2018 Annual Financial Report Bellevue Gold Limited ACN: 110 439 686 A Suite 3, Level 3, 24 Outram Street, West Perth, 6005 | T +61 8 6424 8077 E admin@bellevuegold.com.au | ASX: BGL | W www.bellevuegold.com.au DIRECTORS Raymond Shorrocks Non-Executive Chairman Stephen Parsons Executive Director Michael Naylor Executive Director Company Secretary Michael Naylor PR INC IPA L & REGISTERED OF F I CE Suite 3, Level 3 24 Outram Street West Perth WA 6005 P: (08) 6424 8077 www.bellevuegold.com.au A U D I T O R Grant Thornton Audit Central Park Level 43, 152 - 158 St Georges Terrace Perth WA 6000 S H A R E R E G I S T R Y Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Po Box 535 Applecross WA 6953 P: (08) 9315 2333 F: (08) 9315 2233 A S X L I S T I N G ASX Code: BGL (Formerly DRG) Australian Business Number 99 110 439 686 C O N T E N T S Chairman’s Letter Directors’ Report Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Directors' Declaration Independent Auditor’s Report Auditor’s Independence Declaration ASX Additional information 1 3 25 26 27 28 29 50 51 55 57 C H A I R M A N ’ S LE T T E R Dear Fellow Shareholders, Welcome to the 2018 Annual Report for Bellevue Gold Limited (ASX: BGL), looking back on a year in which our Company achieved outstanding success, making one of the highest-grade new gold discoveries in Australia. This report also marks our first under our new company name, with Draig Resources Limited becoming Bellevue Gold Limited post year-end, reflecting our new focus on the Bellevue Gold Project in WA’s Goldfields region. Bellevue was once one of Australia’s richest gold mines, producing 800,000 ounces of gold at an impressive grade of 15 grams per tonne over a mine life that spanned a century. However, gold production ceased at the mine in 1997, and it has effectively been ‘parked’ since then – Bellevue had missed out on major advances in exploration techniques and the gold price resurgence over the past decade. Our Company acquired the Bellevue project during the 2017 financial year, and since then we have made great strides in uncovering the potential we believe this historic gold prospect still holds. Our efforts to date have been rewarding, as post year-end on 1 August we declared a maiden JORC inferred gold resource of 1.9 million tonnes at 8.2g/t gold for 500,000oz1 for the project. This has been a very exciting discovery for our Company, and it was incredibly pleasing that we were able to deliver a resource estimate only eight months after first drilling the deposit. The deposit is attractive given 90% of the resource is from surface down to approximately 450metres, it is adjacent to existing historical underground workings and there is significant scope for rapid expansion. Metallurgical testwork to date has returned excellent gold recoveries of 98.8% and the resource is located on a granted mining licence close to all necessary infrastructure. In addition to the maiden inferred resource estimate, our recent drilling at the adjacent Viago Lode has returned a drill result of 4.3m at 58.8 g/t gold, and nearby holes returned 3.4m at 10.4 g/t gold and 2.5m @ 13.1 g/t gold as well as 1.4m at 9.6 g/t gold, confirming Viago Lode to be another significant high grade gold discovery. We are completing step- out and infill drilling in this area to further define this mineralisation. We believe our two discoveries in such rapid succession mean we are just scratching the surface of a large gold system. We have already defined a 4 kilometres long mineralised gold corridor, which is open along strike, and we have identified multiple high- grade gold targets that we plan to drill test before the end of the 2018 calendar year. We are fully funded to continue our exploration success and believe our planned drilling will lead to further gold discoveries across our >4,000km2 strategic landholding. We expect to have an updated Resource Estimate ready by the December 2018 Quarter, with further drilling results to provide a strong news flow over the coming 12 months. During the year, we raised capital to fund our exploration drilling at Bellevue, complete the resource estimate, and for general working purposes. I would like to thank our Shareholders, both new and existing, for your support in these activities. We feel that Bellevue Gold is on the verge of company-making discoveries across our landholding and I hope that you share in our confidence that we can achieve further explorational success. We added to the strength of our Board during the year with the appointment of Michael Naylor as a Non-Executive Director and Company Secretary. Michael is a chartered accountant with more than 20 years of experience in corporate advisory and public company management and helps to round out our skill set. I would like to thank Executive Director Steve Parsons as well as Bellevue’s management and staff for their dedication and hard work over the past year which has been very busy but also incredibly rewarding. Bellevue Gold has a unique opportunity to unlock the full potential of one of Australia’s historically great high-grade gold mines, and 2019 will see us take important steps towards that. It promises to be another exciting year for our Company and I hope you share it with us. Raymond Shorrocks Non-Executive Chairman 1 Our Company acquired the Bellevue project during the 2017 financial year, and since then we have made great strides in uncovering the potential we believe this historic gold prospect still holds. 2 D I R E C T O R S ’ R E P O RT 1. Directors’ report The Board of Directors presents its report together with the consolidated financial report of Bellevue Gold Limited (“the Company”) and its subsidiaries (“the Group”), for the financial year ended 30 June 2018 and the auditor’s report thereon. 1.1 Directors details The following persons were Directors of Bellevue Gold Limited during or since the end of the financial year: Raymond Shorrocks Non-Executive Chairman Non-Executive Director since 31 December 2015 and appointed Chairman since 28 July 2016. Stephen Parsons Executive Director Director since 31 March 2017 Mr Shorrocks has over 21 years’ experience in corporate finance and has advised a diverse range of mining companies during his career at Patersons, one of Australia’s largest full service stockbroking and financial services firms. He has been instrumental in managing and structuring equity capital raisings as well as having advised extensively in the area of mergers and acquisitions. Other current Directorships: Indago Energy Limited (Appointed 12 January 2016) Galilee Energy Limited (Appointed 15 January 2014) Estrella Resources Limited (Appointed 24 January 2015) Previous Directorships (last 3 years): International Goldfields Limited (Appointed 8 September 2016, resigned 4 January 2018) Interest in shares at the date of this report 1,403,450 Interest in options at the date of this report 7,500,000 options (exercise price $0.135, expiry 27 October 2020) Mr Parsons was previously the Managing Director of Gryphon Minerals Ltd, which he founded and listed on the Australian Securities Exchange, growing the company to be included on the ASX200 group of companies. During that time, Mr Parsons oversaw the discovery and delineation of the 3.6 Million oz Banfora Gold Project in Burkina Faso in West Africa and the subsequent takeover of the company for $100 Million by a significant North American gold company in late 2016. Mr Parsons has 21 years’ experience in the mining industry with a proven track record of mineral discoveries, corporate growth, international investor relations and creating shareholder wealth. Mrs Parsons has an honours degree in Geology. Other current Directorships: Blackstone Minerals Ltd (appointed 30 October 2017) Centaurus Metals Limited (Appointed 31 March 2017) African Gold Limited (Appointed 1 February 2018) Previous Directorships (last 3 years): Gryphon Minerals Limited (Appointed 1 April 2004, resigned 2 December 2016) Interest in shares at the date of this report 7,616,666 Interest in options at the date of this report 15,000,000 options (exercise price $0.035, expiry 31 March 2020) 15,000,000 options (exercise price $0.04, expiry 31 March 2020) 3 Michael Naylor Executive director and Company Secretary Director since 24 July 2018 Previous Directorships (last 3 years): Tawana Resources NL (from 1 January 2015 to 31 October 2017) Mr Naylor has 22 years’ experience in corporate advisory and public company management since commencing his career and qualifying as a chartered accountant with Ernst & Young. Mr Naylor has been involved in the financial management of mineral and resources focused public companies serving on the board and in the executive management team focusing on advancing and developing mineral resource assets and business development. Mr Naylor has worked in Australia and Canada and has extensive experience in financial reporting, capital raisings, debt financings and treasury management of resource companies. Other current directorships Cowan Lithium Limited (Appointed 23 March 2018) Equator Resources Limited (from 15 February 2016 to 15 February 2017) Helix Resources Limited (from 28 November 2016 to 16 February 2018) Interest in performance rights at the date of this report 700,000 fully paid ordinary shares Interest in options at the date of this report 2,000,000 Performance Rights Guy Robertson Non-Executive director (Appointed 31 December 2015, Resigned 24 July 2018) Company Secretary Mr Michael Naylor was appointed Company Secretary on 1 December 2017. Refer to Mr Naylors details above. Ms Oonagh Malone resigned on 1 December 2017. 4 DIRECTORS’ REPORT 1.2 Directors’ meetings The number of Directors’ Meetings (including meetings of Committees of Directors) held during the year, and the number of meetings attended by each Director is as follows: Board Meetings Held While Director Attended 4 4 4 4 4 3 Director name Raymond Shorrocks Stephen Parsons Guy Robertson1 1Resigned 24 July 2018 Mr Naylor was appointed after the end of the financial year. All directors were eligible to attend all meetings held. 1.3 Principal Activities The principal activity of the Group during the year was exploration in relation to the Bellevue Gold Project. 1.4 Operating and Financial Review Review of Operations Bellevue Gold Project, Western Australia (BGL 100%) The Bellevue Gold Project is located in the northern part of the Norseman-Wiluna Greenstone belt in the Yilgarn Craton, Western Australia. The project is approximately 40 kilometres north by sealed highway from the regional centre of Leinster and covers approximately 1,930km2. High grade gold was mined at various times over 100 year period ending in 1997 when the operation shut down at around 430 metres below surface. Around 800,000 ounces of gold have been produced at a reported head grade of ~ 15 g/t from a narrow vein operation. After the mine closure in 1997 very little modern exploration was completed at the project and Bellevue Gold is undertaking the first systematic exploration at the property in the last 20 years. At the time of closure, the prevailing interpretation was that mineralisation was offset by a significant shear zone termed the Highway Shear and very little exploration was conducted west of this structure. Figure 1: Location of Projects 5 DIRECTORS’ REPORT During the 2018 financial year, Bellevue Gold delivered of a number of key objectives in relation to the exploration of the Bellevue Gold Project. This was underpinned by: • • • A successful drilling campaign which returned significant high-grade results; The discovery of the high-grade Tribune Lode. A transformative discovery within the high priority Western Mineralised Corridor which is similar in style and nature to the historic Bellevue Lode. Drill results have extended high grade gold mineralization to 550 metres of strike length with high grade mineralization intercepted to a depth of 380 metres below surface; A second high-grade discovery known as the Viago Lode which is defined over 800 metres and open. The discovery provides confirmation of the potential of the Viago Shear to host bonanza grade ore shoots; Maiden Mineral Resource Estimate1 • • A rapid delineation of a resource estimate in only eight months since the maiden drill holes at the Tribune Lode discovery. A maiden Inferred Resource of 1.9 million tonnes at 8.2 g/t gold for 500,000 ounces of gold.1 and; The Company has acquired a dominant project portfolio around the Bellevue Gold Mine in a well- endowed mining district and within close proximity of existing gold operations. The Company now holds over 4,500km2 of tenure considered highly prospective for gold and potentially base metals. A maiden resource estimate was completed in early August that covers the “Western Corridor” deposits including Southern Belle, Tribune Lodes, and the Bellevue and Hamilton lode systems in the “Bellevue Surrounds” area. Resources were grouped as such below in Table 1. All resources were reported at a 3.5 g/t gold lower cut off which is deemed acceptable based on approximate industry costings associated with the likely mining method (narrow vein underground). All resources are classified as Inferred. Table 1 - JORC 2012 Inferred resource estimate at selected lower cut-off grades Cut-off 2.0 g/t Au 3.5 g/t Au 5.0 g/t Au Tonnes (Kt) Grade gold g/t Gold Ounces 2,900 1,900 1,400 6.3 8.2 9.6 580,000 500,000 430,000 *Totals are rounded to reflect acceptable precision, sub totals may not reflect global total resources The company views the current Resource as an interim estimate and further resource growth is targeted in Q4 2018. A significant brownfields review is currently underway targeting additional mineralisation from both step-out targets and new targets at the Bellevue Gold Project. The new discovery known as the Viago Lode is not included in the current Mineral Resource Estimate and further drilling is ongoing to convert the new lode into inferred resources. The Company considers the Bellevue Surrounds and Western Corridor deposits has a reasonable prospect of eventually being mined by taking into account the depth, thickness and grades of the deposits and proximity to existing infrastructure such as roads and power. The Resource was independently estimated with 92% of the reported gold in the top 450 metres from surface. There is very limited drilling below this depth. The estimate was produced by 3D modelling of the lode systems and grade estimation using a combination of ordinary kriging and inverse distance algorithm. A full summary of the resource methodology and validation is included in the ASX announcement dated 1 August 2018. All project resources have been classified as Inferred based on current drill spacing at the Tribune Lode and the historical drill results which will require further supporting verification drilling. It is anticipated that infill drilling and verification drilling will support an increase in resource classification. 