Annual Report
A B N: 94 106 641 963
Annual Report
Year ended 31 December 2021
Big River Gold Limited
Annual Report
31 December 2021
1
Contents to Financial Report
Contents
Page
Corporate Information
2
Chairman’s letter
3
Directors’ Report
4
Consolidated Statement of Profit or Loss and Other Comprehensive Income
26
Consolidated Statement of Financial Position
27
Consolidated Statement of Changes in Equity
28
Consolidated Statement of Cash Flows
30
Notes to the Financial Statements
31
Directors’ Declaration
60
Independent Audit Report
61
Auditor’s Independence Declaration
Additional ASX Information
65
66
Big River Gold Limited
Annual Report
31 December 2021
2
Corporate Information
This annual report covers both Big River Gold Limited (the ‘Company’ or ‘Big River’) and its subsidiaries (the
‘Group’). The Group’s functional and presentation currency is Australian dollars ($).
A description of the Group’s operations and of its principal activities is included in the Review of Operations and
Activities in the Directors’ Report on pages 4 to 25. The Directors’ Report is not part of the financial report.
Directors
Andrew Richards - Executive Chairman
John Cathcart - Non-executive Director
Adrian Goldstone - Non-executive Director (appointed 26 May 2021)
Beau Nicholls - Non-executive Director; Technical Director (appointed 8 March 2021)
John Evans - Non-executive Director (retired 1 June 2021)
Company Secretary
Andrew Beigel
Registered office and principal place of business
Ground Floor
25 Richardson Street
West Perth WA 6005 Australia
Telephone: +61 8 6400 6000
Brazil Office
Avenida do Contorno, 2090
Pilotis, Floresta, 30.110-012
Belo Horizonte – MG, Brazil
Telephone: +55 31 2515 0740
Auditors
Bankers
Deloitte Touche Tohmatsu
National Australia Bank Limited
Tower 2, Brookfield Place
100 St Georges Terrace
123 St Georges Terrace Perth WA 6000
Perth WA 6000
Telephone: +61 8 9365 7000
Facsimile: +61 8 9365 7001
Share Registry (Australia)
Solicitors
Automic Group
Minter Ellison
Level 5
Allendale Square
191 St Georges Terrace
77 St Georges Terrace
Perth WA 6000
Perth WA 6000
Telephone (Australia): 1300 288 664
Telephone: +61 8 6189 7800
Telephone (International): +61 (0)2 9698 5414
ASX Code:
Ordinary shares – BRV
Listed Options – BRVO
Big River Gold Limited
Annual Report
31 December 2021
3
Chairman’s Letter to Shareholders
Dear Shareholder,
I am pleased to present to you Big River Gold’s Annual Report for 2021, an active year for the Company from an
engineering point of view and one in which progress was made towards realising maximum returns from our
100%-owned 2.43Moz Borborema Gold Project in north-east Brazil.
A Process Plant Options study (Option Study) was completed by Wave International (Wave) in the first quarter
2021. This aimed to review the optimal plant design and effective use of capital to maximise profitability and
facilitate future expansion if that was deemed to be warranted. Building on the findings of this the Company
commissioned GR Engineering Services (GRES) to undertake an Engineering Cost Estimate update (ECE) for a
2Mtpa plant completing most of the work in the second half of the year. However, the global mining boom has
impacted this study with capital cost increases and delays in receiving quotes and pricing with a key contractor
unable to make a site visit until late January 2022.
During the course of these studies a Dynamic Water Balance (DWB) study was completed by SRK Consulting (SRK)
into the ongoing site-wide water management program to ensure best practice in water security. The results were
highly encouraging and the DWB identified extended periods when little or no additional water is required from
offsite to support a 2Mtpa operation. What was also exciting was the suggestion that proper site water
management might support a mine throughput rate of up 4 Mtpa from existing water flows being obtained from
the Currais Novos sewage facility.
Consequently, and while the ECE was assessing the 2 Mtpa operation proposed over 10 years (Stage 1), a high level
Desktop Study commenced in parallel to consider the option of higher throughputs over a longer mine life
underpinned by the water we expect might be available. This takes the Company back to its original plan for the
Borborema project in which the proposal was to mine the entire Ore Reserve of 1.63 million ounce gold at a rate
of 4Mtpa. This plan was shelved due to the low gold price at the time and the lack of available process water at
the time. Both of these parameters have seen a dramatic improvement over the last 12 – 24 months.
Engineering design, planning and costing in other infrastructure continued apace with strong advances in the
69kV powerline to site, sewage water and pipeline management and geotechnical assessment for construction of
the fines dyke and other installations.
