P B B E L L E V U E G O L D L I M I T E D 2019 ANNUAL FINANCIAL REPORT 1 2 B E L L E V U E G O L D L I M I T E D C O R P O R A T E D I R E C T O R Y Directors Kevin Tomlinson Non-Executive Chairman Stephen Parsons Managing Director Michael Naylor Executive Director, Chief Financial Officer Company Secretary Michael Naylor Principal & Registered Office Suite 3, Level 3 24 Outram Street West Perth WA 6005 P: (08) 6424 8077 Website www.bellevuegold.com.au Legal Adviser Bellanhouse Lawyers Level 19, Alluvion 58 Mounts Bay Road Perth WA 6000 Auditor Grant Thornton Audit Pty Ltd Level 43, Central Park 152-158 St Georges Terrace Perth WA 6000 Share Registry Computershare Investor Services Level 11, 172 St Georges Terrace Perth WA 6000 P: 1300 850 505 ASX Listing ASX Code: BGL Australian Business Number 99 110 439 686 2 B E L L E V U E G O L D L I M I T E D 2019 awards winner for ‘Best Emerging Company’ at Diggers and Dealers Mining Forum and Mining News ‘explorer of the year’ 3 Contents Managing Director’s Letter Directors’ Report Annual Mineral Resources Statement Corporate Governance Statement Auditor’s Independence Declaration 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 ASX Additional Information 6 10 68 70 72 74 76 78 80 82 111 112 116 6 B E L L E V U E G O L D L I M I T E D Managing Director’s Letter Dear Fellow Shareholders, Welcome to the 2019 Annual Report for Bellevue Gold Limited (ASX: BGL), looking back on a year in which our Company achieved further outstanding success, with continued resource growth, new discoveries and importantly increasing shareholder value. Bellevue Gold was recognised for its achievements during the year, being awarded “Best Emerging Company” at the Diggers and Dealers Mining Forum, and Mining News “Explorer of the Year”, both of which we are very proud of. Bellevue was once one of Australia’s richest gold This has been a very exciting discovery for our mines, producing 800,000 ounces of gold at an Company, and it was incredibly pleasing that we impressive grade of 15 grams per tonne over a have been able to deliver regular resource estimate mine life that spanned a century. However, gold updates every few months since we discovered the production ceased at the mine in 1997, and it has new mineralisation only 18 months from the first drill effectively been ‘parked’ since then and Bellevue hole we undertook on the Project. The deposit is had missed out on major advances in exploration attractive given 90% of the resource is from surface techniques and the gold price resurgence over the down to approximately 500 metres, is adjacent to past decade. existing historical underground workings and there is significant scope for rapid expansion. Metallurgical Our Company acquired the Bellevue Gold Project testwork to date has returned excellent gold during the 2017 financial year, and since then we recoveries of up to 98.8% and the resource is located have made great strides in uncovering the potential, on a granted mining licence close to all necessary we believe this historic gold prospect still holds. Our infrastructure. efforts to date have been rewarding, with continued resource growth success with the Bellevue Gold In addition to the current inferred resource Project now holding a JORC inferred gold resource estimate, our recent drilling has targeted directly of 5 million tonnes at 11.1g/t gold for 1.8 million Moz below the underground mine for the first time and gold for the project. has discovered a new high-grade lode system. 6 B E L L E V U E G O L D L I M I T E D Australian and London stock markets and has extensive experience in development and financing Recent drill results include 4.4 m @ 62.4 g/t gold, significant mining projects internationally. 3.6 m @ 18.3 g/t gold and 2.2 m @ 38.0 g/t gold, Mr Raymond Shorrocks resigned as Non-Executive confirming the Deacon & Mavis Lodes to be yet Chairman and I would like to thank him for his another significant high-grade gold discovery. We hard work and dedication over the years including are completing step-out and infill drilling in this area managing to originally secure the Bellevue Gold to further define this mineralisation. Having now Project for the Company and we wish him all the had three high grade discoveries at the Project in best in the future. such rapid succession suggests we are likely just scratching the surface of a large gold system. Lastly, I would like to thank the Bellevue exploration team for their hard work, dedication and success. We have so far defined a 4 kilometres long What they have achieved in a short 18-month period mineralised area that contains the current 1.8 Moz is nothing short of outstanding. resources of what is a larger 20 kilometre gold corridor. The resource area is very much open along Bellevue Gold has a unique opportunity to unlock strike, and we have identified multiple high-grade the full potential of one of Australia’s historically gold targets that we plan to drill test before the end great high-grade gold mines, and 2019/20 will see of the 2019 calendar year. With our recent raise we us take important steps towards that. It promises to have over $30 million in cash and are fully funded be another exciting year for our Company and I hope to continue our exploration success and believe our you share it with us. planned drilling will lead to further gold discoveries across our large strategic landholding. 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 added to the strength of our Board with the appointment of Kevin Tomlinson as Non-Executive Chairman. Mr Tomlinson possesses over 35 years’ experience in mining and finance with the Toronto, Stephen Parsons Managing Director 7 8 B E L L E V U E G O L D L I M I T E D “ Since our Company acquired the Bellevue project during the 2017 financial year, we have managed to delineate and Inferred Resources of 1.8 Moz @ 11.1 g/t gold. “ 8 B E L L E V U E G O L D L I M I T E D “ 9 1 0 B E L L E V U E G O L D L I M I T E D Directors’ Report D I R E C T O R S ’ R E P O R T The Directors present their report on the consolidated financial statements of Bellevue Gold Limited (“Company” or “Bellevue Gold” or “Bellevue”) and the entities controlled (“the Group”), for the year ended 30 June 2019. 1 0 B E L L E V U E G O L D L I M I T E D D I R E C T O R S ’ D E T A I L S The following persons were Directors of the Company during or since the end of the financial year: Kevin Tomlinson Non-Executive Chairman Stephen Parsons Managing Director 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 ASX 200 group of companies. During that time, Mr Parsons oversaw the discovery and delineation of the 3.6 Moz Banfora Gold Project in Burkina Faso in West Africa and the Mr Tomlinson has over 35 years experience in Mining subsequent takeover of the company for $100 Million & Finance with Toronto, Australian & London stock by a significant North American gold company in late markets. He was previously Managing Director of 2016. Mr Parsons has over 20 years’ experience in the Investment Banking at Westwind Partners and Stifel mining industry with a proven track record of mineral Nicolaus raising equity and providing corporate discoveries, corporate growth, international investor advice. He graduated as a structural geologist relations and creating shareholder wealth. Mr Parsons and completed his MSc on narrow high-grade has an honours degree in Geology. gold veins in Victoria, Australia. He has extensive experience in development, financing & operations Director since 31 March 2017. of mining projects internationally as well as mergers & acquisitions of public listed Companies. Mr Tomlinson was appointed Non-Executive Chairman on 9 September 2019. Current Directorships: Cardinal Resources Limited (Appointed 7 November 2016) Infinity Lithium Corporation (Appointed 8 June 2014) Samco Gold Limited (Appointed 16 January 2012) Past Directorships (last 3 years): Xanadu Mines Limited (Appointed 29 May 2017, resigned 30 April 2019) Current Directorships: Blackstone Minerals Ltd (Appointed 30 October 2017) African Gold Limited (Appointed 1 February 2018) Past Directorships (last 3 years): Gryphon Minerals Limited (Appointed 1 April 2004, resigned 2 December 2016) Centaurus Metals Limited (Appointed 31 March 2017, resigned 28 February 2019) 1 1 1 2 B E L L E V U E G O L D L I M I T E D Michael Naylor Executive director, Chief Financial Officer and Company Secretary Raymond Shorrocks Non-Executive Chairman Mr Shorrocks has over 26 years’ experience in Mr Naylor has 22 years’ experience in corporate corporate finance and has advised a diverse range advisory and public company management since of mining companies during his career as an commencing his career and qualifying as a chartered Investment banker. He has been instrumental in accountant with Ernst & Young. Mr Naylor has been managing and structuring equity capital raisings involved in the financial management of mineral as well as having advised extensively in the area of and resources focused public companies serving on mergers and acquisitions. the board and in the executive management team focusing on advancing and developing mineral resource assets and business development. Mr Shorrocks resigned as a Director and Non-Executive Chairman on 9 September 2019. Mr Naylor has worked in Australia and Canada and Current Directorships: has extensive experience in financial reporting, capital raisings, debt financings and treasury management Indago Energy Limited (Appointed 12 January 2016) Galilee Energy Limited (Appointed 15 January 2014) of resource companies. Appointed Director on 24 July 2018. Current Directorships: Auteco Minerals Limited (Appointed 30 November 2018) Past Directorships (last 3 years): Tawana Resources NL (from 1 January 2015 to 31 October 2017) Equator Resources Limited Past Directorships (last 3 years): International Goldfields Limited (Appointed 8 September 2016, resigned 4 January 2018) Estrella Resources Limited (Appointed 24 January 2015, resigned 1 February 2019) C O M P A N Y S E C R E T A R Y Michael Naylor Mr Naylor has been Company Secretary (from 15 February 2016 to 15 February 2017) since 1 December 2017. Helix Resources Limited (from 28 November 2016 to 16 February 2018) 1 2 B E L L E V U E G O L D L I M I T E D D I R E C T O R S ’ M E E T I N G S 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: Director Name Held While Director Attended Raymond Shorrocks Stephen Parsons Michael Naylor (appointed 24 July 2018) Guy Robertson (resigned 24 July 2018) 8 8 7 1 All directors were eligible to attend all meetings held. 8 8 7 1 P R I N C I P L E A C T I V I T I E S The principal activity of the Group during the year was exploration in relation to the Bellevue Gold Project. There have been no significant changes to the nature of these activities during the year. 1 3 1 4 B E L L E V U E G O L D L I M I T E D O P E R A T I N G A N D F I N A N C I A L R E V I E W Review of Operations Bellevue Gold Project, Western Australia (BGL 100%) The Bellevue Gold Project is located in the northern High grade gold was mined at the project at various part of the Norseman-Wiluna Greenstone belt times for over 100 years at the Bellevue Lode through in the Yilgarn Craton, Western Australia. The to 1997 when the operation shut down at around 430 project is approximately 40km north by sealed metres below surface. Around 800,000 ounces of highway from the regional centre of Leinster gold have been produced at a reported head grade and covers approximately 1,930km2. Bellevue’s of ~ 15 g/t from a high-grade Archean Lode gold total exploration tenement package including system. After the mine closure in 1997 very little applications covers in excess of 3,600km2. modern exploration was completed at the project and Bellevue is undertaking the first systematic exploration at the property in the last 20 years. 1 4 B E L L E V U E G O L D L I M I T E D Figure 1 Location of Projects 1 5 1 6 B E L L E V U E G O L D L I M I T E D During the 2019 financial year, Bellevue Gold delivered on a number of key objectives in relation to the exploration of the Bellevue Gold Project. This was underpinned by: • The Company has delineated 1.8 Moz gold @ 11.1 • The Bellevue Exploration camp has been g/t of Inferred resources in less than 18 months expanded to 36 beds to cover continuing 24/7 from discovery, making it one of the fastest & exploration and early development works. highest-grade gold discoveries globally2. Investment has also been made to upgrade the • Significant new extensions of the Tribune and core handling facilities and core racks for resource Viago Lode discoveries were made extending both drilling activities. mineralisation systems to 1,400m of strike. • Regional exploration along the 20 km of strike held • The Company has made a significant new gold by Bellevue Gold has advanced with numerous discovery at the Deacon & Mavis Lodes located high-grade rock chips up to 102 g/t gold returned below the Bellevue underground mine, which from mapping and sampling in the greater is set to underpin further exploration success at tenement package. the project. First drill results from this exciting discovery have included 4.4 m @ 62.4 g/t gold, 3.6m @ 18.3 g/t gold & 2.2 m @ 38 g/t gold (Refer ASX announcement on 5 August 2019 and 10 September 2019)1. 1 6 B E L L E V U E G O L D L I M I T E D Maiden Mineral Resource Estimate and Two Resource Upgrades All Within 18 Months2 During the year, the company has completed four mineral resource estimates for the Bellevue Gold Project. Figure 2: Bellevue Gold Project Resource Growth from first discovery hole A maiden inferred resource estimate of 500,000 In February 2019 the company announced an increase ounces of gold at a grade of 8.2 g/t gold was in Inferred Resources to 1,530,000oz @ 11.8 g/t gold completed in early August covering the Southern (Refer ASX announcement on 5 February 2019) as Belle, Tribune Lodes, and minor remnant a result from drilling completed in quarter four 2018. Bellevue and Hamilton lode systems (Refer ASX The update incorporated the geological and depletion announcement on 1 August 2018). model for the Bellevue Surrounds area. In October 2018, Bellevue Gold released a resource The most recent mineral resource estimate was upgrade to 1,040,000 oz @ 12.3 g/t gold including released in July 2019 of 1.8 Moz @ 11.1 g/t gold in the a maiden estimate for the Viago Lode of 550,000 inferred category. The latest update incorporates the oz @ 22.0 g/t gold (Refer ASX announcement on 22 recent October 2018). North and Tribune North strike extensions into the 1 7 1 8 B E L L E V U E G O L D L I M I T E D Table 1 - Bellevue global Inferred category resources July 2019 update2 JORC 2012 Inferred resource estimate at selected lower cut-off grades at the Bellevue Gold Project Lower Cut-Off Tonnes (Mt) Grade Gold g/t Gold million ounces 2.0 g/t Au 3.5 g/t Au 5.0 g/t Au 6.5 5.0 3.8 9.2 11.1 13.3 1.9 1.8 1.6 Note: Rounding has been applied to represent appropriate precision. Table 2 - Bellevue global Inferred category resources domains reported at the 3.5 g/t cut2 Domain Tonnes (Mt) Grade Gold g/t Bellevue Surrounds Viago and Viago North Lode Tribune and Tribune North Lode Southern Belle Lode TOTAL 2.3 1.3 1.0 0.4 5.0 9.6 16.1 8.1 10.4 11.1 Gold million ounces 0.7 0.7 0.3 0.1 1.8 Note: Rounding has been applied to represent appropriate precision Sub domains may not equal total estimate due to rounding. 1 8 B E L L E V U E G O L D L I M I T E D Bellevue is a Large Scale Multi-Lode High-Grade Archean Gold System. 1 9 2 0 B E L L E V U E G O L D L I M I T E D Tribune Lode Continued Exploration Success High-grade gold mineralisation in the Company’s first high-grade Lode discovery the Tribune Lode was recently extended to a strike length of 1,400 metres with a reported Inferred resource of 1.0 Mt @ 8.1 g/t gold for 0.3 Moz gold2. Mineralisation remains completely open along strike • The tested Tribune Shear strike length has a total of in both directions to the north and south as well as 1,400 metres strike length and remains open to the at depth. High grade lode positions at Tribune are north and south as well as at depth. defined by gently southerly plunging mineralised • DHEM indicates the continuation of the significant shoots controlled by fold axes within the shear EM conductive plates to the south of the high- zone. These folds at Tribune have an analogous fold grade plunge as well as a number of newly asymmetry and plunge lineation to mineralisation identified EM conductive plates to the north of at the Bellevue Lode located just 300 metres to current resources. Both targets will be subjected the east. Recent drilling continues to support the to follow up drilling as access improves over the interpreted overall gentle southerly plunge of coming months. mineralisation and the high-grade gold shoots. • Mineralisation is located only 300 metres west of Key points related to the current resource upgrade of the Tribune Lode are: • The Tribune lode, including Tribune North, contains a reported total of 1.0 Mt @ 8.1 g/t Au for 0.3 Moz of contained gold Inferred. the existing historic development. • Drilling has confirmed a well-defined gentle south east plunge to the mineralised shoots as anticipated with the updated structural model and based on observations at the Bellevue Mine. • Mineralised shoots remain completely open both to the north, south and at depth. 