6 DIRECTORS’ REPORT Figure 2 Plan of lodes at Bellevue showing Western Corridor Tribune Bellevue. Tribune Lode Discovery • Located in the Western Corridor, an area adjacent to the Bellevue Gold Mine which has seen limited modern exploration. Central part of 4 kilometres strike of multiple high grade quartz lodes that includes the Bellevue Shear. • • Currently defined from surface for a strike length of 550 metres and open. • Similar in style and nature to the historic Bellevue Lode (historically mined 800,000oz @ 15g/t gold) The Tribune Lode is a Bellevue parallel structure located immediately to the west of the Highway Fault and the historic Bellevue underground mine. This largely untested area is obscured by shallow transported sand cover and lake sediment to the south and is known as the ‘Western Mineralised Corridor’. The mineralisation is high grade, quartz lode style with well-defined shoots. Mineralisation has currently been tested for 550 metres of strike and is open to the north and south. Within the Bellevue shear zones gold has a close association with semi massive to massive pyrrhotite and chalcopyrite making down hole electromagnetic (DHEM) surveys particularly useful for defining higher grade lode positions within the overall mineralised shear zone. The Company has made extensive use of the DHEM in targeting the mineralisation with a very high success rate. 7 DIRECTORS’ REPORT Drilling during the year at the Tribune discovery has focussed on locating the position of the Tribune Shear on coarse exploration centres (80 metre x 80 metre) and following up with DHEM to refine targeting. This has resulted in a large number of high-grade mineralised intercepts over the year including:2 • DRRC0024 - 5.0m @ 37.5g/t gold within a broader zone of 7m @ 27.4 g/t gold from 92m (20 November 2017) • DRDD0004 - 5m @ 16.5g/t gold from 21m down hole in including 3m @ 26.6 g/t gold (11 December 2017) • DRDD006 - 15.5m @ 6.8 g/t gold from 79.5m (including 0.3m @ 284 g/t gold from 79.5m) (7 February 2018) • DRDD010 - 12m @ 12.0 g/t gold from 68m (7 February 2018) • DRDD013 - 2.4m @ 21.9 g/t gold from 162.8m (7 February 2018) • DRCC033 - 8m @ 5.0 g/t gold from 53m including 4m @ 9.0 g/t gold from 57m (22 March 2018) • DRDD034 - 7m @ 7.2 g/t gold including 2m @ 17.8 g/t from 289m (22 March 2018) • DRDD036 - 2.4m @ 16.6 g/t gold from 102.4m (22 March 2018) • DRDD057 - 4.4m @ 13.5 g/t gold from 306m (23 May 2018) • DRDD050 - 9.5m @ 5.0 g/t gold from 324.5m downhole in including 2.6m @ 12.7 g/t gold from 326.5m (23 May 2018) • DRRC143 - 5m @ 17.3 g/t gold from 41m including 2m @ 40.8 g/t gold from 44m (28 August 2018) • DRRC146 - 7m @ 8.2 g/t gold from 34m including 4m @ 13.2 g/t gold from 36m (28 August 2018) • DRRC148 - 3m @ 12.4 g/t gold from 24m including 1m @ 31.2 g/t gold from 25m (28 August 2018) These intersections are shown on the Long Section, Figure 3. Figure 3: Long Section of the Western Corridor showing drilling at: Tribune North, Tribune Lode discovery and the Southern Belle Lode 800 metres to the south. The blue shaded Down Hole Electromagnetic Conductor modelled is a significant new zone for drill testing. The Western Corridor is shaping up to be a significant new high-grade gold discovery that remains open in all directions. Viago Lode – A New High-Grade Gold Discovery In early August, the Company announced the discovery of the Viago Lode which comprises of a number of high grade intercepts in the Tribune footwall directly below the Bellevue underground workings. Exploration results from the Viago Lode include:2 • DRDD013 - 4.3m @ 58.8 g/t gold from 575.5m (6 August 2018) • DRCD022 - 2.5 m @ 13.1 g/t gold from 560.5 m including 1 m @ 28.5 g/t gold from 560.5 m (17 July 2018) • DRDD059- 4.3 m @ 8.8 g/t gold from 575.3 m including 3.4 m @ 10.4 g/t gold from 576.2 m and 0.3 m @ 44.4 g/t gold from 584.3 m (17 July 2018) Unlike Previously discovered lodes in the Bellevue Shear, Viago is relatively flat-lying. The Viago Lode discovery is not included in the recently released JORC inferred resource estimate (refer above) and provides a significant opportunity to expand the current resource base in addition to potential growth at the adjacent Tribune Lode discovery. 8 DIRECTORS’ REPORT Figure 4: Long Section of Bellevue Resource Wireframes - the flat-lying Viago Lode sits OUTSIDE the resource areas. Metallurgical Test Work Preliminary metallurgical test work undertaken on samples from the Tribune Lode returned excellent results. All test work was conducted under the supervision of ALS Metallurgy in Perth. Three composites for test work were derived from coarse rejects of 2 diamond core holes and a single RC hole submitted for regular assay as part of exploration activities. Total sample weight was ~ 8 kilograms. The samples selected are considered as typical examples of the mineralisation at the Tribune Lode. The composites were subsequently ground to P80 where 80% of the sample passed through minus 75 microns and head assays than completed for the total composite. The composites were then put through a Knelson Concentrator and gravity gold recovered. The residue or tail was then subjected to intense cyanidation recovery by a 48-hour cyanide leach bottle roll, using Perth tap water and oxygen sparge. The recovered gold from solution was then added to the gravity recovered component to give total recovered gold for the sample. Residues were assayed by fire assay and the total gold recovery calculated. Composites displayed a high degree of head assay variability which is related to coarse gold within the samples and is consistent with observations from the drill core and the original fire assay repeats across the deposit. The calculated head grade based on the gold extractions also displayed high variability when compared to the original composited head grades. The higher relative grade composites TRB01 and TRB03 displayed excellent gravity recoveries of 82.5% and 66.0% of total gold recovery respectively and the lower grade TRB02 composite recovered total gravity recoverable gold of 43.9%. Bottle roll cyanide leach recoveries of the tail was also excellent upgrading total recovery for the three samples to 98.2%, 89.6% and 98.8% respectively. The total recovered gold over the 3 samples was 96.9%. The first pass results indicate that ore derived from the Tribune Deposit should be amenable to conventional gravity and cyanide processing and excellent recoveries should be achievable from an optimised process route. 9 DIRECTORS’ REPORT 10 DIRECTORS’ REPORT South Yandal Gold Project (BGL 100%) Bellevue Gold exercised the option agreement to acquire 100% of the highly prospective and underexplored Yandal South Project. The Yandal South Project (557km2) is located between Echo Resources (ASX:EAR) Bronzewing Project and gold processing plant as well as Red 5’s (ASX:RED) Darlot Gold Project and gold processing plant and is only 40 kilometers to the east of the Bellevue Gold Project. The Company paid $100,000 and issued 3,000,000 ordinary shares in accordance with the acquisition terms announced on 17 January 2018. Bellevue Gold views the Yandal South as having excellent potential to host significant gold mineralisation and exploration work has commenced building up the datasets and generating exploration targets on the property. Kathleen Valley Gold Project (BGL 100%) Mining tenements were acquired from Liontown Resources Limited (ASX: LTR), the terms of the acquisition were $25,000 and 1,000,000 Bellevue Gold shares. North Jundee, South Yandal and Fisher West Projects (BGL 100%) North Jundee Project (725km2) is located between the Jundee and Milrose Greenstone Belts with the southern tenement only a few kilometres from Northern Stars’ Jundee/Barton Deeps operations. Much of the Project is covered by recent sediments and Bellevue Gold is targeting interpreted relict greenstone west of the major Celia Linement. Several existing known gold occurrences are located within the Project area include the Malmac, Colt, Bronco and Filly zones at the northern end of the Milrose Greenstone Belt. The Fisher West Project (680km2) incorporates a large portion of the Mt Fisher Greenstone Belt. The Belt is host to a number of gold deposits including the Mt Fisher, Irwin Bore, Taipan, Southern and Mt Eureka gold deposits. The Fisher West Project area has very little outcrop which has historically hindered previous explorers. Additional tenure was added to the Bellevue Gold Project targeting Archean bedrock beneath transported cover, were greenstone units are interpreted to be intercalated with gneiss and granitoids between the Ida Fault North and the Agnew Greenstone Belt. Mafic and ultramafic units are known within these application areas and along with gold there is nickel potential. 11 Additional tenure was added to the Yandal South Project near Saracen’s Thunderbox gold mine operation. This new area covers a section of the Yandal Greenstone Belt geological contact with the Bundarra Dome, an area with no Archean outcrop and little previous exploration. The area is close to areas known to produce prolific gold nuggets for local prospectors. The Company has commenced detailed geological reviews and targeting in preparation for future exploration programs in 2018/19. Corporate Capital raisings During the year the Company completed the following capital raisings: • In August 2017, $3.4m (before costs) was raised by the way of 66,000,000 shares at an issue price of $0.05 per share; In November 2017, $5.0m (before costs) was raised by way of 25,000,000 shares at an issue price of $0.20 per share; and In March 2018, $8.0m (before costs) was raised by way of 40,000,000 shares at an issue price of $0.20 per share. • • WA Government Grant Bellevue Gold was successful in its application for the round 15 co-funded drilling from the Western Australia Department of Mines. The funding that was granted was $200,000 for a hole testing the depth potential of the Bellevue Lode below the historic base of the underground mine. This hole discovered the Viago Lode. The exploration incentive scheme is a WA state government initiative aiming to stimulate private sector mineral exploration. Bellevue Gold completed the drilling before the required completion date of 30 June 2018. Section 18 Consent The Company received ministerial approval through Section 18 consent to undertake exploration drilling on an island within Lake Miranda. The current drilling at Tribune and Viago Lodes is not affected by the Section 18 as all drilling undertaken to date is located on the mainland and away from the lake. The approval however will allow drill testing within the Western Corridor further to the south. The Company has been advised that the Native Title Party have submitted a Section 10 application of the Aboriginal & Torres Strait Islanders Heritage Protection Act 1984 (cth) over the area of Section 18 consent. The Minister will review and make a decision over the coming months as to the validity of the Section 10 application. The company will not be drilling in the area of the approved section 18 until a decision is made on the Section 10. DIRECTORS’ REPORT Change of Registered Address In December 2017, the Company changed its registered address to Level 3, Suite 3, 24 Outram Street, West Perth, WA 6005. 1.7 Likely Developments The Board will continue to advance the exploration of the Bellevue Gold Project and wind up the subsidiary companies located in Singapore and Mongolia. Change of Auditor In March 2018, the Company changed its auditor to Grant Thornton Australia. 1.8 Dividends Financial Performance No dividends were declared or paid for the previous year and the Directors recommend that no dividends be paid for the current year. The loss after tax of the Group for the financial year was $5,900,323 (2017: $1,791,733). 1.9 Share Options The Group’s net assets increased to $19,848,796 (2017: $5,090,374). (a) Options and Performance Rights Granted to Directors and Executives of the Company The Group’s cash position as at 30 June 2018 was $8,513,187, with $2,013,187 cash at bank and $6,500,000 cash on deposit. The view of the Directors is that the Company and the Group is operating as a going concern. During the current year, the following options were granted by the Company: Unlisted Options Number 1.5 Significant Changes in the State of Affairs Exercisable $0.1365, expires 27/10/2020 7,500,000 Other than matters referred to in this report, there were no significant changes in the state of affairs of the Group during the year. 1.6 Events Subsequent to Reporting Date Maiden Resource In August 2018, a maiden inferred resource estimate of 1.9 million tonnes at 8.2 g/t gold for 500,0001 ounces was completed that covered the “Western Corridor” deposits including Southern Belle, Tribune Lodes, and the Bellevue and Hamilton lode systems in the “Bellevue Surrounds” area. (refer ASX Announcement 28 August 2018). Change of Name The Company received shareholder approval to change the Company Name to Bellevue Gold Limited. The name become effective with ASIC on 18 July 2018 and commenced trading under the ASX code of BGL on 25 July 2018. Total unlisted options issued during the current year 7,500,000 For the year ended 30 June 2017, the following options were granted by the Company: Unlisted Options Number Exercisable $0.035, expires 31/3/2020 15,000,000 Exercisable $0.040, expires 31/3/2020 15,000,000 Total unlisted options issued during the prior year 30,000,000 During the current year, the following performance rights were granted by the Company: Unlisted Performance Rights Unlisted Performance Rights Total unlisted performance rights issued during the current year Number 2,500,000 2,500,000 Change of Directors In July 2018, Mr Michael Naylor was appointed as a Director and Mr Guy Robertson resigned as a Director. There were no Performance Rights issued for the year ended 30 June 2017. Performance Rights Vested On the 22 August 2018 the Company vested 3,000,000 performance rights pursuant to the terms of the Bellevue Employee Incentive Plan (refer to note 12.3 for further detail). This resulted in the issue of 3,000,000 fully paid ordinary shares. Other than the above, there are currently no matters or circumstances that have arisen since the end of the financial period that have significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the affairs of the consolidated entity in future financial years. 12 DIRECTORS’ REPORT (b) Unissued Shares Under Options At the date of this report unissued shares of the Group under option are: Unlisted Options Exercisable $0.050, expires 31/08/2019 Exercisable $0.035, expires 31/3/2020 Exercisable $0.040, expires 31/3/2020 Exercisable $0.1365, expires 27/10/2020 Exercisable $0.10, expires 16/01/2021 Exercisable $0.25, expires 30/06/2021 Exercisable $0.30, expires 30/06/2021 Exercisable $0.35, expires 30/06/2021 Exercisable $0.40, expires 30/06/2021 Total unlisted options Number 15,000,000 15,000,000 15,000,000 7,500,000 40,000,000 2,500,000 2,500,000 2,500,000 2,500,000 102,500,000 These options do not entitle the holder to participate in any share issue of the Company. At the date of this report unissued shares of the Group under performance rights are 11,900,000. All unissued shares are ordinary shares in the Company. (c) Shares Issued on Exercise of Options During the year 3,300,000 (2017:Nil) ordinary shares were issued the Company as a result of the exercise of options. 1.10 Indemnification and Insurance of Directors and Officers The Company has entered into an agreement to indemnify all Directors and Officers against any liability arising from a claim brought by a third party against the Company. The Company has paid premiums to insure each Director and Officer against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director of the Company, other than conduct involving wilful breach of duty in relation to the Company. The current premium is $27,407 (2017: $13,240) to insure the Directors and Officers of the Company. 