 1.3g/t Au
Riversgold's 8 hole program is aimed at following the Cutler high grade mineralisation down dip and down plunge to the north chasing a potential combination of both grade and width in a zone of coalescing high-grade shoots.
Figure 8: Cutler long section with existing drilling, interpreted mineralised zones, new target area and planned drillholes
The combination of existing high grade mineralisation identified in previous drilling and the newly identified potential footprint of the system ranked Cutler high on the priority list of prospects to be drilled. The new target, down-plunge from known mineralisation has an estimated depth of 150m to 200m and needed drilling to be appropriately tested.
Figure 9: Broader Cutler area with newly identified and confirmed surface geochemistry anomalies with existing and current planned drilling.
During the June 2021 quarter, results were received from the gold assay carried out over 4m composites with the best results being:
- 4m at 0.31g/t Au from 188m
- 4m at 0.52g/t Au from 148m
- 8m at 0.95g/t Au including 4m at 1.68g/t Au from 172m
- 8m at 0.23g/t Au from 172m
- 4m at 0.44g/t Au from 160m
- 4m at 0.29g/t Au from 172m
- 4m at 1.44g/t Au from 192m
72 samples, being 1m sections from the RC drilling have been sent for gold assays. Once these results are available, then an assessment and reconciliation between the RC drilling reported in June 2018 and the current drilling results will be completed.
As a result of this current drill program, the Cutler target (LGE0026) will be lowered as a priority. The second target at Cutler, namely LGE027 remains a lower priority target.
3D Seismic Survey at Queen Lapage
The Company undertook a 2km2 (4km x 500m) 3D seismic survey at the Queen Lapage prospect with the aim of the survey being to understand the structural architecture of Queen Lapage under Lake Yindarlgooda.
The seismic survey was conducted using lightweight and highly portable equipment reducing considerably the set-up, movement and surface impact of the data collection. The net result is a marked reduction in the 3D seismic survey costs. Riversgold expects the 3D geometry and geological targeting information resulting from the survey to supplement existing and future drill data and targeting.
This survey is part of Riversgold commitment to use innovative methods to confidently, rapidly and cost-efficiently explore the Kurnalpi Project.
Figure 10: 3D Seismic survey lines location map with historical aircore drilling result
The 3D seismic survey was conducted at the southern end of the Queen Lapage prospect, over an area of coincident magnetic and geochemical anomalies with 2019 aircore drill results up to 1.49g/t Au in a potentially depleted regolith environment due to the saline conditions.
Queen Lapage is a prospect characterized by 12km of strike length of major faults including the productive Randall Shear underlined by geochemical and magnetic anomalies.
The early expectation was to be able to, at least, image the bottom of the salt-lake and identify first order structures in the first 200-300m below surface. The results exceeded expectation with high quality data and clear signal allowing imaging of the subsurface to depths of ~1,000m.
The ability to visualize the geological structure and zones of potential alteration allows for better design of drillholes. The 3D seismic survey results provided Riversgold with the earliest indication of geological dips, fault positions and thus early guidance as to required drill orientation, targets and directions to chase mineralisation in the follow-up to the existing, and any future significant, drill intercepts.
Figure 11: 3D bloc view of Queen Lapage with 2019 aircore drilling, magnetics and interpreted seismic section.
An aircore drilling campaign conducted in February 2019 on Lake Yindarlgooda returned many anomalous results with values up to 1.49g/t Au. Those values are even more significant in a salt-lake environment as gold is soluble through the formation of gold chloride complexes meaning that saline environments usually display very low surface anomalism, typically under 10ppb.
The 2019 aircore campaign was widespaced (200m x 800m limited to the flat lake surface areas) and covered a large 12km strike length of the magnetic anomaly.
Preliminary interpretation of the central seismic section identified a complex structural framework with major deeply seated structures and a multitude of second and third order splays indicating a potentially highly fertile environment.
The low noise / high quality data also allowed for the identification of attenuation zones, potentially related to alteration zones.
The main central seismic section perfectly shows both major fault/shear zones and a network of second and lower order fault zones. Blue lines in the figures above and below represent all the interpreted and undifferentiated structures from analysis of reflectors.
Figure 12: Interpreted seismic cross section from Queen Lapage (reflectors interpretation)
Figure 13: Schematic highlight of first order structures underlining major deep-seated faults (fluid conduits)
Figure 15: Schematic highlight of second and third order structures underlining the great number of faults (fluid traps)
The seismic data shows multiple second order splays from the main fault zones. Usually, those second or lower order splays represent preferential pathways and traps for ascending fluids and are some of the best hosts for economic mineralisation.
In addition to the main structures, the seismic data clearly shows zones of signal attenuation.
Signal attenuation is due to the geology slowing down seismic waves, reducing the transmission of vibrations between geological units. Those zones are of prime importance as they can indicate the presence of alteration which is often synonymous with mineralisation (see below figure).
Figure 16: Seismic section with interpreted faults and potential alteration zones
The survey resulted in considerably better than expected depth penetration. Despite the low energy source used, the signal was of high quality and the seismic profile shows clear reflectors to at least 1,000m below surface. Importantly for drill targeting, the top 200-300m of the section is particularly clear and high quality delivering clear on-screen visualization of faults and potential hydrothermal alteration zones. The thick of the lake sediments is clearly visible.
A second seismic program at Queen Lapage has only been half completed. The program was disrupted by the early rains from the remnants of Tropical Cyclone Seroja in mid April 2021. Subsequent to that, the gold fields and Western Australia have experienced an especially wet winter rainfall which means that access to Lake Yindarlgooda is still not possible.
Queen Lapage Diamond Drilling Program
In March 2021, Riversgold announced the start of a 3,000m diamond drilling program at Queen Lapage.
An initial 8 holes of at least 300m deep each have been designed to test a series of targets combining geochemical and magnetic anomalism with structures visible on the 3D seismic section.
The choice of diamond drilling was driven by two main factors, the rig used is a lightweight diamond rig capable to easily reach planned depth with a small footprint on the salt-lake, and oriented diamond core will provide the best possible geological information.
While the detailed multi-element analysis is still awaited, the mineralization visible within the drill core is very encouraging. This is a big system with deep tapping, structural fluid pathways capable of generating large mineralized systems.
Figure 17: Diamond drilling, Lake Yindarlgooda, March 2021
Figure 18: Oblique view with completed drilling against interpreted seismic section, magnetics and 2019 aircore drilling.
Alaskan Gold Assets
Riversgold is working with Mamba Minerals LLC to divest 100% of its interests in the Southwest of Alaska, USA. The projects are located at the western end of the Tintina Gold Province, which hosts the giant 45 million-ounce Donlin Creek gold deposit, along with other intrusion-related gold (IRG) deposits such as Fort Knox, Pogo and Livengood to name a few.
No work was completed by the Company during the year.
South Australian Assets
One of the first activities of Quarterback after its appointment was to review the Burt Lagoon prospect data which was due for a compulsory 50% reduction of the tenement size at renewal. An inversion of the existing magnetic and gravity data for the area was conducted and an interpretation produced. Following the results of the interpretation the Company decided to relinquish the Burt Lagoon tenement.
The Company is carrying out a strategic review of the remaining South Australian assets at Churchill Dam with the assistance of Quarterback. This follows the recent success for deep IOCGU exploration targets in the Gawler Craton. Both Peter Williams and Dr Marat Abzalov of Quarterback have an extensive and deep understanding of exploration for IOCGUs in the Gawler Craton from their previous senior management roles with WMC. The Company has applied for a renewal of its Churchill Dam exploration tenement.
Competent Person's Statement
The information in this document that relates to Exploration Results is based on information compiled by Mr Xavier Braud, a Competent Person who is a Member of The Australian Institute of Geoscientists (AIG). Mr Braud is Executive Director of Riversgold Ltd. and a consultant to the Company. Mr Braud holds shares and options in the Company. Mr Braud has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Braud consents to the inclusion in this announcement of the matters based on this information in the form and context in which it appears. The Company confirms that there have been no material changes to the information since it was first reported.
Corporate Governance
Riversgold Ltd's Corporate Governance Statement for FY2021 is available on the Company's website.
Financial Statements FY2021
The Directors present their report on Riversgold Limited (the Company) and the entities it controlled (the Group) for the year ended 30 June 2021.
Directors
The names of Directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.
Simon Andrew B Science (Chemistry) Hons Non-executive Chairman – Appointed 28 August 2019
Mr Andrew has over 20 years' experience in financial markets in Asia and Australia. Previously he has held senior management positions at various global investment banks. These roles included leading the equity sales desk for BNP Paribas for the ASEAN region and heading the Refining and Petrochemicals sector research team at Deutsche Bank in Asia.
He was responsible for securing the financing for the purchase of the Tennant Creek assets for Emmerson Resources (ASX:ERM) and arranging the IPO in 2007.
Other Listed Company Directorships: Mamba Exploration Limited (from 23 September 2020) Lotus Resources Limited (from 1 January 2019 – 26 June 2020)
Xavier Braud MSc, B Science (Hons) MAIG Executive Director – Appointed 10 June 2020
Mr Braud is an experienced Geologist and mining analyst with over 15 years' experience in a broad range of deposits and commodities. His geological experience spans the whole spectrum of geology from greenfield exploration to resource definition and extension.
For the past three years Mr Braud has been a Resources/Mining Analyst at Patersons Securities Limited and Canaccord Genuity covering small and micro-caps ASX listed resources companies. This role involved researching companies at both technical and financial level.
Other Listed Company Directorships: nil
Simon Bolster B Science (Geography with Geology 1st Class) Hons Non-Executive Director – Appointed 24 June 2020
Mr Simon Bolster is a former Senior Manager at Newmont in charge of regolith geochemistry and remote sensing globally. Former Head of Exploration for Gryphon Minerals. More recently, Mr Bolster designed and managed greenfields exploration across West Africa, leading to multi-million-ounce gold discoveries on the Hounde and Loumana greenstone belt in Burkina Faso by Gryphon/Teranga Gold Corp. He is highly experienced in designing and managing geochemical programs in tropical and deeply weathered terrains.
Mr Bolster is regarded as one of the pre-eminent experts in applied regolith exploration geochemistry and has extensive experience exploring for gold in the Eastern Goldfields of WA working for Placer Dome and Normandy Exploration in the 1990-2000s. He was responsible for managing the geotechnical team in support of the drill out and feasibility studies at the 1Moz Mount Monger gold discovery (now a mine operated by Silverlake) adjacent to Riversgold's tenements.
Other Listed Company Directorships: African Gold Limited (from 23 February 2021)
Oonagh Malone Company Secretary – Appointed 4 January 2021
Ms Malone is a principal of a corporate advisory firm which provides company secretarial and administrative services. She has over 10 years' experience in administrative and company secretarial roles for listed companies and is a member of the Governance Institute of Australia. She currently acts as company secretary for ASX-listed African Gold Ltd, Aston Minerals Limited, Benz Mining Corp, Caprice Resources Limited, Carbine Resources Limited, Hawkstone Mining Limited and RareX Limited. She is a non-executive director of Peak Minerals Limited.
Former Director and Company Secretary Information
Justin Boylson
Executive Director – Appointed 28 August 2019, Resigned 28 August 2020
Mr Boylson is an experienced commodity trader and resource project manager with over 25 years' experience. He has an extensive resource and commodity-based knowledge of Australia, South East and North Asia and their markets. Mr Boylson commenced his career in the international trade and commodity markets after time in the Australian Army. He worked for Brickworks Limited in various senior managerial positions including Regional Export Manager, Project Manager (WA) and Regional Director (Middle East). Mr Boylson joined Sinosteel Australia Pty Ltd in 2006 where he was responsible for the day to day running of the trade desk. In 2008 he joined Tennant Metals as its Western Australia and Bulk Commodity General Manager. Mr Boylson was responsible for several high profile off-take transactions and was also involved in the start-up of several mining and recovery projects in Australia, the USA and Asia.
Other Listed Company Directorships: Mamba Exploration Limited (from 23 September 2020) Manuka Resources Ltd (from 31 January 2019 to 17 March 2020)
Amanda Burgess – B.Econs CPA Company Secretary – Appointed 20 December 2019, Resigned 4 January 2021
Ms Burgess is a finance professional with over 25 years' experience in accounting and company administration. Ms Burgess holds a Bachelor of Economics from the University of Western Australia and is a CPA with the Australian Society of Certified Practicing Accountants. Ms Burgess currently holds CFO and Company Secretary positions with other Australian companies.
Directors' Interests
As at the date of this report the Directors' interests in shares and unlisted options of the Company are as follows:
| Director | Directors' Interests inOrdinary Shares | Directors' Interests inUnlisted Options | Options vested at thereporting date |
|---|---|---|---|
| S Andrew | 4,333,333 | 7,666,665 | 5,666,665 |
| X Braud | 2,272,000 | 7,135,999 | 7,135,999 |
| S Bolster | 3,350,000 | 6,000,000 | 6,000,000 |
Directors' Meetings
The number of meetings of the Company's Directors held during the year ended 30 June 2021, and the number of meetings attended by each Director are as follows:
| Director | Board of Directors' Meetings | ||
|---|---|---|---|
| Eligible to AttendAttended | |||
| S Andrew | 7 | 7 | |
| X Braud | 7 | 7 | |
| S Bolster | 7 | 6 | |
| J Boylson | 1 | 1 |
Principal Activities
The principal activity of the Group during the financial year consisted of mineral exploration in respect of its gold projects in Australia.
Results of Operations
The consolidated loss after income tax for the financial year was $1,634,151 (2020: $1,661,033).
Review of Operations
During the year, the Company continued its exploration programs on the Kurnalpi Project located in Western Australia including conducting soil sampling, a seismic survey and drill programs. The Company continued the divestment process for its Alaskan asset.
Financial Position
At the end of the financial year the Group had $294,434 (2020: $1,278,101) in cash and at call deposits. Capitalised mineral exploration and evaluation expenditure at 30 June 2021 was $4,678,755 (30 June 2020: $4,853,257).
Significant Changes in the State of Affairs
Other than referred to in this report, there were no other significant changes in the state of affairs of the Company during the year.
Options over Unissued Capital
Unlisted Options
During the financial year, the Company had the following share option issues:
- 69,659,090 free attaching share options with an exercise price of $0.03 and expiry date of 12 August 2023 were issued on 12 August 2020 for no further consideration to participants in the capital raising. 12,720,298 of these options were exercised during the year, as shown in Note 17c), leaving 56,938,792 of these options on issue at 30 June 2021.