2 0 B E L L E V U E G O L D L I M I T E D The long section of Tribune with the recent piercements is shown in figure 4 highlighting the gentle southerly plunge of the high-grade shoots, similar to those observed at the historic Bellevue Mine. Mineralised shoots remain completely open DRDD153 3.2m @ 17.2 g/t gold from 75.2m DRDD171 4.5m @ 4.8 g/t gold from 172.5m DRDD168 1.1m @ 17.2 g/t gold from 221.2m DRDD158 2.2m @ 6.8 g/t gold from 131m DRCD020W 1 2.7m @ 22.6 g/t gold from 146.4m DRDD136 0.3m @ 218.5 g/t gold from 210m DRDD127 3.6m @ 12.2 g/t gold from 24.7m DRDD175A 3.5 m @ 15.1 g/t gold from 356m both to the north, south and at depth. Tribune Lode DRDD181 2.4 m @ 9.9 g/t gold from 257m extension drilling to the north is currently restricted by the highway reserve with approval to access this area pending. DRDD166 2.6 m @ 11.4 g/t gold from 202m (Southernmost drill intersection to date) DRDD069 10.1 m @ 29.0 g/t gold from 188.5m The Company continued to have exploration success DRRC143 5 m @ 27.3 g/t gold from 41m at Tribune during the year. Recent results from Tribune have included (Refer ASX announcements on 26/08/18, 26/09/18, 14/03/19, 21/05/19 and 11/07/19)1. DRRC146 7 m @ 8.2 g/t gold from 34 m DRDD111 6 m @ 24.9 g/t gold from 188m DRDD112 6.5 m @ 22.2 g/t gold from 96m 2 1 2 2 B E L L E V U E G O L D L I M I T E D 2 2 B E L L E V U E G O L D L I M I T E D Figure 3: Tribune Lode Diamond core hole DRDD111 high-grade mineralisation associated with ~15% semi massive pyrrhotite, trace disseminated chalcopyrite and fine-grained visible gold. Interval assayed 6 m @ 24.9 g/t gold Figure 4: Long Section of Tribune Lode looking east showing gently southerly plunging high-grade mineralised shoots consistent with plunge directions at the adjacent Bellevue Mine. The Tribune Lode remains open to the north, south and at depth. 2 3 2 4 B E L L E V U E G O L D L I M I T E D Viago Lode Continued Exploration Success High-grade gold mineralisation in the Viago Lode was extended to a strike length of 1,400 metres with an updated Inferred resource of 0.7 Moz @ 16.1 g/t gold2. Recent and ongoing drilling at Viago is focussing on extending and improving the confidence of the existing resource. 2 4 B E L L E V U E G O L D L I M I T E D Key points related to the current resource upgrade of the Viago Lode are: • DHEM indicates the continuation of the significant EM conductive plates to both the north and south of the current drill areas. Both targets will be subjected to follow up drilling as access improves over the coming months. • Primary mineralised shoot control is interpreted • The total combined Viago and Viago North to be subparallel to the Tribune and Bellevue resource is 1.3 Mt @ 16.1 g/t gold for mineralised shoot orientations which subparallel 0.7 Moz of gold2 Inferred. the overall shear geometry at the Viago Lode. • The Viago Shear strike length remains open • The current geological model predicts significant to the north and south. Access to the roadside potential for repetitions of Viago style lodes. reserve in the Northern extension area is pending, This is supported by the observation of further, anticipated shortly and southern extension drilling gently south plunging mineralised shears already is scheduled for late 2019. observed within the drilling area. • The Viago North extensions come to within 100 metres of existing historic development and are within 400 metres of the surface. Viago mineralisation continues to shallow to the North where it remains untested. 2 5 2 6 B E L L E V U E G O L D L I M I T E D The Company continued to have exploration success at Viago during the year. Recent results from Viago have included (Refer ASX announcements on 06/08/18, 09/10/18, 26/09/18, 17/07/18, 30/05/18 and 21/05/19)1: DRDD069 3m @ 87.6 g/t gold from 597m including 0.5 m @ 445.0 g/t gold from 598m DRDD073 6.4m @ 27.9 g/t gold from 587.6m including 2.8 m @ 62.8 g/t gold from 587.6m DRDD013 4.3m @ 58.8 g/t gold from 575.5m DRDD072 2.8m @ 32.3 g/t gold from 606.8m DRDD070 3.35 m @ 37.4 g/t gold from 562.45m DRCDW020 6.9 m @ 18.0 g/t gold from 535.9m including 0.35 m @ 203.3 g/t gold from 540.8m DRDD065 2.8m @ 19.0 g/t gold from 571.65m DRCD022 2.5 m @ 13.1 g/t gold from 560.5m DRDD066 1.5 m @ 23.9 g/t gold from 566.3m DRDD059 4.3 m @ 8.8 g/t gold from 575.3 m DRDD144 3.2 m @ 13.8 g/t gold from 409.6m DRDD156 4.1 m @ 6.0 g/t gold from 406.5m DRDD158 3.5m @ 13.4 g/t gold from 528m 2 6 B E L L E V U E G O L D L I M I T E D Figure 5: Viago diamond core hole DRDD013 high-grade mineralisation associated with ~25% semi massive pyrrhotite, trace disseminated chalcopyrite and fine-grained visible gold. Interval assayed 4.3 m @ 58.8 g/t gold. Figure 6: Viago North diamond core hole DRDD073 high-grade mineralisation associated with ~25% semi massive pyrrhotite, trace disseminated chalcopyrite and fine-grained visible gold. Interval assayed 2.8 m @ 62.8 g/t gold. 2 7 2 8 B E L L E V U E G O L D L I M I T E D Figure 7: Plan view of Viago Lode showing recent northern discovery & southern extensions and recently defined DHEM plates. Only the northern extension has been included in the resource upgrade and drilling is continuing at Viago Main and to the south. The Viago Lode now extends for over 1,400 metres and remains open. Figure 8: Long Section of Bellevue Lode System showing recent high-grade extensions to the Viago & Tribune Lode positions. Mineralisation remains open to the North, South and at depth. 2 8 B E L L E V U E G O L D L I M I T E D Deacon & Mavis Lodes A New Significant High-Grade Gold Discovery Below the Bellevue Underground Mine The recently identified high-grade Deacon & Mavis Assays are pending for 4 further holes including 2 Lode system sits directly below the historic Bellevue targeting a 150 metre step out down dip and further underground mine in an area previously undrilled 120 metre up dip from the central high-grade trend. and mineralisation is open up and down dip as well as north and south along strike, representing yet another major ‘resource drill ready’ target for the Company. Recent diamond core drilling outside of the current The lode position was intercepted in both holes with quartz pyrrhotite veining logged. Mineralisation remains open in every direction. resource area identified bonanza grade mineralised A second parallel lode has also been discovered shoots at the new Deacon Lode and also confirms named the Mavis Lode with assays from DRDD130 a new parallel Lode named ‘Mavis’ that contains returning 2.2 m @ 38.0 g/t gold including significant high-grade gold mineralisation. 1.1 m @ 75.3 g/t gold from 728.4 m (Refer ASX Recent drilling conducted on broad centres at the Deacon & Mavis discovery has returned one of the announcement 10/09/19)1. The second parallel lode is located 60 metres into the footwall of Deacon. best intercepts at the project to date confirming Both lodes are dipping ~650 to the west and striking the presence of bonanza grade mineralised shoots towards 3400 and are hosted in the same package of analogous to the Bellevue mine and Viago Lode mafic units as the Bellevue and Viago Lodes. discoveries. The Deacon Shear has now been intercepted over Drill hole DRDD218 has intercepted 4.4 m @ 62.4 1,400 metres strike with a recent 300 metre step to g/t gold (Refer ASX announcement 10/09/19)1 the north confirming the continuation of the shear associated with semi massive pyrrhotite and quartz zone with DRDD105 returning 9.5 m @ 0.5 g/t gold clasts diagnostic of the bonanza mineralised shoots from 594.5 m (Refer ASX announcement 10/09/19)1. at the Bellevue Mine. Hole DRDD218 is located 100 A new large modelled DHEM ‘off hole’ conductor metres from the nearest drill hole DRDD130 which on the northern most hole remains untested and intercepted 3.6 m @ 18.3 g/t gold from 654.6 m (Refer may represent the northern continuation of the ASX announcement 15/08/19)1. Deacon Lode. The hole was completed to follow up the large scale Results have been now received for a total of 10 holes 400 metre x 120 metre high conductance modelled from a completed 14 holes targeting the Deacon Down Hole Electromagnetic Conductor (DHEM), discovery with Bellevue style biotite shearing was confirming this conductor to host sulphides and intercepted in all drillholes with quartz sulphide +- gold mineralisation. visible gold mineralisation logged in 8 of the holes. 2 9 3 0 B E L L E V U E G O L D L I M I T E D Figure 9: Deacon Discovery 4.4 m @ 62.4 g/t gold from 692 m hole DRDD218 Results from the initial drill holes include the following significant intercepts (Refer ASX announcements on 05/08/19 and 10/09/19)1: 4.4 m @ 62.4 g/t gold from 692 m in DRDD218 3.6 m @ 18.3 g/t gold from 654.6 m including 2.2 m @ 27.8 g/t gold from 656 m in DRDD130 2.2 m @ 38.0 g/t gold including 1.1 m @ 75.3 g/t gold from 654.6 m (Mavis Lode) 1.8 m @ 5.9 g/t gold from 653 m in DRDD088 2 m @ 4.2 g/t gold from 669 m and 2.4m @ 4.9 g/t gold from 676 m in DRDD086 2.5 m @ 5.1 g/t gold from 753 m in DRDD139 2 m @ 4.9 g/t gold from 748 m in DRDD110 9.5 m @ 0.5 g/t gold from 594.5m in DRDD105 (Deacon Lode 300 m northern step-out hole) 3 0 B E L L E V U E G O L D L I M I T E D 4 Kilometre High-Grade Gold Lode System & Open Figure 10: Long section looking east of the Bellevue Lode system, the new Deacon & Mavis discovery is located immediately below and offset 400 metres to the east of the Bellevue Mine. Figure 11: Cross Section through the Bellevue Lode system looking North showing the location of the new Deacon & Mavis Discovery, 400 metres in the footwall of the Bellevue Lode1. 3 1 3 2 B E L L E V U E G O L D L I M I T E D Regional Exploration On the 20 kilometre Bellevue Mineralised Corridor Government Well Prospect (located 4.5 km north Only around 500m of the >4 km mineralised trend of Bellevue Mine) is a +4 km long gold trend identified has received any historical drill testing with significant historical high-grade drill results to date and, given that this drilling has delivered and recent high-grade rock chips (Refer ASX significant intercepts represents a significant announcement 11/4/2019)1. opportunity to Bellevue Gold. Multiple gold trends over more than 4 km in strike Much of the trend is covered by thin, wind- length have been identified from historical drilling, blown sands rendering the surface geochemical old workings and recent rock chip sampling at the exploration techniques utilised by prior explorers Government well target area, 4.5 km to the north of largely ineffective but recent rock chipping from the Bellevue Gold Deposit - refer to Figure 12. shallow excavations and old shafts in the area have Historical drill results include (Refer ASX announcement on 11/04/2019)1. GC002 2m @ 19.7 g/t gold from 32m GC001 10m @ 1.7 g/t gold from 14m H007 2m @ 22.58 g/t gold from 8m consistently yielded high grade results with rock chips of 40 g/t, 31.8 g/t and 31.9 g/t gold (Refer ASX announcement on 11/04/2019)1. 3 2 B E L L E V U E G O L D L I M I T E D Figure 12: Compilation map showing location of multiple high-grade & high priority gold targets along strike and within only 20 km of the Bellevue Gold Deposit. 3 3 3 4 B E L L E V U E G O L D L I M I T E D Figure 13: Government Well Summary map showing location shallow reconnaissance drilling. Figure 14: North West and West Bellevue target summary map showing location of recently mapped mineralised veins at North West Bellevue and recently defined >100ppb gold in EOH drilling as well as the untested +1km gold- in-soil anomaly adjacent to the Bellevue Mine & Resource area. 3 4 B E L L E V U E G O L D L I M I T E D North West Bellevue: Rock chipping on multiple, undrilled, Bellevue style veins 1.6 km along strike from the current Bellevue Resource drilling significantly extends strike potential of Bellevue. Recent surface mapping has identified multiple new, partially outcropping, ‘Bellevue Style’ veins around 1.6 km along strike from recent drilling on the Tribune Lode. Results of 102 g/t, 4.3 g/t and 2.9 g/t gold have been returned from reconnaissance rock chip sampling (Refer ASX announcement on 11/04/2019)1. The veins are observed of 50cm thickness on surface with weathered textures reminiscent of the cataclasically remobilised sulphides observed in higher grade sections of the Bellevue Gold Deposit (see Figure 14). These results constitute a 650m step out along strike from a high angle, west dipping, biotite altered structure striking NNW at 198m in DRDD095 and a 1.6km step-out from recent drill results from the northern end of the Tribune Lode currently being drilled along strike including: DRDD112 6.5m @ 22.2g/t gold from 96m downhole (Refer ASX announcement 11/04/2019)1 This constitutes an immediate drill target for possible resource extension on the Tribune Lode. West of Bellevue: > 2km long, >100ppb Gold in Historical RAB End Of Hole (BOH) target. A trend of >100ppb maximum gold in wide spaced historical drilling has been identified over more than 2 km strike length, under thin transported soil cover, less than 1 km to the west of the high-grade Bellevue Gold Deposit (refer to Figure 14 above). Follow up bottom-of-hole sampling has identified coincident multi-element anomalism highlighting a large-scale alteration system. Tribune style mineralisation (smokey quartz veins with remobilised pyrrhotite>chalcopyrite within a biotite shear) has been identified in RAB and RC chips further highlighting the prospectivity of the target. Historical results from wide spaced shallow RAB and RC drilling within the target area include (Refer ASX announcement on 11/04/2019)1: BX0666 (RAB) 1m @ 4.58 g/t gold from 21m BARC0281 (RC) 1m @ 3.25 g/t gold from 21m BX0186 (RAB) 10m @ 0.4 g/t gold from 23m to End of Hole Significantly Down-hole electromagnetics (DHEM) was not used as a follow up to the historical drilling. DHEM is a critical tool, vectoring drilling at the Bellevue Gold Deposit towards higher grade intercepts. This represents a significant opportunity for Bellevue Gold to re-appraise the target area using lessons learned at the Bellevue Gold deposit <1 km to the East of the target. In addition, a >1 km long gold-in-soil anomaly of more than 20 ppb gold (with a max of 408 ppb gold) has been identified sub-parallel to the trend of max, downhole gold in drilling. This near surface walk up drill target is largely undrilled. 3 5 3 6 B E L L E V U E G O L D L I M I T E D 3 6 B E L L E V U E G O L D L I M I T E D “ Recent drilling conducted on broad centres at the Deacon & Mavis discovery has returned one of the best intercepts at the project to date confirming the presence of bonanza grade shoots analogous to the Bellevue mine and Viago Lode “ discoveries. 3 7 3 8 B E L L E V U E G O L D L I M I T E D Corporate Social Responsibility Community Investment 2019 Support Programs Bellevue is committed to building positive Bellevue in conjunction with Leonora District community principals, strong relationships and High School, Leonora Police, Northern Rise creating sustainable value for our community. Our Village Services and Outback Parks and Lodge focus is on programs that will continue to benefit Leonora, aims to arrange 350 meals to be supplied the community well beyond the life of our projects. and delivered to the students of Leonora District In addition to financial assistance, Bellevue believes High School. that supporting local businesses, equipment donations and volunteer assistance, is often just as valuable and rewarding as financial assistance and strengthens the ability to benefit the whole community. Leonora Police identified hunger as a factor behind youth crime. School staff had seen student’s ability to concentrate and learn adversely affected, when students have not been able to eat regularly. 3 8 B E L L E V U E G O L D L I M I T E D The Company has recently supplied the Leonora Youth Centre with boxing equipment, as part of the Youth Discipline Program, to commence in the By providing a good and healthy meal, this could latter half of 2019 and we look forward to the future assist in an increase in the attendance rate at school, support of equipment for the Life Skill Program. curb anti-social behaviour and reduce youth crime. This is one example of a practical local solution to a local issue having an impact on children’s learning. Cultural values and heritage relations Bellevue Project is located on the Tjiwarl Bellevue extends our gratitude and acknowledges native title determination area (WAD228/2011 the commitment of Jennette Maxfield, Principal of and WAD 302/2015). Leonora District High School and Senior Constable Poppy Chetcuti to this program. The Nyunnga-Gu Women’s Group “Belonging to Women” in Leonora continues to create an Bellevue is working closely with Traditional Owners and looks forward to future engagement with all members to discuss scholarships, training, employment and business development opportunity to focus on building strong relationships, opportunities, as well as the ongoing management social and emotional wellbeing through various and protection of cultural heritage. forms of mental health and cultural activities. The Sewing and Craft Group is held every Wednesday evening, providing the opportunity for woman to come together to discuss issues that are specific to the community. The sewing and craft group is working on some projects with the fabric and macramé materials, Bellevue donated. 