The experience and quality of work delivered by our Owners Team, engaged during the year and the various
consulting groups we have contracted has been outstanding as has the in-country support and endeavours of our
Brazilian team. In addition, Adrian Goldstone joined the Board as a non-executive director in May 2021 and his
experience and expertise with mine development and feasibility study management has been invaluable.
I am also very pleased about the recommencement of our exploration in an around the project site. After an
extended period of inactivity we have commenced a drilling program which will test depth and high grade shoot
extensions to the Mineral Resource which is currently in progress. We are optimistic that the results will add to
the resource and test the potential for high grade shoot development at depth. In addition the Company is
mobilising to resume exploration in the other tenements in the Serido Shear Zone . These programs are being
overseen by Beau Nicholls who was appointed to the Executive position of Technical Director in March 2021.
Finally, I would like to thank my fellow Directors, company employees and contractors and most importantly
shareholders, for your support over the past year. I trust our efforts will be realised over the next year and onwards.
Yours sincerely
Andrew Richards
Executive Chairman
Big River Gold Limited
Annual Report
31 December 2021
4
Directors’ Report
REVIEW OF OPERATIONS
Big River continued with focussing on progressing the Borborema Gold Project in north-eastern Brazil towards
development. A $20.4 million capital raising was completed in February 2021 which enhanced the shareholder
register with the addition of several well regarded and experienced North American and European investors and
provided funds to advance and further de-risk the project.
A Process Plant Options study (Option Study) was undertaken by Wave International (Wave) in the first quarter
2021. This aimed to review the optimal plant design and effective use of capital to maximise profitability and
facilitate future expansion if that was deemed to be warranted. These results were announced at the end March
2021 (refer ASX Announcement 30 March 2021) and showed a revised plant layout with updated cost estimate at
a ±30% accuracy using costs received in 2018 and 2019.
During the second half of 2021 the Company undertook an Engineering Cost Estimate update (ECE) for the 2Mtpa
plant with review and recommendations on equipment changes presented in the Option Study. This was largely
completed in January 2022 and has been undergoing assessment of taxation implications and financial modelling.
The Company commenced a diamond drilling program in December 2021 to test depth and high-grade shoot
extensions which can be incorporated into mine planning for expanded production scenarios. The program
planned for 13 holes totalling approximately 5000m in the first phase. In addition, the Company completed some
work on regional exploration activities.
Despite the impact of COVID-19 within Brazil, some mine based activities were still possible throughout the
reporting period provided appropriate precautions were taken and much of the required engineering work and
negotiations were undertaken remotely and predominantly in Perth, WA.
BORBOREMA GOLD PROJECT
Rio Grande do Norte State, Brazil (BRV 100%)
The Borborema Project – Location and Licences
Borborema is located in the Seridó area of the Borborema province in north-eastern Brazil. It is 100%-owned by
Big River through its wholly owned subsidiary Cascar and consists of three mining leases covering a total area of
29km2 including freehold title over the main prospect area.
Big River owns the freehold land for the project area in which the mine, plant and infrastructure will be located.
The main Environmental and Installation Permits have been granted by the relevant government authorities, which
will allow construction of the project to commence subject to financing.
The project benefits from a favourable taxation regime, existing on-site facilities and excellent infrastructure such
as buildings, grid power and sealed roads. It is close to major cities and regional centres and the services they can
provide.
Engineering Cost Estimate study
In May 2021, following completion of the Option Study, the Company established a project management team
(Owners Team) supported by Principal Process and Mining consultants and project scheduling resources. Members
of this team have extensive international experience including the management of design, procurement and
construction resources, through to commissioning, operational readiness preparation and handover. The Owners
Team worked closely with personnel in Australia and the Company’s subsidiary, Cascar, in Brazil to co-ordinate
various engineering groups, contracts and estimate updates including project scheduling and risk identification
and mitigation planning.
GR Engineering Services (GRES) based in Perth, WA, was appointed to complete Wave’s review into the Borborema
Definitive Feasibility Study (DFS) and the expansion options available to the Project and generate a ± 20%
Big River Gold Limited
Annual Report
31 December 2021
5
Engineering Cost Estimate update (ECE) for the 2Mtpa plant with review and recommendations on equipment
changes presented in the Process Plant Option Study.
The work was performed in Perth with assistance from the Owners Team for the coordination of the in-country
services pricing updates.