1.11 Remuneration Report (Audited) (a) Introduction The Directors of Bellevue Gold Limited present the Remuneration Report (the Report) for the Company and its controlled entities for the year ended 30 June 2018. This Report forms part of the Directors’ Report and has been audited in accordance with section 300A of the Corporations Act 2001. The Report details the remuneration arrangements for Bellevue’s key management personnel (KMP): • Non-Executive Directors (NEDs) • Executive Directors and Senior Executives (collectively the Executives) • KMP are those persons who, directly, or indirectly, have authority and responsibility for planning, directing and controlling the major activities of the Company and Group. 13 DIRECTORS’ REPORT The table below outlines the KMP of the Group and their movements during FY18: Name Position Non-Executive Directors Non-Executive Chair Non-Executive Director R. Shorrocks G. Robertson Executive Directors S. Parsons Senior Executives Term as KMP Full financial year Full financial year Executive Director Full financial year M. Naylor Chief Financial Officer & Company Secretary Appointed 1 December 2017 Following reporting date and before the financial report was authorised for issue Michael Naylor was appointed as a Director and Guy Robertson resigned as a Director effective 24 July 2018. There were no other changes to KMP after reporting date and before the date the financial report was authorised for issue. (b) Remuneration Governance The Board has decided there are no efficiencies to be gained from forming a separate remuneration committee and hence the current board members carry out the roles that would otherwise be undertaken by a remuneration committee with each director excluding themselves from matters in which they have a personal interest. The Board considers and recommends compensation arrangements for the Non-Executive chairman, directors and senior executives; remuneration policies and practices; retirement termination policies and practices; Company share schemes and other incentive schemes; Company superannuation arrangements and remuneration arrangements for members of the Board. The Board obtains professional advice where necessary to ensure that the Company attracts and retains talented and motivated directors, executives and employees who can enhance Company performance through their contributions and leadership. (c) Remuneration Framework The Board recognises that the Company’s performance and ultimate success in project delivery depends very much on its ability to attract and retain highly skilled, qualified and motivated people in an increasingly competitive remuneration market. At the same time, remuneration practices must be transparent to shareholders and be fair and competitive taking into account the nature and size of the organisation and its current stage of development. The approach to remuneration has been structured with the following objectives: • to attract and retain a highly skilled executive team at a critical stage in the Company’s development of the Bellevue Gold Project who are motivated and rewarded for successfully delivering the short and long-term objectives of the Company, including successful project delivery; to link remuneration with performance, based on long-term objectives and shareholder return, as well as critical short-term objectives which are aligned with the Company’s business strategy; to set clear goals and reward performance for successful project development in a way which is sustainable, including in respect of health and safety, environment and community-based objectives; • • • to be fair and competitive against the market; • • • to preserve cash where necessary for exploration, by having the flexibility to attract, reward or remunerate executives with an appropriate mix of equity-based incentives; to reward individual performance and Company performance thus promoting a balance of individual performance and teamwork across the executive management team and the organisation; and to have flexibility in the mix of remuneration, including offering a balance of conservative long-term incentive instruments such as options to ensure executives are rewarded for their efforts, but also share in the upside of the Company’s growth and are not adversely affected by tax consequences. 14 DIRECTORS’ REPORT 100% 80% 60% 40% 20% 0% d n a s r o t c e r i D r o f n o i t a r e n u m e r i f o x m 8 1 0 2 n o i t a r e n u m e r l a t o t f o e g a t n e c r e p P M K Executive team Non-executive directors Steve Parsons Michael Naylor Guy Robertson Ray Shorrocks Fixed remuneration Long term incentive (LTI) The remuneration framework provides a mix of fixed and variable “at risk” remuneration and a blend of short and long-term incentives. • The remuneration for executives has three components: Fixed remuneration, inclusive of superannuation and • allowances; Short Term Incentives (“STI”) under a performance based cash bonus incentive plan; and Long Term Incentives (“LTI”) through participation in the Company’s shareholder approved equity incentive plans. • These three components comprise each executive’s total annual remuneration. (d) Executive Director Remuneration Fixed Remuneration All executives receive a fixed base cash salary and other associated benefits. All executives also receive a superannuation guarantee contribution required by Australian legislation which was 9.5% at 30 June 2018. No executives receive any other retirement benefits. Fixed remuneration of executives will be set by the Board each year and is based on market relativity and individual performance. In setting fixed remuneration for executives, individual performance, skills, expertise and experience are also taken into account to determine where the executive’s remuneration should sit within the market range. Where appropriate, external remuneration consultants will be engaged to assist the Board to ensure that fixed remuneration is set to be consistent with market practices for similar roles. 15 Fixed remuneration for executives will be reviewed annually to ensure each executive’s remuneration remains fair and competitive. However, there is no guarantee that fixed remuneration will be increased in any service contracts for executives. Short Term Incentives The executive directors and other executives were eligible to earn short-term cash bonuses upon achievement of significant performance based outcomes aligned with the Company’s strategic objectives at that time. These performance based outcomes are considered to be an appropriate link between executive remuneration and the potential for creation of shareholder wealth. Given market conditions for exploration and exploration companies, no short term incentives were paid during the year. Long Term Incentives The objective of the LTI plan is to reward executives and directors in a manner which aligns this element of remuneration with the creation of shareholder wealth. As such LTIs are made to executives and directors who are able to influence the generation of shareholder wealth and thus have an impact on the Company’s performance. Two types of LTI grants to directors and executives were issued during the year being: 1. Options with an exercise price at a premium to the average of the Company’s ordinary share price at the date issued; and 2. Performance Rights with predetermined conservative performance hurdles with a low exercise price. DIRECTORS’ REPORT The Company prohibits directors or executives from entering into arrangements to protect the value of any Bellevue Gold shares, options or performance rights that the director or executive has become entitled to as part of his/her remuneration package. This includes entering into contracts to hedge their exposure. The following table sets out the number of share options granted to Directors and the executive management team during the year: R. Shorrocks M. Naylor Options Issued Performance Rights 7,500,000 - - 2,500,000 (e) Non-Executive Directors Remuneration (f) Use of Remuneration Consultants Non-Executive directors’ fees are paid within an aggregate limit which is approved by the shareholders from time to time. Retirement payments, if any, are determined in accordance with the rules set out in the Company’s Constitution and the Corporations Act at the time of the director’s retirement or termination. Non-Executive directors remuneration may include an incentive portion consisting of bonuses and/or options, as considered appropriate by the Board, which is subject to shareholder approval in accordance with the ASX Listing Rules. The aggregate remuneration, and the manner in which it is apportioned amongst Non-Executive directors, is reviewed annually. The Board considers the amount of director fees being paid by comparable companies with similar responsibilities and levels of experience of the Non-Executive directors when undertaking the annual review process. The current maximum amount of Non-Executive directors fees payable is fixed at $200,000 in total, for each 12 month period commencing 1 July each year, until varied by ordinary resolution of shareholders. During the year ended 30 June 2018 the Board did not engage the services of remuneration consultants. (g) Voting and Comments Made at the Company’s Last Annual General Meeting Bellevue Gold received more than 90.92% “yes” votes on its Remuneration Report for the year ended 30 June 2017. The Company received no specific feedback on its Remuneration Report at the Annual General Meeting. (h) Consequences of Performance on Shareholder Wealth In considering the Group’s performance and benefits for shareholder wealth, the Board considers financial performance in the current financial year and prior years, see below table. Financial Performance 2018 2017 2016 2015 Loss after income tax for the year ended ($5,900,323) ($1,791,733) ($659,083) ($599,492) Share price as at 30 June $0.17 $0.046 $0.021 $0.021 Currently, the remuneration of the Group’s key management personnel, including any component of the remuneration that consists of securities in the Company, is not formally linked to the prior performance of the Company. The rationale for this approach is that the Company is in the exploration phase, and it is currently not appropriate to link remuneration to factors such as profitability or share price. 16 DIRECTORS’ REPORT (i) Employment contracts of directors and senior executives (k) Other transactions with key management personnel The Group entered into an executive services agreement for the services of Stephen Parsons. The contract is effective from 30 March 2017 until termination. Remuneration under the contract is $250,000 per annum (effective 1 January 2018, previously $150,000 per annum) plus statutory superannuation. The agreement can be terminated by either party giving three months’ notice. The Company has entered into an agreement with Mr Naylor commencing from 1 November 2017 for the provision of chief financial officer and company secretarial services. Mr Naylor is required to give the Company three months’ notice to terminate the contract and the Company is required to give Mr Naylor three months’ notice to terminate the contract or payment in lieu. (j) Loans to key management personnel There were no loans to key management personnel of the Group, including their personally related parties, as at 30 June 2018 or 30 June 2017. The following is based on standard commercial terms and conditions. Stephen Parsons Blackstone Minerals Limited received $109,632 in repayments for the provision of the office fit out, rent and outgoings, and administration services. Mr S Parsons is a Non-Executive Director of Blackstone Minerals Limited and Mr Naylor is also the joint Company Secretary of Blackstone Minerals Limited. Raymond Shorrocks Spring Street Holdings Pty Ltd, a company which Mr Shorrocks is a Director and shareholder of rendered Director fees. During the year ended 30 June 2018, $50,400 (2017: $49,533). Michael Naylor Blue Leaf Corporate Pty Ltd, a company which Mr Naylor is a Director of provided accounting and company secretarial services to the Group, during the year ended 30 June 2018, $60,000 (2017: Nil). Guy Robertson Integrated CFO Solutions Pty Ltd, a company which Mr Robertson is a Director and shareholder of rendered Director fees during the year ended 30 June 2018, $48,000 (2017: $67,000). 17 DIRECTORS’ REPORT (l) Director and Key Management Personnel Remuneration Details of the nature and amount of each major element of the remuneration of each Director and Key Management Personnel of the Company and the Group during the year are: SHORT TERM BENEFITS POST EMPLOYMENT SHARE- BASED PAYMENTS Salary/ Fees $ Annual Leave $ Superannuation Benefits $ Options and Rights $ Total $ Performance based % of remuneration Year Directors and executive officers Non-Executive Directors Raymond Shorrocks 2018 50,400 Non-Executive Chairman 2017 49,533 Guy Robertson2 2018 48,000 Non-Executive Director 2017 67,000 - - - - Executives - - - - 433,352 483,752 89.58 - - - 49,533 48,000 67,000 Stephen Parsons 2018 200,000 12,831 19,000 - 231,831 Executive Director 2017 38,654 5,141 3,672 540,000 587,467 Michael Naylor and Company Secretary1 2018 60,000 Executive Director 2017 Former directors and Key Management and personnel Warren Staude3 2018 - - Non-Executive Director 2017 24,000 Peter Doherty4 2018 - Executive Chairman 2017 3,000 Jarrod Smith4 2018 - Executive Director and Company Secretary 2017 6,000 Alex Passmore3 2018 - Chief Executive Officer 2017 40,000 - - - - - - - - - - - - - - - - - - - - 537,500 597,500 - - - - - - - - - - - 24,000 - 3,000 - 6,000 - 40,000 Total directors and executive officer’s remuneration 2018 358,400 12,831 19,000 970,852 1,361,083 2017 228,187 5,141 3,672 540,000 777,000 1 appointed 24 July 2018 2 resigned 24 July 2018 3 resigned 31 March 2017 4 resigned 28 July 2016 - - - - 91.92 89.95 - - - - - - - - - - - 18 DIRECTORS’ REPORT (m) Shares Held by Directors and Key Management Personnel The movement during the reporting period in the number of ordinary shares in Bellevue Gold Ltd held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Directors R Shorrocks3 S Parsons M Naylor1 Former Director G Robertson2 Total Held at 1 July 2017 Held at date of appointment Disposals Purchases Held at 30 June 2018 or date of resignation 1,303,450 7,016,666 - - - - 200,000 - 8,320,116 200,000 - - - - - - 1,303,450 600,000 - - 7,616,666 200,000 - 600,000 9,120,116 1 appointed 24 July 2018 2 resigned 24 July 2018 3 In August 2018 100,000 ordinary shares were purchased on market. (n) Director and Key Management Personnel Remuneration Movements in Options The movement during the reporting period in the number of options in Bellevue Gold Ltd held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at 1 July 2017 Granted as compensation Options exercised Lapsed/ forfeited Held at 30 June 2018 or date of resignation Vested and exercisable at 30 June 2018 - 7,500,000 30,000,000 - - - - - 30,000,000 7,500,000 - - - - - - - - - - 7,500,000 7,500,000 30,000,000 30,000,000 - - - - 37,500,000 37,500,000 Directors R Shorrocks S Parsons M Naylor G Robertson1 Total 1 G Robertson ceased employment with the Company with effect from 24 July 2018. 