3 9 B E L L E V U E G O L D L I M I T E D 4 0 Sponsorship Bellevue is a proud supporter of the Clontarf Foundation. The Clontarf Foundation exists to improve the education, discipline, self-esteem, life skills and employment prospects of young Aboriginal and Torres Strait Islander men and in doing so, equips them to participate more meaningfully in society. In addition to sponsorship, Bellevue Gold employs men from the Clontarf Foundation which has been a great success for Bellevue. Looking To The Future In 2020, Bellevue will continue to work with our community to identify opportunities on programs that deliver long-term and are sustainable for the community. We look forward to strengthening our relationship with our community and we welcome feedback on how we can improve and achieve this. 4 0 B E L L E V U E G O L D L I M I T E D 4 1 4 2 B E L L E V U E G O L D L I M I T E D Corporate F I N A N C I A L R E S U L T S F O R T H E P E R I O D The Group’s cash position as at 30 June 2019 was $19.8 million and as announced in July 2019 the Company raised a further $18.5 million (before costs) bringing the current market capitalisation to $351 million. The Group’s consolidated net loss for the year ended 30 June 2019 was $7,146,369 (2018 loss $5,900,323). The loss included the following non-cash items: • Share based payment expense $3.6 million (2018: $4.2 million). The Group’s net assets increased to $50,851,991 (2018: $19,848,796). 4 2 B E L L E V U E G O L D L I M I T E D Share Placements and Issues During the financial year, the Company issued the following shares, excluding options and performance rights exercised: Date 26/10/18 22/02/19 No. of shares Price per share ($) 45,588,236 37,192,941 0.34 0.55 Amount issued before costs ($) 15,500,000 20,456,118 Shares issued on exercise of options During the financial year, the Company issued the following shares on exercise of options: Date 17/06/19 No. of shares Price per share ($) Amount ($) 11,250,000 0.05 562,500 Shares issued on vesting of performance rights During the financial year, the Company issued the following shares on vesting of performance rights: Date 22/08/18 31/12/18 31/12/18 26/06/19 26/06/19 26/06/19 No. of shares Price per share ($) Amount ($) 2,950,000 3,050,000 100,000 750,000 350,000 1,000,000 0.215 0.215 0.185 0.215 0.19 0.19 634,250 655,750 18,500 161,250 66,500 190,000 4 3 4 4 B E L L E V U E G O L D L I M I T E D Options Issued During the financial year, the Company granted the following options: Option Grant Date Exercise Price ($) Expiry Date Vested Options unexercised at 30 June 2019 50,000 18/02/19 0.60 14/02/22 50,000 50,000 Performance Rights Issued During the financial year, the Company granted the following performance rights: Performance Rights Grant Date Expiry Date Vested Lapsed 1,000,000 14/08/18 21/03/21 350,000 650,000 2,000,000 14/08/18 21/03/21 1,000,000 13,000,000 7/01/19 7/01/24 500,000 15/02/19 01/09/22 150,000 14/05/19 14/05/22 - - - - - - - WA Government Grant Section 18 Consent Bellevue Gold was successful in its application for The Company received ministerial approval through the round 18 co-funded exploration incentive drilling Section 18 consent to undertake exploration drilling from the Western Australia Department of Mines. on an island within Lake Miranda. The current The $150,000 grant was used to drill two holes drilling at Tribune, Bellevue, Viago & Deacon/Mavis testing the depth potential of the Bellevue Lode Lodes is not affected by the Section 18 as all drilling below the historic base of the underground mine. undertaken to date is located on the mainland and The new discovery at Deacon located in the Bellevue away from the lake. The approval however would footwall (Refer ASX announcement 5 August 2019) allow drill testing further to the south. was made as part of this drill program. The Company has been advised that the Native The exploration incentive scheme (EIS) is a WA state Title Party have submitted a Section 10 application government initiative aiming to stimulate private of the Aboriginal & Torres Strait Islanders Heritage sector mineral exploration. Bellevue Gold would like Protection Act 1984 (cth) over the area of Section 18 to extend its appreciation to the Western Australian consent. The Minister will review and make a decision Department of Mines for supporting junior over the coming months as to the validity of the exploration companies. Section 10 application. 4 4 B E L L E V U E G O L D L I M I T E D The company will not be drilling in the area of the New high-grade discovery approved section 18 until a decision is made on the In August the Company made a significant new Section 10. Significant Changes in the State Of Affairs high-grade gold discovery at Deacon & Mavis Lodes beneath the Bellevue Gold Mine with Visible Gold including 4.4 m @ 62.4 g/t gold, 3.6 m @ 18.3 g/t gold and 2.2 m @ 38.0 g/t gold (Refer ASX announcement 5 August and 10 September 2019)1. Other than matters referred to in the review of Appointment/Resignation of Non-Executive operations, there were no significant changes in the Chairman In September 2019, the Company appointed Mr Kevin Tomlinson as Non-Executive Chairman. Mr Raymond Sharrocks resigned in September 2019 as Non-Executive Chairman. 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. state of affairs of the Group during the year. Events Subsequent to Reporting Date Resource Upgrade In July 2019, High-grade resource upgrade at the Bellevue Gold Project growth expanded to 1.8 Moz at 11.1 g/t gold in the inferred category (Refer ASX announcement 11 July 2019)2. Capital Raising In July 2019 the Company completed a fully underwritten share placement to raise $18.5 million (before costs) which raised by the way of 32.4 million shares at an issue price of $0.57 per share (Refer ASX announcement 24 July 2019)1. 4 5 4 6 B E L L E V U E G O L D L I M I T E D Likely Developments The Company will continue to advance the exploration of the Bellevue Gold Project and regional areas. Environmental Regulation and Compliance Bellevue is committed to minimising the environmental impacts of its exploration and operation of the Bellevue Gold Project, with an appropriate focus placed on compliance with environmental regulations. No environmental breaches have occurred or have been notified by any Government agencies during the year ended 30 June 2019. The liability insured is the indemnification of the Company against any legal liability to third parties arising out of any Directors or Officers duties in their capacity as a Director or Officer other than indemnification not permitted by law. The Company has, during the financial year, paid an insurance premium in respect of an insurance policy for the benefit of the Directors, secretaries, executive officers and employees of the Company and any related bodies corporate as defined in the insurance policy. The insurance grants indemnity against liabilities permitted to be indemnified by the Company under Section 199B of the Corporations Act 2001. In accordance with commercial practice, the insurance policy prohibits disclosure of the terms of the policy, including the nature of the liability insured against and the amount of the premium. No liability has arisen under this indemnity as at the date of this report. Indemnification and Insurance of Directors and Officers Proceedings of Behalf of the Company The Company has entered into a Deed of Indemnity, Insurance and Access with each of the Directors and Officers which will indemnify them against liabilities incurred to a third party (not being the Company or a related body corporate of the Company) as a director or officer of the Company or a related body corporate of the Company. No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. 4 6 B E L L E V U E G O L D L I M I T E D Directors Interests The Directors’ interests in the shares options and performance rights of the Company at the date of this report are set out in the table below: Name Number of ordinary shares Numbers of Options Number of Performance Rights Stephen Parsons 10,000,000 20,000,000 7,000,000 Michael Naylor 300,000 Kevin Tomlinson - - - 2,500,000 - Share Options At the date of this report unissued shares of the Group under option are: Exercise price ($) Expiry Date Number 0.035 0.04 0.10 0.35 0.40 0.60 Total unlisted options 31/03/20 31/03/20 16/01/21 30/06/21 30/06/21 14/02/22 5,000,000 15,000,000 30,000,000 2,500,000 2,500,000 50,000 55,050,000 These options do not entitle the holder to participate in any share issue of the Company. 4 7 4 8 B E L L E V U E G O L D L I M I T E D Performance Rights At the date of this report, unissued shares of the Group pursuant to performance rights issued under the Company’s Employee Plan are: Grant date Expiry Date 10/04/18 18/04/18 12/06 /18 14/08/18 07/01/19 15/02/19 15/02/19 14/05/19 10/09/19 10/09/19 Total Performance Rights 21/03/21 21/03/21 21/03/21 21/03/21 07/01/24 01/09/22 01/09/22 14/05/22 31/03/21 30/09/21 Number 3,600,000 100,000 1,000,000 1,000,000 10,000,000 250,000 250,000 150,000 400,000 250,000 17,000,000 4 8 B E L L E V U E G O L D L I M I T E D Indemnity Of Auditors The Group has agreed to indemnify its auditors, Grant Thornton, to the extent permitted by law, against any claim by a third party arising from the Group’s breach of its agreement. The indemnity requires the Group to meet the full amount of any such liabilities including a reasonable amount of legal costs. Non-Audit Services The Company may decide to employ the auditor The Board has considered the non-audit services provided during the year by the auditor and, and 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 Board to ensure they do not impact upon the impartiality and objectivity of the auditor on assignments additional to their statutory audit • none of the services undermine the general duties where the auditor has relevant expertise and principles relating to auditor independence experience and where the auditor’s independence is as set out in APES 110 Code of Ethics for not compromised. Professional Accountants. Details of the amounts paid or payable to the auditor Grant Thornton Audit Pty Ltd and related entities for audit and non-audit services provided during the year are set out in note 22 to the financial statements. Lead Auditor’s Independence Declaration The auditor’s independence declaration, as required under section 307C of the Corporations Act 2001, is set out on page 112 and forms part of this report. 4 9 5 0 B E L L E V U E G O L D L I M I T E D Remuneration Report (Audited) a ) Introduction The Directors of Bellevue Gold Limited present the • Non-Executive Directors (NEDs) Remuneration Report (the Report) for the Company • Executive Directors and Senior Executives and its controlled entities for the year ended 30 (collectively the Executives) June 2019. This Report forms part of the Directors’ • Other KMP are those persons who, directly, or Report and has been audited in accordance with indirectly, have authority and responsibility for section 300A of the Corporations Act 2001. The planning, directing and controlling the major Report details the remuneration arrangements for activities of the Company and Group. Bellevue’s key management personnel (KMP): 5 0 B E L L E V U E G O L D L I M I T E D The table below outlines the KMP of the Group and their movements during FY19: Name Position Term as KMP Non-Executive Directors Raymond Shorrocks Non-Executive Chair Full financial year Guy Robertson Non-Executive Director Resigned 24 July 2018 Executive Directors Stephen Parsons Managing Director Full financial year Michael Naylor Executive Director, Chief Financial Officer & Company Secretary From 24 July 2018 Other Key Managment Personnel Samuel Brooks Chief Geologist From 1 February 2019 Mr Raymond Shorrocks resigned as Non-Executive Chairman on 9 September 2019. He was replaced by Mr Kevin Tomlinson. There were no other changes to KMP after reporting date and before the date the financial report was authorised for issue. b ) Remuneration Governance termination policies and practices; Company share The Board has decided there are no efficiencies to schemes and other incentive schemes; Company be gained from forming a separate remuneration superannuation arrangements and remuneration committee and hence the current board members arrangements for members of the Board. 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 obtains professional advice where necessary to ensure that the Company attracts and retains talented and motivated directors, executives and employees who can enhance Company The Board considers and recommends performance through their contributions and compensation arrangements for the non-executive leadership. chairman, directors and senior executives; remuneration policies and practices; retirement 5 1 5 2 B E L L E V U E G O L D L I M I T E D c ) Remuneration Framework • to set clear goals and reward performance for The Board recognises that the Company’s successful project development in a way which performance and ultimate success in project is sustainable, including in respect of health delivery depends very much on its ability to attract and safety, environment and community-based and retain highly skilled, qualified and motivated objectives; people in an increasingly competitive remuneration • to be fair and competitive against the market; market. At the same time, remuneration practices • to preserve cash where necessary for exploration, must be transparent to shareholders and be fair by having the flexibility to attract, reward or and competitive taking into account the nature remunerate executives with an appropriate mix of and size of the organisation and its current stage of equity-based incentives; development. The approach to remuneration has been structured with the following objectives: • to reward individual performance and Company performance thus promoting a balance of individual performance and teamwork across the executive management team and the organisation; • to attract and retain a highly skilled executive team and at a critical stage in the Company’s development of • to have flexibility in the mix of remuneration, the Bellevue Gold Project who are motivated and including offering a balance of conservative long- rewarded for successfully delivering the short and term incentive instruments such as options to long-term objectives of the Company, including ensure executives are rewarded for their efforts, successful project delivery; but also share in the upside of the Company’s • to link remuneration with performance, based on growth and are not adversely affected by tax long-term objectives and shareholder return, as consequences. well as critical short-term objectives which are aligned with the Company’s business strategy; 5 2 B E L L E V U E G O L D L I M I T E D The remuneration framework provides a mix of fixed Short Term Incentives and variable “at risk” remuneration and a blend of The executive directors and other executives were short and long-term incentives. eligible to earn short-term cash bonuses upon 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 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. • Long Term Incentives (“LTI”) through participation The objective of the STI Plan is to provide the in the Company’s shareholder approved equity opportunity to earn a cash bonus by rewarding those 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 2019. 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. 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. executives who successfully achieve in the opinion of the Board the critical short-term objectives of the Company over a 12 month period. Those short-term objectives for each executive are pre-determined and approved by the Board each year as being aligned with the Company’s stated strategy to derive shareholder return. In exceptional circumstances, STI’s are paid to executives on an ad-hoc basis if he/ she has exceeded expectations. STI’s will generally consist of annual cash bonuses paid on the following basis: i. Performance will be measured over a 12-month period each year. ii. A maximum threshold will apply for each executive expressed as a % of their fixed remuneration depending on their role and seniority in the executive management team. iii. STIs will be paid at the discretion of the Board but must be demonstrably linked to performance against critical pre-determined short-term goals of the Company. iv. A combination of group and individual goals may apply for each executive with weightings for each goal approved by the Board - the number of short-term goals per participant will take into account the executive’s role, responsibility and seniority - greater weighting is placed on more important goals. 