GRES updated the specifications and vendor pricing for the Process and Non-process infrastructure. Some aspects
of the plant equipment choices and layout were modified and optimised to further improve performance and in
anticipation of a possible increase in future plant throughput.
The biggest issue for the ECE plant and owners capital cost estimates has been the significant increase in costs
across the global mining sector since the 2019 DFS study was compiled.
The ECE considered an initial 10-year project processing a 2 million tonnes per annum (Mtpa) throughput (Stage
1) and incorporate improvements to plant and equipment, some of which have been upscaled in anticipation of a
future increase in production. Capital and operating expenditures will reflect those changes as well as the latest
cost environment in Brazil.
During the course of these studies a Dynamic Water Balance (DWB) study was completed by SRK Consulting (SRK)
into the ongoing site-wide water management program to ensure there is sufficient water security for the
Borborema Gold Project (refer ASX announcement of 2 December, 2021). The results of this study were highly
encouraging and DWB identified extended periods when little or no additional water is required from offsite to
support a 2Mtpa operation. What was exciting was the suggestion that proper site water management might
support a mine throughput rate of up 4 Mtpa from existing water flows being obtained from the Currais Novos
sewage facility.
High level Desktop Studies commenced to investigate several increased production scenarios and the implications
they may have on current plans and layouts. In particular where such an expansion might influence pit design and
infrastructure such as bringing forward the relocation of the highway or regional power transmission lines.
Infrastructure progress
Powerline
An important development was the granting on 27 May 2021 of the Declaration of Public Utility for the 69kv Power
Line from Currais Novos to site. This makes the power line a public utility in terms of the benefits it provides to the
community and therefore guarantees the Project’s access to land along its construction path and facilitates
compensation negotiations with land owners.
The Company contracted an in-country consultant (GRID Energia) to oversee the design, procurement and
installation of the 35 Kilometre 69kV transmission line from Currais Novos switchyard to the Borborema plant site.
VisãoGeo (Brazil) was subsequently awarded the contract to undertake the powerline easement access phase of
the project which includes the survey of transmission line route.
Environmental approvals and Surveys for geotechnical drilling
The water retention dyke (Fines Dyke) is to be increased to enhance site wide water management. Geotechnical
drilling is planned to confirm the dyke design and in anticipation of this, environmental surveys and clearance work
around the drill sites were undertaken by authorised personnel.
Big River Gold Limited
Annual Report
31 December 2021
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Figures 1 – 2. FLORESTAL and INPLANTAR environmental teams at Borborema Project site
Figures 3 – 4. Cleaning of the weirs located within the Borborema Project area also commenced.
Water security and process water usage
The ECE engineering better defined the waste water engineering and usage , recovery and treatment. This was
required to confirm production rates of 2Mtpa were achievable and supportable over extended periods.
Work has been undertaken at the Currais Novos sewage facility to improve supply and pumping of the grey water.
Since assuming management and refurbishment of the assigned sewage pump station, Big River has been
progressively repairing and refurbishing the sewage boxes and system, reaching flow rates of 55.8 m3/hr by
December 2021. BRV will continue to improve the existing infrastructure and plans to add additional pumps and
surge tanks as we work toward achieving the 70m3/hr flow for which we have agreed with the local water
authority, CAERN.
In addition, a Dynamic Water Balance (DWB) study was completed by SRK Consulting (SRK) for the ongoing water
management program on site .
The DWB identified extended periods when no additional water is required from offsite to support a 2Mtpa
operation. Sensitivity analyses of the model indicated that in average conditions an occasional peak shortfall of
approximately 35m3/hour of process water may be required to be sourced from offsite to support a 2Mtpa plant.
These short term demands occur in under 10% of the modelled climatic conditions based on analysis of the
historical data by SRK. This equates approximately to a 1 in 10 year dry year1, the impact of which could be
mitigated by several water conservation options and incorporation of the small Sao Francisco Dam into the Fines
Dyke. More details are provided in the Company’s ASX announcement of 2 December, 2021.
1 A 1% Annual Exceedance Probability (AEP) event.
Big River Gold Limited
Annual Report
31 December 2021
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Figure 6. Borborema site layout and water management features (from: “Site-wide water balance for the
Borborema Project”, SRK (Oct 2021))
Importantly, the DWB study has recommended water management plans for the Project that indicates minimal
additional external water will be required to support a 2 million tonnes per annum (Mtpa) operation. Given this
modelling and the rehabilitation of the Currais Novos sewage facilities, water supplies available from Currais Novos
are considered sufficient to support a 2Mtpa throughput in most years and may even be able to support
throughputs up to 4 Mtpa.