19 DIRECTORS’ REPORT D I R E C T O R S ’ R E P O RT (o) Director and Key Management Personnel Remuneration Movements in Performance Rights The movement during the reporting period in the number of performance rights in Bellevue Gold Ltd held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at 1 July 2017 Granted as compensation Options exercised Lapsed/ forfeited Held at 30 June 2018 or date of resignation Vested and exercisable at 30 June 2018 - - - - - - - 2,500,0003 - 2,500,000 - - - - - - - - - - - - - - 2,500,000 2,500,000 - - 2,500,000 2,500,000 Directors R Shorrocks S Parsons M Naylor1 Former Director G Robertson2 Total 1 Note that these were issued on 10 April 2018, before Mr Naylor became appointed as a director on the 24 July 2018. 2G Robertson ceased employment with the Company with effect from 24 July 2018. 3 Each performance rights converts to one ordinary share in the Group upon satisfaction of the performance conditions linked to the rights. The rights do not carry any other privileges. The fair value of the performance rights granted is determined based on the number of rights awarded multiplied by the share price of the Group on the date awarded. The following performance conditions are applicable to the rights awarded in the year: i. ii. Delineation of 500,000 ounces of gold JORC 2012 Resource by 31 December 2018 (inferred, indicated or measured); Board approved Health, Safety, Environment and Community Policy and no serious accidents as result of a failure in HSEC procedures up to 31 December 2018 iii. Having achieved all of the following: (a) (b) Board approved corporate governance policies and procedures Board approved risk matrix; No suspensions by the ASX for breach of reporting guidelines or corporate governance transgressions up to 31 December 2018 iv. 24 months continuing employment or consulting from awarding of the rights. There were no Performance Rights held or issued in the year ended 30 June 2017. 20 f o e u l a V s n o i t p o f o e u l a V s n o i t p o d l e h n o f o e u l a V s n o i t p o d e t n a r g e h t g n i r u d n o i t a n g i s e r 1 r a e y d e s i c r e x e f o e t a d n o e h t g n i r u d - - - - - - r a e y ) $ ( ) $ ( 0 0 5 0 8 2 , 0 0 5 9 5 2 , , 2 5 3 3 3 4 - - - . o N r a e y d e s p a l g n i r u d r a e y g n i r u d e c i r p ) $ ( d e t s e v . o N e s i c r e x E e t a d e u l a v r i a F n o i t p o f o d r a w a t a , 0 0 0 0 0 0 5 1 , , 0 0 0 0 0 0 5 1 , , 0 0 0 0 0 5 7 , 5 3 0 0 . 7 8 1 0 0 . 0 2 r a M 1 3 7 1 r a M 1 3 7 1 r a M 1 3 4 0 0 . 3 7 1 0 0 . 0 2 r a M 1 3 7 1 r a M 1 3 7 1 r a M 1 3 5 6 3 1 . 0 8 7 5 0 0 . 0 2 t c O 7 2 7 1 t c O 7 2 7 1 t c O 7 2 , 0 0 0 0 0 0 5 1 , , 0 0 0 0 0 0 5 1 , , 0 0 0 0 0 5 7 , r a e y 7 1 0 2 7 1 0 2 8 1 0 2 s n o s r a P S s n o s r a P S s k c o r r o h S R e t a d y r i p x E e t a d e t a d d r a w A r a e y g n i t s e V d e d r a w A e h t g n i r u d l a i c n a n i F . e t a d y r i p x e r i e h t l i t n u , t e m n e e b e v a h s n o i t i d n o c g n i t s e v e h t e c n o d e s i c r e x e l e b y n o n a c d n a i s t h g i r d n e d v d r o g n i t o v i y n a y r r a c t o n o d s t h g i r e c n a m r o f r e P . r a e y e h t g n i r u d d e s p a l r o d e t s e v , d e t n a r g s t h g i r e c n a m r o f r e p f o r e b m u n e h t l s e s o c s i d e b a t g n w o l i l l o f e h T . e t a d y r i p x e r i e h t l i t n u , t e m n e e b e v a h s n o i t i d n o c g n i t s e v e h t e c n o d e s i c r e x e l e b y n o n a c d n a i s t h g i r d n e d v d r o g n i t o v i y n a y r r a c t o n o d s n o i t p o e r a h S . r a e y e h t g n i r u d d e s p a l r o d e t s e v , d e t n a r g s n o i t p o e r a h s f o r e b m u n e h t l s e s o c s i d e b a t g n w o i l l l o f e h T n o i t a s n e p m o c d e s a b - e r a h S ) p ( 21 - r a e y - ) $ ( ) $ ( f o e u l a V s n o i t p o f o e u l a V s n o i t p o d l e h n o f o e u l a V s n o i t p o d e t n a r g e h t g n i r u d n o i t a n g i s e r 1 r a e y d e s i c r e x e f o e t a d n o e h t g n i r u d . o N r a e y d e s p a l g n i r u d r a e y g n i r u d e c i r p ) $ ( d e t s e v . o N e s i c r e x E e t a d e u l a v r i a F n o i t p o f o d r a w a t a 0 0 5 7 3 5 , - - l i N 5 1 2 0 . 1 2 0 2 r a M 1 2 A N 8 1 r p A 0 1 , 0 0 0 0 0 5 2 , e t a d y r i p x E e t a d e t a d d r a w A r a e y g n i t s e V d e d r a w A e h t g n i r u d l a i c n a n i F r a e y 8 1 0 2 l r o y a N M . . 3 2 1 e t o N o t r e f e r e s a e p l , d e s u s n o i t p m u s s a d n a s l e d o m g n d u c n i l i , s n o i t p o e h t f o n o i t a u a v l e h t n o s l i a t e d r o F . 2 B S A A r e p t n a r g f o e m i t e h t i t a d e n m r e t e D 1 . s e r a h s o t d e t r e v n o c e r e w d n a d e t s e v l r o y a N M r M o t d e d r a w a e r e w t a h t i s t h g R e c n a m r o f r e P 0 0 0 0 0 5 , , 8 1 0 2 e n u J 0 3 o t t n e u q e s b u S . t r o p e r n o i t a r e n u m e r f o d n E DIRECTORS’ REPORT 1.12 Non-Audit Services During the year, Grant Thornton Audit Pty Ltd, the Company’s auditors, performed certain other services in addition to their statutory audit duties. The Board has considered the non-audit services provided during the year by the auditor and, in accordance with written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those non- audit services during the year is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit and Risk Committee to ensure they do not impact upon the impartiality and objectivity of the auditor the non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards • Details of the amounts paid to the auditors of the Company, Grant Thornton, and its related practices for audit and non-audit services provided during the year are set out in Note 4 to the financial statements. A copy of the Auditor’s Independence Declaration as required under s307C of the Corporations Act 2001 is included on page 51 of this financial report and forms part of this Directors’ Report. Signed in accordance with a resolution of the Directors: Raymond Shorrocks Non-Executive Chairman 18 September 2018 22 DIRECTORS’ REPORT D I R E C T O R S ’ R E P O RT C O M P E T E N T P E R S O N S S TAT E M E N T, N O T E S A N D C AU T I O N A RY S TAT E M E N T S Competent Person Statements Information in this report that relates to Exploration Results is based on and fairly represents information and supporting documentation prepared by Mr Shane Hibbird. Mr Hibbird is a full time employee of Bellevue Gold and is a member of the AusIMM, Australian Institute of Geoscientists (AIG) and the Society of Economic Geologists (SEG). Mr Hibbird has sufficient experience relevant to the styles of mineralisation and type of deposit under consideration and to the activity which they are 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 Hibbird consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Information in this report that relates to mineral resources is based on, and fairly represents, information and supporting documentation prepared by Mr Brian Wolfe, an independent consultant specialising in mineral resource estimation, evaluation and exploration. Mr Wolfe is a Member of the Australian Institute of Geoscientists. Mr Wolfe 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 (the JORC Code. Mr Wolfe consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. End Notes 1. All material assumptions and technical parameters underpinning the Mineral Resource estimate in the ASX announcement dated 1 August 2018 continue to apply and have not materially changed since last reported. 2. For full details of these Exploration results, refer to the said Announcement or Release on the said date. Bellevue Gold is not aware of any new information or data that materially affects the information included in the said announcement. Forward Looking Information This report contains forward-looking statements. Wherever possible, words such as “intends”, “expects”, “scheduled”, “estimates”, “anticipates”, “believes”, and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this report reflect management’s current beliefs based upon 23 information currently available to management and based upon what management believes to be reasonable assumptions, The Company cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors should be considered carefully and prospective investors should not place undue reliance on the forward- looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause the Company’s actual results, events, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended, including those risk factors discussed in the Company’s public filings. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. Any forward-looking statements are made as of the date of this presentation, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law. This presentation may contain certain forward looking statements and projections regarding: • estimated, resources and reserves; • planned production and operating costs profiles; • planned capital requirements; and • planned strategies and corporate objectives. Such forward looking statements/projections are estimates for discussion purposes only and should not be relied upon. They are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors many of which are beyond the control of the Company. The forward looking statements/projections are inherently uncertain and may therefore differ materially from results ultimately achieved. The Company does not make any representations and provides no warranties concerning the accuracy of the projections, and disclaims any obligation to update or revise any forward looking statements/projects based on new information, future events or otherwise except to the extent required by applicable laws. D I R E C T O R S ’ R E P O RT A N N U A L M I N E R A L R E S O U R C E S TAT E M E N T The Company announced to the ASX on the 1 August 2018 a JORC inferred Resource Estimate of 1.9 Mt @ 8.2 g/t gold for 500,000 ounces. Maiden Mineral Resource Estimate (MRE) - Bellevue Gold Project The maiden resource estimate covers the “Western Corridor” (refer to figure 3) deposits including Southern Belle and, Tribune Lodes, and the Bellevue and Hamilton lode systems in the “Bellevue Surrounds” area. Resources have been grouped as such below in Table 1. All resources are reported at a 3.5 g/t gold lower cut off which is deemed acceptable based on approximate industry costings associated with the likely mining method (narrow vein underground). All resources are classified as Inferred. Table 1 - JORC 2012 Inferred resource estimate at selected lower cut-off grades Cut-off 2.0 g/t Au 3.5 g/t Au 5.0 g/t Au Tonnes (Kt) Grade gold g/t Gold Ounces 2,900 1,900 1,400 6.3 8.2 9.6 580,000 500,000 430,000 The Resource has been independently estimated (see Competent Person statement). The majority of the reported gold metal is in the top 450 metres from surface with 92% of the metal shallower than 450 metres. There is very limited drilling below this depth included in the resource. The estimate has been produced by 3D modelling of the lode systems and grade estimation using a combination of ordinary kriging and inverse distance algorithm. Classification The Mineral Resource has been entirely classified as Inferred. The classification is based on the relative confidence in the mineralised domain countered by high nugget values, variable drill spacing, un-verifiable historical database, lack of historical QAQC, no verifiable directly measured densities for most of the deposit. Review of material changes There was no Mineral Resource Estimate at 30 June 2017. Governance Controls All Mineral Resource estimates are prepared by Competent Persons using data that they have reviewed and consider to have been collected using industry standard practices and which, to the most practical degree possible are representative, unbiased, and collected with appropriate QA/QC practices in place. All Mineral Resource estimates quoted above have been estimated or independently verified by independent consultant Mr Brian Wolfe. C O R P O R AT E G O V E R N A N C E S TAT E M E N T Bellevue Gold Limited reviews all its corporate governance practices and policies on an annual basis to ensure they are appropriate for the Company’s current stage of development. This year’s review was made against the ASX Corporate Governance Council’s Principles and Recommendations (third edition) which became effective for financial years beginning on or after 1 July 2014. The Company’s Corporate Governance Statement for the year ended 30 June 2018 was approved by the Board on 18 September 2018 and is available on the Company’s website at www.bellevuegold.com.au Changes and improvements are made in a substance over form manner, which appropriately reflect the changing circumstances of the company as it grows and evolves. Accordingly, the Board has established a number of practices and policies to ensure that these intentions are met and that all shareholders are fully informed about the affairs of the Company. The Company has a corporate governance section on the website at www.bellevuegold.com.au. The section includes details on the company’s governance arrangements and copies of relevant policies and charters. The directors of Bellevue Gold Limited believe that effective corporate governance improves company performance, enhances corporate social responsibility and benefits all stakeholders. 24 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 Continuing Operations Accounting and audit Consultants and contractors Depreciation and amortisation Director fees Employee benefits Exploration expenditure Listing and compliance Net foreign exchange losses Office rental & outgoings Other Share-based payments Travel and accommodation Results from operating activities Finance income Total finance income Loss before income tax Income tax expense Notes 8 2 9 3 5 2018 $ (41,578) (283,648) (26,428) (98,400) (272,415) (436,844) (115,185) (305) (58,277) (319,246) 2017 $ (71,552) (265,433) (122) (127,582) (97,769) (4,047) (34,337) (12,146) (11,294) (71,762) (4,168,037) (1,095,000) (146,020) (24,231) (5,966,383) (1,815,275) 66,060 66,060 23,542 23,542 (5,900,323) (1,791,733) - - Loss for the year attributable to the owners of the Company (5,900,323) (1,791,733) Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss Foreign currency translation differences – foreign operations 12.4 Tax effect on other comprehensive income Total comprehensive loss for the year attributable to the owners of the Company 4,363 - (2,018) - (5,895,960) (1,793,751) Loss per share attributable to equity holders of the Company: Basic and Diluted loss per share (cents per share) 16 (1.76) (0.93) The above should be read in conjunction with the accompanying notes. 25 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2018 Assets Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Property, plant and equipment Exploration and evaluation Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions - employee benefits Total current liabilities Non-current liabilities Provisions – employee benefits Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity Notes 2018 $ 2017 $ 6 7 8 20 10 11 12 8,513,187 481,209 8,994,396 378,858 12,889,528 13,268,386 22,262,782 2,392,848 15,995 2,408,843 5,143 5,143 2,413,986 19,848,796 1,739,466 103,295 1,842,761 6,301 4,756,456 4,762,757 6,605,518 1,510,003 5,141 1,515,144 - - 1,515,144 5,090,374 46,272,532 29,538,687 5,066,687 1,141,787 (31,490,423) (25,590,100) 19,848,796 5,090,374 The above should be read in conjunction with the accompanying notes. 