- 10,000,000 share options, with an exercise price of $0.03 and expiring 12 August 2023 were issued to Hartleys for advisory services on 12 August 2021 following shareholder approval on 6 August 2020.
- A total of 12,000,000 Director options were issued to Mr Braud and Mr Bolster on 12 August 2020 following shareholder approval on 6 August 2020. These options were initially recognised at 30 June 2020 for financial accounting purposes, but revalued for financial accounting purposes on 6 August 2020.
- 3,000,000 share options were issued and granted to a consultant on 8 March 2021 with an exercise price of $0.081 and expiry date of 12 August 2023. These options vested immediately.
Options over Unissued Capital (continued)
• 1,000,000 share options were issued and granted to an employee on 5 February 2021 with an exercise price of $0.08 and expiry date of 5 February 2024. These options vested immediately.
As at the balance date, 100,058,792 unissued ordinary shares are under option as follows:
| Date Granted or issued | Number | Exercise price | Expiry date |
|---|---|---|---|
| 15 May 2017 | 3,000,0001 | 20 cents | 15 May 2022 |
| 1 March 2019 | 120,0001 | 9 cents | 28 February 2023 |
| 28 November 2019 | 14,000,0002 | 0.1 cents | 4 December 2022 |
| 12 August 2020 | 56,938,7921 | 3 cents | 12 August 2023 |
| 12 August 2020 | 10,000,0001 | 3 cents | 12 August 2023 |
| 12 August 2020 | 2,000,0001 | 4.9 cents | 12 August 2023 |
| 12 August 2020 | 2,000,0001 | 5.7 cents | 12 August 2023 |
| 12 August 2020 | 2,000,0001 | 7.6 cents | 12 August 2023 |
| 12 August 2020 | 2,000,0001 | 7 cents | 12 August 2023 |
| 12 August 2020 | 2,000,0001 | 8.1 cents | 12 August 2023 |
| 12 August 2020 | 2,000,0001 | 10.8 cents | 12 August 2023 |
| 5 February 2021 | 1,000,0001 | 8 cents | 5 February 2024 |
| 8 March 2021 | 3,000,0001 | 8.1 cents | 12 August 2023 |
| Total | 100,058,792 |
1Options have vested at the date of this report.
2 12,000,000 options of the 14,000,000 have vested at the date of this report and 2,000,000 have not vested.
A total of 16,720,298 share options were exercised during the year:
- 12,720,298 share options with an exercise price of $0.03, that were issued to investors in 2021, for a total amount received of $381,609, and
- 4,000,000 share options with an exercise price of $0.001 that were issued to now former directors in 2020, for a total amount received of $4,000.
Options do not entitle the holder to participate in any share issue of the Company or any other body corporate. The holders of unlisted options are not entitled to any voting rights until the options are exercised into ordinary shares.
Subsequent to the balance date, the following share options were issued and granted on 7 July 2021 to the Group's new CEO, Julian Ford:
- 2,000,000 options with an exercise price of $0.048 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.055 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.074 and expiry date of 7 July 2024.
Issued Capital
| Number of Shares on Issue | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Ordinary fully paid shares | 404,042,196 | 312,775,951 |
Issued Capital (continued)
During the financial year the Company issued 91,266,245 shares as per below:
| Type | Cents perShare | No ofShares |
|---|---|---|
| Shares issued under a Share Placement on 12 August 2020. the Companycompleted Tranche 2 of the placement announced on 19 May 2020 and issued73,795,057 shares with one free attaching option for every two shares issued,being 69,659,091 options with an exercise price of $0.03 expiry 12/8/2023 | 0.011 | 73,795,947 |
| Issue of shares on exercise of options | 0.03 | 12,720,298 |
| Issue of shares on exercise of options by a former director | 0.001 | 4,000,000 |
| Issue of shares in consideration for option to acquire tenements | 0.06 | 750,000 |
There are no unpaid amounts on the shares issued.
Issue of Performance Rights
Quarterback Performance Rights
Shareholders granted approval on 6 August 2020 for the issue of 50,000,000 performance rights to Quarterback Geological Consultants Pty Ltd ("Quarterback") as consideration for geological strategy and consultancy services to be provided. The Quarterback Performance Rights will convert into shares on a one for one basis on achievement of the following milestones, or lapse if performance milestones are not met within 5 years of the commencement date:
| Class | PerformanceRights Award | Performance Milestone |
|---|---|---|
| Class A | 25,000,000 | The Company makes an announcement, resulting from Quarterback'sperformance of the identifying Services, of a JORC inferred resource of250koz of gold or gold equivalent, in relation to a Qualifying Project, onthe ASX announcements platform on or before the Expiry Date. |
| Class B | 25,000,000 | The Company makes an announcement, resulting from Quarterback'sperformance of the identifying Services, of a JORC inferred resource of500koz of gold or gold equivalent, in relation to a Qualifying Project, onthe ASX announcements platform on or before the Expiry Date. |
Employee Performance Rights
The Company granted and issued on 5 February 2021 3,000,000 performance rights to an employee under the Employee Security Incentive Plan. The Employee Performance Rights will convert into shares on a one for one basis on achievement of the following milestones, or lapse if performance milestones are not met by the expiry dates:
| Class | PerformanceRights Award | Performance Milestone |
|---|---|---|
| Class A | 1,500,000 | Announcement of a JORC inferred resource of 250koz Au or equivalent onor before the Expiry Date of 5 February 2026. |
| Class B | 1,500,000 | Announcement of a JORC inferred resource of 500koz Au or equivalent onor before the Expiry Date of 5 February 2026. |
Dividends
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year.
Matters Subsequent to the End of the Financial Year
On 7 July 2021 the Company announced the appointment of Chief Executive Officer Julian Ford with a base salary of $150,000 plus statutory superannuation with a 3 month minimum termination period. The Company granted and issued 6,000,000 options to Mr Ford with the following terms:
- 2,000,000 options with an exercise price of $0.048 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.055 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.074 and expiry date of 7 July 2024.
On 20 July 2021 the Company announced amendment to the Alaskan asset sale agreement for the following remaining payment terms:
- $USD250,000 receivable by 26 July 2021 (received and cleared on 20 July 2021;
- $USD300,000 on 31 August 2021 ($USD150,000 of this received as at date of this report);
- $USD450,000 receivable on 30 September 2021;
- An uncapped gross revenue royalty of 1.5% on all minerals produced from the Alaskan tenements;
- $USD1,000,000 payable on the definition of an inferred mineral resource of 500,000 oz Au; and
- $USD1,000,000 payable on the definition of an inferred mineral resource of 1,000,000 oz Au.
Other than started above there has not arisen between the end of the financial year and the date of this report any item of a material and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years.
Likely Developments and Expected Results of Operations
The Company expects to continue its exploration programs at the Kurnalpi gold project in Western Australia.
Disclosure of any further information has not been included in this report because, in the reasonable opinion of the Directors to do so would be likely to prejudice the business activities of the Group and is dependent upon the results of the future exploration and evaluation.
Environmental Regulation and Performance
The Group holds various exploration licences and permits to regulate its exploration activities. These licences include conditions and regulations with respect to the rehabilitation of areas disturbed during the course of its exploration activities.
As far as the Directors are aware, all exploration activities have been undertaken in compliance with all relevant environmental regulations.
Remuneration Report (Audited)
Remuneration paid to Directors and Officers of the Company is set by reference to such payments made by other ASX listed companies of a similar size and operating in the mineral exploration industry. In addition, reference is made to the specific skills and experience of the Directors and Officers.
Details of the nature and amount of remuneration of each Director, and other Key Management Personnel if applicable, are disclosed annually in the Company's Annual Report.
Remuneration Committee
The Board has adopted a formal Remuneration Committee Charter which provides a framework for the consideration of remuneration matters.
The Company does not have a separate remuneration committee and as such all remuneration matters are considered by the Board as a whole, with no member deliberating or considering such matter in respect of their own remuneration.
In the absence of a separate Remuneration Committee, the Board is responsible for:
-
- Setting remuneration packages for Executive Directors, Non-executive Directors and other Key Management Personnel; and
-
- Implementing employee incentive and equity based plans and making awards pursuant to those plans.
Non-executive Remuneration
The Company's policy is to remunerate Non-executive Directors, at rates comparable to other ASX listed companies in the same industry, for their time, commitment and responsibilities.
Non-executive Remuneration is not linked to the performance of the Company, however to align Directors' interests with shareholders' interests, remuneration may be provided to Non-executive Directors in the form of equity based long term incentives.
-
- Fees payable to Non-executive Directors are set within the aggregate amount approved by shareholders at the Company's Annual General Meeting;
-
- Non-executive Directors' fees are payable in the form of cash and superannuation benefits;
-
- Non-executive superannuation benefits are limited to statutory superannuation entitlements; and
-
- Participation in equity based remuneration schemes by Non-executive Directors is subject to consideration and approval by the Company's shareholders.
The maximum Non-executive Directors fees, payable in aggregate are currently set at $200,000 per annum.
Executive Director and Other Key Management Personnel Remuneration
Executive remuneration consists of base salary, plus other performance incentives to ensure that:
-
- Remuneration packages incorporate a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the Company's circumstances and objectives; and
-
- A proportion of remuneration is structured in a manner to link reward to corporate and individual performances.
Executives are offered a competitive level of base salary at market rates (based on comparable ASX listed companies) and are reviewed regularly to ensure market competitiveness. To date the Company has not engaged external remuneration consultants to advise the Board on remuneration matters.
Incentive Plans
The Company provides long term incentives to Directors and Employees pursuant to the Riversgold Incentive Option Plan, which was last approved by shareholders on 28 April 2017.
Remuneration Report (continued)
The Board, acting in remuneration matters:
-
- Ensures that incentive plans are designed around appropriate and realistic performance targets and provide rewards when those targets are achieved;
-
- Reviews and approves existing incentive plans established for employees; and
-
- Approves the administration of the incentive plans, including receiving recommendations for, and the consideration and approval of grants pursuant to such incentive plans.
Engagement of Non-executive Directors
Non-executive Directors conduct their duties under the following terms:
-
- A Non-executive Director may resign from his/her position and thus terminate their contract on written notice to the Company; and
-
- A Non-executive Director may, following resolution of the Company's shareholders, be removed before the expiration of their period of office (if applicable). Payment is made in lieu of any notice period if termination is initiated by the Company, except where termination is initiated for serious misconduct.
In consideration of the services provided by Mr Simon Andrew as Non- Executive Chairman, Mr Andrew is paid a fee of $70,000 per annum.
In consideration of the services provided by Mr Simon Bolster as Non-executive Director, Mr Bolster is paid a fee of $30,000 per annum.
Shareholder approval was received on 6 August 2020 for Mr Bolster to receive 6,000,000 options in the Company's incentive scheme with the following conditions. These options were initially valued at $402,883 for accounting purposes on 30 June 2020 as Mr Bolster had already commenced providing services with respect to these options. This amount was recognised in the 2020 financial report. These options were valued at a total of $306,160 when they were granted with shareholder approval. The decline in value of ($96,723) is consequently the amount recognised for accounting purposes in 2021 for Mr Bolster's options.
| Number and recipient | Exercise Price | |
|---|---|---|
| Tranche 1 | 2,000,000 to Mr Bolster (or his nominee) | $0.070 each |
| Tranche 2 | 2,000,000 to Mr Bolster (or his nominee) | $0.081 each |
| Tranche 3 | 2,000,000 to Mr Bolster (or his nominee) | $0.108 each |
Non-executive Directors are also entitled to fees for other amounts as the Board determines where they perform special duties or otherwise perform extra services or make special exertions on behalf of the Company.
Remuneration Report (continued)
Engagement of Executive Directors
On 28 August 2019, the Company entered into an executive service agreement with Mr Justin Boylson on the following material terms and conditions:
Mr Boylson received a base salary of $150,000 per annum plus statutory superannuation for 60% of his time. Shareholder approval was received on 28 November 2019 for granting 6,000,000 options in the Company's incentive scheme based on the achievement of specified objectives and milestones which were set as
| Vesting Conditions | |
|---|---|
| Tranche 1 | Subject to 24 months of continuous service as a Director after following grant of theOptions. |
| Tranche 2 | Subject to the Company announcing that it has entered into a farm-in agreement witha minimum investment of $3,000,000 in relation to the Company's non-WA assets. |
| Tranche 3 | Subject to the Company achieving a volume weighted average share price of at least$0.04 calculated over any 20 day trading period after the issue of the Options. |
Either party was permitted to terminate the agreement by providing 3 months' notice in writing. Mr Boylson resigned effective 28 August 2020. Tranche 1 of Mr Boylson's options became incapable of vesting following his resignation, but Tranches 2 and 3 vested during 2021.
The Company entered into an executive service agreement with Mr Xavier Braud on 10 June 2020 on the following material terms and conditions:
Mr Braud receives a base salary of $30,000 per annum as a director. The Company also implemented a consulting agreement for additional fees to perform special duties outside the scope of the ordinary duties of a director, this consulting agreement is for a further $30,000 per annuum.
Shareholder approval was received on 6 August 2020 for Mr Braud to receive 6,000,000 options in the Company's incentive scheme with the following conditions. These options were initially valued at $413,535 for accounting purposes on 30 June 2020 as the grantee had already commenced providing services with respect to these options. This amount was recognised in the 2020 financial report. These options were valued at a total of $314,660 when they were granted with shareholder approval. The decline in value of ($98,875) is consequently the amount recognised for accounting purposes in 2021 for Mr Braud's options.
| Number and recipient | Exercise Price | |
|---|---|---|
| Tranche 1 | 2,000,000 to Mr Braud (or his nominee) | $0.049 each |
| Tranche 2 | 2,000,000 to Mr Braud (or his nominee) | $0.057 each |
| Tranche 3 | 2,000,000 to Mr Braud (or his nominee) | $0.076 each |
Remuneration Report (Continued)
Appointment of Chief Executive Officer
On 7 July 2021 the Company appointed Chief Executive Officer, Julian Ford, with a base salary of $150,000 per annum plus statutory superannuation with a 3 month minimum termination period or payment in lieu of notice.
On 7 July 2021, the Company granted and issued 6,000,000 options to Mr Ford with the following terms:
- 2,000,000 options with an exercise price of $0.048 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.055 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.074 and expiry date of 7 July 2024.
Short Term Incentive Payments
Each year, the Non-executive Directors set the Key Performance Indicators (KPIs) for Executive Directors. The KPIs are chosen to align the reward of the individual Executives to the strategy and performance of the Company.