Resource extension drilling
Diamond drilling commenced in December 2021 to test depth and high-grade shoot extensions which can be
incorporated into mine planning for expanded production scenarios. The program planned for 13 deep holes of
300 to 400 metres depth totalling approximately 5,000m in the first phase (Figures 8 and 9).
Big River’s objective is to better define the width and grade of the resource at depth for improved mine planning
and investigation of expanded production scenarios for the Borborema project. In addition, there are significant
previously reported high grade intercepts that appear part of a southerly plunging shoot development and warrant
follow up. These intercepts include 50m at 4.95g/t Au (CRDD-138) and 47m at 2.31 g/t Au (incl 15m at 3.61g/t Au)
in CRDD -134 (Refer Figures 9 and 10).
Figure 5. View to the
south west over the
Borborema pit
showing the exposed
ore zone and
infrastructure.
Big River Gold Limited
Annual Report
31 December 2021
8
The drilling program is ongoing subject to rig availability and samples submitted as they present for assaying.
Samples reported as submitted in December 2021 did not arrive at the laboratories until early February 2022. It
takes approximately 6 weeks to obtain assay results from laboratories at present.
Figure 7 – Diamond drilling in progress at Borborema Gold Project
Figure 8 – Diamond drilling collar locations, Borborema Gold Project
Big River Gold Limited
Annual Report
31 December 2021
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Figure 9 – Planned drill intercepts testing high-grade plunging shoots and extending resource immediately below
limit of previous drilling and pit designs.
Figure 10 – Section P-P’ showing planned diamond drilling below limit of previous drilling.
Big River Gold Limited
Annual Report
31 December 2021
10
DIRECTORS
The Directors of Big River Gold Limited (“the Parent Entity” or “Big River” or “the Company) and its controlled
entities (“the consolidated entity” or “the Group”) submit herewith the annual financial report of the Group for
the year ended 31 December 2021 (“the period”). In order to comply with the provisions of the Corporations Act
2001 (Cth), the Directors’ report as follows:
Information about the Directors
The names and particulars of the Board of Directors (“the Board”) of the Company during or since the end of the
financial year are:
Mr Andrew Richards - Executive Chairman
Mr Richards is a geologist with over 35 years of experience in the international mining industry which included
company management and project finance. He has worked at a senior level in both production and exploration
over a wide variety of areas and commodities, and has also undertaken technical review, project audits and
monitored project construction. He is a member of AUSIMM and AIG. Mr Richards has worked extensively with
gold, base metals, rare earths and industrial minerals in Australasia, Asia, Africa and South America.
Other ASX listed company directorships (current and past three years):
-
Consolidated Zinc Limited – Non-executive director (since 2015)
Mr John Cathcart - Non-Executive Director
Mr Cathcart has 30 years’ experience in mining and mining investment analysis and extensive experience in the
resources sector at a technical, corporate and financial level, working in gold, copper and nickel at several major
operations. He made the successful transition to the financial sector and broking in 1994 where he established a
very strong reputation with several brokers including Baillieu’s, BT, HSBC and CommSec before running the
Resources portfolio at Thorney Investments.
Mr Cathcart remains an investment manager at Thorney Investments as well as a director of stockbroking firm
Rawson Lewis.
Mr Cathcart is Chairman of both the Audit and Risk Committee and the Remuneration Committee.
Mr Adrian Goldstone - Non-Executive Director (appointed 26 May 2021)
Mr Goldstone has in excess of 35 years’ experience in the resources industry holding executive roles over much of
that time and has more recently become involved in specialist investment and financing for the resources industry.
He currently holds the position of Managing Director, Technical at Dundee Goodman Merchant Partners. He brings
expertise and successful experience in project management and associated governance processes, environmental
management, and social licence in the industry and has a strong focus on creative business solutions meeting the
expectations of multiple stakeholders.
Other ASX listed company directorships (current and past three years):
-
Saturn Metals Limited – Non-executive director (appointed 20 May 2021)
-
Zinc of Ireland NL – Non-executive director (resigned November 2021).
Mr Goldstone is a member of both the Audit and Risk Committee and the Remuneration Committee.
Mr Beau Nicholls – Non-Executive Director; Technical Director (appointed 8 March 2021)
Mr Nicholls is a geologist and project manager with over 25 years of international experience and has worked in
over 20 countries including Australia, Eastern Europe, West Africa and South America and established a solid
technical and practical base to operate in challenging environments.