5 3 5 4 B E L L E V U E G O L D L I M I T E D The table below sets out the STI amounts earned and the performance hurdles met during the year. Executive STI Amount Performance Hurdle Stephen Parsons $150,000 plus superannuation (being 50% of the Base Salary) Vesting on an ASX announcement by the Company of a JORC compliant resource of a minimum of 1,500,000 ounces of gold (or equivalent value if another commodity) by 31 December 2019. At the time the board set this STI for Mr Parsons, Bellevue Gold had an Inferred Resource of 500,000 ounces of gold. Within 12 months the Company’s Resources increased by 260%. Mr Parsons is also entitled to $150,000 plus environment and community policy and having superannuation (being 50% of the Base Salary) no serious breaches as a result of the failure in the vesting upon the Company announcing to ASX a policy. At the time Mr Parsons fixed remuneration positive scoping study in relation to the Bellevue was significantly below the 25th percentile for Gold Project before 31 December 2019. the role given and the significant value that was In addition, in October 2018, Mr Parsons was paid an incentive cash payment of $250,000 plus superannuation in recognition of his achievements in realising and unlocking value over the previous 12 months which included the substantial increase in share price, significant increase in the company market capitilisation, raising of significant capital, the collaboration of a highly credentialed management team, the initiation of research from numerous parties, and implementing a health, safety, generated the Board agreed to the discretionary incentive cash payment. 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. 5 4 B E L L E V U E G O L D L I M I T E D The following table sets out the number of share options and performance rights granted to Directors and key management personnel team during the year: Name Options Issued Performance Rights Raymond Shorrocks Stephen Parsons Michael Naylor Samuel Brooks - - - - 3,000,0002 7,000,0001 1,500,0001 1,500,000 1 These were approved by Shareholders on 7 January 2019. 2These were cancelled in 7 September 2019. LTI grants to directors and executives were by the e ) Non-Executive Directors Remuneration way of Performance Rights with predetermined Non-executive directors’ fees are paid within performance hurdles. 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 their remuneration package. 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. This includes entering into contracts to hedge Non-executive directors’ remuneration may their exposure. In order to ensure that the LTI’s that were issued during the year were aligned with the long term interest of the Company (definitive feasibility study and first gold pour) and its shareholders, the include an incentive portion consisting of bonuses and/or options/performance rights, as considered appropriate by the Board, which is subject to shareholder approval in accordance with the ASX Listing Rules. Performance Rights issued in 2019 incentivises The aggregate remuneration, and the manner in Directors and Management to deliver “line of sight” which it is apportioned amongst non-executive business goals as well as share in the creation of directors, is reviewed annually. The Board considers sustainable shareholder value they have created. the amount of director fees being paid by comparable It was the premise of the issue that Directors and companies with similar responsibilities and levels Management are not unjustly enriched at the of experience of the non-executive directors when expense of the Company and its shareholders nor undertaking the annual review process. can they realise their reward before the Company has achieved its value event (e.g. definitive feasibility study and first Gold pour). The current maximum cash 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. 5 5 5 6 B E L L E V U E G O L D L I M I T E D f ) Use of Remuneration Consultants g) Voting and Comments Made at the Company’s During the year ended 30 June 2019 the Board Last Annual General Meeting did not engage the services of remuneration Bellevue Gold received more than 99% “yes” votes consultants. This was considered appropriate whist on its Remuneration Report for the year ended the company was an exploration company. 30 June 2018. The Company received no specific However, given the rapid growth of Bellevue Gold and the maturing of the share register to heavily institutionalised, in August 2019, the Company engaged a remuneration consultant to assist in preparing an appropriate remuneration structure for the financial year ended 30 June 2020. feedback on its Remuneration Report at the Annual General Meeting. h ) Financial Performance The table below sets out information about the Company’s results and movements in shareholder value for the past five years up to and including the current financial year. 2019 2018 2017 2016 2015 Loss After Income Tax ($7,146,369) ($5,900,323) ($1,791,733) ($659,083) ($599,492) Share Price as at 30 June $0.70 Share Price Increase 312% $0.17 709% $0.021 $0.021 $0.021 0% 0% 0% 5 6 B E L L E V U E G O L D L I M I T E D i ) Employment contracts of directors and senior executives Mr Stephen Parsons, Managing Director, entered into an executive services agreement effective 1 October duties and obligations to be fulfilled and provides for an annual review of remuneration and STI opportunity which is at the discretion of the Board. Mr Naylor receives a fixed remuneration of $109,500 plus statutory superannuation (from October 2018 to January 2019 Executive Director fees were provided to Blue leaf Corporate of $20,000). 2018 with the Company that specifies duties and The agreement can be terminated by either party obligations to be fulfilled and provides for an annual giving six (6) months’ notice. review of remuneration. Mr Parsons receives a fixed remuneration of $300,000 (Previous agreement was effective 1 January 2018, $250,000 per annum) plus statutory superannuation. The agreement can be terminated by either party giving twelve (12) months’ notice. Mr Michael Naylor, Executive Director, Chief Financial Officer and Company Secretary entered into an executive services agreement effective 1 February 2019 with the Company that specifies Mr Samuel Brooks, Chief Geologist, entered into an executive services agreement effective 1 February 2019 with the Company that specifies duties and obligations to be fulfilled and provides for an annual review of remuneration and STI opportunity which is at the discretion of the Board. Mr Brooks receives a fixed remuneration of $228,310 (plus statutory superannuation). The agreement can be terminated by either party giving six (6) months’ notice. 5 7 9 1 0 2 d n a 8 1 0 2 e h t r o f y n a p m o C e h t f o l e n n o s r e P t n e m e g a n a M y e K d n a r o t c e r i D h c a e f o n o i t a r e n u m e r e h t j l f o t n e m e e r o a m h c a e f o t n u o m a d n a e r u t a n e h t f o s l i a t e D n o i t a r e n u m e R l e n n o s r e P t n e m e g a n a M y e K d n a r o t c e r i D ) j : s w o l l o f s a s i s r a e y l i a c n a n i f e c n a m r o f r e P d e t a e R l e c n a m r o f r e P n o i t a u n n a r e p u S i e c v r e S g n o L e v i t n e c n I d e s a b - e r a h S s t n e m y a p ) h s a c n o n ( d n a s n o i t p O t s o P t n e m y o p m e l m r e t - g n o L s t i f e n e b s t i f e n e b m r e t - t r o h S % n o i t a r e n u m e R ) $ ( l a t o T ) $ ( 4 s t h g R i ) $ ( s t i f e n e b ) $ ( e v a e L ) $ ( e v a e L l a u n n A ) $ ( t n e m y a P ) $ ( s e e F & y r a a S l r a e Y n o i t i s o P d n a e m a N 0 6 0 9 6 6 9 2 0 9 2 3 - - - 7 5 2 7 - - 0 0 0 8 4 , , 8 7 4 2 6 6 , 1 3 8 0 , 1 6 3 , 1 5 9 5 , 1 0 2 5 9 4 , 1 2 1 , 2 5 7 3 8 4 2 5 3 3 3 4 , , 8 1 5 3 8 0 , 1 8 8 4 3 8 2 , 1 3 8 , 1 3 2 1 0 8 2 1 2 , - 8 4 7 0 6 , - - 3 6 5 2 2 , 0 0 0 9 1 , 4 3 3 4 , 0 0 5 7 9 5 , 0 0 5 7 3 5 , - 4 6 5 4 6 1 , 9 6 3 2 5 , 7 3 0 9 , - - - - - - - - 4 5 3 3 1 , - - - - - - - - - 3 1 1 , 5 3 1 3 8 2 1 , 0 4 5 , 1 - 9 2 0 8 , - - - - - 0 5 7 6 3 4 , - - - - - - - 0 0 1 , 8 1 5 , 2 8 5 0 7 9 4 3 9 5 3 , 0 0 0 9 1 , 4 5 3 3 1 , - 2 8 6 4 4 , 1 3 8 2 1 , 0 5 7 6 3 4 , - 0 0 1 , 0 8 0 0 4 0 5 , 0 5 2 2 9 2 , 0 0 0 0 0 2 , 9 7 1 , 6 4 1 0 0 0 0 6 , 9 2 1 , 5 9 - - 0 0 0 8 4 , 8 5 6 3 1 6 , 0 0 4 8 5 3 , 9 1 0 2 8 1 0 2 9 1 0 2 8 1 0 2 9 1 0 2 8 1 0 2 9 1 0 2 8 1 0 2 9 1 0 2 8 1 0 2 9 1 0 2 8 1 0 2 r o t c e r i D e v i t u c e x E - n o N s k c o r r o h S d n o m y a R s r o t c e r i D e v i t u c e x E s n o s r a P n e h p e t S e v i t u c e x E - n o N n a m r i a h C y r a t e r c e S y n a p m o C 1 r o t c e r i D e v i t u c e x E & , O F C 3 s k o o r B l e u m a S t s i g o o e G l i f e h C r o t c e r i D r e m r o F 2 n o s t r e b o R y u G P M K r e h t O r o t c e r i D e v i t u c e x E - n o N n o i t a r e n u m e R l a t o T r o l y a N l e a h c M i r o t c e r i i D g n g a n a M . t n u o c c a o t t h g u o r b s i r i a f l l u f e h t i t n o p h c h w i t a t s e v e v a h s t h g i r e h t n e h w s i n o i t p e c x e e h t , d o i r e p g n i t s e v r a e y e v i f e h t r e v o d e s i t r o m a s i 9 1 0 2 n i d e u s s i s t h g i r e c n a m r o f r e p e h t l f o e u a v r i a f e h T . 9 1 0 2 y r a u r b e F 1 n o t n e m e e r g A s e c v r e S e v i t u c e x E n a o t n i i d e r e t n e d n a 8 1 0 2 y u J 4 2 f o s a r o t c e r i l D e v i t u c e x E d e t n o p p A i . l 8 1 0 2 y u J 4 2 d e n g i s e R . 9 1 0 2 y r a u r b e F 1 n o t n e m e e r g A s e c v r e S e v i t u c e x E n a o t n i i d e r e t n e d n a t s i g o o e G l i f e h C l f o e o r e h t o t d e t n o p p A i . 1 . 2 . 3 . 4 5 9 6 0 B E L L E V U E G O L D L I M I T E D k ) Shares Held by Directors and Key Management Personnel The movement during the reporting period in the number of ordinary shares in Bellevue held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at 1 July 2018 Held at date of Performance appointment Rights Exercised Purchases Held at 30 June 2019 Directors R Shorrocks 1,303,450 S Parsons 7,616,666 M Naylor 200,000 Other KMP - - - - - 1,500,000 S Brooks - 1,857,000 - 100,000 1,403,450 - - - 7,616,666 1,700,000 1,857,000 TOTAL 9,120,116 1,857,000 1,500,000 100,000 12,577,116 l) Director and Key Management Personnel Remuneration Movements in Options The movement during the reporting period in the number of options in Bellevue held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at 1 July Granted as Options 2018 compensation Exercised Lapsed / forteited Held at 30 June 2019 Vested and exercisable at 30 June 2019 Directors R Shorrocks 7,500,000 S Parsons 30,000,000 M Naylor Other KMP S Brooks - - TOTAL 37,500,000 - - - - - - - - - - - - - - - 7,500,000 7,500,000 30,000,000 30,000,000 - - - - 37,500,000 37,500,000 6 0 B E L L E V U E G O L D L I M I T E D Directors’ Report m) Director and Key Management Personnel Remuneration Movements in Performance Rights The movement during the reporting period in the number of performance rights in Bellevue held directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at 1 July Held at Granted as 2018 appointment compensation2 Performance Rights exercised Lapsed/ Held at 30 forfeited June 20193 Vested and exercisable at 30 June 2019 Directors R Shorrocks S Parsons - - M Naylor 2,500,000 Other KMP - - - 3,000,0004 7,000,0004 - - 1,500,0004 (1,500,000) S Brooks1 - 4,000,000 - - TOTAL 2,500,000 4,000,000 11,500,000 (1,500,000) - - - - - 3,000,0005 7,000,000 2,500,000 4,000,000 16,500,000 - - - - - 1. 2,500,000 was granted on 10 April 2018 which will vest 24 months of continuing employment from grant date and 1,500,000 were granted on 7 January 2019 with the same performance conditions as the following note 2. 2. The following performance conditions are applicable to the rights awarded in the year: i. The Company announces on the ASX a positive definitive feasibility study for the Bellevue Gold Project. ii. The Company announces on the ASX first gold pour being achieved at the Bellevue Gold Project. These Performance Rights will expire in 5 years. 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. 4. These were approved by Shareholders on 7 January 2019. 5. These were forfeited in September 2019. 6 1 6 2 B E L L E V U E G O L D L I M I T E D f o e u a V l f o e u a V l e c n a m r o f r e P e c n a m r o f r e p d e t s e v s t h g R i d e t n a r g s t h g i r e h t g n i r u d ) $ ( r a e y e h t g n i r u d ) 1 ( r a e y d e t s e v o N . e h t g n i r u d r a e y t n a r G o N . e h t g n i r u d r a e y e c i r p e s i c r e x E e t a d t n a r G n o i t a u a v ( l $ ) e s o p r u p e t a d y r i p x E e t a d g n i t s e V e t a d d r a w A t n a r G f o r a e Y . e t a d y r i p x e r i e h t l i t n u l , 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 e b y n o n a c d n a s t h g i r d n e d v d r o g n i t o v 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 i i . 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 s e s o c s i d e b a t g n w o l l i 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 n o i t a r e n u m e R l e n n o s r e P t n e m e g a n a M y e K d n a r o t c e r i D ) n . 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 o n e r e w e r e h T s n o i t p O s t h g i r e c n a m r o f r e P 0 0 5 7 0 1 , 0 0 0 5 1 2 , - - - - - - 0 0 5 7 3 6 , 0 0 5 7 3 6 , , 0 0 0 5 7 9 2 , , 0 0 0 5 7 2 , 1 0 0 0 0 0 5 , , 0 0 0 0 0 0 , 1 - - - - - - , 0 0 0 0 0 5 , 1 , 0 0 0 0 0 5 , 1 , 0 0 0 0 0 0 7 , , 0 0 0 0 0 0 3 , l i N l i N l i N l i N l i N l i N 5 1 2 0 . 1 2 / 3 0 / 1 2 8 1 0 2 / 8 0 / 2 2 8 1 / 4 0 / 0 1 8 1 0 2 r o l y a N M 5 1 2 0 . 1 2 / 3 0 / 1 2 8 1 0 2 / 2 1 / 1 3 8 1 / 4 0 / 0 1 8 1 0 2 r o l y a N M 5 2 4 0 . 4 2 / 1 0 / 7 0 5 2 4 0 . 4 2 / 1 0 / 7 0 5 2 4 0 . 4 2 / 1 0 / 7 0 5 2 4 0 . 4 2 / 1 0 / 7 0 - - - - 9 1 / 1 0 / 7 0 9 1 0 2 r o l y a N M 9 1 / 1 0 / 7 0 9 1 0 2 s k o o r B S 9 1 / 1 0 / 7 0 9 1 0 2 s n o s r a P S 9 1 / 1 0 / 7 0 9 1 0 2 2 s k c o r r o h S R e h t n i ) p ( 4 2 e t o n e h t o t r e f e r 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 l i i , s n o i t p o e h t l f o n o i t a u a v 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 . d o i r e p g n i t s e v r a e y e v i f e h t r e v o d e s i t r o m a s i 9 1 0 2 n i d e u s s i s t h g i r e c n a m r o f r e p e h t l f o e u a v r i a f e h T . t n e m e t a t s l i a c n a n i f . 9 1 0 2 r e b m e t p e S n i d e t i e f r o f e r e w e s e h T . 2 6 2 B E L L E V U E G O L D L I M I T E D o) Loans to KMP There were no loans to key management personnel of the Group, including their personally related parties, as at 30 June 2019 or 30 June 2018. p) Other transactions with KMP The following is based on standard commercial terms and conditions. Stephen Parsons Blackstone Minerals Limited received $100,601 in repayments for the provision of the office rent, outgoings and office stationery. Mr 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, $80,100 (2018: $50,400) 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 2019, $113,054 (2018: $60,000). Guy Robertson (resigned 24 July 2018) 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 2019, Nil (2018: $48,000). 