Performance objectives, which may be financial or non-financial, or a combination of both, are weighted when calculating the maximum short term incentives payable to Executives. At the end of the year, the Nonexecutive Directors will assess the actual performance of the Executives against the set Performance Objectives. The maximum amount of the Short Term Incentive, or a lesser amount depending on actual performance achieved is paid to the Executives as a cash payment.
No Short-Term incentives are payable to Executives where it is considered that the actual performance has fallen below the minimum requirement.
Shareholding Qualifications
The Directors are not required to hold any shares in Riversgold under the terms of the Company's constitution.
Group Performance
In considering the Company's performance, the Board will provide the following indices in respect of the current financial year and the previous financial period:
| 2021 | 2020 | 2019 | 2018 | |
|---|---|---|---|---|
| Loss for the period attributable toshareholders | $1,634,151 | $1,661,033 | $3,856,352 | $7,387,689 |
| Closing share price at 30 June | 3.5 cents | 7.8 cents | 2 cents | 11 cents |
As an exploration entity the Board does not consider the profit/(loss) attributable to shareholders as one of the performance indicators when implementing Short Term Incentive Payments.
In addition to technical exploration success, the Board considers the effective management of safety, environmental and operational matters and successful management and acquisition and consolidation of high quality landholdings, as more appropriate indicators of management performance for respective financial years.
Remuneration Report (Continued)
Remuneration Disclosures
During the financial year, the Key Management Personnel of the Company have been identified as:
| Mr Simon Andrew | Non-executive Chairman (full year) |
|---|---|
| Mr Xavier Braud | Executive Director (full year) |
| Mr Simon Bolster | Non-executive Director (full year) |
| Mr Justin Boylson | Executive Director (1 July 2020 – 28 August 2020) |
The details of the remuneration of each Director and member of Key Management Personnel of the Company is as follows:
| ShortTermBenefits | PostEmploymentBenefits | Other LongTerm Benefits | |||
|---|---|---|---|---|---|
| 30 June 2021 | BaseSalary$ | SuperannuationContributions$ | Share Options2$ | Total$ | ProportionPerformanceRelated % |
| Simon Andrew | 70,000 | - | 40,117 | 110,117 | 36 |
| Xavier Braud1 | 60,000 | - | (98,875) | (38,875) | 3- |
| Simon Bolster | 30,000 | - | (96,723) | (66,723) | 3- |
| Justin Boylson | 34,583 | 3,286 | 23,234 | 61,103 | 38% |
| Total | 194,583 | 3,286 | (132,247) | 65,622 | 3- |
1 Includes consultancy fees amounting to $30,000.
2 The fair value of Options issued as remuneration is calculated using a Black-Scholes Option Pricing model with the fair value allocated to each reporting period to vesting date.
3 No performance related proportion is given because negative amounts recognised for share based payments for the year, calculated in accordance with accounting standards, would make such proportion nonsensical.
Remuneration Report (Continued)
| ShortTermBenefits | PostEmploymentBenefits | Other LongTerm Benefits | |||
|---|---|---|---|---|---|
| 30 June 2020 | BaseSalary | SuperannuationContributions | Share Options3 | Total | ProportionPerformance |
| $ | $ | $ | $ | Related % | |
| Simon Andrew1 | 65,329 | - | 13,407 | 78,736 | - |
| Xavier Braud2 | 3,333 | - | 413,536 | 416,869 | - |
| Simon Bolster | 583 | - | 402,883 | 403,466 | - |
| Justin Boylson | 124,593 | 11,875 | 13,407 | 149,875 | - |
| Michael Davy | 25,185 | - | 13,407 | 38,592 | - |
| Rod Webster | 16,505 | - | 3,128 | 19,633 | - |
| Aaron Colleran | 21,130 | - | - | 21,130 | - |
| Kevin Hart | 14,600 | - | - | 14,600 | - |
| Total | 271,258 | 11,875 | 859,768 | 1,142,901 | - |
1 Includes consultancy fees amounting to $40,000.
2 Includes consultancy fees amounting to $1,667.
3 The fair value of Options issued as remuneration is calculated using a Black-Scholes Option Pricing model with the fair value allocated to each reporting period to vesting date.
Share and Options Granted as Remuneration
The following Options were initially recognised for Messrs Xavier Braud and Simon Bolster on 24 June 2020 upon signing as directors. These options were subject to shareholder approval on 6 August 2020 and were subsequently issued on 12 August 2020. These options were initially valued at 30 June 2020 and recognised in 2020, before being revalued when granted by shareholders on 6 August 2020.
| Number and Recipient | ExercisePrice | Fair Value perOption as at 30June 2020 | Fair Value perOption as at 6August 2020 | |
|---|---|---|---|---|
| Tranche 1 | 2,000,000 to Mr Braud (or his nominee) | $0.049 | $0.0698 | $0.05318 |
| Tranche 2 | 2,000,000 to Mr Braud (or his nominee) | $0.057 | $0.0692 | $0.05264 |
| Tranche 3 | 2,000,000 to Mr Braud (or his nominee) | $0.076 | $0.0678 | $0.05151 |
| Tranche 4 | 2,000,000 to Mr Bolster (or his nominee) | $0.070 | $0.0682 | $0.05185 |
| Tranche 5 | 2,000,000 to Mr Bolster (or his nominee) | $0.081 | $0.0674 | $0.05125 |
| Tranche 6 | 2,000,000 to Mr Bolster (or his nominee) | $0.108 | $0.0658 | $0.04998 |
All these options vested immediately and are exercisable at the prices given and expire on 12 August 2023.
Remuneration Report (Continued)
Exercise of Options Granted as Remuneration
During the year, 4,000,000 ordinary shares were issued on exercise of 4,000,000 options previously granted as remuneration to a previous Directors of the Company. No other shares were issued on exercise of options previously granted as remuneration to Directors or Key Management Personnel of the Company.
The following options lapsed, expired or became un-exercisable during the year:
- 4,000,000 options with an exercise price of $0.001, and a former expiry date of 4 December 2022, that were issued to now former directors during 2020, who resigned before the end of the 24 month vesting periods.
- 18,750,000 share options granted on 3 July 2017 and 26 September 2017 with an exercise price of $0.20 and an expiry date of 10 October 2020.
Equity instrument disclosures relating to key management personnel
Option holdings
Key Management Personnel have the following interests in unlisted options over unissued shares of the Company.
| 2021 | Balance atstart of theperiod | Receivedduring theperiod asremuneration | Other changesduring theperiod(i) | Balance at theend of theperiod(ii) | Vested andexercisable at30.06.2021(ii) |
|---|---|---|---|---|---|
| Directors | |||||
| Simon Andrew | 6,000,000 | - | 1,666,665 | 7,666,665 | 5,666,665 |
| Xavier Braud | - | 6,000,000 | 1,135,999 | 7,135,999 | 7,135,999 |
| Simon Bolster | - | 6,000,000 | - | 6,000,000 | 6,000,000 |
| Justin Boylson | 6,000,000 | - | 1,666,666 | 7,666,666 | 5,666,666 |
(i) Other changes during the year relates to shares issued as part of a placement.
(ii) Balance at the end of the year or when a director ceased to be a director.
Shareholdings
The number of shares in the Company held during the financial period by key management personnel of the Company, including their related parties are set out below. There were no shares granted during the reporting period as compensation.
| 2021 | Balance at start ofthe year | Received duringthe year asremuneration | Other changesduring the year | Balance at the endof the year(i) |
|---|---|---|---|---|
| Directors | ||||
| Simon Andrew | 1,000,000 | - | 3,333,333(ii) | 4,333,333 |
| Xavier Braud | 1,151,165 | - | 1,120,835 | 2,272,000 |
| Simon Bolster | 3,350,000 | - | - | 3,350,000 |
| Justin Boylson | 2,000,000 | - | 3,333,333(ii) | 5,333,333 |
(i) Balance at the end of the year or when a director ceased to be a director.
(ii) Other changes during the year relates to shares issued as part of a placement.
Remuneration Report (Continued)
Loans made to key management personnel
No loans were made to key management personnel, including personally related entities during the financial year.
Loans from key management personnel
No loans were received from key management personnel, including personally related entities during the financial year.
Other transactions with key management personnel
During the year ended 30 June 2021, the Company incurred $160,868 for research sponsorship and mineral exploration services provided by Portable PPB Pty Ltd, an entity associated with Mr Simon Bolster. These services provided by Portable PPB Pty Ltd were done so at an arm's length basis and on normal commercial terms. $38,500 was owed to Portable PPB Pty Ltd at 30 June 2021.
End of Remuneration Report
Officers' Indemnities and Insurance
During the year the Company paid an insurance premium to insure certain officers of the Company. The officers of the Company covered by the insurance policy include the Directors named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their capacity as officers of the Company. The insurance policy does not contain details of the premium paid in respect of individual officers of the Company. Disclosure of the nature of the liability cover and the amount of the premium is subject to a confidentiality clause under the insurance policy.
The Company has not provided any insurance for an auditor of the Company.
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 Group, or to intervene in any proceedings to which the Company or Group 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 or Group with leave of the Court under section 237 of the Corporations Act 2001.
Non-audit Services
During the financial year HLB Mann Judd the Company's auditor, has not performed any other services in addition to their statutory duties.
Auditor's Independence Declaration
A copy of the Auditor's Independence Declaration as required under Section 307C of the Corporations Act 2001 is set out on the following page.
This report is made in accordance with a resolution of the Directors.
Dated at Perth this 30h day of September 2021.
Simon Andrew
Non-Executive Chairman
AUDITOR'S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Riversgold Ltd for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:
- a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- b) any applicable code of professional conduct in relation to the audit.
Perth, Western Australia 30 September 2021
D I Buckley Partner
Consolidated Statement of Profit or Loss and Other Comprehensive Income For the financial year ended 30 June 2021
| Note | Consolidated | |||
|---|---|---|---|---|
| Restated* | ||||
| 30 June 2021 | 30 June 2020 | |||
| $ | $ | |||
| Continuing operations | ||||
| Interest revenue | 5 | 2,502 | 1,260 | |
| Other income | 22,500 | 28,090 | ||
| Employee and director expenses | 5 | (230,654) | (351,648) | |
| Share based payment expense | (704,889) | (872,301) | ||
| Corporate expenses | (158,400) | (136,414) | ||
| Administration and other expenses | 5 | (485,885) | (257,284) | |
| Financing costs | (2,695) | (3,760) | ||
| Depreciation expense | 10 | (53,700) | (52,618) | |
| Exploration costs expensed and written off | 5 | (22,930) | (8,961) | |
| Loss before income tax | (1,634,151) | (1,653,636) | ||
| Income tax expense | 6 | - | - | |
| Loss after tax from continuing operations | (1,634,151) | (1,653,636) | ||
| Loss after tax from discontinued operations | 16 | - | (7,397) | |
| Loss for the year | (1,634,151) | (1,661,033) | ||
| Other comprehensive income, net of income | ||||
| tax | ||||
| Items that may be reclassified subsequently to | ||||
| profit or loss | ||||
| Exchange differences on translation of foreign | ||||
| operations | (243,060) | 104,058 | ||
| Total comprehensive loss for the year | (1,877,211) | (1,556,975) | ||
| Cents | Cents | |||
| Basicanddilutedlosspersharefrom | 29 | (0.42) | (0.85) | |
| continuing operations | ||||
| Basic and diluted loss per share | 29 | (0.42) | (0.85) | |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
* The comparatives have been restated for reclassification of Afranex (Alaska) Limited to held for sale, discontinued operation.
Consolidated Statement of Financial Position As at 30 June 2021
| Note | Consolidated | ||
|---|---|---|---|
| 30 June 2021 | 30 June 2020 | ||
| $ | $ | ||
| Current assets | |||
| Cash and cash equivalents | 7 | 294,434 | 1,278,101 |
| Trade and other receivables | 8 | 198,450 | 21,596 |
| Other current assets | 9 | 9,617 | 6,535 |
| Assets of disposal group | 16 | 2,011,242 | - |
| Total current assets | 2,513,743 | 1,306,232 | |
| Non-current assets | |||
| Property, plant and equipment | 10 | 20,066 | 55,312 |
| Right of use asset | 10 | 11,283 | 33,854 |
| Capitalised exploration and evaluation | |||
| expenditure | 11 | 4,678,755 | 4,853,257 |
| Total non-current assets | 4,710,104 | 4,942,423 | |
| Total assets | 7,223,847 | 6,248,655 | |
| Current liabilities | |||
| Trade and other payables | 13 | 611,963 | 293,535 |
| Employee leave liabilities | 14 | 7,931 | 2,487 |
| Lease liabilities | 15 | 14,556 | 20,777 |
| Liabilities of disposal group | 16 | 665,070 | - |
| Total current liabilities | 1,299,520 | 316,799 | |
| Non-current liabilities | |||
| Lease liabilities | 15 | - | 14,555 |
| Total Non-current liabilities | - | 14,555 | |
| Total liabilities | 1,299,520 | 331,354 | |
| Net assets | 5,924,327 | 5,917,301 | |
| Equity | |||
| Issued capital | 17 | 16,940,626 | 15,716,278 |
| Accumulated losses | (14,606,156) | (12,972,005) | |
| Reserves | 19 | 3,589,857 | 3,173,028 |
| Total equity | 5,924,327 | 5,917,301 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity For the financial year ended 30 June 2021
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Issuedcapital$ | Accumulatedlosses$ | Share-basedpaymentreserve$ | Foreigncurrencytranslationreserve$ | Total$ | ||
| At 1 July 2019 | 13,625,834 | (11,310,972) | 2,073,655 | 133,547 | 4,522,064 | |
| Loss for the year | - | (1,661,033) | - | - | (1,661,033) | |
| Foreign currency translation | - | - | - | 104,058 | 104,058 | |
| Total comprehensive lossTransactionswithequityholders in their capacity asequity holders: | - | (1,661,033) | - | 104,058 | (1,556,975) | |
| Shares issued | 2,181,466 | - | - | - | 2,181,466 | |
| Share issue costs | (91,022) | - | - | - | (91,022) | |
| Share-based payments:Employees/directors | - | - | 861,768 | - | 861,768 | |
| Balance at 30 June 2020 | 15,716,278 | (12,972,005) | 2,935,423 | 237,605 | 5,917,301 | |
| At 1 July 2020 | 15,716,278 | (12,972,005) | 2,935,423 | 237,605 | 5,917,301 | |
| Loss for the year | - | (1,634,151) | - | - | (1,634,151) | |
| Foreign currency translation | - | - | - | (243,060) | (243,060) | |
| Total comprehensive lossTransactionswithequityholders in their capacity asequity holders: | - | (1,634,151) | - | (243,060) | (1,877,211) | |
| Shares issued | 1,242,364 | - | - | - | 1,242,364 | |
| Share issue costsShare-based payments: | (18,016) | - | - | - | (18,016) | |
| Employees/directors | - | - | 659,889 | - | 659,889 | |
| Balance at 30 June 2021 | 16,940,626 | (14,606,156) | 3,595,312 | (5,455) | 5,924,327 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows For the financial year ended 30 June 2021
| Note | Consolidated | |||
|---|---|---|---|---|
| 30 June 2021$ | 30 June 2020$ | |||
| Cash flows from operating activitiesPayments to suppliers and employees | (931,327) | (702,813) | ||
| Interest received | 2,502 | 1,260 | ||
| Other Income | 25,000 | 12,735 | ||
| Interest paid | (1,705) | (3,760) | ||
| Net cash used in operating activities | 28 | (905,530) | (692,578) | |
| Cash flows from investing activities | ||||
| Payments for exploration and evaluation | (1,704,009) | (346,771) | ||
| Proceedsondisposalofmineralexploration | 638,343 | |||
| interests | ||||
| Payment for property, plant and equipment | - | (11,143) | ||
| Net cash used in investing activities | (1,065,666) | (357,914) | ||
| Cash flows from financing activitiesProceeds from the issue of shares | 1,027,808 | 2,084,232 | ||
| Payments for share issue costs | (18,017) | (94,321) | ||
| Proceeds from borrowings | - | - | ||
| Reduction in finance lease liabilities | 15 | (22,370) | 35,332 | |
| Repayment of borrowings | - | (103,247) | ||
| Net cash from financing activities | 987,421 | 1,921,996 | ||
| Net (decrease) / increase in cash held | (983,775) | 871,504 | ||
| Cash at the beginning of the financial year | 1,278,101 | 406,597 | ||
| Effect of exchange rate fluctuations on cash held | 108 | - | ||
| Cash at the end of the financial year | 7 | 294,434 | 1,278,101 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Note 1 Summary of significant accounting policies
Riversgold Limited ('the Company') is a listed public company domiciled in Australia. The consolidated financial report of the Company for the financial year ended 30 June 2021 comprises the Company and its subsidiaries (together referred to as the 'Group').