Mr Nicholls has a wide technical and corporate management experience at a senior level in gold exploration and
mining for both mining groups and international consulting groups. He spent 9 years working in Brazil and speaks
Portuguese fluently.
Other ASX listed company directorships (current and past three years):
-
Middle Island Resouces Limited – Non-executive director (resigned 31 January 2021)
-
Alvo Minerals Limited – Non-executive director (appointed November 2021).
Big River Gold Limited
Annual Report
31 December 2021
11
Mr John Evans - Non-Executive Director (retired 1 June 2021)
Mr Evans holds a Commerce (Hons) degree from the University of Queensland, is a Fellow of Chartered
Accountants Australia & New Zealand and is a member of both CPA Australia and the Australian Institute of
Company Directors.
Mr Evans is currently the Principal of a Business Broking and Advisory practice, and advises a broad range of
businesses, in both the SME sector and larger corporate clients, on matters such as strategic planning, marketing,
governance, and financial analysis. Prior to this, Mr. Evans held a series of executive positions in Finance and
General Management in Australian public company groups over a 15 year period, in industries including
telecommunications, banking and insurance, superannuation and funds management, media, hospitality and
property development.
He has held several other non-executive directorships in Australian public companies, and is also a director of
several private companies, two not-for-profit organisations, and provides board consulting services to two other
company groups.
Mr Evans was Chairman of the Audit and Risk Committee and the Remuneration Committee until June 2021.
Andrew Beigel (Company Secretary) B.Comm.
Mr Beigel has more than 25 years of corporate experience across a range of industries and has held executive
positions with other ASX listed companies in the resources sector. He has previously been involved in development
and funding of projects and bankable feasibility studies.
Shares and options issued during the financial period
The Company issued 30,959,934 (post-consolidation) shares during the year at an average price of $0.04 per share
(post-consolidation).
Of the shares issued 64,270 were as a result of the exercise of options and 937,500 ordinary shares were issued
on vesting of performance rights. Since the end of the year 625,000 ordinary shares have been issued on vesting
of performance rights, and 144,213 ordinary shares have been issued on the exercise of options.
The Company issued 3,060,000 options (post-consolidation) during the year (exercisable at $0.48, expiring 4
February 2024).
Details of unissued shares under option (post-consolidation) at the date of this report are:
No. shares under
option
Class of shares under
option
Exercise price
($)
Expiry date of options
21,886,195
ordinary
0.16
30-Jun-22
3,060,000
ordinary
0.48
4-Feb-24
The issuing entity for all ordinary shares under option is Big River Gold Limited. The holders of these options do
not have the right, by virtue of the option, to participate in any share issue of the Company.
During the year the Company issued 1,320,000 (post-consolidation) performance rights to the Country Manager
(Brazil), Ms Diana Uchoa under the Company’s employee share option scheme. These performance rights are
subject to performance conditions and expire between 30 September 2021 and 31 December 2024. The non-
executive directors, Mr John Cathcart and Mr Beau Nicholls, were each issued 312,500 (post-consolidation)
performance rights with a service condition that they remain directors of the Company until the date the
remuneration shares were issued after 31 December 2021.
Shares issued on exercise of performance rights during the year are detailed in the following table:
Date performance rights granted
Fair value at grant date2
Number of shares issued1,2
24-Jul-20
$224,877
882,357
1-Jun-21
$20,679
55,143
Big River Gold Limited
Annual Report
31 December 2021
12
Number of Rights 2
Rights outstanding at 31 December 2020 (post-consolidation)
13,382,357
Rights issued during the year
2,000,143
Rights converted during the year 3
(937,500)
Rights vested during the year - issued January 2022 4
(625,000)
Rights forfeited during the year
(1,212,500)
Rights outstanding at the date of this report
12,607,500
(1)
At 31 December 2021 there were 625,000 performance with a grant date fair value of $232,798 that had vested during the
year and were unissued at year end.
(2)
Number of performance rights and fair value have been adjusted for the 8 for 1 share consolidation on 25 February 2021.
(3)
These performance rights were measured at the grant date fair value and were subject to shareholder approval which was
received on 24 July 2020 (for 882,357 rights) and 1 June 2021 (for 55,143 rights).
(4)
These performance rights were measured at the grant date fair value and were subject to shareholder approval which was
received on 1 June 2021.