6 3 6 4 B E L L E V U E G O L D L I M I T E D End of Remuneration Report Signed in accordance with a resolution of the Directors. Stephen Parsons Managing Director 27 September 2019 6 4 B E L L E V U E G O L D L I M I T E D 6 5 6 6 B E L L E V U E G O L D L I M I T E D Competent Persons Statement, Notes and Cautionary Statements Competent Person Statements The information in this Annual Report that relates to employee of Bellevue Gold. Mr Brooks is a Member mineral resources at Viago/Viago North, Tribune/ of the Australian Institute of Geoscientists. Mr Tribune North and Southern Belle is based on, Brooks is a Member of the Australian Institute of and fairly represents, information and supporting Geoscientists. Mr Brooks has sufficient experience documentation prepared by Mr Brian Wolfe, an which is relevant to the style of mineralisation independent consultant specialising in mineral and type of deposit under consideration and to resource estimation, evaluation and exploration. the activity which he is undertaking to qualify as a Mr Wolfe is a Member of the Australian Institute of Competent Person (or “CP”) as defined in the 2012 Geoscientists. Mr Wolfe has sufficient experience Edition of the Australasian Code for Reporting of which is relevant to the style of mineralisation the Australasian Code for Reporting of Exploration and type of deposit under consideration and to Results, Mineral Resources and Ore Reserves (the the activity which he is undertaking to qualify as a JORC Code. Mr Wolfe has reviewed the contents of Competent Person (or “CP”) as defined in the 2012 this Annual Report and consents to the inclusion in Edition of the Australasian Code for Reporting of this Annual Report of all technical statements based the Australasian Code for Reporting of Exploration on his information in the form and context in which Results, Mineral Resources and Ore Reserves (the they appear. JORC Code. Mr Wolfe has reviewed the contents of this Annual Report and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which they appear. Information in this Annual Report that relates to exploration results and QAQC is based on, and fairly represents, information and supporting documentation prepared by Mr Sam Brooks, an employee of Bellevue Gold. Mr Brooks is a Member Information in this Annual Report that relates to of the Australian Institute of Geoscientists. Mr mineral resources at the Bellevue Surrounds is based Brooks has sufficient experience which is relevant on, and fairly represents, information and supporting to the style of mineralisation and type of deposit documentation prepared by Mr Sam Brooks, an under consideration and to the activity which he 6 6 B E L L E V U E G O L D L I M I T E D is undertaking to qualify as a Competent Person (or “CP”) as defined in the 2012 Edition of the Forward Looking Information Certain statements in this Annual Report constitute Australasian Code for Reporting of Information in statements relating to intentions, future acts and this Annual Report that relates to mineral resources. events. Such statements are generally classified as Mr Brooks is an employee and holds securities in “forward-looking statements” and involve known and Bellevue Gold Limited and consents to the inclusion unknown risks, uncertainties and other important in this Annual Report of all technical statements factors that could cause those future acts, events based on his information in the form and context in and circumstances to differ materially from what is presented or implicitly portrayed herein. The Company gives no assurances that the anticipated results, performance or achievements expressed or implied in these forward-looking statements will be achieved. which they appear. End Notes 1. 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. 2. All material assumptions and technical parameters underpinning the Mineral Resource estimate in the ASX announcement dated 11 July 2019 continue to apply and have not materially changed since last reported. 6 7 6 8 B E L L E V U E G O L D L I M I T E D Annual Mineral Resources Statement The Company announced to the ASX on 15 July 2019 an updated Inferred Resource Estimate for the project of 5.0 Mt @ 11.1 g/t gold for 1.8 Moz. 6 8 B E L L E V U E G O L D L I M I T E D Table 1 - JORC 2012 Inferred resource estimate at selected lower cut-off grades Lower cut-off Tonnes (mt) Grade gold g/t Gold million ounces 2.0 g/t Au 3.5 g/t Au 5.0 g/t Au 6.5 5.0 3.8 9.2 11.1 13.3 1.9 1.8 1.6 *Totals are rounded to reflect acceptable precision, sub totals may not reflect global total resources Updated Mineral Resource Estimate (MRE) - Bellevue Gold Project The updated resource incorporates the most recent Viago North and Tribune North strike extensions Classification The Mineral Resource has been entirely classified as Inferred. The classification is based on the relative confidence in the mineralised domain countered by, variable drill spacing, and in minor domains un-verifiable historical database, lack of historical QAQC, no verifiable directly measured densities for which are located in the Bellevue Main Lode hanging most of the deposit. wall. The current reported resource supersedes three previous estimates completed during the financial year as further exploration success intercepted new lodes at Viago and Tribune and the Bellevue Surrounds. The Resource has been independently estimated (see Competent Person statement). 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. Review of material changes There was no Mineral Resource Estimate at 30 June 2018. 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. 6 9 7 0 B E L L E V U E G O L D L I M I T E D Corporate Governance Statement 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 form manner, which appropriately reflect the for the year ended 30 June 2019 was approved changing circumstances of the company as it grows by the Board on 27 September 2019 and is and evolves. Accordingly, the Board has established available on the Company’s website at a number of practices and policies to ensure that www.bellevuegold.com.au these intentions are met and that all shareholders The directors of Bellevue Gold Limited believe are fully informed about the affairs of the Company. that effective corporate governance improves The Company has a corporate governance section company performance, enhances corporate social on the website at www.bellevuegold.com.au. responsibility and benefits all stakeholders. Changes The section includes details on the company’s and improvements are made in a substance over governance arrangements and copies of relevant policies and charters. 7 0 B E L L E V U E G O L D L I M I T E D 7 1 7 2 B E L L E V U E G O L D L I M I T E D Auditor’s Independence Declaration 7 2 B E L L E V U E G O L D L I M I T E D 7 3 7 4 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2019 7 4 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2019 Other Income Expenses Accounting and audit Consultants and contractors Corporate costs Note 2019 ($) 2018 ($) 2,740 2,740 - - 148,595 41,578 685,505 283,648 1,101,329 319,246 Depreciation and amortisation expense 10 154,999 Director fees Employee benefits Exploration expenditure Listing and compliance Office rental & outgoings Share-based payments Travel and accommodation Unrealised foreign exchange differences 100,100 3 768,673 26,428 98,400 272,415 245,467 436,844 172,221 68,339 115,185 58,277 4 3,625,008 4,168,037 331,358 146,020 8,840 305 7,410,434 5,966,383 Loss before income tax expense and finance income 7,407,694 5,966,383 Finance income Loss before income tax for the year Income tax expense Loss after income tax for the year Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss Foreign currency translation differences – foreign operations Tax effect on other comprehensive income Total comprehensive loss for the year attributable to the owners of the Company 5 6 261,325 66,060 7,146,369 5,900,323 - - 7,146,369 5,900,323 - - - - 4,363 - 7,146,369 5,895,960 Loss per share attributable to equity holders of the Company: Basic and Diluted loss per share (cents per share) 7 1.63 1.76 The above should be read in conjunction with the accompanying notes. 7 5 7 6 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Financial Position For the year ended 30 June 2019 7 6 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Financial Position for the year ended 30 June 2019 Assets Note 2019 ($) 2018 ($) 2017 Restated* ($) Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Property, plant and equipment Exploration and evaluation 8 9 10 11 19,769,394 8,513,187 1,739,466 1,167,423 481,209 103,295 20,936,817 8,994,396 1,842,761 1,004,213 378,858 6,301 36,903,167 15,214,073 7,081,001 Total Non-Current Assets 37,907,380 15,592,931 7,087,302 Total Assest Liabilities Current Liabilities Trade and other payables Provisions 58,844,197 24,587,327 8,930,063 12 13 5,547,496 2,392,848 1,510,003 101,670 15,995 5,141 Total Current Liabilities 5,649,166 2,408,843 1,515,144 Non-Current Liabilities Provisions 13 2,343,040 2,329,688 2,324,545 Total Non-Current Liabilities 2,343,040 2,329,688 2,324,545 Total Liabilities 7,992,206 4,738,531 3,839,689 Net Assets Equity Contributed equity Reserves 50,851,991 19,848,796 5,090,374 14.1 14.2 83,078,338 46,272,532 29,538,687 6,227,431 5,066,687 1,141,787 Accumlated losses (38,453,778) (31,490,423) (25,590,100) Total Equity 50,851,991 19,848,796 5,090,374 *Refer to note 2 for details regarding the restatement. The above should be read in conjunction with the accompanying notes. 7 7 7 8 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Cash Flows For the year ended 30 June 2019 7 8 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Cash Flows for the year ended 30 June 2019 Operating Activities Note 2019 ($) 2018 ($) Payment to suppliers and employees (3,125,612) (1,610,921) Interest paid Interest received Other income (9,489) 268,123 2,740 - 52,618 - Net cash flows used in operating activities 8.1 (2,864,238) (1,558,303) Investing Activities Payment for acquisition of mining tenements - (1,226,818) Payment for exploration and evaluation (19,982,471) (5,767,369) Payments for property, plant and equipment (308,679) (342,815) Other (79,050) (50,000) Net cash flows used in investing activities (20,370,200) (7,387,002) Financing Activities Proceeds from issue of shares and options 36,518,618 16,610,250 Capital raising costs for issue of shares (2,027,973) (889,905) Net cash flows from financing activities 34,490,645 15,720,345 Net increase in cash and cash equivalents 11,256,207 6,774,040 Effect of movements in exchange rates on cash held - (1,319) Cash and cash equivalents at 1 July 8,513,187 1,739,466 Cash and cash equivalents at 30 June 8 19,769,394 8,513,187 The above should be read in conjunction with the accompanying notes. 7 9 8 0 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Changes in Equity For the year ended 30 June 2019 8 0 B E L L E V U E G O L D L I M I T E D Consolidated Statement of Changes in Equity for the year ended 30 June 2019 Share based Foreign currency Contributed payments reserve translation reserve Accumulation Total equity Notes equity ($) ($) ($) losses ($) ($) As in July 2017 29,538,687 1,146,150 (4,363) (25,590,100) 5,090,374 Loss for the year Other comprehensive income Total comprehensive income/(loss) for the year - - - Shares issued during the year 16,606,250 Issue of share capital for acquisitions of evaluation and 14.1 770,000 - - - - - exploration assets Share based payments Share issuance costs 14.1 14.1 247,500 3,920,537 (889,905) - Balance as at 30 June 2018 46,272,532 5,066,687 Loss for the year Other comprehensive income/(loss) Total comprehensive loss for the year Shares and options issued during the year Transfer of reserve upon exercise of option Transfer of reserve upon exercise of performance rights Transfer of reserve upon forfeit of performance rights Share based payments expensed - - - 36,518,618 - - - - 14.2 555,000 (555,000) 14.2 1,726,250 (1,726,250) 14.2 14.2 - - (183,014) 3,625,008 Share issuance costs 14.1 (1,994,062) - Balanced as at 30 June 2019 83,078,338 6,227,431 - (5,900,323) (5,900,323) 4,363 - 4,363 4,363 (5,900,323) (5,895,960) - - - - - - - - - - - - - - - - - - - 16,606,250 770,000 4,168,037 (889,905) (31,490,423) 19,848,796 (7,146,369) (7,146,369) - - (7,146,369) (7,146,369) - - - 183,014 36,518,618 - - - - - 3,625,008 (1,994,062) (38,453,778) 50,851,991 The above should be read in conjunction with the accompanying notes. 8 1 8 2 B E L L E V U E G O L D L I M I T E D Notes to the Consolidated Financial Statements For the year ended 30 June 2019 1. Basis of preparation Significant accounting policies specific to each note The financial statements cover the consolidated are included on pages 101 to 110. Accounting policies group comprising of Bellevue Gold Limited that are determined to be non-significant are not (“Bellevue” or “the Company”), and its subsidiaries, included in the financial statements. together referred to as the “Group”. The Company is a for-profit company limited by shares and incorporated in Australia, whose shares are publicly traded on the Australian Stock Exchange. 1.1 Compliance with IFRS The financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting The consolidated financial statements for the year ended 30 June 2019 (including comparatives) were Standards Board. approved and authorised for issue by the board of 1.2 Historical cost directors on 27 September 2019. The financial report is a general purpose financial report which 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. The financial statements have been prepared under the historical cost convention, except for certain financial instruments, which have been measured at fair value such as share based payments. 1.3 Functional and presentation currency The financial statements are presented in Australian dollars, which is the Group’s reporting currency and the functional currency of the Company and the majority of its subsidiaries. 8 2 B E L L E V U E G O L D L I M I T E D 1.4 Principles of consolidation including unrealised gains and losses on transactions The Group financial statements consolidate those between Group companies. Where unrealised of the Parent and all of its subsidiaries as of 30 losses on intra-group asset sales are reversed on June 2019. The Parent controls a subsidiary if it is consolidation, the underlying asset is also tested exposed, or has rights, to variable returns from its for impairment from a Group perspective. Amounts involvement with the subsidiary and has the ability reported in the financial statements of subsidiaries to affect those returns through its power over the have been adjusted where necessary to ensure subsidiary. All transactions and balances between consistency with the accounting policies adopted by Group companies are eliminated on consolidation, the Group. including unrealised gains and losses on transactions between Group companies. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year All transactions and balances between Group are recognised from the effective date of acquisition, companies are eliminated on consolidation, or up to the effective date of disposal, as applicable. 2. Correction of prior period error The correction relates to the accounting for the acquisition of Golden Spur Resources Pty Ltd by Bellevue, formerly Draig Resources Limited in the year ended 2017, (acquirer) from the vendors. Upon acquisition a provision for rehabilitation to the pre-existing Bellevue mine site was omitted. This error has been rectified by restating each of the affected financial statement line items for prior periods as follows: 30 June 2018 30 June 2017 Statement of Previous financial position amount (extract) $ Adjustment $ Restated Previous amount amount $ $ Adjustment $ Restated amount $ Exploration and evaluation Total Non-Current Assets 12,889,528 2,324,545 15,214,073 4,756,456 2,324,545 7,081,001 13,268,386 2,324,545 15,592,931 4,762,757 2,324,545 7,087,302 Total Assets 22,262,782 2,324,545 24,587,327 6,605,518 2,324,545 8,930,063 Provision (5,143) (2,324,545) (2,329,688) Total Non-Current Liabilities (5,143) (2,324,545) (2,329,688) - - (2,324,545) (2,324,545) (2,324,545) (2,324,545) Total Liabilities (2,413,986) (2,324,545) (4,738,531) (1,515,144) (2,324,545) (3,839,689) 8 3 8 4 B E L L E V U E G O L D L I M I T E D 3. Employee benefits Wages and salaries Statutory superannuation contributions Annual leave provision Long service leave provision 30 June 2019 ($) 30 June 2018 ($) 466,774 202,870 85,675 13,354 768,673 217,339 39,079 10,854 5,143 272,415 4. Share based payments expense The share-based payment expense included within the Statement of Profit or Loss can be broken down as follows: Share options expense Performance rights expense Shares issued to consultants for services 1,212,464 2,412,544 - 3,625,008 837,113 3,083,424 247,500 4,168,037 5. Finance income Interest Income 261,325 261,325 66,060 66,060 8 4 B E L L E V U E G O L D L I M I T E D 6. Income Tax A reconciliation between income tax expense and the loss before tax is as follows: 30 June 2019 ($) 30 June 2018 ($) Loss before income tax benefit (7,146,369) (5,900,323) Domestic tax rate for Bellevue Gold Limited 27.5% (2018:27.5%) (1,965,251) (1,622,590) Expenditure not allowed for income tax purposes - 4,936 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 Liability not brought to account 996,877 19,193 5,941,301 1,146,210 (2,066,695) - Deferred Tax Asset losses not brought to account (4,992,120) 2,538,139 Income tax (benefit)/expense - - 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 4,992,120 1,725,968 Unrecognised deferred tax liability as a result of other (5,941,301) 776,787 5,848,313 11,559 (2,255,434) 3,604,438 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. 7. Loss per share Net loss attributable to ordinary shareholders of the Company Weighted average number of ordinary shares 30 June 2019 ($) 30 June 2018 ($) (7,146,369) (5,900,323) outstanding during the year used in calculation 439,283,740 334,468,748 of basic and diluted loss per share Loss per share (cents per share) (1.63) (1.76) 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). 