The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
(a) Basis of preparation
This general purpose financial report has been prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
The financial report is presented in Australian dollars and all values are rounded to the nearest dollar.
The financial report of the Group was authorised for issue in accordance with a resolution of Directors on 30 September 2021.
Going Concern
These financial statements have been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.
For the year ended 30 June 2021, the Group incurred an operating loss of $1,634,151 and had net operating cash outflows of $905,530. The Directors recognise the Group is dependent on capital raising to meet expenditure forecasts. The Directors are of the opinion that the Group is a going concern as it expects to be paid the remaining amounts receivable for the sale of the Alaskan Afranex Project as disclosed in note 16, while expenditures can be reduced to meet funds available.
The Group has cash of $294,434 as at 30 June 2021 and net current assets of $1,214,233 at 30 June 2021. The Group has received an additional $US400,000 or $AUD539,499 from the Alaskan Afranex sale proceeds since 30 June 2021 and is due to receive a further $US600,000 or $AUD798,084 before completion of the sale.
Should the Group does not receive expected funds from the Alaskan Afranex sale and cannot raise further funds as required or reduce expenditure to meet funds available, there exists a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, in which case it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. This financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the Group be unable to continue as a going concern.
Statement of Compliance
The consolidated financial report of Riversgold Limited complies with Australian Accounting Standards, which include Australian Equivalents to International Financial Reporting Standards (AIFRS), in their entirety. Compliance with AIFRS ensures that the financial report also complies with International Financial Reporting Standards (IFRS) in their entirety.
Note 1 Summary of significant accounting policies (continued)
(a) Basis of preparation (continued)
Adoption of New and Revised Standards
Standards and Interpretations applicable to 30 June 2021
In the financial year ended 30 June 2021, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current annual reporting period. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group.
The adoption of the new Conceptual Framework for Financial Reporting from 1 July 2020 has not led to any changes in accounting or disclosure for the Group, but the new Conceptual Framework may be referred to if accounting matters arise that are not addressed by accounting standards.
The adoption of the new definition of material included in AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material from 1 July 2020 provides a new definition of material, which now extends materiality consideration to obscuration and clarifies that materiality now depends on the nature or magnitude of information.
Standards and Interpretations in issue not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for the financial year ended 30 June 2021. The Company has reviewed all of the standards and interpretations in issue not yet effective and has assessed that these will not have a material effect on the Company. The Company does not plan to adopt these standards early.
Reporting basis and conventions
These financial statements have been prepared under the historical cost convention, and on an accrual basis.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Principles of consolidation
The financial statements of subsidiary companies are included in the consolidated financial statements from the date control commences until the date control ceases. The financial statements of subsidiary companies are prepared for the same reporting period as the parent company, using consistent accounting policies.
Inter-entity balances resulting from transactions with or between controlled entities are eliminated in full on consolidation. Investments in subsidiary companies are accounted for at cost in the individual financial statements of the Company.
(b) Segment reporting
Operating segments are identified and segment information disclosed, where appropriate, on the basis of internal reports reviewed by the Company's Board of Directors, being the Group's Chief Operating Decision Maker, as defined by AASB 8.
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2021 Note 1 Summary of significant accounting policies (continued)
(c) Revenue
The revenue recognised in any period is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed, so "point in time" recognition or "over time" as control of the performance obligation is transferred to the customer.
Income is only classifiable as revenue from contracts with customers if the income is from agreed commercial contracts with specified rights to assets or services to be transferred, specified payment terms, probable payment by the customer, and have consideration exchanged for assets or services that are an output of Group's ordinary activities. Sales of assets that are not an output of the Group's ordinary activities are outside the definition of revenue.
Interest revenue is recognised on a time proportionate basis and is recognised as it accrues.
(d) Income tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary timing differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantially enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to those timing differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
Note 1 Summary of significant accounting policies (continued)
(e) Leases
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to impairment or adjusted for any remeasurement of lease liabilities
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for shortterm leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
(f) Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Nonfinancial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
Note 1 Summary of significant accounting policies (continued)
(g) Cash and cash equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(h) Government grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are deducted from the carrying value of the relevant asset.
Amounts receivable from the Australian Tax Office in respect of research and development tax concession claims are recognised in the year in which the claim is lodged with the Australian Tax Office. Amounts receivable are allocated in the financial statements against the corresponding expense or asset in respect of which the research and development concession claim has arisen.
(i) Fair value estimation
The nominal value less estimated credit loss adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
(j) Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the assets. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation of property, plant and equipment is calculated using the straight line and diminishing value methods to allocate their cost, net of residual values, over their estimated useful lives. The asset's residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 1(f)). Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the profit or loss.
Note 1 Summary of significant accounting policies (continued)
(k) Capitalised exploration and evaluation expenditure
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
- (i) the rights to tenure of the area of interest are current; and
- (ii) at least one of the following conditions is also met:
- (a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; or
- (b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
Farm-in arrangements (in the exploration and evaluation phase)
For exploration and evaluation asset acquisitions (farm-in arrangements) in which the Group has made arrangements to fund a portion of the selling partner's (farminer's) exploration and/or future development expenditures (carried interests), these expenditures are reflected in the financial statements as and when the exploration and development work progresses.
Farm-out arrangements (in the exploration and evaluation phase)
The Group does not record any expenditure made by the farminee on its accounts. It also does not recognise any gain or loss on its exploration and evaluation farm-out arrangements but redesignates any costs previously capitalised in relation to the whole interest as relating to the partial interest retained.
Monies received pursuant to farm-in agreements are treated as a liability on receipt and until such time as the relevant expenditure is incurred.
Note 1 Summary of significant accounting policies (continued)
(l) Joint ventures and joint operations
Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the Group's share of net assets of the joint venture. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Income earned from joint venture entities reduce the carrying amount of the investment.
Joint operations
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. The Group has recognised its share of jointly held assets, liabilities, revenues and expenses of joint operations. These have been incorporated in the financial statements under the appropriate classifications.
(m) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and usually paid within 30 days of recognition. Trade and other payables are carried at amortised cost.
(n) Employee benefits
Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future salaries, experience of employee departures and periods of service. Expected future payments are discounted at the corporate bond rate with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Note 1 Summary of significant accounting policies (continued)
(o) Share-based payments
Share-based payments
Share-based payments are made when the Group issues or grants shares, performance rights, share options or cash settled share based payments to counterparties, including directors and employees, in consideration for goods or services. These may be subject to vesting conditions.
Fair values of options, performance rights and shares granted are recognised as a share based payment expense with a corresponding increase in equity unless other classifications are more appropriate. Fair values are measured at grant date and recognised over the period during which the counterparty become unconditionally entitled to the share-based payments.
Fair values at grant date of share options are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free rate for the term of the option. Fair values at grant date of performance rights and shares are based on the Company's closing share price at the grant date. Fair values of share-based payments are adjusted to reflect market based vesting conditions.
Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance date, the entity revises its estimate of the number of options that are expected to become exercisable. The share based payment expense recognised each period takes into account the most recent estimates.
Proceeds receive on the exercise of options, net of any directly attributable transaction costs, are credited to share capital.
(p) Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(q) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(r) Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Note 1 Summary of significant accounting policies (continued)
(s) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as a part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the taxation authority, are presented as operating cash flow.
(t) Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification.
Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either:
- (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or
- (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Note 1 Summary of significant accounting policies (continued)
(t) Investments and other financial assets (continued)
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12 month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
(u) Fair value estimation
A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods:
Investments in equity and debt securities
The fair value of financial assets at fair value through profit or loss is determined by reference to their quoted bid price at the reporting date. The fair value of held to maturity investments is determined for disclosure purposes only. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm's length market transactions, reference to the current market value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models.
Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. An impairment loss is calculated as the difference between the present value of the contractual and expected future cashflows.
Note 1 Summary of significant accounting policies (continued)
(u) Fair value estimation (continued)
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
(v) Disposal groups and discontinued operations.
A disposal group is a group of assets to be disposed of, by sale or otherwise, in a single transaction, along with liabilities directly associated with those assets. Disposal groups are recognised when the disposal group is available for immediate sale in its present condition, subject to usual terms for such sale, and the sale is highly probable.
Disposal groups are initially valued at the lower of the net carrying amount of assets and liabilities in the disposal group, or of the fair value less expected selling costs. Disposals groups are revalued at each balance date, but gains are only recognised to the extent that the gains reverse previous impairment losses.
Disposal groups that are clearly distinguished from the rest of the Group and a separate business line or geographical area of operations are recognised as discontinued operations. Profits or losses of discontinued operations are separately identified in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Assets and liabilities of disposal groups are separately disclosed in the Consolidated Statement of Financial Position.
Note 1 Summary of significant accounting policies (continued)
(w) Foreign currency translation
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars ('$'), which is the functional currency of the Company and the presentation currency for the consolidated financial statements.
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Nonmonetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
- exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;
- exchange differences on transactions entered into in order to hedge certain foreign currency risks; and
- exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss.
There is no reclassification of accumulated exchange differences to profit or loss on recognition of a disposal group or discontinued operation before the actual disposal occurs.
Note 2 Financial risk management
The Group has exposure to various risks from its use of financial instruments. This note describes the Group's exposure to specific risks, and policies and processes for measuring and managing those risks. The Board of Directors has the overall responsibility for the risk management framework and has adopted a Risk Management Policy.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from transactions with customers and investments.
Trade and other receivables
The nature of the business activity of the Group does not result in trading receivables. The receivables that the Group does experience through its normal course of business are short term and the most significant recurring by quantity is receivable from the Australian Taxation Office, the risk of nonrecovery of receivables from this source is considered to be negligible.
Cash deposits
The Directors believe any risk associated with the use of predominantly only one bank is addressed through the use of at least an A-rated bank as a primary banker. Except for this matter the Group currently has no significant concentrations of credit risk.
Assets of disposal group
As disclosed in note 3, the Directors believe the expected proceeds from sale of US subsidiary Afranex (Alaska) Limited, which holds all US assets, are highly likely, and with no expected loss if the counterparty is unable to complete the payments. Although this is not a financial asset, the expected sale amounts are the basis for valuing the assets of the disposal group without any impairment.
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group manages liquidity risk by monitoring cash reserves and forecast spending. Management is cognisant of the future demands for financial resources to finance the Company's current and future operations, and considers liquid assets available before committing to future expenditure or investment.
(c) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising any return.
Interest rate risk
The Group has significant cash assets which may be susceptible to fluctuations in changes in interest rates. Whilst the Group requires the cash assets to be sufficiently liquid to cover any planned or unforeseen future expenditure, which prevents the cash assets being committed to long term fixed interest arrangements; the Group does mitigate potential interest rate risk by entering into short to medium term fixed interest investments.
Equity risk
The Group has no direct exposure to equity price risk.
Note 2 Financial risk management (continued)
Foreign exchange risk
The Group undertakes operations outside of Australia that are denominated in currencies other than Australian Dollars. The expected proceeds from sale, assets and liabilities of the disposal group disclosed in note 16 are denominated in USD.
The Group may, in respect of these operations, be exposed to fluctuations in foreign exchange rates which will have direct impact on the Group's net assets. Movements in foreign exchange may favourably or adversely affect future amounts to be incurred by the Group.
Other than the above, the Group does not have any direct contact with foreign exchange fluctuations other than their effect on the general economy.
Note 3 Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.
Accounting for capitalised exploration and evaluation expenditure
The application of the Group's accounting policy for exploration and evaluation expenditure (see note 1(k)) requires judgment in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available.
During the year the Group continued defending against objections to expenditure exemptions and applications for forfeiture on several tenements. Having taken legal advice, the Directors of Riversgold are of the opinion that their applications for exemption have substantial merit and the risk of forfeiture is low.
Accounting for share-based payments
Values of share-based payments have been estimated based on the fair values of equity instruments granted. Fair values of share-based payments are estimated as disclosed in note 1(o). Some parameters for valuation models, particularly volatility, are subject to significant judgement. The sensitivity of valuations to changes in parameters varies considerably, but option valuations can be particularly sensitive to volatility. See note 18 for details.