Interests in the shares and performance rights of the Company and related bodies corporate
As at the date of this report, the interests of the Directors in the shares and performance rights of Big River Gold
Limited are as follows:
Director
Number of ordinary shares
Number of unlisted
performance rights
A. Richards
4,437,500
8,750,000
J. Cathcart
750,000
-
B. Nicholls
650,000
-
A. Goldstone (1)
-
-
(1)
Appointed 26 May 2021
J. Cathcart and B. Nicholls exercised 312,500 performance rights each on 31 January 2022 in relation to Directors’
fees for the year ended 31 December 2021. They each received 1 ordinary share for each performance right
exercised.
Dividends
The Directors do not recommend that a dividend be paid. No dividend has been paid by the Company (2020: Nil).
Principal activities
The principal activity of the Group during the financial period was mineral exploration and evaluation in Brazil.
Functional currency
For the purposes of the financial statements, the results and financial position of the Group are expressed in
Australian Dollars (“$”), which is the functional currency of the Group and the presentation currency of the
financial statements.
Big River Gold Limited
Annual Report
31 December 2021
13
CORPORATE
On 25 February 2021 the Company undertook a share consolidation on the basis of 1 new share for every 8 old
shares (the share consolidation) as announced on 29 December 2020 and approved at the general meeting of
shareholders held on 28 January 2021.
During the year the Group raised $11,983,266 (before costs) through the issue of 29,958,164 ordinary shares (post-
consolidation).
Operating results for the period
The Group’s operating loss after income tax for the period was $2,818,986 (December 2020: loss of $2,923,774).
The Group’s basic loss per share for the year from continuing and discontinuing operations was 1.30 cents per
share. (December 2020: basic loss per share of 1.76 cents per share post-consolidation of share capital).
Liquidity and Capital Resources
The Consolidated Statement of Cash Flows illustrates that there was an increase in cash and cash equivalents in
the year ended 31 December 2021 of $6,750,223 before foreign exchanges impacts (December 2020: increase of
$5,805,949). The cash increase was largely a result of funds received from capital raisings exceeding payments for
the Borborema feasibility study, exploration and general overheads.
Risk management
The Group takes a proactive approach to risk management. The Audit and Risk Committee is responsible for
ensuring that risks, and also opportunities, are identified on a timely basis and that the Group’s objectives and
activities are aligned with the risks and opportunities identified by the Board.
Significant changes in the state of affairs
The state of affairs of the Group was not affected by any significant changes during the financial period not
otherwise stated in the report.
Environmental regulation and performance
The Group’s activities are subject to environmental regulations under Brazil federal and state legislation. However,
the Board believes that the Group has adequate systems in place for the management of its environmental
requirements and is not aware of any breach of those environmental requirements as they apply to the Group.
Significant events after the balance date
On 31 January 2022 the Company issued 144,213 shares for the conversion of options (exercisable at $0.16,
expiring 30 June 2022) raising $23,074 before costs.
On 31 January 2022, pursuant to shareholder approval at a general meeting of shareholders held on 1 June 2021,
the Company issued 312,500 shares each to Mr John Cathcart and Mr Beau Nicholls as consideration for services
provided to the Company as Non-Executive Directors during the year ended 31 December 2021.
No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may
significantly affect, the operations of the Company, the results of those operations or the state of affairs of the
entity in subsequent financial years.
Future developments
The Group will continue to focus on mineral exploration and development opportunities.
Indemnification and insurance of officers and auditors
During the financial year, the Group indemnified each of the Directors against all liabilities incurred by them as
Directors of the Company (and subsidiary companies) and all legal expenses incurred by them as Directors of the
Company (and subsidiary companies).
The indemnification is subject to various specific exclusions and limitations.
The Company provided Directors’ and Officers’ liability insurance during the year.
The Company did not provide any insurance or indemnification for the auditors of the Group.
Big River Gold Limited
Annual Report
31 December 2021
14
Remuneration Report - audited
This remuneration report outlines the Director and Executive remuneration arrangements of the Company and
the Group in accordance with the requirements of the Corporations Act 2001 (Cth) and its regulations. For the
purposes of this report, Key Management Personnel of the Group are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Company and the Group,
directly or indirectly, including any Director (whether executive or otherwise) of the Parent Company.
Directors and Key Management Personnel
The following persons acted as Directors and/or Key Management Personnel of the Group during or since the end
of the financial year:
Mr A. Richards
Chairman (Executive)
Mr J. Cathcart
Director (Non-Executive)
Mr A. Goldstone
Director (Non-Executive) – appointed 26 May 2021
Mr B. Nicholls
Director (Non-Executive); Director (Technical) – appointed 8 March 2021
Mr J. Evans
Director (Non-Executive) – retired 1 June 2021
Mr A. Beigel
Chief Financial Officer and Company Secretary
Ms D. Uchoa Lima
Country Manager
Mr P. Diaz
Vice President, Operations
Remuneration policy
The remuneration policy of the Group is to ensure that remuneration packages of Directors and other Key
Management Personnel properly reflect the person’s duties and responsibilities and that remuneration is
competitive in attracting, retaining and motivating Directors and other Key Management Personnel of the Group.