8 5 8 6 8. Cash and cash equivalents B E L L E V U E G O L D L I M I T E D Cash at bank Term deposits (maturity less than 3 months from balance date) 30 June 2019 ($) 30 June 2018 ($) 5,769,394 14,000,000 2,013,187 6,500,000 19,769,394 8,513,187 The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in note 15.5. 8.1 Reconciliation of cash flows used in operating activities Loss of the year Adjustments for: Depreciation and amortisation Share based payments Net foreign currency (gains) / losses Other Changes in assets and liabilities Change in trade and other receivables Change in other assets Movement in provisions Change in trade and other payables 30 June 2019 ($) 30 June 2018 ($) (7,146,369) (5,900,323) 154,999 3,625,008 - 254,886 2,314 - 99,029 145,895 26,428 4,168,037 305 3,046 (15,419) 305,615 15,995 (161,987) Net cash used in operating activities (2,864,238) (1,558,303) 9. Trade and other receivables Current Accrued interest GST receivable Prepayments Research and development tax credit receivable Other receivables Security deposits 30 June 2019 ($) 30 June 2018 ($) 6,644 700,156 35,687 213,701 61,235 150,000 1,167,423 13,442 336,248 60,153 - 416 70,950 481,209 8 6 B E L L E V U E G O L D L I M I T E D 10. Property, plant and equipment Furniture & Plant & Furniture & equipment - IT - Corporate equipment Motor vehicles equipment Buildings Corporate ($) ($) - Site $ - Site ($) - Site ($) - Site ($) Total ($) Net carrying values Balance at 1 July 2017 3,471 2,830 - - - - 6,301 Additions 34,131 32,461 113,002 95,455 6,761 117,175 398,985 Depreciation (5,922) (6,539) (3,527) (827) (5,890) (3,723) (26,428) Balance at 30 June 2018 31,680 28,752 109,475 94,628 871 113,452 378,858 Cost 37,631 35,384 113,002 95,455 6,761 117,175 405,408 Accumulated depreciation Net carrying values Balance at 1 July 2018 (5,951) (6,632) (3,527) (827) (5,890) (3,723) (26,550) 31,680 28,752 109,475 94,628 871 113,452 378,858 Additions 3,595 - 217,125 263,034 42,889 261,594 788,237 Depreciation (7,583) (15,003) (53,247) (49,307) (5,131) (24,728) (154,999) Disposals - (7,883) - - - - (7,883) Balance at 30 June 2019 27,692 5,866 273,353 308,355 38,629 350,318 1,004,213 Cost 40,746 24,469 331,673 358,943 44,324 380,285 1,180,440 Accumulated depreciation (13,054) (18,603) (58,320) (50,588) (5,695) (29,967) (176,227) 11. Exploration and evaluation 30 June 2019 ($) 30 June 2018 ($) Restated 30 June 2017 ($) Carrying amount at the beginning of the year 15,214,073 7,081,001 - Acquisition of Golden Spur Resources Pty Ltd Mine rehabilitation on acquisition1 - - - - Capitalised expenditure at cost 21,902,057 8,133,072 Research and development tax credit (212,963) - 4,319,400 2,324,545 437,056 - Carrying amount at the end of the year 36,903,167 15,214,073 7,081,001 1. Refer to note 2 correction of prior period error for details regarding the mine rehabilitation asset acquired as part of the acquisition of Golden Spur Resources Pty Ltd. 8 7 8 8 B E L L E V U E G O L D L I M I T E D 12. Trade and other payables Trade payables Accrued and other payables 13. Provisions Current - Provisions Employee leave benefits Non-Current – Provisions Employee leave benefits Mine rehabiliation 30 June 2019 ($) 30 June 2018 ($) 5,115,603 431,893 5,547,496 1,670,104 722,744 2,392,848 30 June 2019 ($) 30 June 2018 ($) Restated 30 June 2017 ($) 101,670 101,670 18,495 2,324,545 2,343,040 15,995 15,995 5,143 2,324,545 2,329,688 5,141 5,141 - 2,324,545 2,324,545 8 8 B E L L E V U E G O L D L I M I T E D 14. Contributed equity and reserves 14. 1 Contributed equity 30 June 2019 30 June 2018 30 June 2019 30 June 2018 Shares Shares ($) ($) Fully paid ordinary shares 501,031,680 398,800,503 83,078,337 46,272,532 Movements in ordinary shares on issue Notes Number of Shares ($) Balance at of 1 July 2017 Shares issued Exercise of options Issue of share capital for acquisitions of evaluation and exploration assets Shares issued to consultants for services Share issuance costs Balance at 30 June 2018 Shares issued Exercise of options(1) Performance rights(2) Share issuance costs Balance at 30 June 2019 258, 500, 503 131,500,000 3,300,000 29,538,687 16,400,000 206,250 4,000,000 770,000 1,500,000 247,500 14.3 14.4 - 398,800,503 82,781,177 11,250,000 8,200,000 - 501,031,680 (889,905) 46,272,532 35,956,118 1,117,500 1,726,250 (1,994,062) 83,078,338 1. The amount recognized in contributed equity reflects the share-based payments expense previously recognized in the share based payments reserve $555,000 plus the cash component received on exercise $562,500 being 11,250,000 options exercised at $0.05. 2. All performance rights were vested using the non-cash exercise feature available under the employee share plan rules. The amount recognized in contributed equity reflects the share-based payments expense previously recognized in share based payments reserve over the vesting period. 8 9 B E L L E V U E G O L D L I M I T E D 9 0 14. 2 Reserves The Share Based Payments Reserve records the fair value of the options and performance rights issued to Directors, employees, consultants and other third-parties. Issued during year ended 30 June 2019 Share Based Payments Reserve Balance at beginning of the year 5,066,687 1,146,150 30 June 2019 ($) 30 June 2018 ($) Share based payment transactions Share options Performance rights Transfer out of reserve upon: Exercise of share options Exercise of performance rights Cancellation of performance rights Balance at the end of the year 14.3 Share Options 1,212,464 2,412,544 (555,000) (1,726,250) (183,014) 6,227,431 3,083,424 837,113 - - - 5,066,687 There were 50,000 share options granted during the year and the fair value of share options granted is determined using the Black-Scholes option pricing model with the following inputs: Issued in prior year ended 30 June 2019 Grant date & of option at exercise Price Interest Rate Expected Fair value Option Risk Free Number Vesting date Expiry date grant date ($) 50,000 18/02/19 14/02/22 0.5345 ($) 0.60 (%) 1.69 Volatility(1) (%) Total Value 176.01 26,725 1. The expected life is based on historical data and is not necessarily indicative of exercise patterns that may occur. Issued in prior year ended 30 June 2018 Grant date & of option at exercise Price Interest Rate Expected Fair value Option Risk Free Number Vesting date Expiry date grant date ($) ($) 7,500,000 20/10/17 27/10/17 0.0578 0.1365 40,000,000 20/10/17 16/1/21 0.0654 2,500,000(2) 01/6/18 30/6/21 2,500,000(2) 01/6/18 30/6/21 2,500,000(2) 01/6/18 30/6/21 2,500,000(2) 01/6/18 30/6/21 0.1312 0.1267 0.1228 0.1193 0.100 0.250 0.300 0.350 0.400 (%) 2.10 2.10 2.12 2.12 2.12 2.12 Volatility(1) (%) Total Value 102.45 433,352 102.15 2,617,844 131.43 131.43 131.43 131.43 328,000 316,750 307,000 298,250 1. The expected life is based on historical data and is not necessarily indicative of exercise patterns that may occur. 2. The fair value of the options is amortised over the three year vesting period. 9 0 B E L L E V U E G O L D L I M I T E D The following tables illustrates options movement during the year ended 30 June 2019: Grant Date Date of Expiry Exercise Price Balance 1 July 18 Granted Exercised Balance 30 Vested 30 June 19 June 19 22/8/2016 31/08/19 $0.050 15,000,000 - (11,250,000) 3,750,000 3,750,000 18/2/2019 14/02/22 $0.600 - 50,000 - 50,000 50,000 Total 15,000,000 50,000 (11,250,000) 3,800,000 3,800,000 The following tables illustrates options movement during the year ended 30 June 2018: Grant Date Date of Expiry Exercise Price Balance 1 July 17 Granted Exercised June 18 Balance 30 25/11/13 26/11/17 $0.050 1,650,000 25/11/13 26/11/17 $0.075 1,650,000 - - (1,650,000) (1,650,000) - - Vested 30 June 18 - - 27/10/17 27/10/20 $0.1365 16/01/18 16/01/21 $0.100 01/06/18 30/06/21 $0.250 01/06/18 30/06/21 $0.350 01/06/18 30/06/21 $0.350 01/06/18 30/06/21 $0.400 - - - - - - 7,500,000 40,000,000 2,500,000 2,500,000 2,500,000 2,500,000 - - - - - - 7,500,000 7,500,000 40,000,000 40,000,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 Total 3,300,000 57,500,000 (3,300,000) 57,500,000 57,500,000 9 1 9 2 B E L L E V U E G O L D L I M I T E D Unlisted Options on issue as at 30 June 2019 as follows: Expiry date Exercised Price ($) Vested Total 31/08/19 31/03/20 31/03/20 27/10/20 16/01/21 30/06/21 30/06/21 30/06/21 30/06/21 14/02/22 0.050 0.035 0.040 0.1365 0.100 0.250 0.350 0.350 0.400 0.600 Total 3,750,000 3,750,000 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 50,000 2,500,000 2,500,000 2,500,000 2,500,000 50,000 91,300,000 91,300,000 Unlisted Options on issue as at 30 June 2018 as follows: Expiry date Exercised Price ($) Vested Total 31/08/19 31/03/20 31/03/20 27/10/20 16/01/21 30/06/21 30/06/21 30/06/21 30/06/21 0.050 0.035 0.040 0.1365 0.100 0.250 0.350 0.350 0.400 Total 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 7,500,000 7,500,000 40,000,000 40,000,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 102,500,000 102,500,000 9 2 B E L L E V U E G O L D L I M I T E D 14.4 Performance Rights The following table illustrates performance rights issued during the year ended 30 June 2019 and the value attributed to each performance right granted: Grant date Number (valuation Expiry date Share price on Service date of grant ($) period date Total value ($) 500,000 500,000 1,000,000 1,000,000 purposes) 14/08/18 14/08/18 14/08/18 14/08/18 21/03/21 21/03/21 21/03/21 21/03/21 0.19 0.19 0.19 0.19 23/08/19 23/08/20 95,000 95,000 30/06/19 190,000 30/06/20 190,000 13,000,000 07/01/19 07/01/24 0.425 7/01/24 5,525,000 250,000 250,000 150,000 15/02/19 01/09/22 15/02/19 01/09/22 14/05/19 14/05/22 0.62 0.62 0.64 01/09/19 01/09/19 14/05/20 155,000 155,000 96,000 Management has assessed that those non-market conditions are more than probable to be achieved by the expiry date and therefore the total value of the rights incorporates all rights awarded. The expense recorded as share based payments is recognized to the service period end date on a straight-line basis as the service conditions are inherent in the award. Each performance right converts to one ordinary share in the Group upon satisfaction of the performance conditions linked to the rights. The rights do not carry any other privileges. The fair value of the performance rights granted is determined based on the number of rights awarded multiplied by the share price of the Group on the date awarded. The following table illustrates performance rights issued during the year ended 30 June 2018 and the value attributed to each performance right granted: Grant date Share price on Number (valuation Expiry date date of grant 10,650,000 200,000 1,000,000 purposes) 10/04/18 18/04/18 12/06/18 21/03/21 21/03/21 21/03/21 ($) 0.215 0.185 0.17 Service period date 31/12/18 31/12/18 31/12/18 Total value ($) 2,289,750 37,000 170,000 9 3 9 4 B E L L E V U E G O L D L I M I T E D Movements During the Year The following tables illustrates performance rights movement during the year ended 30 June 2019: Grant Date Expiry Date on date of Share price grant ($) Balance 1 July 18 Granted No. vested No. lapsed Balance 30 during year during year June 19 Unvested 30 June 19 10/04/18 21/03/21 0.215 10,650,000 18/04/18 21/03/21 0.185 200,000 12/06 /18 21/03/21 14/08 /18 21/03/21 14/08 /18 21/03/21 14/08 /18 21/03/21 14/08 /18 21/03/21 0.17 0.19 0.19 0.19 0.19 7/01/19 07/01/24 0215 15/02/19 01/09/22 15/02/19 01/09/22 14/05/19 14/05/22 0.62 0.62 0.64 1,000,000 - - - - - - - - - - - (6,750,000) (300,000) 3,600,000 3,600,000 (100,000) - - - 100,000 100,000 1,000,000 1,000,000 500,000 (350,000) (150,000) 500,000 - (500,000) 1,000,000 (1,000,000) 1,000,000 13,000,000 250,000 250,000 150,000 - - - - - - - - - - - - - - - 1,000,000 1,000,000 13,000,000 13,000,000 250,000 250,000 250,000 250,000 150,000 150,000 11,850,000 16,650,000 (8,200,000) (950,000) 19,350,000 19,350,000 The following tables illustrates performance rights movement during the year ended 30 June 2018: Grant Date Expiry Date on date of Share price 10/04/18 21/03/21 18/04/18 21/03/21 grant ($) 0.215 0.185 12/06 /18 21/03/21 0.17 Balance 1 July 17 Granted No. vested No. lapsed Balance 30 during year during year June 18 Unvested 30 June 18 - - - - 10,650,000 200,000 1,000,000 11,850,000 - - - - - - - - 10,650,000 10,650,000 200,000 200,000 1,000,000 1,000,000 11,850,000 11,850,000 9 4 B E L L E V U E G O L D L I M I T E D 15. Financial instruments 15.1 Financial Risk Management The Group has exposure to the following risks arising from financial instruments: • Credit risk; • Liquidity risk; and • Market risk. 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. 15.2 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. 15.3 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 of A1+ or above. 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: Carrying Amount Notes 30 June 2019 ($) 30 June 2018 ($) Cash and cash equivalents Trade and other receivables 8 9 19,769,394 1,167,423 20,936,817 8,513,187 481,209 8,994,396 None of the Group’s trade and other receivables are past due as at 30 June 2019. 9 5 B E L L E V U E G O L D L I M I T E D 9 6 15.4 Liquidity risk Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Company manages liquidity risk by monitoring forecast cash flows, only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets. The Board meets on a regular basis to analyse financial risk exposure and evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist the Company in managing its cash flows. Financial liabilities are expected to be settled within 12 months. 30 June 2019 Non-derivative financial liabilities Contractual cashflows Carrying amount ($) Total ($) Six months or Six to 12 One to two Two to five less ($) months ($) years ($) years ($) Trade and other payables 5,547,496 5,547,496 5,547,496 - 30 June 2018 Non-derivative financial liabilities Trade and other payables 2,392,848 2,392,848 2,392,848 - - - - - 15.5 Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. a) Currency Risk The Group is not exposed to significant foreign currency risk on transactions that are denominated in a currency other than the respective functional currencies of the group entities being the Australian Dollar (AUD). b) Interest Rate Risk The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s cash deposits. The interest-bearing cash at bank and the respective interest rates as at each balance sheet date are: Cash and cash equivalents 19,769,394 6,500,000 Interest rate 0.95% and 2.52% 1.05 % and 2.65% 30 June 2019 ($) 30 June 2018 ($) 9 6 B E L L E V U E G O L D L I M I T E D Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets or liabilities at fair value through profit or loss. Therefore, a change in market interest rates at reporting date would not affect profit or loss. The sensitivity analysis following table illustrates the impact of 100 basis points in variable interest rates, with all other variables held constant, would have resulted in an increase/(decrease) in the Group’s loss profit before tax as follows: 30 June 2019 ($) 30 June 2018 ($) 19,769 (19,769) 6,500 (6,500) 100bp increase 100bp decrease The Group has no loans or borrowings. 16. Capital Management The Board policy is to maintain a capital base to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of ordinary shares and retained earnings (or accumulated losses). The Board of Directors manages the capital of the Group to ensure that the Group can fund its operations and continue as a going concern. There are no externally imposed capital requirements. 17. Commitments Mining tenements In order to maintain current rights of tenure to mining tenements, the Group will be required to perform exploration work to meet the minimum expenditure requirements. This expenditure will only be incurred should the Group retain its existing level of interest in its various exploration areas and provided access to mining tenements is not restricted. These obligations will be fulfilled in the normal course of operations, which may include exploration and evaluation activities. The estimated exploration expenditure commitment for the ensuing years, but not recognized as a liability in the statement of financial position is as follows: Within an year More than one year but less than five years 30 June 2019 ($) 30 June 2018 ($) 1,393,600 4,685,000 1,131,705 4,526,822 6,078,600 5,658,527 9 7 B E L L E V U E G O L D L I M I T E D 9 8 18. Contingent liabilities Bellevue, through its subsidiary Golden Spur Resources Pty Ltd (Golden Spur), has an obligation to pay the following royalties; 1. In respect of minerals mined from M36/24: a) 2% net smelter royalty plus GST in respect of any gold; and b) 1.5% net smelter return plus GST in respect of any nickel or other minerals; and 2. In respect of minerals mined from M36/25, M36/299 and E36/535 (including any tenements granted from or over the area of E36/535), a 2% net smelter royalty. 3. In respect of minerals mined from M36/24, M36/25, M36/299 and E36/535 a $25 per ounce royalty from all future gold sales on these tenements, with a maximum aggregate royalty amount of $2,500,000. 