26 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 Operating activities Payment to suppliers and employees Interest received Notes 30 June 2018 $ (1,610,921) 52,618 30 June 2017 $ (524,815) 34,810 Net cash flows in operating activities 21 (1,558,303) (490,005) Investing activities Payment for acquisition of mining tenements Payment for exploration and evaluation Payments for property, plant and equipment Other (Deposit) (1,226,818) (5,767,369) (342,815) (50,000) (95,650) (339,527) (6,423) - Net cash flows used in investing activities (7,387,002) (441,600) Financing activities Proceeds from issue of shares Capital raising costs for issue of shares Repayment of borrowings of acquired subsidiaries Net cash flows from financing activities Net increase / (decrease) in cash and cash equivalents Effect of movements in exchange rates on cash held Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June 6 The above should be read in conjunction with the accompanying notes. 16,610,250 (889,905) - 15,720,345 6,774,040 (1,319) 1,739,466 8,513,187 1,700,000 (117,862) (860,000) 722,138 (209,467) (12,123) 1,961,056 1,739,466 27 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 Contributed equity $ Note Share Based Payments Reserve $ Foreign Currency Translation Reserve $ Accumulated Losses $ Total $ 25,721,549 51,150 (2,345) (23,798,367) 1,971,987 - - - 3,935,000 (117,862) - - - - - - 1,095,000 - (1,791,733) (1,791,733) (2,018) - (2,018) (2,018) (1,791,733) (1,793,751) - - - - - - 3,935,000 (117,862) 1,095,000 29,538,687 1,146,150 (4,363) (25,590,100) 5,090,374 - - - 16,606,250 (889,905) 770,000 - - - - - - 247,500 3,920,537 46,272,532 5,066,687 - 4,363 (5,900,323) (5,900,323) - 4,363 4,363 (5,900,323) (5,895,960) - - - - - - - - - 16,606,250 (889,905) 770,000 4,168,037 (31,490,423) 19,848,796 11 11 9 11 11 11 9 As at 1 July 2016 Loss for the year Other comprehensive income/(loss) Total comprehensive loss for the Year Shares issued Share issue expense Share based payments Balance as at 30 June 2017 Loss for the year Other comprehensive income/(loss) Total comprehensive loss for the Year Shares issued Share issue expense Issue of share capital for acquisitions of evaluation and exploration assets Share based payments expensed Balance as at 30 June 2018 The above should be read in conjunction with the accompanying notes. 28 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. Statement of significant accounting policies The financial report includes the financial statements and notes of Bellevue Gold Limited and Consolidated Entity (‘Group’). The financial report has been prepared on an accruals basis and is based on historical costs, modified where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The address of the Company’s registered office is, Level 3, Suite 3, 24 Outram Street, West Perth WA 6005. (b) Going concern The company has incurred a net loss of $5,900,323 during the year ended 30 June 2018 and cash outflows from operating and investing activities respectively equates to $1,558,303 and $7,387,002. The financial statements have been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors consider this to be appropriate given the ability to vary the Company’s cost structure and in turn the levels of cash outflow dependent on timing of its exploration activities. Considering the current cash reserves and previous successful fund raisings during the financial year totalling $16.4 million before cost, the directors are confident the Company has adequate resources and an ability to raise future funding, if required, to continue as a going concern. The consolidated financial report of the Company for the financial year ended 30 June 2018 comprises the Company and its subsidiaries see note 17. The Group is a for-profit entity and is primarily involved in gold exploration. The financial statements were authorised for issue by the Board of Directors 18 September 2018. (a) Basis of preparation This general purpose financial report has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporation Act 2001. The Company is a for-profit entity for the purpose of preparing financial statements. Bellevue Gold Limited, is a listed public company on the Australian Securities Exchange (ticker: BGL formerly DRG), incorporated and domiciled in Australia. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. 29 DIRECTORS’ REPORT N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 30 June 2018 $ 217,339 39,079 10,854 5,143 272,415 30 June 2017 $ 88,215 4,413 5,141 - 97,769 66,060 23,542 2. Employee benefits Wages and salaries Statutory superannuation contributions Annual leave provision Long service leave provision 3. Finance income Interest income 4. Auditor’s remuneration Audit services Current auditors of the company – Grant Thornton Audit Pty Ltd Audit and review of financial statements 30,000 - Previous Auditors of the company – KPMG Audit and review of financial statements Other services Auditors of the company – Grant Thornton Audit Pty Ltd In relation to taxation and other assurance services KPMG - Assistance with the transition to Grant Thornton Audit Pty Ltd 5. Income Tax A reconciliation between income tax expense and the loss before tax is as follows: - 71,552 4,429 11,062 - - Loss before income tax benefit (5,900,323) (1,791,733) Domestic tax rate for Bellevue Gold Limited 27.5% (2017: 30%) Expenditure not allowed for income tax purposes Tax effect of amounts which are not deductible in calculating taxable income Share-based payment expense Deferred Tax Asset not brought to account Deferred Tax Asset losses not brought to account Income tax (benefit)/expense 1,622,590 (4,936) (1,146,210) 2,066,695 (2,538,139) - 537,520 11,476 (328,500) - (220,496) - Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following: Unrecognised deferred tax asset tax losses Unrecognised deferred tax asset other Unrecognised deferred tax liability as a result of other 5,848,313 11,559 (2,255,434) 3,604,438 3,277,802 - - 3,277,802 Deferred tax assets have not been recognised in respect of tax losses because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom. 30 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 6. Cash and cash equivalents Cash at bank Term deposits (maturity less than 3 months from balance date) 7. Trade and other receivables Current Accrued interest GST receivable Prepayments Other receivables Security bonds 8. Property, plant and equipment Opening written down value Additions Depreciation for the year Closing written down value 30 June 2018 $ 2,013,187 6,500,000 8,513,187 13,442 336,248 60,153 416 70,950 481,209 6,301 398,985 (26,428) 378,858 30 June 2017 $ 734,526 1,004,940 1,739,466 - - - 72,909 30,386 103,295 - 6,423 (122) 6,301 Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current year, is as follows: Computer equipment office $ Furniture & equipment $ Software & communications $ Motor vehicles $ Plant & equipment - Field $ Buildings - Field $ 2,830 3,471 - - - - Total $ 6,301 23,469 31,729 13,205 95,909 115,983 118,690 398,985 (6,539) (5,922) (3,527) (827) (5,890) (3,723) (26,428) 19,760 29,278 9,678 95,082 110,093 114,967 378,858 Balance at 1 July 2017 Additions Depreciation expense Balance at 30 June 2018 Notes 12.3 12.2 12.2 11 30 June 2018 $ 837,113 433,352 2,650,072 247,500 30 June 2017 $ - 540,000 555,000 - 4,168,037 1,095,000 9. Share based payments Performance rights Director options Advisor options Shares issued to consultants for services 31 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 10. Trade and other payables Trade payables Accrued and other payables Assumed liability to Xstrata Nickel Accrued stamp duty on acquisition of Golden Spur Resources Pty Ltd 11. Contributed equity Ordinary Shares 30 June 2018 $ 1,670,104 722,744 - - 2,392,848 30 June 2017 $ 375,514 13,884 1,000,000 120,605 1,510,003 398,800,503 (2017: 258,500,503) fully paid ordinary shares 46,272,532 29,538,687 Note Balance at beginning of 1 July 2016 Shares issued Less: cost of shares issued Balance at end of 30 June 2017 Shares issued Options exercised Issue of share capital for acquisitions of evaluation and exploration assets 11 Shares issued to consultants for services Less: cost of shares issued Balance at end of 30 June 2018 11.1 Share Options The movements in share options during the year are shown below: No. Shares 106,833,837 151,666,666 - $ 25,721,549 3,935,000 (117,862) 258,500,503 29,538,687 131,500,000 16,400,000 3,300,000 4,000,000 1,500,000 - 206,250 770,000 247,500 (889,905) 398,800,503 46,272,532 Granted Lapsed Exercised Balance 30 Jun 18 Vested 30 Jun 18 Grant Date Date of Expiry Exercise Price Balance 1 Jul 17 25/11/2013 26/11/2017 $0.050 1,650,000 25/11/2013 26/11/2017 $0.075 1,650,000 22/8/2016 31/8/2019 $0.050 15,000,000 31/3/2017 31/3/2020 $0.035 15,000,000 31/3/2017 31/3/2020 $0.040 15,000,000 - - - - - 27/10/2017 27/10/2020 $0.1365 - 7,500,000 16/01/2018 16/01/2021 $0.10 - 40,000,000 1/06/2018 30/06/2021 $0.250 1/06/2018 30/06/2021 $0.350 1/06/2018 30/06/2021 $0.350 1/06/2018 30/06/2021 $0.400 - - - - 2,500,000 2,500,000 2,500,000 2,500,000 TOTAL 48,300,000 57,500,000 These options are not listed on the ASX. - - - - - - - - - - - - (1,650,000) (1,650,000) - - - - - - - - - - - - - 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 7,500,000 7,500,000 40,000,000 40,000,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 (3,300,000) 102,500,000 102,500,000 32 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 11.2 Performance Rights The movements during the year was 11,850,000 refer note 12.3. 12 Reserves 12.1 Share Based Payments Reserve Balance at the beginning of the year Options issued to advisors Options issued to directors Performance rights Balance at the end of the year 30 June 2018 $ 1,146,150 2,650,072 433,352 837,113 30 June 2017 $ 51,150 555,000 540,000 - 5,066,687 1,146,150 The Share Based Payments Reserve records items recognised as expenses based on the valuation of Director, employee, consultant and other third-party share options and performance rights. 12.2 Share options The Group has determined the fair value of its options awarded using the Black Scholes pricing model. The following share options were issued during the year ended 30 June 2018, alongside the key inputs utilised in the pricing model, including the Group’s risk-free borrowing rate and volatility of the Group’s shares. The amount expensed during the period is equivalent to the fair value of the options granted unless vesting periods exist or where there is a future service period to which the options pertain, at which point the expense is recognised evenly over that period. These circumstances exist only for the 10,000,000 options issued to advisors on 1 June 2018. Awarded during the year Award date and Vesting date Expiry date 7,500,000 20-Oct-17 27-Oct-20 40,000,000 20-Oct-17 16-Jan-21 2,500,000 1-Jun-18 30-Jun-21 2,500,000 1-Jun-18 30-Jun-21 2,500,000 1-Jun-18 30-Jun-21 2,500,000 1-Jun-18 30-Jun-21 Fair value of option at award date ($) 0.0578 0.0654 0.1312 0.1267 0.1228 0.1193 Value of options granted during the year ($) Amount of expense recognised ($) Exercise price 0.1365 433,352 433,352 0.100 0.250 0.300 0.350 0.400 2,617,845 2,617,844 328,176 316,884 306,978 298,153 8,460 8,169 7,913 7,686 Total: 3,083,424 Risk free rate Expected volatility 2.10% 2.10% 2.12% 2.12% 2.12% 2.12% 102.45% 102.15% 131.43% 131.43% 131.43% 131.43% 33 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S The following share options were issued during the year ended 30 June 2017: Awarded during the year Award date and vesting date Expiry date Fair value of option at award date ($) Value of options granted during the year ($) Amount of expense recognised ($) Exercise price 15,000,000 22-Aug-16 31-Aug-19 0.0370 0.05 555,000 555,000 15,000,000 31-Mar-17 31-Mar-20 15,000,000 31-Mar-17 31-Mar-20 0.0187 0.0173 0.035 0.04 280,500 280,500 259,500 259,500 Total: 1,095,000 12.3 Performance Rights Risk free rate Expected volatility 1.42% 1.84% 1.84% 157.00% 69.60% 69.60% The table below discloses the number of performance rights granted, vested or lapsed during the year. Each performance rights converts to one ordinary share in the Group upon satisfaction of the performance conditions linked to the rights. The rights do not carry any other privileges. The fair value of the performance rights granted is determined based on the number of rights awarded multiplied by the share price of the Group on the date awarded. The following performance conditions are applicable to the rights awarded in the year: i. ii. Delineation of 500,000 ounces of gold JORC 2012 Resource by 31 December 2018 (inferred, indicated or measured); Board approved Health, Safety, Environment and Community Policy and no serious accidents as result of a failure in HSEC procedures up to 31 December 2018 iii. Having achieved all of the following: (a) (b) Board approved corporate governance policies and procedures Board approved risk matrix; No suspensions by the ASX for breach of reporting guidelines or corporate governance transgressions up to 31 December 2018 iv. 24 months continuing employment or consulting from awarding of the rights. Management has assessed that those conditions are more than probable to be achieved by the expiry date and therefore the total value of the rights incorporates all rights awarded. The expense recorded as share based payments is recognized straight-line to the expiry date as there is a service condition inherent in the award whereby the recipients must continue to be employed by the company for the rights to vest. Awarded during the year Award date Vesting date Expiry date Fair value of performance right at award date $ Service period date No. vested during year No. lapsed during year 10,650,000 10-Apr-18 NA 21-Mar-21 0.215 31-Dec-18 200,000 18-Apr-18 NA 21-Mar-21 0.185 31-Dec-18 1,000,000 12-Jun-18 NA 21-Mar-21 0.17 31-Dec-18 - - - - - - Value of performance rights granted during the year1 $ Amount of expense recognised $ 2,289,750 811,454 37,000 170,000 Total: 10,510 15,149 837,113 There were no performance rights issued during the year ended 30 June 2017. 34 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 12.4 Foreign Currency Translation Reserve Balance at the beginning of the year Currency translation differences arising during the year Balance at the end of the year 30 June 2018 $ (4,363) 4363 - 30 June 2017 $ (2,345) (2,018) (4,363) The Foreign Currency Translation Reserve is used to record exchange differences arising on translation of the Group companies that do not have a functional currency of Australian dollars and have been translated into Australian dollars for presentation purposes. 13 Financial instruments 13.1 Financial Risk Management The Group has exposure to the following risks arising from financial instruments: • credit risk; • • market risk. liquidity risk; and This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. 13.2 Risk Management Framework The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s principal financial instruments comprise cash and short-term deposits. The Group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. 