Note 3 Critical accounting estimates and judgements (continued)
Recognition of disposal group
The Group agreed to sell its US subsidiary Afranex (Alaska) Limited, which holds all US assets and related liabilities, on 12 April 2021. This met the recognition criteria for a disposal group as outlined in Note 1(v).
The previous farm out agreement was terminated by this sale agreement. Receipts of $USD290,000 received under the previous farm out agreement form part of the new share sale agreement's sale consideration, hence this revenue that was previously recognised in the 31 December 2020 interim financial statements has been reclassified at 30 June 2021 to unearned revenue in disposal group's assets and liabilities as the sale is not complete at 30 June 2021.
The assets of the disposal group, which consist solely of capitalised tenement acquisition costs and mineral exploration expenditure had a net carrying amount of $2,011,242, and are not impaired because the expected sale proceeds of $USD1,550,000 ($AUD2,061,718) plus future contingent payments are in excess of the carrying amount of the assets.
The $USD500,000 ($AUD665,070) received to 30 June 2021 is recognised as a liability because it would be refundable if the Group withdraws from the sale for reasons other than outstanding instalment payments.
This sale is not treated as revenue from contracts with customers because the assets in the disposal group are not an output of the ordinary activities of the Group. Although the Group explores and develops mineral exploration interests, the Group does not ordinarily put these assets in a form to enable due diligence and sale. Full payment by the purchaser is considered highly likely because $USD500,000 ($AUD 665,070) has already been paid by the purchaser to 30 June 2021, the Group can choose to terminate the sale agreement if any instalment payment is over five business days late, the Group can retain both the assets and all previous payments if the Group terminates the sale following an overdue instalment, and the obligations of the purchaser are guaranteed by Australian company Clutch Group Pty Ltd.
See note 16 for details.
Note 4 Segment information
The Group has identified its operating segments based on the internal reports that are reviewed and used by the board of directors in assessing performance and determining the allocation of resources. Reportable segments disclosed are based on aggregating operating segments, where the segments have similar characteristics.
The Group's activities encompass mineral exploration and resource development in various international jurisdictions and as such management currently identifies the Groups geographic positions as its operating segments.
The following tables present revenue and profit information and certain asset and liability information regarding business segments for the financial years ended 30 June 2021 and 30 June 2020.
Note 4 Segment information (continued)
| 30 June 2021 | Australia$ | Discontinuedoperation (Alaska)$ | Cambodia$ | Consolidated$ |
|---|---|---|---|---|
| Interest income | 2,502 | - | - | 2,502 |
| Other Income | 22,500 | - | - | 22,500 |
| Segment income | 25,002 | - | - | 25,002 |
| Segmentlossbeforeincometax | ||||
| expense | 1,634,151 | - | - | 1,634,151 |
| Current assets | 502,501 | 2,011,242 | - | 2,513,743 |
| Non-current assets | 4,710,104 | - | - | 4,710,104 |
| Segment assets | 5,212,605 | 2,011,242 | - | 7,223,847 |
| Segment liabilities | 634,450 | 665,070 | - | 1,299,520 |
| Included within segment lossDepreciation | 53,700 | - | - | 52,618 |
| Explorationcostsexpensedandwritten off | 22,930 | - | - | 22,930 |
| Employee and director expenses | 230,654 | - | - | 230,654 |
| Interest expense | 1,560 | - | - | 1,560 |
| Included within segment assetsFixed asset expenditure during theperiodExploration incurred during the period | -2,039,795 | -- | -- | -2,039,795 |
| Cash flow informationNet cash outflowsfrom operatingactivities | (905,530) | - | - | (905,530) |
| Net cash (outflows)/inflows from | ||||
| investing activitiesNetcashinflowsfromfinancing | (1,658,123) | 592,457 | - | (1,065,666) |
| activities | 987,421 | - | - | 987,421 |
Note 4 Segment information (continued)
| 30 June 2020 | Australia$ | Discontinued operation(Alaska)$ | Cambodia$ | Consolidated$ |
|---|---|---|---|---|
| Interest income | 1,260 | - | - | 1,260 |
| Other Income | 28,090 | - | - | 28,090 |
| Segment income | 29,350 | - | - | 29,350 |
| Segment loss before income tax expense | 1,637,570 | 7,397 | 16,066 | 1,661,033 |
| Current assets | 1,268,252 | 37,980 | - | 1,306,232 |
| Non-current assets | 2,751,055 | 2,191,368 | - | 4,942,423 |
| Segment assets | 4,019,307 | 2,229,348 | - | 6,248,655 |
| Segment liabilities | 271,369 | 45,430 | - | 316,799 |
| Included within segment loss | ||||
| Depreciation | 52,618 | -- | 52,618 | |
| Exploration costs expensed and written off | 8,961 | -- | 8,961 | |
| Employee and director expenses | 1,223,947 | -- | 1,223,947 | |
| Interest expense | 2,492 | -- | 2,492 | |
| Included within segment assets | ||||
| Fixed asset expenditure during the period | 11,142 | - | - | 11,142 |
| Exploration incurred during the period | 149,140 | 188,670 | - | 337,810 |
| Cash flow information | ||||
| Net cash outflows from operating activities | (358,701) | (319,811) | (16,066) | (692,578) |
| Net cash (outflows)/ inflows from investing | ||||
| activities | (396,375) | 38,461 | - | (357,914) |
| Net cash inflows from financing activities | 1,921,996 | - | - | 1,921,996 |
| Consolidated | ||
|---|---|---|
| 30 June 2021$ | 30 June 2020$ | |
| Note 5Loss for the year | ||
| Loss before income tax includes the following specific income and expenses: | ||
| Income | ||
| Interest income | 2,502 | 1,260 |
| Rental income | - | 3,289 |
| ATO Cash Flow Boost | 22,500 | 24,500 |
| Other Income | - | 300 |
| Employee expenses | ||
| Salaries and wages | 119,358 | 50,872 |
| Directors' fees | 162,083 | 221,232 |
| Superannuation | 13,852 | 17,857 |
| Annual leave provided for | 5,445 | 340 |
| Other employee costs | 33,028 | 61,345 |
| Less: amount allocated to exploration | (103,112) | - |
| Net employee expenses | 230,654 | 351,648 |
| Administration and other expenses include the following specific expenses:Insurance | 34,197 | 32,590 |
| Legal fees | 259,261 | 45,259 |
| Travel and accommodation | 6,827 | 84 |
| Information technology expenses | 7,597 | 15,826 |
| Occupancy expenses | 12,849 | 33,441 |
| Marketing expenses | 7,884 | 11,633 |
| Accountancy | 99,507 | 6,630 |
| Other expenses | 57,763 | 111,821 |
| 485,885 | 257,284 | |
| Exploration costs: | ||
| Unallocated exploration costs | - | 8,961 |
| Exploration costs written off | 22,930 | - |
| 22,930 | 8,961 |
| Consolidated | ||
|---|---|---|
| 2021 | 2020 | |
| $ | $ | |
| Note 6Income tax | ||
| a) Reconciliation of income tax expense to prima | ||
| facie tax payable | ||
| Profit/(Loss) from continuing operations | (1,634,151) | (1,661,033) |
| before income tax expense | ||
| Tax at the Australian rate of 30% | (490,245) | (498,310) |
| Capital raising costs claimed | (40,220) | (53,176) |
| Non-deductible share-based payments | 211,467 | 261,690 |
| Other non-deductible expenses | 129 | 2,688 |
| Net deferred tax asset benefit not brought to | 318,869 | 287,108 |
| account | ||
| Tax (benefit)/expense | - | - |
| b) Deferred tax – Balance Sheet | ||
| Assets | ||
| Revenue losses available to offset against | ||
| future taxable income | 2,639,493 | 980,711 |
| Disposal group | 311,319 | - |
| Cambodian tenement applications | 1,945,862 | - |
| Deductible equity raising costs | 55,373 | 119,744 |
| Other unrecognised deferred tax balances | 35,815 | 16,895 |
| 4,987,862 | 1,117,350 | |
| Liabilities | ||
| Capitalised exploration - Australia | (1,157,361) | (356,192) |
| Disposal group – unearned revenue | (199,521) | - |
| Net deferred tax asset not recognised | 3,630,980 | 761,158 |
Unrecognised deferred tax balances for 2021 do not reconcile with unrecognised deferred tax balances for 2020 because prior year tax returns were amended to finalise tax treatment of prior year acquisitions. Unrecognised deferred tax balances are based on the best available information, but are uncertain because of variations in tax treatment of capital losses on foreign assets. Available tax losses are Australian tax revenue losses of $8,775,395 ($5,677,770 per 2020 Australian consolidated tax return) with no capital losses available. Foreign tax losses are not included because of the nature of the Cambodian assets and the disposal group. All unused tax losses were incurred by Australian entities.
Note 6 Income tax (continued)
The deferred tax benefit of tax losses not brought to account will only be obtained if:
- (i) The Company derives future assessable income of a nature and an amount sufficient to enable the benefit from the tax losses to be realised;
- (ii) The Company continues to comply with the conditions for deductibility imposed by tax legislation; and
- (iii) No changes in tax legislation adversely affect the Company realising the benefit from the deduction of the losses.
| Consolidated | |
|---|---|
| 2021 | 2020 |
| $ | $ |
Note 7 Current assets - Cash and cash equivalents
| Cash at bank and on hand | 294,434 | 272,102 |
|---|---|---|
| Short term deposit 1 | - | 1,005,999 |
| Total cash and cash equivalents | 294,434 | 1,278,101 |
1 Short term deposits are made for varying periods of between 1 and 3 months depending upon the immediate cash requirements of the Group and earn interest at the respective short term interest rates.
(a) Reconciliation to cash at the end of the year
The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows as follows:
| Cash and cash equivalents per statement of cash | ||
|---|---|---|
| flows | 294,434 | 1,278,101 |
| Note 8Current assets – Trade and other receivables | ||
| Trade Debtors | 2,032 | 1,809 |
| GST receivable | 196,418 | 17,287 |
| Accrued income | - | 2,500 |
| 198,450 | 21,596 |
Details of fair value and exposure to interest risk are included at note 20.
Note 9 Current assets – Other current assets
| Prepayments | 3,082 | - |
|---|---|---|
| Rental Bond | 6,095 | 6,095 |
| Security bond | 440 | 440 |
| 9,617 | 6,535 |
| Consolidated | ||
|---|---|---|
| 2021 | 2020 | |
| $ | $ | |
| Note 10 Non-Current assets – Property, plant and equipment | ||
| Leasehold Improvements | ||
| At cost | 11,142 | 11,142 |
| Accumulated depreciation | (8,028) | (2,457) |
| 3,114 | 8,685 | |
| Field equipment | ||
| At cost | 9,611 | 9,611 |
| Accumulated depreciation | (9,582) | (7,513) |
| 29 | 2,098 | |
| Office equipment | ||
| At costAccumulated depreciation | 67,686 | 83,835(59,345) |
| (58,926)8,760 | 24,490 | |
| Motor Vehicles | ||
| At cost | 47,497 | 47,497 |
| Accumulated depreciation | (39,334) | (27,459) |
| 8,163 | 20,038 | |
| Total property, plant and equipment | 20,066 | 55,312 |
| Right-to-use Asset | ||
| At cost | 45,139 | 45,139 |
| Accumulated depreciation | (33,856) | (11,285) |
| 11,283 | 33,854 | |
| Reconciliation | ||
| Leasehold Improvements | ||
| Opening net book value | 8,685 | - |
| Additions | - | 11,142 |
| Depreciation | (5,571) | (2,457) |
| Closing net book value | 3,114 | 8,685 |
| Field equipment | ||
| Opening net book value | 2,098 | 9,611 |
| Depreciation | (2,069) | (7,513) |
| Closing net book value | 29 | 2,098 |
| Office equipment | ||
| Opening net book value | 24,490 | 83,835 |
| Disposals | (4,116) | - |
| Depreciation | (11,614) | (59,345) |
| Closing net book value | 8,760 | 24,490 |
| Motor Vehicles | ||
| Opening net book value | 20,038 | 47,497 |
| Depreciation | (11,875) | (27,459) |
| Closing net book value | 8,163 | 20,038 |
| Right-of-Use AssetOpening net book value | - | |
| Additions | 33,854- | 45,139 |
| Depreciation | (22,571) | (11,285) |
| Closing net book value | 11,283 | 33,854 |
Note 10 Non-Current assets – Property, plant and equipment (continued)
No items of property, plant and equipment have been pledged as security by the Group.
The Company leased an office in January 2020. This lease is reflected on the statement of financial position as a right-of-use asset and a lease liability. The company classifies its right-of-use assets in a consistent manner to its property plant and equipment. The lease is for a term of two years with an option for a further 4 years.
| Consolidated | |||
|---|---|---|---|
| 2021 | 2020 | ||
| $ | $ | ||
| Note 11 Capitalised exploration and evaluation expenditure | |||
| Note | |||
| Balance at the beginning of the year | 4,853,257 | 4,515,447 | |
| Exploration expenditure incurred (including movement in | |||
| USD/AUD exchange rates for year ended 30 June 2020)) | 2,041,073 | 337,810 | |
| Foreign exchange movement before recognition of disposal | |||
| group | (181,403) | - | |
| Recognition of disposal group (see note 16) | (2,011,242) | - | |
| Capitalised costs written off during the financial year | 5 | (22,930) | - |
| Balance at the end of the year | 4,678,755 | 4,853,257 |
The Group has recognised an impairment of previously capitalised exploration costs in respect of West Australian and South Australian tenements (Refer note 5).
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas.
Note 12 Interests in joint ventures and farm-in arrangements
a) Joint Venture Agreements – Joint Operations
Joint venture agreements may be entered into with third parties.
Assets employed by these joint ventures and the Group's expenditure in respect of them is brought to account initially as capitalised exploration and evaluation expenditure until a formal joint venture agreement is entered into. Thereafter, investment in joint ventures is recorded distinctly from capitalised exploration costs incurred on the company's 100% owned projects. The Group was not party to joint arrangements during the year.
b) Farm-in Arrangements
The Group was party to the following farm-in arrangements during the financial year ended 30 June 2021:
Alloy Joint Venture – Earning In
The Company has entered into an agreement with Alloy Resources Limited ("Alloy") whereby the Company can earn up to an 85% interest in two granted Exploration Licences adjacent to its highly prospective Queen Lapage and Acra South targets in Western Australia.