19. Subsidiaries The following list contains the particulars of all of the subsidiaries of the Company: Name of Entity Parent entity Country of Ownership Interest Incorporation 30 June 2019 % Ownership Interest 30 June 2018% Bellevue Gold Limited Australia Subsidiary Draig Investments (Singapore) Pte.Ltd1 Singapore BDBL LLC2 Golden Spur Resources Ltd Giard Pty Ltd Weebo Exploration Pty Ltd Green Empire Pty Ltd Mongolia Australia Australia Australia Australia 1 Wind up process has commenced post year end. 2 The Company was wound up on 6 August 2019. 20. Related parties Key management personnel 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Names and positions of key management personnel in office at any time during the financial year: Name Position Raymond Shorrocks Non-executive Chairman Appointed 28 July 2016 Non-Executive Director 31 December 2015 Stephen Parsons Managing Director 31 March 2017 Michael Naylor Sam Brooks Executive Director/Company Secretary/Chief Financial Officer 24 July 2018 Chief Geologist 01 February 2019 9 8 B E L L E V U E G O L D L I M I T E D The following table provides a summary of the nature and amount of the elements of key management personnel remuneration for the year. Short-term employee benefits Long-term employee benefits Post-employment benefits Share-based payments (non-cash) 30 June 2019 ($) 30 June 2018 ($) 1,095,090 13,354 35,934 518,100 371,231 - 19,000 970,852 1,662,478 1,361,083 Information regarding individual directors and executive’s compensation and some equity instruments are required to be disclosed by s300A of the Corporations Act and Corporations Regulations 2M.3.03 and are provided in the Remuneration Report section of the Directors’ Report. 21. Parent entity disclosure The following information relates to the parent entity, Bellevue Gold Limited, as at and for the year ended 30 June 2019. Result of the parent entity 30 June 2019 ($) 30 June 2018 ($) Loss for the year (7,472,091) (6,595,807) Other comprehensive expenses - - Total Comprehensive loss for the year (7,472,091) (6,595,807) Financial Position of parent entity at year end: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total equity of the parent entity comprising of: Contributed equity Share option reserve Accumulated losses Total equity 50,047,811 1,634,013 51,681,824 811,339 18,495 829,834 83,078,337 6,227,431 (38,453,777) 50,851,991 17,692,011 2,156,786 19,848,797 669,376 5,141 674,517 46,272,532 5,070,687 (32,168,940) 19,174,279 9 9 100 B E L L E V U E G O L D L I M I T E D 22. Auditor’s remuneration The following information relates to the parent entity, Bellevue Gold Limited, as at and for the year ended 30 June 2019. Audit services 30 June 2019 ($) 30 June 2018 ($) Current auditors of the company – Grant Thornton Audit Pty Ltd Audit and review of financial statements 45,481 30,000 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 35,352 - 4,429 11,062 Audit Pty Ltd 80,833 45,491 23. Events subsequent to reporting date Resource Upgrade In July 2019, High-grade resource upgrade at the Bellevue Gold Project growth expanded to 1.8 Moz at 11.1 g/t gold in the inferred category (refer ASX Announcement 11 July 2019)2. Capital Raising In July 2019 the Company completed a fully underwritten share placement to raise $18.5 million (before costs) which raised by the way of 32.4 million shares at an issue price of $0.57 per share. New high-grade discovery In August the Company made a significant new high-grade gold discovery at Deacon & Mavis Lodes beneath the Bellevue Gold Mine with Visible Gold including 4.4 m @ 62.4 g/t gold, 3.6 m @ 18.3 g/t gold and 2.2 m @ 38.0 g/t gold (refer ASX Announcement 5 August and 10 September 2019) 1. Appointment/Resignation of Non-Executive Chairman In September 2019, the Company appointed Mr Kevin Tomlinson as Non-Executive Chairman. Mr Raymond Sharrocks resigned in September 2019 as Non-Executive Chairman. 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. 100 B E L L E V U E G O L D L I M I T E D 24. Statement of significant accounting policies change will occur in income taxation legislation a ) Income tax The income tax expense/(benefit) for the year comprises current income tax expense/(income) and deferred income tax expense/(income). Current 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. income tax expense charged to the profit or loss is b) Plant and equipment the tax payable on taxable income calculated using Each class of plant and equipment is carried at cost applicable income tax rates enacted at reporting date. or fair value less, where applicable, any accumulated Deferred income tax expense reflects movements in depreciation and impairment losses. deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Plant and equipment Plant and equipment are measured on the cost basis Current and deferred income tax (expense)/benefit less depreciation and impairment losses. 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 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. assets also result where amounts have been fully Depreciation expensed but future tax deductions are available. All fixed assets are depreciated on a straight line 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. 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 basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of Fixed asset Depreciation rate Fixtures and fittings 5 years credited in the Statement of Profit or Loss and Other Computer equipment 2–3 years Comprehensive Income except where it relates to Exploration equipment 3–5 years items that may be credited directly to equity, in which case the deferred tax is adjusted directly against Land and buildings 8–15 years equity. Deferred income tax assets are recognised The asset’s residual values and useful lives are reviewed, and to the extent that it is probable that future tax profits adjusted if appropriate, at each reporting date. will be available against which deductible temporary An asset’s carrying amount is written down immediately to its 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 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. 1 0 1 102 B E L L E V U E G O L D L I M I T E D c) Government grants Mine rehabilitation Government grants are recognised where they can Costs of land rehabilitation and site restoration be reliably measured, it is certain that the grant will be are provided over the life of the facility from when received and all attached conditions will be satisfied. exploration commences and are included in the costs When the grant relates to an expense item, it is of that stage. Site restoration costs include recognised as income on a systematic basis over the the dismantling and removal of mining plant, periods that the related costs for which it is intended equipment and building structures, waste removal to compensate, are expensed. and rehabilitation of the site in accordance with When the grant relates to an asset, it is offset against the capitalised amount and recognised as income in equal amounts over the expected useful life of the related asset (when the asset is depreciated). d) Exploration and evaluation expenditure Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. 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. These costs are only carried forward to the extent Accordingly, the costs are determined on the basis that they are expected to be recouped through that the restoration will be completed within one year the successful development of the area or where of abandoning the site. activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. During the reporting period the Company identified that upon acquisition of the Bellevue Gold Project a provision for Mine Rehabilitation Accumulated costs in relation to an abandoned area wasn’t accounted for in the 2017 fiscal year. This are written off in full against profit in the year in which has now been retrospectively recorded in the the decision to abandon the area is made. consolidated statement of financial position. The 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. site rehabilitation provision has been measured to reflect the Department of Mines and Petroleum – Mining Rehabilitation Fund – Guidance (Mining Rehabilitation Fund Regulations 2013) and together with the use of an Independent Expert and relevant A regular review is undertaken of each area of interest Mine Closure Plans to measure and evaluate the costs to determine the appropriateness of continuing to to be incurred. Refer to relevant notes 2 and 11. carry forward costs in relation to that area of interest. Given that the mine site has not yet been placed back Research and development Payments for exploration in production there are no amortisation charges to and evaluation expenditure are recorded net of any record for the 2019 financial year. government grants and partner contributions. 102 B E L L E V U E G O L D L I M I T E D e) Financial instruments Impairment Financial assets and financial liabilities are recognised There has been no change to the Group’s accounting when the Group becomes a party to the contractual for impairment losses for financial assets by replacing provisions of the financial instrument and are AASB 139’s incurred loss approach with a forward measured initially at fair value adjusted by transactions looking expected credit loss (“ECL”) approach. ECLs costs, except for those carried at fair value through are based on the difference between the contractual profit or loss, which are measured initially at fair value. cash flows due in accordance with the contract and all Subsequent measurement of financial assets and the cash flows that the Group expects to receive. For financial liabilities are described below. trade and other receivables, the Group has applied Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and measurement of financial assets On the adoption of AASB 9 the Group initially measures a financial asset as subsequently measured at fair value through profit or loss (“FVTPL”), amortised cost, or fair value through other comprehensive income (“FVOCI”). the standard’s simplified approach and has calculated ECLs based on lifetime expected credit losses. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The adoption of the ECL requirements of AASB 9 has not resulted in the recognition of an impairment allowance for the Group’s receivables. Accordingly, there was no impact on the Statement of Comprehensive Income, Statement of Financial Position or Statement of Changes in Equity, nor has there been any impact on basic and diluted earnings There was no change in the classification or per share. measurement of financial assets. The Group’s financial assets of cash and cash equivalents and trade and other receivables are classified as ‘financial assets at amortised cost’. Classification and measurement of financial liabilities As the accounting for financial liabilities remains largely unchanged from AASB 139, the Group’s financial liabilities were not impacted by the adoption In order for a financial asset to be classified and of AASB 9. measured at amortized cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Balances within The Group’s financial liability is trade and other payables us recognised initially at fair value. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. receivables do not contain impaired assets, are not Due to the short-term nature of these payables, their past due and are expected to be received when due. carrying value is assumed to approximate fair value. Due to the short-term nature of these receivables, their carrying value is assumed to approximate fair value. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. 1 0 3 104 B E L L E V U E G O L D L I M I T E D Subsequently, financial liabilities are measured at employee wage increases and the probability that amortised cost using the effective interest method the employee may satisfy vesting requirements. In determining the liability, consideration is given to except for derivatives and financial liabilities designated at fair value through profit or loss, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated 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. and effective as hedging instruments). Equity settled compensation All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. In relation to the classification and measurement of financial assets and liability, there was no impact on the Income Statement, Statement of Comprehensive 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. Income, Statement of Financial Position or Provision is made for benefits accruing to employees Statement of Changes in Equity. in respect of wages and salaries, annual leave and f) Employee benefits Provision is made for the Company’s liability for employee benefits arising from services rendered long service leave when it is probable that settlement will be required, and the benefit is capable of being measured reliably. by employees to reporting date. Employee benefits Provisions made in respect of wages and salaries and that are expected to be wholly settled within one annual leave expected to be settled within 12 months year are measured at the amounts expected to are measured at nominal values based on expected be paid when the liability is settled, plus related rates of pay. 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. g) 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. 104 B E L L E V U E G O L D L I M I T E D Mine Rehabilitation i) Revenue In accordance with the applicable legal requirements, Revenue is recognised to the extent that it is a provision for site rehabilitation in respect of returning probable that the economic benefits will flow to the the land to its original state is recognised when land is entity and the revenue can be reliably measured. disturbed. AASB 15 establishes a five-step model to account During the reporting period the Company for revenue arising from contracts with customers identified that upon acquisition of the Bellevue and requires that revenue be recognised at an Gold Project a provision for Mine Rehabilitation amount that reflects the consideration to which wasn’t accounted for in the 2017 fiscal year. This an entity expects to be entitled in exchange for has now been retrospectively recorded in the transferring goods or services to a customer. AASB consolidated statement of financial position. The 15 requires entities to exercise judgement, taking site rehabilitation provision has been measured to into consideration all of the relevant facts and reflect the Department of Mines and Petroleum circumstances when applying each step of the model – Mining Rehabilitation Fund – Guidance (Mining to contracts with their customers. These steps must Rehabilitation Fund Regulations 2013) and together be met before revenue is recognised: with the use of an Independent Expert and relevant Mine Closure Plans to measure and evaluate the costs to be incurred. At each reporting date, the site rehabilitation provision will be remeasured to reflect any changes in regulations, discount rates and timing or amounts of the costs to be incurred. Such changes in the estimated liability are accounted for prospectively from the date of the change and added to, or deducted from, the related asset where it is possible that future economic benefits will flow to the Group. Interest Revenue is recognised as the interest accrues on the financial asset carried at amortised cost. Research and development tax incentive Government grants are recognised when there is reasonable assurance that the grant will be received, and all conditions will be complied with. When the grant relates to an expense item, it is recognised as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When the grant relates to an asset, it is Employee leave benefits deducted from the asset to which it relates, the The current provision for employee benefits includes net value of which is amortised over its expected accrued annual. The entire amount of the leave useful life. The Group is treating its receipt of the provision is recognised as current, since the Group research and development tax refund as does not have the unconditional right to defer government grant. settlement for any of the obligations. j) Goods and services tax h) Cash and cash equivalents Revenues, expenses and assets are recognised Cash and cash equivalents includes cash on hand, net of the amount of goods and services tax (GST), deposits held at call with banks, other short-term except where the amount of GST incurred is not highly liquid investments with original maturities of recoverable from the Australian Tax Office (ATO). In three months or less. these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. 