13.3 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 the Group’s receivables and term deposits. The Group holds the majority of its cash and cash equivalents with banks and financial institution counterparties with acceptable credit ratings. As part of managing its credit risk on cash and cash equivalents, the majority of funds are held in Australian banks, which have the higher credit rating amongst the banks and financial institution counterparties. The carrying amount of financial assets represents the maximum credit exposure. The maximum credit exposure to credit risk at the end of the reporting period was as follows: Financial Assets: Cash and cash equivalents Receivables Notes 6 7 Carrying Amount 30 June 2018 $ 8,513,187 481,209 8,994,396 30 June 2017 $ 1,739,466 103,295 1,842,761 None of the Group’s trade and other receivables are past due as at 30 June 2018 (2017: nil) 35 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 13. Financial instruments (continued) 13.4 Liquidity risk Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Company manages liquidity risk by monitoring forecast cash flows, only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets. The Board meets on a regular basis to analyse financial risk exposure and evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist the Company in managing its cash flows. Financial liabilities are expected to be settled within 12 months. 2018 Trade and other payables 2017 Carrying Amount $ Contractual Cash Flows $ 6 Months or less $ 2,392,848 2,392,848 2,392,848 Note 10 Trade and other payables 10 1,510,003 1,510,003 1,510,003 13.5 Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates 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 the return. (a) Currency Risk The Group is not exposed to significant foreign currency risk on transactions that are denominated in a currency other than the respective functional currencies of the group entities being the Australian Dollar (AUD). (b) Interest Rate Risk The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s cash. Cash includes funds held in term deposits and cheque accounts during the year, which earned variable interest at rates ranging between 1.05% and 2.5% (2017: 1.05 % and 2.65%), depending on the bank account type and account balances. The Group has no loans or borrowings. 36 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 13 Financial instruments (continued) At the reporting date the interest rate profile for the Group interest-bearing financial instrument was: Variable rate financial assets Carrying Amount 30 June 2018 $ Carrying Amount 30 June 2017 $ 6,500,000 1,004,940 A change of 100 basis points in the interest rates at the end of the reporting period would have increased (decreased) profit and loss by the amounts shown below. The analysis assumes that all other variables remain constant. This analysis is performed on the same basis for 2018. 100bp increase 100bp decrease 13.5 Capital Management 6,500 (6,500) 10,049 (10,049) The Board policy is to maintain a capital base to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of ordinary shares and retained earnings (or accumulated losses). The Board of Directors manages the capital of the Group to ensure that the Group can fund its operations and continue as a going concern. There are no externally imposed capital requirements. 14 Commitments The Group must meet the following tenement expenditure commitments to maintain them in good standing until they are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of. These commitments are not provided for in the financial statements and are: Not later than one year After one year but less than five years 15 Contingent liabilities Carrying Amount 30 June 2018 $ Carrying Amount 30 June 2017 $ 1,131,705 4,526,822 5,658,527 250,600 1,002,400 1,253,000 The Board is not aware of any circumstances or information which leads them to believe that there are any material contingent liabilities outstanding at 30 June 2018. 37 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 16 Loss per share Net loss attributable to ordinary equity holders of the Company Weighted average number of ordinary shares outstanding during the year used in calculation of basic and diluted loss per share Loss per share (cents per share) 30 June 2018 $ (5,900,323) 30 June 2017 $ (1,791,733) 334,468,748 192,792,741 (1.76) (0.93) Both the basic and diluted loss per share have been calculated using the loss attributable to shareholders of the Company as the numerator (ie no adjustments to profit were necessary in 2018). 17 Subsidiaries Name of Entity Parent entity Bellevue Gold Limited Subsidiary Draig Investments (Singapore) Pte. Ltd BDBL LLC Golden Spur Resources Ltd Giard Pty Ltd Weebo Exploration Pty Ltd Green Empire Pty Ltd 18 Related parties Country of Incorporation Ownership Interest % 30 June 2018 Ownership Interest % 30 June 2017 Australia 100 100 Singapore Mongolia Australia Australia Australia Australia 100 100 100 100 100 100 100 100 100 - - - 18.1 Names and positions of key management personnel in office at any time during the financial year: Name Raymond Shorrocks Stephen Parsons Position Non-Executive Chairman Executive director Michael Naylor (appointed 24 July 2018) Executive director/Company Secretary Guy Robertson (resigned 24 July 2018) Non-Executive director 38 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 18 Related parties (continued) The following table provides a summary of the nature and amount of the elements of key management personnel remuneration for the year. Short term employee benefits Post-employment benefits Equity remuneration benefits (non-cash) 30 June 2018 $ 371,231 19,000 970,852 1,361,083 30 June 2017 $ 233,328 3,672 540,000 777,000 18.2 Related party disclosures Transactions between related parties are on standard commercial terms. Key management personnel Stephen Parsons Blackstone Minerals Limited received $109,632 in repayments for the provision of the office fit out, rent and outgoings, and administration services. Mr S Parsons is a Non-Executive Director of Blackstone Minerals Limited and Mr Naylor is also the joint Company Secretary of Blackstone Minerals Limited. Raymond Shorrocks Spring Street Holdings Pty Ltd, a company which Mr Shorrocks is a Director and shareholder of rendered Director fees. During the year ended 30 June 2018, $50,400 (2017: $49,533). Michael Naylor Blue Leaf Corporate Pty Ltd, a company which Mr Naylor is a Director of provided accounting and company secretarial services to the Group, during the year ended 30 June 2018, $60,000. Guy Robertson Integrated CFO Solutions Pty Ltd, a company which Mr Robertson is a Director and shareholder of rendered Director fees during the year ended 30 June 2018, $48,000 (2017: $67,000). 19 Events subsequent to reporting date Maiden Resource In August 2018, a maiden inferred resource estimate of 1.9 million tonnes at 8.2 g/t gold for 500,0001 ounces was completed that covered the “Western Corridor” deposits including Southern Belle, Tribune Lodes, and the Bellevue and Hamilton lode systems in the “Bellevue Surrounds” area. This resulted in the vesting of 11,850,000 performance rights on-hand as at 30 June 2018 Change of Name The Company received shareholder approval to change the Company Name to Bellevue Gold Limited. The name become effective with ASIC on 18 July 2018 and commenced trading under the ASX code of BGL on 25 July 2018. Change of Directors In July 2018, Mr Michael Naylor was appointed as a Director and Mr Guy Robertson resigned as a Director. Performance Rights Vested On the 22 August 2018 the Company vested 3,000,000 performance rights pursuant to the terms of the Bellevue Employee Incentive Plan (refer to note 12.3 for further detail). This resulted in the issue of 3,000,000 fully paid ordinary shares. Other than the above, there are currently no matters or circumstances that have arisen since the end of the financial period that have significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the affairs of the consolidated entity in future financial years. 39 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 20 Exploration and evaluation Carrying amount at the beginning of the year Capitalised expenditure at cost Carrying amount at the end of the year 21 Reconciliation of cash flows used in operating activities Cash flows from operating activities Loss for the year Depreciation and amortisation Share based payments expensed Net foreign currency (gains) / losses Formation costs written off Other Change in trade and other receivables Change in other assets Movement in provisions Change in trade and other payables Net cash used in operating activities Operating loss before changes in working capital and provisions (1,702,507) 30 June 2018 $ 4,756,456 8,133,072 12,889,528 30 June 2017 $ - 4,756,456 4,756,456 (5,900,323) (1,791,733) 26,428 122 4,168,037 1,095,000 305 - 3,046 (15,419) 305,615 15,995 (161,987) 12,291 2,350 - (681,970) (57,980) 12,816 5,141 231,988 (1,558,303) (490,005) 40 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 22 Share based acquisitions On 28 March 2018, the Group purchased Weebo Exploration Pty Ltd for consideration that included shares in the Group and cash. The acquisition was treated as an asset acquisition as it did not meet the definition of a business combination as per AASB 3: Business Combinations given the nature of the acquiree as a junior exploration companies. The only material assets acquired in the acquisition was the acquiree’s mining tenements and therefore, under the Group’s accounting policies, the consideration paid by the Group has been accounted for under its accounting policies for Exploration and evaluation expenditure (Note 24(e)), resulting in capitalisation of the amounts at the fair value of the consideration paid. The fair value of the consideration paid is determined based on the fair value of the shares issued to the vendor, calculated using the share price on the date of acquisition multiplied by the number of shares awarded. The fair value of the share consideration was $540,000 through the issuance of 3,000,000 ordinary shares, plus the cash component (refer ASX announcement 29 March 2018) totalling to $640,000 in consideration. On 12 December 2017, the Group completed an acquisition of tenements by issuing 1,000,000 shares to vendors with a fair value of $230,000. This amount plus cash consideration totalled to $255,000 which was accounted for as Exploration and evaluation assets. 23 Parent entity disclosure As at, and throughout, the financial year ended 30 June 2018 the parent entity of the Group was Bellevue Gold Limited. 30 June 2018 $ 30 June 2017 $ (6,595,807) (1,786,912) - - (6,595,807) (1,786,912) 17,692,011 2,156,786 19,848,797 669,376 5,141 674,517 3,065,321 2,412,759 5,478,080 387,706 - 387,706 46,272,532 29,538,687 5,070,687 1,146,150 (32,168,940) (25,594,463) 19,174,279 5,090,374 Loss for the year Other comprehensive expenses Total Comprehensive loss for the year Financial Position of parent entity at year end: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total equity of the parent entity comprising of: Contributed equity Share option reserve Retained earnings Total equity 41 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S v 24 Statement of significant accounting policies (a) Principles of consolidation The Group financial statements consolidate those of the Parent and all of its subsidiaries as of 30 June 2018. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Profit or Loss and Other Comprehensive Income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. (d) Plant and equipment Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. (b) Functional and presentation currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. (c) Income tax The income tax expense/(benefit) for the year comprises current income tax expense/(income) and deferred income tax expense/(income). Plant and equipment Plant and equipment are measured on the cost basis less depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets’ employment and subsequent disposal. Depreciation All fixed assets are depreciated on a straight line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted at reporting date. The depreciation rates used for each class of depreciable assets are: Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax (expense)/benefit is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Class of fixed asset Fixtures and fittings Computer equipment Exploration equipment Land and buildings Depreciation rate 5 years 2–3 years 3–5 years 8–15 years The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting 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. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other Comprehensive Income. 42 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S (e) Exploration and evaluation expenditure Classification and subsequent measurement Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs are determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs are determined on the basis that the restoration will be completed within one year of abandoning the site. Financial instruments are subsequently measured at either of fair value, amortised cost using the interest rate method or cost. Where available, quoted prices, in an active market are used to determine fair value. The Company does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments: i. ii. iii. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets except for those not expected to mature within 12 months after the end of the reporting period. Financial liabilities Non-derivative financial liabilities are subsequently measured at amortised cost. Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. (g) Impairment of non-financial assets At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income. (f) Financial instruments (h) Employee benefits Initial recognition and measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the provisions to the instrument. For financial assets this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset. Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through the profit or loss’, in which case the costs are expensed to the Statement of Profit or Loss and Other Comprehensive Income immediately. Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be wholly settled within one year are measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year are measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows. 43 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Those cash flows are discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows. Equity settled compensation The Company operates equity settled share-based payment employee share option schemes. The fair value of options is ascertained using the Black-Scholes pricing model which incorporates all market vesting conditions. The fair value of retention rights is ascertained using the binomial valuation model. Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and the benefit is capable of being measured reliably. Provisions made in respect of wages and salaries and annual leave expected to be settled within 12 months are measured at nominal values based on expected rates of pay. (I) Provisions Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (j) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. (k) Revenue Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. All revenue is stated net of goods and services tax (GST). (l) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated in the Statement of Financial Position inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (m) Investments in associates Associate companies are companies in which the Company has significant influence through holding, directly or indirectly, 20% or more of the voting power of the company. Investments in associate companies are recognised in the financial statements by applying the equity method of accounting. The equity method of accounting recognises the initial investment at cost and adjusted thereafter for the Company’s share of post- acquisition reserves and profits/(losses) of its associates. (n) Trade and other payables Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Company during the period which remains unpaid. The balance is recognised as a current liability with the amount being normally paid within 30 days or recognition of the liability. 