As part of the remuneration policy the Group issues incentive options and performance rights to Directors and
other Key Management Personnel. Apart from Non-Executive Directors, these options and performance rights may
require achieving specific performance targets as a condition of vesting.
The aggregate sum available for remuneration of Non-Executive Directors is currently $550,000 per annum as
approved at a General Meeting of shareholders on 1 June 2021.
The tables below set out summary information about the Group’s earnings and movements in shareholder wealth
for the two most recent financial periods ending 31 December 2021:
31 Dec 2021
$
31 Dec 2020
$
31 Dec 2019
$
31 Dec 2018
$
31 Dec 2017
$
Revenue
-
-
-
-
Net profit/(loss) before tax
(2,818,986)
(2,923,774)
4,729,702
(14,106,714)
(4,881,024)
Net profit/(loss) after tax
(2,818,986)
(2,923,774)
4,729,702
(14,106,714)
(4,881,024)
31 Dec 2021
cents
31 Dec 2020
cents
31 Dec 2019
cents
31 Dec 2018
cents
31 Dec 2017
cents
Share price at start of period
(pre-consolidation)
5.0
2.0
2.0
7.1
11.5
Share price at start of period
(post-consolidation)
40.0
-
-
-
-
Share price at end of period
(pre-consolidation)
-
5.0
2.0
2.0
7.1
Share price at end of period
(post-consolidation)
23.0
-
-
-
-
Interim dividend
-
-
-
-
-
Final dividend
-
-
-
-
-
Basic profit/(loss) per share
(post-consolidation)
(1.30)
(1.76)
4.25
(25.12)
(12.96)
Diluted profit(loss) per share
(post-consolidation)
(1.30)
(1.76)
3.26
(25.12)
(12.96)
Big River Gold Limited
Annual Report
31 December 2021
15
Remuneration Report - audited (continued)
Bonuses and share-based payments granted as compensation for the current financial year
The Company received approval for the introduction of an employee share option scheme (the Plan) in 2008. The
plan was last re-approved at a meeting of shareholders on 24 July 2020, the details of which are set out below. In
the event of any inconsistency between the terms of the Plan and the summary set out below, the terms of the
Plan will prevail.
1.
The Options can only be issued to Employees or Officers of the Company and its subsidiaries.
2.
Each Option entitles the holder, on exercise, to one fully paid ordinary Share in the Company.
3.
Shares issued on exercise of Options will rank equally with other fully paid ordinary Shares of the Company.
4.
The exercise price and expiry date for the Options will be as determined by the Board (in its discretion) on
or before the date of issue.
5.
The maximum number of Options that can be issued under the Plan is not to be in excess of 5% of the total
number of Shares on issue.
6.
An Option may only be exercised after that Option has vested, after any conditions associated with the
exercise of the Option are satisfied and before its expiry date. The Board may determine the vesting period
(if any). On the grant of an Option the Board may, in its absolute discretion, impose other conditions on
the exercise of an Option.
7.
An Option will lapse upon the first to occur of its expiry date, the holder acting fraudulently or dishonestly
in relation to the Company or related entities, or on certain conditions associated with a party acquiring a
90% interest in the Shares of the Company.
8.
Upon an Optionholder ceasing to be a Director, employee or officer of the Company and its subsidiaries,
whether by termination or otherwise, the Optionholder has 45 days from the day of termination, or
otherwise, to exercise their Options before their Options lapse.
9.
If the Company enters into a scheme of arrangement, a takeover bid is made for the Company’s Shares, or
a party acquires a sufficient interest in the Company to enable them to replace the Board (or the Board
forms the view that one of those events is likely to occur), then the Board may declare an Option to be free
of any conditions of exercise. Options which are so declared may be exercised at any time on or before
they lapse.
10. Options may not be transferred other than in cases where the Options have vested, are within six months
of the expiry date of the Options, and the Options are transferred to an Associate of the Optionholder.
Quotation of Options on the ASX will not be sought. However, the Company will apply to the ASX for official
quotation of Shares issued on the exercise of Options.
11. There are no participating rights or entitlements inherent in the options and holders will not be entitled to
participate in new issues of capital offered to Shareholders during the currency of the options. However,
the Company will ensure that the record date for determining entitlements to any such issue will be at least
six ASX Business Days after the issue is announced.