1 0 5 106 B E L L E V U E G O L D L I M I T E D Receivables and payables are stated in the ii. Diluted earnings per share adjusts the figures Statement of Financial Position inclusive of GST. The used in the determination of basic earnings net amount of GST recoverable from, or payable to, per share to take into account the after income the ATO is included as a current asset or liability in tax effect and other financing costs associated the Statement of Financial Position. with dilutive potential ordinary shares and the 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 weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. are classified as operating cash flows. n) Comparative figures k) Trade and other receivables The Group applies the expected credit loss model prescribed by AASB 9 Financial Instruments to trade and other receivables. Trade receivables and other When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. receivables, which generally have 30-90 day terms, Changes in presentation of comparative expense are recognised initially at fair value and subsequently information at amortised cost, less provisions for expected credit Comparative expense information in the losses. There were no expected credit losses on trade and other receivables, therefore no provision has been recognised at 30 June 2019 (2018: Nil). l) 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 to 45 days or recognition of the liability. m) Earnings per share i. 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 consolidated statement of profit or loss and other comprehensive income has been restated to provide a more detailed and relevant breakdown of expenditures. Changes in presentation of comparative consolidated statement of financial position information Comparative information for 2017 and 2018 was restated to reflect the recognition of Mine Rehabilitation to exploration and evaluation and provision see note 2 for details regarding the restatement. o) 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. average number of ordinary shares outstanding Estimates assume a reasonable expectation of during the financial year, adjusted for bonus future events and are based on current trends of elements in ordinary shares issued during the year. economic data, obtained both externally and within the Company. 106 B E L L E V U E G O L D L I M I T E D Key estimates – impairment more than probable to be met at which point the The Company assesses impairment at each reporting value of the rights are recognised either in full or over date by evaluating conditions specific to the Company any service period. This judgment is made based that may lead to impairment of assets. on management’s knowledge of the performance Where an impairment trigger exists, the recoverable condition and how the Group is tracking based on amount of the asset is determined. exploration and evaluation activities as at the report Recoverability of exploration and evaluation costs date and with reference to subsequent events. The Company capitalises expenditure relating to Key estimates and judgments - measurement of exploration and evaluation where it is considered mine rehabilitation provision likely to be recoverable or where the activities have Significant judgement is required in determining not reached a stage which permits a reasonable the provision for mine rehabilitation and closure as assessment of the existence of reserves. While there are many factors that will affect the ultimate there are certain areas of interest from which no liability payable to rehabilitate pre-existing mine reserves have been extracted, the directors are of the site, including future disturbances caused by further continued belief that such expenditure should not development, changes in technology, changes in be written off since feasibility studies in such areas regulations, price increases, changes in timing of have not yet concluded. cash flows which are based on life of mine plans and 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 changes in discount rates. When the factors become known in the future, such differences will impact the mine rehabilitation provision in the period in which the changes become known. assessment of the existence of reserves. While p) Share based payments there are certain areas of interest from which no The Group operates equity-settled share-based reserves have been extracted, the directors are of the remuneration plans for its employees. None of continued belief that such expenditure should not the Group’s plans feature any options for a be written off since feasibility studies in such areas cash settlement. have not yet concluded. All goods and services received in exchange for the Key estimates and judgments – share options and grant of any share-based payment are measured performance rights at their fair values. Where employees are rewarded The Group makes a judgment in determining the using share- based payments, the fair values of appropriateness of the pricing model to value its employees’ services are determined indirectly by share options. As shown in Note 14.3, the company reference to the fair value of the equity instruments uses a Black Scholes pricing model. Inherent in the granted. This fair value is appraised at the grant date use of the model are estimates around the inputs and excludes the impact of non-market vesting used in the model as disclosed. These estimates are conditions (for example profitability and sales made with reference to market data and sources. growth targets and performance conditions). For performance rights, the Group makes a All share-based remuneration is ultimately judgment around whether performance conditions, recognised as an expense in profit or loss with a linked to exploration and evaluation activities, are corresponding credit to share option reserve. If 1 0 7 108 B E L L E V U E G O L D L I M I T E D vesting periods or other vesting conditions apply, the exchange gains and losses arising from such a expense is allocated over the vesting period, based monetary item are considered to form part of a net on the best available estimate of the number of share investment in a foreign operation and are recognised options expected to vest. in other comprehensive income, and are presented Non-market vesting conditions are included in within equity in the translation reserve in equity. assumptions about the number of options that are s) Operating segments expected to become exercisable. Estimates are The Company has identified its operating segments subsequently revised if there is any indication that based on the internal reports that are reviewed and the number of share options expected to vest differs used by the Directors (chief operating decision from previous estimates. Any cumulative adjustment makers) in assessing performance and determining prior to vesting is recognised in the current period. the allocation of resources. In the prior years the No adjustment is made to any expense recognised in Company’s activities included exploration and prior periods if share options ultimately exercised are evaluation in Mongolia which has been wound different to that estimated on vesting. up and Singapore’s winding up which has been Upon exercise of share options, the proceeds received net of any directly attributable transaction gazetted, the balance and transaction of which are immaterial to the current and prior period. costs are allocated to share capital. The company operates in one segment being q) Parent entity disclosure Exploration and Evaluation of Minerals in Australia. The financial information for the parent entity, t) Going concern Bellevue Gold Limited, disclosed in Note 21 has been The company has incurred a net loss of $7,146,369 prepared on the same basis as the consolidated (2018: $5,900,323) during the year ended 30 June financial statements, other than investments in 2019 and cash outflows from operating and investing subsidiaries and associates, which have been activities equates to $23,234,438 (2018: $8,945,305) recorded at cost less any impairments. r) Foreign Operations The financial statements have been prepared on the basis of going concern which contemplates The assets and liabilities of foreign operations are continuity of normal business activities and the translated to Australian dollars at exchange rates realisation of assets and settlement of liabilities in the at the reporting date. The income and expenses of ordinary course of business. The Directors consider foreign operations are translated to Australian dollars this to be appropriate given the ability to vary the at exchange rates at the dates of the transactions. Company’s cost structure and in turn the levels of Foreign currency differences are recognised in other comprehensive income and presented in the foreign cash outflow dependent on timing of its exploration activities. currency translation reserve (translation reserve) Considering the current cash reserves and previous 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 successful fund raisings during the financial year the directors are confident the Company has adequate resources and an ability to raise future funding, if required, to continue as a going concern. 108 B E L L E V U E G O L D L I M I T E D u) New Accounting Standards and Interpretations The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2018: AASB 9 Financial Instruments AASB 9 Financial instruments replaces AASB 139 Financial instruments: Recognition and v) Accounting Standards and Interpretations Issued by not yet effective Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2019 reporting period. These standards and interpretations have not been early adopted. w) New and Amended Standards issued but not yet Effected and Adopted measurement. It makes major changes to the AASB 16 Leases precious guidance on the classification and The standard has an effective date for the Group of 1 measurement of financial assets and introduces July 2019. The Group will adopt the new standard on an ‘expected credit loss’ model for impairment of the required effective date. financial assets. The new standard principally removes the distinction The adoption of this standard has had no impact on between finance and operating leases with all leases the current or previous reporting periods brought onto the balance sheet. The key change is AASB 15 Revenue from Contracts with Customers AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-related Interpretations. The new standard applies using in the definition of a lease away from a transfer of “substantially all the risks and reward incidental to ownership of an asset” to “the right to control the use of an identified asset”. the modified retrospective approach. Under this The Group is required to recognise all ‘right to method, the cumulative effect of initial application is use’ assets and liabilities, except for short-term recognised as an adjustment to the opening balance (12 months or less) and low value leases on the of retained earnings at 1 July 2018 and comparatives balance sheet. The lease liability is measured at are not restated. The adoption of this standard has had no impact on the current or future period and as such there have been no adjustments to the opening balance of retained earnings. the present value of the future lease payments and includes lease extension options when the Group is reasonably certain that it will exercise the option. The right to use asset at initial recognition reflects the lease liability and is depreciated over the term of the lease. 1 0 9 110 B E L L E V U E G O L D L I M I T E D On 1 July 2019 based on the Company’s assessment of AASB 16 and the right of use assets and liabilities, it 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 2020. 110 B E L L E V U E G O L D L I M I T E D Directors’ Declaration The Directors of Bellevue Gold Limited declare that: a) the financial statements and notes, as set out on pages 74 to 110, are in accordance with the Corporations Act 2001, and: i. give a true and fair view of the financial position as at 30 June 2019 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 1.1. b) The Managing Director and Chief Financial Officer have declared that: i. 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. Stephen Parsons Managing Director 27 September 2019 1 1 1 112 B E L L E V U E G O L D L I M I T E D Independent Auditor’s Report 112 B E L L E V U E G O L D L I M I T E D 1 1 3 114 B E L L E V U E G O L D L I M I T E D 114 B E L L E V U E G O L D L I M I T E D 1 1 5 116 B E L L E V U E G O L D L I M I T E D ASX Additional Information AS AT 3 September 2019 116 B E L L E V U E G O L D L I M I T E D Top 20 Holders of Ordinary Shares Rank Holder name No. Shares % of Issued capital HSBC Custody Nominees (Australia) Limited 144,032,769 25.28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 J P Morgan Nominees Australia Pty Limited Citicorp Nominees Pty Limited Kitara Investments Pty Ltd Macquarie Bank Limited Sunset Capital Management Pty Ltd HSBC Custody Nominees (Australia) Limited UBS Nominees Pty Ltd Kitara Investments Pty Ltd Symorgh Investments Pty Ltd UBS Nominees Pty Ltd National Nominees Limited Zero Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited Sisu International Pty Ltd Sisu International Pty Ltd Spring Street Holdings Pty Ltd CS Third Nominees Pty Limited Kingslane Pty Ltd 20 Kobia Holdings Pty Ltd Total 27,713,976 25,412,897 19,500,000 18,235,295 17,400,000 13,063,488 12,703,839 10,263,729 10,000,000 10,000,000 9,785,425 8,000,000 7,947,134 6,968,672 6,000,000 5,903,450 5,842,823 5,500,000 5,500,000 369,273,497 4.86 4.46 3.42 3.20 3.05 2.29 2.23 1.80 1.76 1.76 1.72 1.40 1.40 1.22 1.05 1.04 1.03 0.97 0.88 64.82 Substantial Holder The names of substantial shareholders as disclosed in substantial shareholding notices given to the Company are: Holder name Bank of Nova Scotia Mr Tolga Kumova Regal Funds Management No. Shares 54,765,000 43,829,805 28,795,205 % of Issued capital 9.61 7.88 5.05 1 1 7 118 B E L L E V U E G O L D L I M I T E D S P R E A D O F H O L D I N G S Fully Paid Shares Range 1 -1,000 1,001-5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Holders Share Number % of Issued capital 526 848 517 1,278 332 3,501 259,789 2,456,038 4,306,065 47,484,318 515,158,339 569,664,549 0.05% 0.43% 0.76% 8.34% 90.42% 100% All issued ordinary shares carry one vote per share and carry the right to dividends. Options & Performance Rights Number of shareholders by size of holding, in each class are: Range 1 -1,000 1,001-5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Unlisted Options Unlisted Options Exercisable $0.035 Exercisable $0.04 Exercisable $0.10 Exercisable $0.35 Exercisable $0.40 Exercisable $0.60 Total Unlisted Options Options do not carry a right to vote. Options Performance Rights - - - 1 3 4 Expiry Date 31/03/2020 31/03/2020 16/01/2021 30/06/2021 30/06/2021 14/02/2022 - - - 7 9 16 Number 5,000,000 15,000,000 30,000,000 2,500,000 2,500,000 50,000 55,050,000 118 B E L L E V U E G O L D L I M I T E D Performance Rights Expiry Date 21/03/2021 21/03/2021 21/03/2021 21/03/2021 07/01/2024 01/09/2022 14/05/2022 Total Performance Rights Performance rights do not carry a right to vote. Number 3,600,000 100,000 1,000,000 1,000,000 13,000,000 500,000 150,000 19,350,000 Unmarketable parcels There were 423 shareholders with less than a marketable parcel of shares, based on the closing price $0.57. Restricted and Escrowed Securities The Company does not have any restricted securities or securities subject to voluntary escrow on issue. 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. Company Secretary 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 www.bellevuegold.com.au/company/corporate-governance/ 1 1 9 120 Mineral tenements Tenement Location Registered Owner Structure and Ownership B E L L E V U E G O L D L I M I T E D 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 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 E53/2036 E53/2042 E53/2044 E53/2045 Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Golden Spur Resources Pty Ltd Golden Spur Resources Pty Ltd Golden Spur Resources Pty Ltd Golden Spur Resources Pty Ltd 100% 100% 100% 100% Golden Spur Resources Pty Ltd 100% - PENDING Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Weebo Exploration Pty Ltd Weebo Exploration Pty Ltd Giard Pty Ltd Weebo Exploration Pty Ltd Weebo Exploration Pty Ltd Weebo Exploration Pty Ltd Weebo Exploration Pty Ltd Weebo Exploration Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Green Empire Pty Ltd Green Empire Pty Ltd Green Empire Pty Ltd Green Empire Pty Ltd Green Empire Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd Giard Pty Ltd 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - PENDING 100% 100% 100% 100% - PENDING 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - PENDING 100% - PENDING 100% - PENDING 100% - PENDING 100% - PENDING 100% 100% 100% 100% 120 B E L L E V U E G O L D L I M I T E D 1 2 1 122 B E L L E V U E G O L D L I M I T E D 122 B E L L E V U E G O L D L I M I T E D 1 2 3