Note 12 Interests in joint ventures and farm-in arrangements (continued)
b) Farm-in Arrangements (continued)
Significant terms of the farm-in arrangement as follows:
- The Company will pay Alloy $30,000 cash as reimbursement for previous expenditure on the tenements.
- The Company must meet the minimum statutory expenditure of $114,000 for the first year before withdrawing from the agreement.
- The Company can earn an initial 70% interest in the tenements by meeting statutory minimum expenditure requirements $114,000pa for 3 years, including the first year.
- Upon the Company earning 70%, Alloy can elect to contribute pro-rata to further exploration or revert to a 15% free-carried interest to completion of a Definitive Feasibility Study ("DFS"), whereby the Company will have earned an 85% interest in the tenements.
- Upon completion of the DFS, Alloy will have an opportunity to contribute pro-rata to further exploration/development or revert to a 1.5% Net Smelter Royalty.
- The Company will manage exploration on the tenements.
Mamba Minerals Alaska Joint Venture – Earning In
In 2020, the Company signed a cash and earn-in agreement with Mamba Minerals LLC (Mamba Minerals) for its gold exploration portfolio in southwest Alaska, USA. The agreement was inclusive of Riversgold's 100%-owned state mining claims over the high-grade Gemuk/Luna/Quicksilver gold project.
On 12 April 2021, this agreement was terminated by the sale agreement disclosed in note 16. The $US290,000 ($AUD403,436) that had been paid under this joint venture agreement to 12 April 2021 now forms part of the purchase consideration for the sale agreement as described in note 16.
| Consolidated | |||
|---|---|---|---|
| 2021 | 2020 | ||
| $ | $ | ||
| Note 13 Current liabilities – Trade and other payables | |||
| Trade payables | 474,921 | 103,538 | |
| Accrued expenses | 109,000 | 18,500 | |
| Employment related payables | 28,042 | 1,941 | |
| Funds received for shares to be issued | - | 169,556 | |
| 611,963 | 293,535 |
Liabilities are not secured over the assets of the Group. Details of fair value and exposure to interest risk are included at note 20.
| Consolidated | |||
|---|---|---|---|
| 2021 | 2020 | ||
| $ | $ | ||
| Note 14 Current liabilities - Employee leave liabilities | |||
| Annual leave liability | 7,931 | 2,487 | |
| Note 15 Lease Liabilities | |||
| Current Liability | 14,556 | 20,777 | |
| Non-Current Liability | - | 14,555 | |
| Closing Balance | 14,556 | 35,332 | |
| Changes in liabilities arising from financing activities: | |||
| Opening balance | 35,332 | ||
| Initial recognition | - | 45,139 | |
| Interest charged | 1,594 | 1,269 | |
| Principal repayment | (22,370) | (11,076) | |
| Closing Balance | 14,556 | 35,332 |
Note 16 Sale of Alaskan interests and recognition of disposal group
The Group agreed to sell its US subsidiary Afranex (Alaska) Limited, which holds all US assets and related liabilities, on 12 April 2021. This met the recognition criteria for a disposal group as outlined in Note 1(v).
The previous farm out agreement was terminated by this sale agreement. Receipts of $USD290,000 received under the previous farm out agreement form part of the new share sale agreement's sale consideration, hence this revenue that was previously recognised in the 31 December 2020 interim financial statements has been reclassified at 30 June 2021 to unearned revenue in disposal group's assets and liabilities as the sale is not complete at 30 June 2021.
The assets of the disposal group, which consist solely of capitalised tenement acquisition costs and mineral exploration expenditure had a net carrying amount of $2,011,242, and are not impaired because the expected sale proceeds of $USD1,550,000 ($AUD2,061,718) plus future contingent payments are in excess of the carrying amount of the assets.
The $USD500,000 ($AUD665,070) received to 30 June 2021 is recognised as a liability because it would be refundable if the Group withdraws from the sale for reasons other than outstanding instalment payments.
The 12 April 2021 sale agreement had the following payment terms:
- $USD290,000 already received under the terminated farm out agreement;
- $USD60,000 that was received on 12 April 2021;
- $USD150,000 receivable by 21 April 2021 that was received on 22 April 2021;
- $USD500,000 receivable by 21 June 2021 (amended to $USD250,000 by 20 July 2021 and $USD300,000 by 31 August 2021 – $USD400,000 of these amounts received as at the date of this report);
- $USD500,000 receivable by 20 August 2021 (amended to $USD450,000 by 30 September 2021 not received as at the date of this report);
- Completion not occurring until all above payments had been made, with no transfer of until all payments had been received;
- The Group being able to keep all funds received to date and terminate this agreement if any instalment is more than five business days overdue.
Note 16 Sale of Alaskan interests and recognition of disposal group (continued)
- Payment of the instalments guaranteed by Australian entity Clutch Group Pty Ltd.
- An uncapped gross revenue royalty of 1.5% on all minerals produced from the Alaskan tenements;
- $USD1,000,000 payable on the definition of an inferred mineral resource of 500,000 oz Au; and
- $USD1,000,000 payable on the definition of an inferred mineral resource of 1,000,000 oz Au.
These payment terms were extended in July 2021, as disclosed in note 27. No impairment for potential non-payment has been recognised at 30 June 2021 because the payments are considered highly likely, the payments are guaranteed and the potential retention of the full project on non-payment would lead to no loss of value by the Group.
| Consolidated | ||
|---|---|---|
| 2021$ | 2020$ | |
| Financial position of disposal group | ||
| AssetsCapitalised mineral exploration interests | 2,011,242 | - |
| Total Assets | 2,011,242 | - |
| Liabilities | ||
| Funds of $USD500,000 received in advance forthe sale | 665,070 | - |
| Total Liabilities | 665,070 | - |
| NET ASSETS | 1,346,172 | - |
| Financial performance | ||
| Administration and other expensed | - | (7,397) |
| Loss after income tax | - | (7,397) |
| Cash flow information | ||
| Net cash outflows from operating activities | - | (319,811) |
| Net cash inflows from investing activities | 592,457 | 38,461 |
| Net cash flows from financing activities | - | - |
| Total cash inflows/ (outflows) | 592,457 | (281,350) |
Foreign currently translation movements are not separately recognised for the disposal group until the disposal group is derecognised on loss of control.
Although the value of the disposal group is expected to be realised in $USD, and the funds received in advance are denominated in $USD, these are not considered financial instruments by relevant accounting standards. However, the Group had a net outstanding amount receivable at 30 June 2021 of $USD1,000,000 or $AUD1,330,141, in addition to royalty and contingent payments.
This is based on the 30 June 2021 AUD:USD exchange rate of 0.7518. Decreasing the AUD:USD exchange rate by 0.0100 to 0.7418 increases this net amount receivable by $AUD17,931 to $AUD1,348,072. Increasing the AUD:USD exchange rate by 0.0100 to 0.7618 decreases this net outstanding amount by $AUD17,461 to $AUD1,312,680.
Note 17 Issued capital
a) Ordinary shares
The Company is a public company limited by shares. The Company was incorporated in Perth, Western Australia. The Company's shares are limited whereby the liability of its members is limited to the amount (if any) unpaid on the shares respectively held by them.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Ordinary shares have no par value. There is no limit to the authorised share capital of the Company.
| Issue | 30 June 2021 | 30 June 2020 | |||
|---|---|---|---|---|---|
| price | Number | $ | Number | $ | |
| b) Share capital | |||||
| Issued share capital | 404,042,196 | 16,940,626 | 312,775,951 | 15,716,278 | |
| c) Share movements during the year | |||||
| Balance at the start of the period | 312,775,951 | 15,716,278 | 101,181,543 | 13,625,834 | |
| Shares issued under a Share | |||||
| Placement | $0.01 | - | - | 40,000,000 | 400,000 |
| Shares issued on conversion of | |||||
| directors fees | $0.01 | - | - | 10,053,332 | 100,533 |
| Shares issued under a Share | |||||
| Placement | $0.01 | - | - | 66,518,841 | 665,188 |
| Shares issued under a Share | |||||
| Placement | $0.001 | - | - | 29,500,000 | 295,000 |
| Shares issued under a Share | |||||
| Placement | $0.011 | 73,795,947 | 811,755 | 65,522,235 | 720,745 |
| Issue of shares on exercise of | |||||
| options | $0.03 | 12,720,298 | 381,609 | - | - |
| Issue of shares on exercise of | |||||
| options | $0.001 | 4,000,000 | 4,000 | - | - |
| Issue of shares in consideration | |||||
| for option to acquire tenements | $0.06 | 750,000 | 45,000 | - | - |
| Less share issue costs | - | (18,016) | - | (91,022) | |
| Balance at the end of the | |||||
| financial year | 404,042,196 | 16,940,626 | 312,775,951 | 15,716,278 |
Note 18 Options and share-based payments
The current Riversgold Limited Employee Security Incentive Plan ("the Plan") was approved on 27 November 2020. All eligible Directors, employees and consultants of Riversgold Limited are eligible to participate in the Plan.
The Plan allows the Company to issue equity securities to eligible persons. The equity securities can be granted free of charge and are exercisable at a fixed price in accordance with the Plan.
A net total of $704,889 was recognised and expensed during 2021 for the following share-based payments and reversals:
- $10,625 for Tranche 1 of Mr Andrews' Options issued during 2020.
- ($6,258) for reversal of Tranche 1 of Mr Davy's Options issued during 2020.
- ($6,258) for reversal of Tranche 1 of Mr Boylson's Options issued during 2020.
- $88,475 for Tranches 2 and 3 of the Director Options issued during 2020 that fully vested during the year.
- ($195,598) following revaluation at grant date of the Director options issued to Mr Braud and Mr Bolster as described in note 18a).
- $102,800 for the Hartleys options described in note 18a).
- $544,375 for expensing of the Quarterback performance rights over the expected vesting period as described in note 18h).
- $45,000 for 750,000 ordinary shares at a deemed value of $0.06 per share, that were issued in consideration for an option to acquire tenements. These were recognised as share-based payments because option to acquire tenements did not meet recognition criteria for capitalised mineral exploration expenditure, but the shares issued have been recognised in issued capital as disclosed in note 17.
- $80,970 for share options issued and granted to an external consultant on 8 March 2021 as described in note 18a).
- $29,800 for share options issued and granted to an employee on 5 February 2021 as described in note 18a).
- $10,958 for expensing of the employee performance rights over the expected vesting periods as described in note 18h).
a) Options issued during the period
The following options were issued during the year:
• 69,659,090 free attaching share options with an exercise price of $0.03 and expiry date of 12 August 2023 were issued on 12 August 2020 for no further consideration to participants in the capital raising. 12,720,298 of these options were exercised during the year, as shown in note 17a), leaving 56,938,792 of these options on issue at 30 June 2021. These options were issued with nil value and nil expense recognised for accounting purposes.
Note 18 Options and share based payments (continued)
- 10,000,000 share options, with an exercise price of $0.03 and expiring 12 August 2023 were issued to Hartleys for advisory services on 12 August 2021 following shareholder approval on 6 August 2020. These have been valued as at a measurement date of 15 March 2020, being the approximate date of performance of most relevant services for these options. The total value of these options of $102,800 has been recognised and fully expensed as a share-based payment during the year.
- A total of 12,000,000 Director options were issued to Mr Braud and Mr Bolster on 12 August 2020 following shareholder approval on 6 August 2020. These options vested immediately, have exercise prices ranging from $0.049 to $0.108, and expire on 12 August 2023. These options were initially recognised at 30 June 2020 with a total value of $816,418 expensed as a share-based payment, but have been revalued as at their 6 August 2020 grant date at a total value of $620,820. The initial valuation of these options as at 30 June 2020 and consequent revaluation of these options during the year has been reflected with an expense of $816,418 recognised in 2020, followed by a reversal of ($195,598) during 2021, giving a final value of $620,820.
- 3,000,000 share options were issued and granted to a consultant on 8 March 2021 with an exercise price of $0.081 and expiry date of 12 August 2023 These options vested immediately. The total value of these options of $80,970 has been recognised and fully expensed as a share-based payment during the year.
- 1,000,000 share options were issued and granted to an employee on 5 February 2021 with an exercise price of $0.08 and expiry date of 5 February 2024. These options vested immediately. The total value of these options of $29,800 has been recognised and fully expensed as a share-based payment during the year.
The above options are all valued with the Black-Scholes formula, using the following parameters, with no expected dividends or discounts for other factors. Historical volatility has been used as the basis for determining expected share price volatility.
| Recipient | Measurementdate | Expiry date | Exercise Price | Number ofOptions | measurementShare Price atdate | volatility | interest rate | value perOption |
|---|---|---|---|---|---|---|---|---|
| Hartleys | 15/05/20 | 12/08/23 | $0.03 | 10,000,000 | $0.016 | 123% | 0.27% | $0.01028 |
| Mr Braud | 6/08/20 | 12/08/23 | $0.049 | 2,000,000 | $0.06 | 176% | 0.27% | $0.05318 |
| Mr Braud | 6/08/20 | 12/08/23 | $0.057 | 2,000,000 | $0.06 | 176% | 0.27% | $0.05264 |
| Mr Braud | 6/08/20 | 12/08/23 | $0.076 | 2,000,000 | $0.06 | 176% | 0.27% | $0.05151 |
| Mr Bolster | 6/08/20 | 12/08/23 | $0.070 | 2,000,000 | $0.06 | 176% | 0.27% | $0.05185 |
| Mr Bolster | 6/08/20 | 12/08/23 | $0.081 | 2,000,000 | $0.06 | 176% | 0.27% | $0.05125 |
| Mr Bolster | 6/08/20 | 12/08/23 | $0.108 | 2,000,000 | $0.06 | 176% | 0.27% | $0.04998 |
| Employee | 5/02/21 | 5/02/24 | $0.08 | 1,000,000 | $0.046 | 127% | 0.10% | $0.02980 |
| Consultant | 8/03/21 | 12/08/23 | $0.081 | 3,000,000 | $0.046 | 128% | 0.13% | $0.02699 |
Note 18 Options and share based payments (continued)
b) Options exercised and on issue
A total of 16,720,298 share options were exercised during the year as shown in note 17c): 12,720,298 share options with an exercise price of $0.03 that were issued to investors in 2021, and 4,000,000 share options with an exercise price of $0.001 that were issued to now former directors in 2020.
c) Options cancelled during the period
The following options lapsed, expired or became un-exercisable during the year:
- 4,000,000 of the Tranche 1 options, with an exercise price of $0.001, and a former expiry date of 4 December 2022, that were issued to now former directors during 2020 who resigned before the end of the 24 month vesting periods.