44 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S (o) Earnings per share i. Basic earnings per share Basic earnings per share is calculated by dividing the profit 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 and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. (p) Comparative figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Changes in presentation of comparative expense information Comparative expense information in the consolidated statement of profit or loss and other comprehensive income has been restated to provide a more detailed and relevant breakdown of expenditures. (q) Critical accounting estimates and judgements The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends of economic data, obtained both externally and within the Company. Key estimates – impairment The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. The Company capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. The entity capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Key estimates and judgments – share options and performance rights The Group makes a judgment in determining the appropriateness of the pricing model to value its share options. As shown in Note 11, the company uses a Black Scholes pricing model. Inherent in the use of the model are estimates around the inputs used in the model as disclosed in Note 12. These estimates are made with reference to market data and sources. For performance rights, the Group makes a judgment around whether performance conditions, linked to exploration and evaluation activities, are more than probable to be met at which point the value of the rights are recognised either in full or over any service period. This judgment is made based on management’s knowledge of the performance condition and how the Group is tracking based on exploration and evaluation activities as at the report date and with reference to subsequent events. Share based payments (r) The Group operates equity-settled share-based remuneration plans for its employees. None of the Group’s plans feature any options for a cash settlement. All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share- based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example profitability and sales growth targets and performance conditions). All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to share option reserve. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs 45 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting. Upon exercise of share options, the proceeds received net of any directly attributable transaction costs are allocated to share capital. (s) Parent entity financial information The financial information for the parent entity, Bellevue Gold Limited, disclosed in Note 23 has been prepared on the same basis as the consolidated financial statements, other than investments in subsidiaries and associates, which have been recorded at cost less any impairments. (t) Foreign Operations The assets and liabilities of foreign operations are translated to Australian dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation reserve (translation reserve) in equity. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented within equity in the translation reserve in equity. (u) Operating segments The Company has identified its operating segments based on the internal reports that are reviewed and used by the Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. In the prior year the Company’s activities included exploration and evaluation in Mongolia and Singapore, the balance and transaction of which are immaterial to the current and prior period. The company operates in one segment being Exploration and Evaluation of Minerals in Australia. 46 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S v) New Accounting Standards and Interpretations There were no new or revised standards that became effective for the first time for the period covering this financial report that had a material impact on the balances or transactions presented. For this reason, all standards applicable have been adopted with no impact on the financial report. w) Accounting Standards and Interpretations Issued by not yet effective The following standards and interpretations have been issued by the Australian Accounting Standards Board, are relevant to the Group, are not yet effective and have not been early adopted by the Group: Effective date (annual reporting periods beginning on or after) 1 January 2018 Likely impact on initial application Based on the Company’s assessment of AASB 9, the standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when first adopted for the year ended 30 June 2019. Superseded pronouncement Nature of change AASB 139 Financial Instruments: Recognition and Measurement a) Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income (instead of in profit or loss). Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. b) Introduces a ‘fair value through other comprehensive income’ measurement category for particular simple debt instruments. c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. d) Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows: the change attributable to changes in credit risk are presented in Other Comprehensive Income (OCI) the remaining change is presented in profit or loss If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB 9: classification and measurement of financial liabilities; and derecognition requirements for financial assets and liabilities AASB 9 requirements regarding hedge accounting represent a substantial overhaul of hedge accounting that enable entities to better reflect their risk management activities in the financial statements. Furthermore, AASB 9 introduces a new impairment model based on expected credit losses. This model makes use of more forward-looking information and applies to all financial instruments that are subject to impairment accounting. New / revised AASB 9 Financial Instruments (December 2014) [Also refer to AASB 2013-9 and AASB 2014-1 below] AASB 139 Financial Instruments: Recognition and Measurement 47 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S New / revised Superseded pronouncement Nature of change Effective date (annual reporting periods beginning on or after) AASB 16 Leases AASB 117 Leases Int. 4 Determining whether an Arrangement contains a Lease Int. 115 Operating Leases—Lease Incentives Int. 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease AASB 16: • replaces AASB 117 Leases and some lease-related 1 January 2019 Interpretations • requires all leases to be accounted for ‘on-balance sheet’ by lessees, other than short-term and low value asset leases • provides new guidance on the application of the • definition of lease and on sale and lease back accounting • largely retains the existing lessor accounting requirements in AASB 117 • requires new and different disclosures about leases Likely impact on initial application Based on the Company’s assessment of AASB 16, the standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when first adopted for the year ended 30 June 2019. 48 N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S The Directors of Bellevue Gold Limited declare that: (a) (i) the financial statements and notes, as set out on pages 23 to 48, are in accordance with the Corporations Act 2001, and: give a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on that date of the entity; and (ii) comply with Accounting Standards; and (iii) Bellevue Gold Limited complies with International Financial Reporting Standards as described in Note 24. (b) (i) The Chief Executive Officer and Chief Financial Officer have declared that: The financial records of the Company for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001; (ii) The financial statements and notes for the financial year comply with the accounting standards; and (iii) The financial statement and notes for the financial year give a true and fair view; (c) In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. Raymond Shorrocks Non-Executive Chairman 18 September 2018 50 Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000 Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 F +61 8 9322 7787 E info.wa@au.gt.com W www.grantthornton.com.au How our audit addressed the key audit matter Our procedures included, amongst others: • reviewing the vesting conditions of performance rights and tracing the conditions to agreements signed by all parties and to related ASX announcements; • assessing management’s estimates and judgments around the probabilities applied to each performance right’s vesting condition by obtaining corroborating evidence through review of source documents and company announcements; Independent Auditor’s Report Key audit matter Share based payments – Note 9, 12.2, 12.3 & 24(q)&(r) To the Members of Bellevue Gold Limited During the year ended 30 June 2018, the Group issued performance rights and share options resulting in the recording of share based payment expenses of $3.920 million. Report on the audit of the financial report The Group records the issuance of its performance rights and share options in accordance with AASB 2 Share based payments. With respect to performance rights, management is required to determine a value of the transaction based on the probability that conditions will be met. For share options, management derives a value for each option using a pricing model that uses inputs including volatility of the Group’s shares and risk-free rates available in the market. Opinion We have audited the financial report of Bellevue Gold Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss • testing the mathematical accuracy of management’s and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration. • for options, engaging our expert to determine the valuations and, for options, the use of a pricing model; This area is a key audit matter given the following: In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: appropriateness of the pricing model used by management and to review the appropriateness of inputs; and • assessing the appropriateness of the related disclosures a giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the year within the financial statements. For performance rights, management exercises its judgments and estimates in determining the probability that the relevant conditions will be met, which impacts the amounts recorded. ended on that date; and b complying with Australian Accounting Standards and the Corporations Regulations 2001. For share options, management exercises its judgments and estimates in determining the appropriate model to be used in valuing the options and the relevant inputs, including volatility and risk-free rates. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are Information other than the financial report and auditor’s report thereon further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are The Directors are responsible for the other information. The other information comprises the information included in the independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for thereon. 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. Our opinion on the financial report does not cover the other information and we do not express any form of assurance We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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. Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 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 www.grantthornton.com.au 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. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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. Liability limited by a scheme approved under Professional Standards Legislation. 51 Key audit matters Key audit matter Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial Share based payments – Note 9, 12.2, 12.3 & 24(q)&(r) report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in During the year ended 30 June 2018, the Group issued forming our opinion thereon, and we do not provide a separate opinion on these matters. performance rights and share options resulting in the recording of share based payment expenses of $3.920 million. We have determined the matters described below to be the key audit matters to be communicated in our report. How our audit addressed the key audit matter Our procedures included, amongst others: • reviewing the vesting conditions of performance rights and tracing the conditions to agreements signed by all parties and to related ASX announcements; The Group records the issuance of its performance rights and share options in accordance with AASB 2 Share based Key audit matter payments. With respect to performance rights, management is required to determine a value of the transaction based on the Exploration and evaluation assets - Notes 20 & 24(e) probability that conditions will be met. For share options, At 30 June 2018, the carrying value of exploration and management derives a value for each option using a pricing evaluation assets was $12.889 million. model that uses inputs including volatility of the Group’s shares and risk-free rates available in the market. In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group is required to assess at each This area is a key audit matter given the following: reporting date if there are any triggers for impairment which may suggest the carrying value is in excess of the recoverable For performance rights, management exercises its judgments value. and estimates in determining the probability that the relevant conditions will be met, which impacts the amounts recorded. The process undertaken by management to assess whether there are any impairment triggers in each area of interest For share options, management exercises its judgments and involves an element of management judgement. estimates in determining the appropriate model to be used in valuing the options and the relevant inputs, including volatility This area is a key audit matter due to the significant and risk-free rates. judgement involved in determining the existence of impairment triggers. • assessing management’s estimates and judgments around How our audit addressed the key audit matter the probabilities applied to each performance right’s vesting condition by obtaining corroborating evidence through review of source documents and company announcements; Our procedures included, amongst others: • testing the mathematical accuracy of management’s valuations and, for options, the use of a pricing model; • • for options, engaging our expert to determine the appropriateness of the pricing model used by management and to review the appropriateness of inputs; and • obtaining the management reconciliation of capitalised exploration and evaluation expenditure and agreeing to the general ledger; reviewing management’s area of interest • assessing the appropriateness of the related disclosures considerations against AASB 6; conducting a detailed review of management’s assessment of trigger events prepared in accordance with AASB 6 including; within the financial statements. • o o tracing projects to statutory registers, exploration licenses and third party confirmations to determine whether a right of tenure existed; enquiry of management regarding their intentions to carry out exploration and evaluation activity in the relevant exploration area, including review of management’s budgeted expenditure; understanding whether any data exists to suggest that the carrying value of these exploration and evaluation assets are unlikely to be recovered through development or sale; 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 2018, but does not include the financial report and our auditor’s report thereon. o Our opinion on the financial report does not cover the other information and 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. • • • assessing the accuracy of impairment recorded for the year as it pertained to exploration interests; evaluating the competence, capabilities and objectivity of management’s experts in the evaluation of potential impairment triggers; and assessing the appropriateness of the related financial statement disclosures. 