- 18,750,000 share options granted on 3 July 2017 and 26 September 2017 with an exercise price of $0.20 and an expiry date of 10 October 2020.
d) Options on issue at the balance date
The number of options outstanding over unissued ordinary shares at 30 June 2021 is 103,603,347 (30 June 2020: 39,870,000). The terms of these options are as follows:
| Date Granted or issued | Number | Exercise price | Expiry date |
|---|---|---|---|
| 15 May 2017 | 3,000,000 | 20 cents | 15 May 2022 |
| 1 March 2019 | 120,000 | 9 cents | 28 February 2023 |
| 28 November 2019 | 14,000,000 | 0.1 cents | 4 December 2022 |
| 12 August 2020 | 56,938,792 | 3 cents | 12 August 2023 |
| 12 August 2020 | 10,000,000 | 3 cents | 12 August 2023 |
| 12 August 2020 | 2,000,000 | 4.9 cents | 12 August 2023 |
| 12 August 2020 | 2,000,000 | 5.7 cents | 12 August 2023 |
| 12 August 2020 | 2,000,000 | 7.6 cents | 12 August 2023 |
| 12 August 2020 | 2,000,000 | 7 cents | 12 August 2023 |
| 12 August 2020 | 2,000,000 | 8.1 cents | 12 August 2023 |
| 12 August 2020 | 2,000,000 | 10.8 cents | 12 August 2023 |
| 5 February 2021 | 1,000,000 | 8 cents | 5 February 2024 |
| 8 March 2021 | 3,000,000 | 8.1 cents | 12 August 2023 |
| Total | 100,058,792 |
Note 18 Options and share-based payments (continued)
e) Subsequent to the balance date
The following share options were issued and granted on 7 July 2021 to the Group's new CEO Julian Ford:
- 2,000,000 options with an exercise price of $0.048 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.055 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.074 and expiry date of 7 July 2024.
f) Reconciliation of movement of options over unissued shares during the period including weighted average exercise price (WAEP)
| 2021 | 2020 | |||
|---|---|---|---|---|
| No. | WAEP | No. | WAEP | |
| (cents) | (cents) | |||
| Options outstanding at the start of | ||||
| the period | 39,870,000 | 10.94 | 22,320,000 | 19.94 |
| Options issued to investors | 69,659,090 | 3.00 | ||
| Options granted during the period | 26,000,000 | 5.79 | 18,000,000 | 0.01 |
| Options exercised during the period | (16,720,298) | 2.31 | - | |
| Optionscancelledandexpired | ||||
| unexercised during the period | (18,750,000) | 20.0 | (450,000) | 20.0 |
| Options outstanding at the end of | ||||
| the period | 100,058,792 | 3.84 | 39,870,000 | 10.94 |
g) Weighted average contractual life
The weighted average remaining contractual life for un-exercised options is 24 months (2020: 16 months).
h) Performance rights
Quarterback Performance Rights
Shareholders granted approval on 6 August 2020 for the issue of 50,000,000 performance rights to Quarterback Geological Consultants Pty Ltd ("Quarterback") as consideration for geological strategy and consultancy services to be provided. The Quarterback Performance Rights will convert into shares on a one for one basis on achievement of the following milestones, or lapse if performance milestones are not met within 5 years of the commencement date:
Note 18 Options and share-based payments (continued)
| Class | PerformanceRightsAward | Performance Milestone |
|---|---|---|
| Class A | 25,000,000 | The Company makes an announcement, resulting from Quarterback'sperformance of the identifying Services, of a JORC inferred resource of250koz of gold or gold equivalent, in relation to a Qualifying Project, onthe ASX announcements platform on or before the Expiry Date |
| Class B | 25,000,000 | The Company makes an announcement, resulting from Quarterback'sperformance of the identifying Services, of a JORC inferred resource of500koz of gold or gold equivalent, in relation to a Qualifying Project, onthe ASX announcements platform on or before the Expiry Date |
These performance rights have been valued at the grant date share price of $0.06 each for a total value of $3,000,000. The value of these performance rights is being expensed over the expected vesting period from 13 August 2020 to 17 June 2025 with $544,375 recognised as an expense during the year.
Employee Performance Rights
The Company granted and issued on 5 February 2021 3,000,000 performance rights to an employee under the Employee Security Incentive Plan. The Employee Performance Rights will convert into shares on a one for one basis on achievement of the following milestones, or lapse if performance milestones are not met by the expiry dates:
| Class | PerformanceRightsAward | Performance Milestone |
|---|---|---|
| Class A | 1,500,000 | Announcement of a JORC inferred resource of 250koz Au or equivalenton or before the Expiry Date of 5 February 2026 |
| Class B | 1,500,000 | Announcement of a JORC inferred resource of 500koz Au or equivalenton or before the Expiry Date of 5 February 2026 |
These performance rights have been valued at the grant date share price of $0.046 each for a total value of $138,000. The value of these performance rights is being expensed over the expected vesting period from 5 February 2021 to 5 February 2026 with $10,958 recognised as an expense during the year.
Note 19 Reserves
| Consolidated | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Foreignexchangetranslationreserve(i) | Share-basedpaymentreserve(ii) | Foreignexchangetranslationreserve | Share-basedpaymentreserve | |
| $ | $ | $ | $ | |
| Balanceatthebeginningoftheyear/periodMovement in foreign translation reserve | 237,605 | 2,935,423 | 133,547 | 2,073,655 |
| in respect of exchange rateMovementinshare-basedpayment | (243,060) | - | 104,058 | - |
| reserve in respect of options issuedMovementinshare-basedpaymentreserve in respect of performance rights | - | 104,556 | - | 861,768 |
| issued | - | 555,333 | - | - |
| Balance at the end of the year/period | (5,455) | 3,595,312 | 237,605 | 2,935,423 |
- (i) The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.
- (ii) The share-based payment reserve is used to recognise the fair value of options and performance rights issued.
Note 20 Financial instruments
Credit risk
The Directors do not consider that the Group's financial assets are subject to anything more than a negligible level of credit risk, and as such no disclosures are made, note 2(a).
Impairment losses
The Directors do not consider that any of the Group's financial assets are subject to impairment at the reporting date. No impairment expense or reversal of impairment charge has occurred during the reporting period.
Interest rate risk
At the reporting date the interest profile of the Group's interest-bearing financial instruments was:
| Carrying amount ($)20212020 | |||
|---|---|---|---|
| Fixed rate instrumentsFinancial assets | - | 1,005,999 | |
| Variable rate instrumentsFinancial assets | 294,434 | 272,102 |
At Balance date the Group is not materially exposed to interest rate risk.
Note 20 Financial instruments (continued)
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements, note 2(b):
| years$ |
|---|
| - |
| - |
| - |
| - |
Fair values
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet are as follows:
| Consolidated | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Carrying | Carrying | |||
| amount | Fair value | amount | Fair value | |
| $ | $ | $ | $ | |
| Cash and cash equivalents | 294,434 | 294,434 | 1,278,101 | 1,278,101 |
| Trade other receivables | 198,450 | 198,450 | 21,596 | 21,596 |
| Trade and other payables | (611,963) | (611,963) | (293,535) | (293,535) |
| Lease Liability | (14,556) | (14,556) | (35,332) | (35,332) |
| (133,635) | (133,635) | 970,830 | 970,830 |
The Group's policy for recognition of fair values is disclosed at note 1(t).
Note 21 Dividends
No dividends were paid or proposed during the financial year ended 30 June 2021.
The Company has no franking credits available as at 30 June 2021.
Note 22 Key management personnel disclosures
(a) Directors and key management personnel
The following persons were directors of Riversgold Limited during the financial year:
- (i) Chairman – non-executive Simon Andrew (appointed 28 August 2019)
- (ii) Executive director Xavier Braud, Executive Director (appointed 10 June 2020)
- (iii) Non-executive director Simon Bolster (appointed 23 June 2020)
- (iv) Executive director Justin Boylson (appointed 28 August 2019-resigned 28 August 2020)
There were no other persons employed by or contracted to the Company during the financial year, having responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly.
(b) Key management personnel compensation
A summary of total compensation paid to key management personnel during the year is as follows:
| 2021$ | 2020$ | |
|---|---|---|
| Total short-term employment benefits | 194,583 | 271,258 |
| Total share-based payments1 | (132,247) | 859,768 |
| Total post-employment benefits | 3,286 | 11,875 |
| 65,622 | 1,142,901 |
1 The fair value of share based payments granted to Directors as remuneration is included in the financial statements over the periods that they vest.
Note 23 Remuneration of auditors
| 2021$ | 2020$ | |
|---|---|---|
| Audit andreview of the Company's financial | ||
| statements | 25,390 | 28,187 |
| Total | 25,390 | 28,187 |
Note 24 Contingencies
(a) Contingent liabilities
There were no material contingent liabilities not provided for in the financial statements of the Group as at 30 June 2021 other than:
Native Title and Aboriginal Heritage
Native title claims have been made with respect to areas which include tenements in which the Group has an interest pursuant to various share sale and asset acquisition agreements.
The Group is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Group or its projects. Agreement is being or has been reached with various native title claimants in relation to Aboriginal Heritage issues regarding certain areas in which the Group has an interest.
(b) Contingent assets
There were no material contingent assets as at 30 June 2021 other than contingent payments receivable on the sale of Alaskan interests as disclosed in note 16.
Note 25 Commitments
(a) Exploration
The Group has certain obligations to perform minimum exploration work on mineral leases held. These obligations may be varied as a result of renegotiations of the terms of the exploration licences or their relinquishment. The minimum exploration obligations are less than the normal level of exploration expected to be undertaken by the Group.
As at balance date, total exploration expenditure commitments on tenements held by the Group have not been provided for in the financial statements. Commitments for the following twelve month period amount to approximately $647,000 (2020: $889,760).
(b) Contractual Commitment
There are no material contractual commitments as at 30 June 2021 and 30 June 2020 not otherwise disclosed in the Financial Statements.
Note 26 Related party transactions
(a) Subsidiaries
| Ownership Interest | |||||
|---|---|---|---|---|---|
| Subsidiary Company | Country ofIncorporation | Parent | 30 June2021 | 30 June2020 | |
| Riversgold (Australia) PtyLtd | Australia | Riversgold Ltd | 100% | 100% | |
| Cambodia Gold Pty Ltd | Australia | Riversgold Ltd | 100% | 100% | |
| Afranex Gold Pty Ltd 1 | Australia | Riversgold Ltd | 100% | 100% | |
| Afranex (Alaska) Limited | USA | Afranex Gold Pty Ltd | 100% | 100% | |
| North Fork ResourcesPty Ltd | Australia | Afranex Gold Pty Ltd | 100% | 100% |
The ultimate controlling party of the group is Riversgold Ltd.
(b) Loans to controlled entities
The following amounts are payable to the parent company, Riversgold Ltd, at the reporting date. These amounts are eliminated on consolidation.
| 30 June 2021$ | 30 June 2020$ | |
|---|---|---|
| Riversgold (Australia) Pty Ltd | 5,723,486 | 3,683,609 |
| Afranex Gold Pty Ltd | 2,071,668 | 2,627,379 |
| Cambodia Gold Pty Ltd | 305,441 | 305,441 |
(c) Transactions with Directors
Transactions with Directors, as directors of the Company, during the year are disclosed at Note 22 – Key Management Personnel.
During the year ended 30 June 2021, the Company incurred $160,868 for research sponsorship and mineral exploration services provided by Portable PPB Pty Ltd, an entity associated with Mr Simon Bolster. These services provided by Portable PPB Pty Ltd were done so at an arm's length basis and on normal commercial terms. $38,500 was owed to Portable PPB Pty Ltd at 30 June 2021.
There are no other related party transactions, other than those already disclosed elsewhere in this financial report.
Note 27 Events occurring after the balance sheet date
On 7 July 2021 the Company announced the appointment of Chief Executive Officer Julian Ford with a base salary of $150,000 plus statutory superannuation with a 3 month minimum termination period. The Company granted and issued 6,000,000 options to Mr Ford with the following terms:
- 2,000,000 options with an exercise price of $0.048 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.055 and expiry date of 7 July 2024.
- 2,000,000 options with an exercise price of $0.074 and expiry date of 7 July 2024.
On 20 July 2021 the Company announced amendment to the Alaskan asset sale agreement for the following remaining payment terms:
- $USD250,000 receivable by 26 July 2021 (received and cleared on 20 July 2021;
- $USD300,000 on 31 August 2021 ($USD150,000 of this received as at date of this report);
- $USD450,000 receivable on 30 September 2021;
- An uncapped gross revenue royalty of 1.5% on all minerals produced from the Alaskan tenements;
- $USD1,000,000 payable on the definition of an inferred mineral resource of 500,000 oz Au; and
- $USD1,000,000 payable on the definition of an inferred mineral resource of 1,000,000 oz Au.
Other than started above there has not arisen between the end of the financial year and the date of this report any item of a material and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years.
| Consolidated | |
|---|---|
| 2021 | 2020 |
| $ | $ |
Note 28 Reconciliation of loss after tax to net cash inflow from operating activities
| Loss after income tax | (1,634,151) | (1,661,033) |
|---|---|---|
| Adjustment for non-cash items: | ||
| Impairment of exploration | 22,930 | - |
| Exploration expensed | - | 8,961 |
| Share-based payments expense | 704,889 | 861,768 |
| Depreciation | 53,700 | 52,618 |
| Non cash share issue | - | 100,533 |
| Net foreign exchange differences | 51,255 | 104,058 |
| Movement in assets and liabilities: | ||
| (Increase) in receivables | (176,854) | (8,481) |
| (Increase) in other assets | (3,082) | - |
| Increase/(decrease) in payables | 70,339 | (151,342) |
| Increase in employee leave liabilities | 5,444 | 340 |
| Net cash outflow from operating activities | (905,530) | (692,578) |
There were no non-cash investment or financing activities during the year.
Note 29 Loss per share
| Consolidated | ||
|---|---|---|
| 2021 | 2020 | |
| a) Basic loss per share | Cents | Cents |
| Loss attributable to ordinary equity holders of the | ||
| Company for continuing operations | (0.42) | (0.85) |
| Loss attributable to ordinary equity holders of the | ||
| Company | (0.42) | (0.85) |
| b) Diluted loss per share | ||
| Loss attributable to ordinary equity holders of the | ||
| Company for continuing operations | (0.42) | (0.85) |
| Loss attributable to ordinary equity holders of the | ||
| Company | (0.42) | (0.85) |
| c) Loss used in calculation of basic and diluted loss per | ||
| share | $ | $ |
| Consolidated loss after tax from continuing operations | (1,634,151) | (1,653,666) |
| Consolidated loss after tax | (1,634,151) | (1,661,033) |
| d) Weighted average number of shares | ||
| used as the denominator | No. | No. |
| Weighted average number of shares used | ||
| as the denominator in calculating basic | ||
| and dilutive loss per share | 386,021,046 | 194,743,785 |
At 30 June 2021 the Company has on issue 100,058,792 (30 June 2020: 39,870,000) unlisted options over ordinary shares that are not considered to be dilutive.
Note 30 Parent entity information
| Company | ||
|---|---|---|
| 2021 | 2020 | |
| $ | $ | |
| Financial position | ||
| Assets | ||
| Cash | 294,434 | 1,276,343 |
| Other current assets | 208,067 | 25,631 |
| Non-current assets – investments in subsidiaries | 2,071,668 | 4,640,028 |
| Non-current assets – other | 31,349 | 89,166 |
| Total Assets | 2,605,518 | 6,031,068 |
| Liabilities | ||
| Current liabilities | 634,450 | 99,312 |
| Non-current liabilities | - | 14,555 |
| Total Liabilities | 634,450 | 113,867 |
| NET ASSETS | 1,971,068 | 5,917,301 |
| Equity | ||
| Issued Capital | 16,940,626 | 15,885,834 |
| Reserves | 3,595,312 | 2,935,423 |
| Foreign Currency Reserve | - | 1,233 |
| Accumulated losses | (18,564,870) | (12,905,189) |
| TOTAL EQUITY | 1,971,068 | 5,917,301 |
| Financial performance | ||
| Loss for the period | 5,659,681 | 1,787,764 |
| Other comprehensive income | - | - |
| Total comprehensive loss | 5,659,681 | 1,787,764 |
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
No guarantees have been entered into by the parent entity in relation to the debts of its subsidiary companies.
Contingent liabilities
For full details of contingencies see Note 24.
Commitments
For full details of commitments see Note 25.
Riversgold Limited ABN 64 617 614 598
Directors' Declaration
In the opinion of the Directors of Riversgold Limited ("the Company")
- (a) the accompanying financial statements and notes are in accordance with the Corporations Act 2001, including:
- (i) complying with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
- (ii) give a true and fair view of the financial position as at 30 June 2021 and of the performance for the period ended on that date of the Group.
- (b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.
- (c) the financial statements comply with International Financial Reporting Standards as set out in Note 1.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2021.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 30th day of September 2021.
Simon Andrew Non-Executive Chairman
INDEPENDENT AUDITOR'S REPORT
To the members of Riversgold Ltd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Riversgold Ltd ("the Company") and its controlled entities ("the Group"), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
- a) giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial performance for the year then ended; and
- b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants ("the Code") that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1(a) in the financial report, which indicates that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern paragraph above, we have determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter How our audit addressed the key audit matter
Carrying amount of exploration and evaluation expenditure Refer to Note 11
The carrying amount of exploration and evaluation expenditure as at 30 June 2021 is $4,678,755.
In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group capitalises all exploration and evaluation expenditure, including acquisition costs and subsequently applies the cost model after recognition.
Our audit focussed on the Group's assessment of the carrying amount of the capitalised exploration and evaluation asset, as this is one of the most significant assets of the Group.
We planned our work to address the audit risk that the capitalised expenditure may no longer meet the recognition criteria of the standard. In addition, we considered it necessary to assess whether facts and circumstances existed to suggest that the carrying amount of the exploration and evaluation asset may exceed its recoverable amount.
Our procedures included but were not limited to the following:
- We obtained an understanding of the key processes associated with management's review of the carrying values of each area of interest;
- We considered the Directors' assessment of potential indicators of impairment;
- We obtained evidence that the Group has current rights to tenure of its areas of interest;
- We discussed with management the nature of planned ongoing activities;
- We reviewed the cashflow forecast for the upcoming financial year for budgeted substantive exploration expenditure;
- We substantiated a sample of expenditure by agreeing to supporting documentation; and
- We examined the disclosures made in the financial report.
Discontinued Operations and Assets and Liabilities Classified as Held for Sale Refer to Note 16
On 12 April 2021, the Group signed a share sale agreement with Mamba Minerals LLC to sell100% of the shares of Afranex (Alaska) Limited. As a result of this transaction, Afranex (Alaska) Limited is a discontinued operation and the assets and liabilities are classified as held for sale
The recognition and disclosure of this transaction in the financial report is complex and has a significant impact on the disclosure of the financial results and financial position of the Group.
We considered this to be a key audit matter as it is important to users' understanding of the financial statements as a whole.
Our procedures included but were not limited to the following:
- We ensured that the accounting for this matter is in line with the requirements of AASB 5 Noncurrent Assets Held for Sale and Discontinued Operations;
- We reviewed the share sale agreement;
- We considered the fair values of the assets and liabilities being disposed of; and
- We ensured that the appropriate disclosures have been made in the financial statements.
Information other than the financial report and auditor's report thereon
The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2021, but does not include the financial report and our auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2021.
In our opinion, the Remuneration Report of Riversgold Ltd for the year ended 30 June 2021 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards
HLB Mann Judd D I Buckley Chartered Accountants Partner
Perth, Western Australia 30 September 2021
ASX Additional Information
Shareholder Information
The following information is based on share registry information processed up to 27 October 2021.
Distribution of Fully Paid Ordinary Shares
| Spread of Holders | Number of Holders | Number of Shares |
|---|---|---|
| 1 – 1,000 | 26 | 2,469 |
| 1,001 – 5,000 | 14 | 45,125 |
| 5,001 – 10,000 | 180 | 1,622,126 |
| 10,001 – 100,000 | 737 | 30,605,202 |
| 100,001 and over | 407 | 371,767,274 |
| Total | 1,364 | 404,042,196 |
There are 404 holders of unmarketable parcels comprising a total of 4,377,311 ordinary shares amounting to 1.08% of issued capital.
Twenty Largest Holders of Quoted Shares (ungrouped)
| Shareholder | Number Held | % | |
|---|---|---|---|
| 1 | Sisu International Pty Ltd | 32,918,047 | 8.15 |
| 2 | Eaglehawk Investments Pty Ltd | 28,150,000 | 6.97 |
| 3 | Eaglehawk Investments Pty Ltd | 21,000,000 | 5.20 |
| 4 | HSBC Custody Nominees (Australia) Limited | 16,532,201 | 4.09 |
| 5 | Evolution Mining Limited | 15,700,000 | 3.89 |
| 6 | Citymist Holdings Pty Ltd | 15,000,000 | 3.71 |
| 7 | ESM Limited | 9,000,000 | 2.23 |
| 8 | Jayandem Pty Ltd | 8,984,778 | 2.22 |
| 9 | Monex Boom Securities (HK) Ltd | 8,200,000 | 2.03 |
| 10 | Kendali Pty Ltd | 6,000,000 | 1.48 |
| 11 | Torr Family Pty Ltd | 6,000,000 | 1.48 |
| 12 | Mr Douglas Jay Burgin | 5,500,000 | 1.36 |
| 13 | G & C Ashmore Nominees Pty Ltd | 5,000,000 | 1.24 |
| 14 | Investar Holdings Pty Ltd | 5,000,000 | 1.24 |
| 15 | St Barnabas Investments Pty Ltd | 5,000,000 | 1.24 |
| 16 | Mr Jeffrey Foster | 4,467,217 | 1.11 |
| 17 | Davy Corp Pty Ltd | 3,483,333 | 0.86 |
| 18 | Mr Simon James Sydney Bolster & Ms Roslyn Pamela O'Sullivan | ||
| 3,350,000 | 0.83 | ||
| 19 | Mrs Ainsley Gae Andrew | 3,333,333 | 0.82 |
| 20 | Romfal Sifat Pty Ltd | 3,000,000 | 0.74 |
| Total | 205,618,909 | 50.89 |
There are 404,042,196 ordinary fully paid shares currently listed on the Australian Securities Exchange held by 1,364 shareholders. There is no current on-market buy back taking place.
Voting Rights - Fully Paid Ordinary Shares
Every shareholder present in person or by proxy, attorney or representative has one vote on a show of hands, and on a poll, one vote for each fully paid share.
Substantial Holders
The Company notes the following substantial shareholder notices and details have been given to the Company under the Corporations Act:
| Substantial Shareholder | Number Held |
|---|---|
| Tolga Kumova | 33,236,728 |
| Eaglehawk Investments Pty Ltd | 19,450,000 |
Unquoted Equity Securities
| Class | Quantity | Number ofHolders |
|---|---|---|
| Options exercisable at $0.20 each on or before 15 May 2022 | 3,000,000 | 3 |
| Options exercisable at $0.001 each on or before 4 December 2022 | 14,000,000 | 3 |
| Options exercisable at $0.09 each on or before 28 February 2023 | 120,000 | 1 |
| Options exercisable at $0.03 each on or before 12 August 2023 | 66,938,792 | 25 |
| Options exercisable at $0.049 each on or before 12 August 2023 | 2,000,000 | 1 |
| Options exercisable at $0.057 each on or before 12 August 2023 | 2,000,000 | 1 |
| Options exercisable at $0.07 each on or before 12 August 2023 | 2,000,000 | 1 |
| Options exercisable at $0.076 each on or before 12 August 2023 | 2,000,000 | 1 |
| Options exercisable at $0.081 each on or before 12 August 2023 | 5,000,000 | 2 |
| Options exercisable at $0.108 each on or before 12 August 2023 | 2,000,000 | 1 |
| Options exercisable at $0.08 each on or before 5 February 2024 | 1,000,000 | 1 |
| Options exercisable at $0.048 each on or before 7 July 2024 | 2,000,000 | 1 |
| Options exercisable at $0.055 each on or before 7 July 2024 | 2,000,000 | 1 |
| Options exercisable at $0.074 each on or before 7 July 2024 | 2,000,000 | 1 |
| Class A Performance Rights | 25,000,000 | 1 |
| Class B Performance Rights | 25,000,000 | 1 |
| Class C Performance Rights | 1,500,000 | 1 |
| Class D Performance Rights | 1,500,000 | 1 |
| Class | Holder | Quantity |
|---|---|---|
| Options exercisable at $0.20 each on or before15 May 2022 | Mr Jeffrey FosterMr Allan John KellyMr Roderick John Webster & MsAnne Heather Webster | 1,000,0001,000,0001,000,000 |
| Options exercisable at $0.001 each on orbefore 4 December 2022 | Lugard Consulting Pty LtdDavy Corp Pty Ltd | 6,000,0006,000,000 |
| Options exercisable at $0.09 each on or before28 February 2023 | Ms Julia Marie Dunning | 120,000 |
| Options exercisable at $0.049 each on orbefore 12 August 2023 | Mr Xavier Braud & Dr LaureAntoinette Martin | 2,000,000 |
| Options exercisable at $0.057 each on orbefore 12 August 2023 | Mr Xavier Braud & Dr LaureAntoinette Martin | 2,000,000 |
| Options exercisable at $0.07 each on or before12 August 2023 | Mr Simon James Sydney Bolster &Ms Roslyn Pamela O'Sullivan | 2,000,000 |
| Options exercisable at $0.076 each on orbefore 12 August 2023 | Mr Xavier Braud & Dr LaureAntoinette Martin | 2,000,000 |
| Options exercisable at $0.081 each on orbefore 12 August 2023 | Mr Simon James Sydney Bolster &Ms Roslyn Pamela O'SullivanMr Melvyn Lintern | 2,000,0003,000,000 |
| Options exercisable at $0.108 each on orbefore 12 August 2023 | Mr Simon James Sydney Bolster &Ms Roslyn Pamela O'Sullivan | 2,000,000 |
| Options exercisable at $0.08 each on or before5 February 2024 | Mr Vincent Bellandi | 1,000,000 |
| Class A Performance Rights | Quarterback Geological ConsultantsPty Ltd | 25,000,000 |
| Class B Performance Rights | Quarterback Geological ConsultantsPty Ltd | 25,000,000 |
| Class C Performance Rights | Mr Vincent Bellandi | 1,500,000 |
| Class D Performance Rights | Mr Vincent Bellandi | 1,500,000 |
| Options exercisable at $0.048 each on orbefore 7 July 2024 | Mr Julian Ford | 2,000,000 |
| Options exercisable at $0.055 each on orbefore 7 July 2024 | Mr Julian Ford | 2,000,000 |
| Options exercisable at $0.074 each on orbefore 7 July 2024 | Mr Julian Ford | 2,000,000 |
Holders of Unquoted Securities Holding More than 20% of Each Class
Company Secretary
Oonagh Malone
Registered Office
Suite 23, 513 Hay Street, Subiaco, Western Australia Telephone: +61 8 6143 6747
Share Registry
Automic Registry Services ,126 Phillip Street, Sydney NSW 2000 Telephone: 1300 992 916
Schedule of Mining Tenements
| Project | Tenement | Status | Ownership |
|---|---|---|---|
| Western Australia | |||
| Kurnalpi | E25/538 | Live | 80% |
| E25/539 | Live | 80% | |
| E25/540 | Live | 80% | |
| E25/541 | Live | 80% | |
| E28/2580 | Live | 80% | |
| E25/550 | Live | 100% | |
| E28/2599 | Live | Earning 70% | |
| E28/2665 | Live | Earning 70% | |
| E25/573 | Application | 100% | |
| E25/582 | Application | 100% | |
| E25/583 | Application | 100% | |
| E25/2610 | Application | 100% | |
| E25/2611 | Application | 100% | |
| E25/2612 | Application | 100% | |
| E28/3034 | Application | 100% | |
| E28/3060 | Application | 100% | |
| South Australia | |||
| Churchill Dam | EL 5890 | Live | 100% |
| Eucolo Creek | EL 6813 | Live | 100% |
| Alaska | # claims | ||
| Luna/Quicksilver | BP Claims | Live | 64 – 100% |
| LUNA Claims | Live | 38 – 100% | |
| NQ Claims | Live | 8 – 100% | |
| Gemuk Mountain | GM Claims | Live | 52 – 100% |
| Midway Hill | MD Claims | Live | 70 – 100% |
| Cambodia | |||
| Antrong | Antrong | Application | 100% |
| Kang Roland North | Application | 100% | |
| Rapoah | Application | 100% | |
| Kang Roland South | Kang Roland South | Application | 100% |