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 Group’s ability 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. 52 Key audit matter Key audit matter How our audit addressed the key audit matter How our audit addressed the key audit matter Share based payments – Note 9, 12.2, 12.3 & 24(q)&(r) Share based payments – Note 9, 12.2, 12.3 & 24(q)&(r) During the year ended 30 June 2018, the Group issued During the year ended 30 June 2018, the Group issued performance rights and share options resulting in the performance rights and share options resulting in the recording of share based payment expenses of $3.920 million. recording of share based payment expenses of $3.920 million. The Group records the issuance of its performance rights and The Group records the issuance of its performance rights and share options in accordance with AASB 2 Share based share options in accordance with AASB 2 Share based payments. With respect to performance rights, management is payments. With respect to performance rights, management is required to determine a value of the transaction based on the required to determine a value of the transaction based on the probability that conditions will be met. For share options, probability that conditions will be met. For share options, management derives a value for each option using a pricing management derives a value for each option using a pricing model that uses inputs including volatility of the Group’s model that uses inputs including volatility of the Group’s shares and risk-free rates available in the market. shares and risk-free rates available in the market. This area is a key audit matter given the following: This area is a key audit matter given the following: For performance rights, management exercises its judgments For performance rights, management exercises its judgments and estimates in determining the probability that the relevant and estimates in determining the probability that the relevant conditions will be met, which impacts the amounts recorded. conditions will be met, which impacts the amounts recorded. For share options, management exercises its judgments and For share options, management exercises its judgments and estimates in determining the appropriate model to be used in estimates in determining the appropriate model to be used in valuing the options and the relevant inputs, including volatility valuing the options and the relevant inputs, including volatility and risk-free rates. and risk-free rates. Our procedures included, amongst others: Our procedures included, amongst others: • reviewing the vesting conditions of performance rights and • reviewing the vesting conditions of performance rights and tracing the conditions to agreements signed by all parties tracing the conditions to agreements signed by all parties and to related ASX announcements; and to related ASX announcements; • assessing management’s estimates and judgments around • assessing management’s estimates and judgments around the probabilities applied to each performance right’s vesting the probabilities applied to each performance right’s vesting condition by obtaining corroborating evidence through condition by obtaining corroborating evidence through review of source documents and company announcements; review of source documents and company announcements; • testing the mathematical accuracy of management’s • testing the mathematical accuracy of management’s valuations and, for options, the use of a pricing model; valuations and, for options, the use of a pricing model; • for options, engaging our expert to determine the • for options, engaging our expert to determine the appropriateness of the pricing model used by management appropriateness of the pricing model used by management and to review the appropriateness of inputs; and and to review the appropriateness of inputs; and • assessing the appropriateness of the related disclosures • assessing the appropriateness of the related disclosures within the financial statements. within the financial statements. Information other than the financial report and auditor’s report thereon 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 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 2018, but does not include the financial report and our auditor’s report Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon. thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider 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 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. 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 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. required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors’ for the financial report 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 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 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 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. misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the 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. Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. 53 Key audit matter 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 the 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. Share based payments – Note 9, 12.2, 12.3 & 24(q)&(r) During the year ended 30 June 2018, the Group issued performance rights and share options resulting in the recording of share based payment expenses of $3.920 million. • reviewing the vesting conditions of performance rights and tracing the conditions to agreements signed by all parties and to related ASX announcements; How our audit addressed the key audit matter Our procedures included, amongst others: A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report. • assessing management’s estimates and judgments around the probabilities applied to each performance right’s vesting condition by obtaining corroborating evidence through review of source documents and company announcements; The Group records the issuance of its performance rights and share options in accordance with AASB 2 Share based payments. With respect to performance rights, management is required to determine a value of the transaction based on the probability that conditions will be met. For share options, management derives a value for each option using a pricing model that uses inputs including volatility of the Group’s shares and risk-free rates available in the market. • testing the mathematical accuracy of management’s valuations and, for options, the use of a pricing model; • for options, engaging our expert to determine the appropriateness of the pricing model used by management and to review the appropriateness of inputs; and This area is a key audit matter given the following: Opinion on the remuneration report Report on the remuneration report • assessing the appropriateness of the related disclosures We have audited the Remuneration Report included in pages 13 to 21 of the Directors’ report for the year ended 30 June 2018. For performance rights, management exercises its judgments and estimates in determining the probability that the relevant conditions will be met, which impacts the amounts recorded. within the financial statements. In our opinion, the Remuneration Report of Bellevue Gold Limited, for the year ended 30 June 2018 complies with section 300A of the Corporations Act 2001. For share options, management exercises its judgments and estimates in determining the appropriate model to be used in valuing the options and the relevant inputs, including volatility and risk-free rates. 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. 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 2018, 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 we do not express any form of assurance conclusion thereon. GRANT THORNTON AUDIT PTY LTD Chartered Accountants 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. M P Hingeley Partner – Audit & Assurance 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. Perth, 18 September 2018 In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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. 54 Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000 Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 F +61 8 9322 7787 E info.wa@au.gt.com W www.grantthornton.com.au Auditor’s Independence Declaration To the Directors of Bellevue Gold Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Bellevue Gold Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been: a b no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. GRANT THORNTON AUDIT PTY LTD Chartered Accountants M P Hingeley Partner – Audit & Assurance Perth, 18 September 2018 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 55 56 ASX ADDITIONAL INFORMATION AS AT 10 SEPTEMBER 2018 No. Shares 26,292,800 21,000,000 17,400,000 15,000,000 11,998,895 10,263,729 9,930,806 7,530,405 6,968,672 6,500,000 6,100,000 6,000,000 5,500,000 5,400,000 5,345,735 5,317,000 4,850,000 4,000,000 3,933,333 3,728,955 % of issued capital 6.54 5.23 4.33 3.73 2.99 2.55 2.47 1.87 1.73 1.62 1.52 1.49 1.37 1.34 1.33 1.32 1.21 1.00 0.98 0.93 183,060,330 45.55 Top 20 Holders of Ordinary Shares Rank Holder Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 HSBC Custody Nominees (Australia) Limited Kitara Investments Pty Ltd Sunset Capital Management Pty Ltd Macquarie Bank Limited J P Morgan Nominees Australia Limited Kitara Investments Pty Ltd Konkera Pty Ltd Campbell Kitchener Hume & Associates Pty Ltd Sisu International Pty Ltd Kobia Holdings Pty Ltd Lantech Developments Pty Ltd Sisu International Pty Ltd Kingslane Pty Ltd Beez And Honey Pty Ltd Mr Mark John Bahen & Mrs Margaret Patricia Bahen C G Heath Pty Ltd Briant Nominees Pty Ltd BT Portfolio Services Limited Symorgh Investments Pty Ltd Nero Resource Fund Pty Ltd Top 20 Total 57 S H A R E H O LD E R I N F O R M AT I O N Substantial Holder Holder Name Mr Tolga Kumova Spread of Holdings 1 -1,000 1,001-5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total No. Shares 44,232,401 % of issued capital 11.09 Holders Share number 433 455 275 920 367 2,450 180,912 1,380,797 2,205,192 37,911,029 360,072,573 401,750,503 % of Issued Capital 0.05% 0.34% 0.55% 9.44% 89.62% 100% Unmarketable parcels There were 596 shareholders with less than a marketable parcel of shares, based on the closing price $0.20. Unlisted Options Exercisable $0.050, expires 31/08/2019 Holders with more than 20% - Konkera Pty Ltd (3,750,000) - Seamist Enterprises Pty Ltd (11,250,000) Exercisable $0.035, expires 31/3/2020 - Symorgh Investments Pty Ltd (15,000,000) Exercisable $0.040, expires 31/3/2020 - Symorgh Investments Pty Ltd (15,000,000) Exercisable $0.1365, expires 27/10/2020 - Spring Street Holdings Pty Ltd (7,500,000) Exercisable $0.10, expires 16/01/2021 - Urban Life Sciences Pty Ltd (19,000,000 - Kitara Investments Pty Ltd (10,000,000) - Kingslane Pty Ltd (10,000,000) Exercisable $0.25, expires 30/06/2021 - CG Nominees (Australia) Pty Ltd (2,500,000) Exercisable $0.30, expires 30/06/2021 - CG Nominees (Australia) Pty Ltd (2,500,000) Exercisable $0.35, expires 30/06/2021 - CG Nominees (Australia) Pty Ltd (2,500,000) Exercisable $0.40, expires 30/06/2021 - CG Nominees (Australia) Pty Ltd (2,500,000) Total unlisted options Number 15,000,000 15,000,000 15,000,000 7,500,000 40,000,000 2,500,000 2,500,000 2,500,000 2,500,000 102,500,000 Performance Rights Company Secretary There are 11,900,000 unlisted Performance Rights on issue. There are 13 holders of Performance Rights and there is one holder with more than 20% being Sam Brooks who hold 3,750,000 Performance Rights (31.5%) Voting Rights In accordance with the Company’s constitution, on a show of hands every member present in person or by proxy or attorney or duly appointed representative has one vote. On a poll every member present or by proxy or attorney or duly authorised representative has one vote for every fully paid share held. Michael Naylor Corporate Governance Statement In accordance with Listing Rule 4.10.3, the Company’s Corporate Governance Statement can be found on the Company’s website. Refer to http://www.bellevuegold.com.au/company/ corporate-governance/ 58 Mineral tenements Bellevue Gold Project Tenement Location Registered Owner Structure and Ownership Western Australia Golden Spur Resources Pty Ltd Western Australia Golden Spur Resources Pty Ltd Western Australia Golden Spur Resources Pty Ltd Western Australia Golden Spur Resources Pty Ltd Western Australia Golden Spur Resources Pty Ltd Western Australia LRL (AUST) Pty Ltd Western Australia LRL (AUST) Pty Ltd Western Australia LRL (AUST) Pty Ltd Western Australia LRL (AUST) Pty Ltd Western Australia LRL (AUST) Pty Ltd Western Australia LRL (AUST) Pty Ltd Western Australia LRL (AUST) Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Peter Gianni Western Australia Weebo Exploration Pty Ltd Western Australia Giard Pty Ltd Western Australia Croft Mining Pty Ltd Western Australia Robin Cooper Western Australia Weebo Exploration Pty Ltd 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% M36/24 M36/25 M36/299 E36/535 P36/1867 M36/660 M36/342 M36/176 M36/328 M36/603 M36/266 M36/162 E36/919 P36/1873 E36/920 E36/937 E36/921 E36/924 E36/925 E36/926 E36/927 E36/928 E36/857 E36/896 E36/923 E37/1239 E37/1279 E37/1283 59 DIRECTORS’ REPORT E37/1293 E37/1318 E37/1337 E37/1338 P36/1874 P36/1875 E36/922 E37/1345 E36/906 E36/907 E36/908 E36/909 E36/939 E53/2003 E53/2033 E53/2034 E53/2035 E53/2036 E53/2037 E53/2038 E53/2039 E53/2040 E53/2041 E53/2042 E53/2044 E53/2045 E69/3566 E69/3576 Western Australia Weebo Exploration Pty Ltd Western Australia Croft Mining Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Green Empire Pty Ltd Western Australia Green Empire Pty Ltd Western Australia Green Empire Pty Ltd Western Australia Green Empire Pty Ltd Western Australia Green Empire Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd Western Australia Giard Pty Ltd 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 60 DIRECTORS’ REPORT 2018 Annual Financial Report Bellevue Gold Limited ACN: 110 439 686 A Suite 3, Level 3, 24 Outram Street, West Perth, 6005 | T +61 8 6424 8077 E admin@bellevuegold.com.au | ASX: BGL | W www.bellevuegold.com.au