12. If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves
(“Bonus Issue”), each Optionholder holding any Options which have not expired at the time of the Record
Date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise
of any of those Options the number of Shares which would have been issued under the Bonus Issue (“Bonus
Shares”) to a person registered as holding the same number of Shares as that number of Shares to which
the Optionholder may subscribe pursuant to the exercise of those Options immediately before the Record
Date determining entitlements under the Bonus Issue (in addition to the Shares which he or she is otherwise
entitled to have issued to him or her upon such exercise).
13. In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued
capital of the Company prior to the expiry of any Options, the number of Options to which each Option
holder is entitled, or the exercise price of his or her Options, or both, or any other terms will be
reconstructed in a manner determined by the Board which complies with the provisions of the ASX Listing
Rules.
Big River Gold Limited
Annual Report
31 December 2021
16
Remuneration Report - audited (continued)
As at end of the financial year, the following share-based payments were in existence and had been issued as
compensation (post-consolidation):
KMP
Performance
Rights
Options Issued
Andrew Richards
8,750,0001
-
Beau Nicholls
312,5002
-
John Cathcart
312,5002
-
Diana Uchoa
1,220,0003
-
Luis Pablo Carlin Diaz
2,637,5003
-
(1) These were approved by shareholders at the annual general meeting held on 24 July 2020
(2) These were approved by shareholders at the annual general meeting held on 1 June 2021.
(3) These were issued under the Company’s employee share option scheme.
Key terms of employment contracts
Andrew Richards is engaged as an Executive Chairman.
Remuneration is as follows:
•
gross base salary of $285,000 per annum inclusive of statutory superannuation
•
10,625,000 performance rights (post-consolidation) issued for nil consideration (which vest subject to
certain operational and market performance conditions being met) of which 1,875,000 vested during the
year ended 31 December 2020
•
20 days’ annual leave per annum
•
3 months’ notice period
Andrew Beigel is employed as the Chief Financial Officer and Company Secretary.
Remuneration is as follows:
•
gross base salary of $170,000 per annum plus statutory superannuation
•
20 days’ annual leave per annum and statutory long service leave entitlements
•
3 months’ notice period
Diana Uchoa Torres Lima is engaged as Country Manager.
Remuneration is as follows:
•
gross salary BRL412,368 per annum
•
other allowances for insurance (BRL22,080 per annum)
•
1,320,000 performance rights (post-consolidation) issued for nil consideration (which vest subject to
certain operational and market performance conditions being met)
•
20 days’ annum leave per annum
•
3 months’ notice period
Luis Pablo Carlin (Pablo) Diaz is engaged as Vice President, Operations.
Remuneration is as follows:
•
gross salary BRL782,256 per annum
•
other allowances for insurance (BRL22,202 per annum) and accommodation (BRL52,800 per annum)
•
4,062,500 performance rights (post-consolidation) issued for nil consideration (which vest subject to
certain operational and performance conditions being met)
•
2 month notice period
Beau Nicholls (appointed 8 March 2021) is engaged as Technical Director (part-time).
Remuneration is as follows:
•
gross base salary of $100,000 per annum plus statutory superannuation
•
daily rate for approved technical duties exceeding 6 days per month is $1,400 per day
•
20 days’ annual leave per annum (pro rata)
•
2 months’ notice period
Big River Gold Limited
Annual Report
31 December 2021
17
Remuneration Report - audited (continued)
Remuneration of Directors and Key Management Personnel for the year ended 31 December 2021 and
comparatives are shown over the next two pages:
Remuneration of Directors and Key Management Personnel for the year ended 31 December 2021:
Short-term employee
benefits
Post emp.
benefits
Share-based payments
Long-term
benefits
Proportion of
total
performance
related
Salary &
Fees
Other
benefits
Super-
annuation
Ordinary
Shares
Performance
Rights
Long
Service
Leave
Total
$
$
$
$
$
$
%
Directors
A. Richards3
12 months to 31 Dec 2021
295,557
-
25,318
-
134,613
-
455,488
30%
J. Cathcart
12 months to 31 Dec 2021
38,881
-
-
6,893
116,399
-
162,173
76%
A. Goldstone1
26 May to 31 Dec 2021
20,992
-
2,082
-
-
-
23,074
0%
B. Nicholls3
12 months to 31 Dec 2021
93,982
-
8,602
6,893
116,399
-
225,876
55%
J. Evans 2
1 Jan to 1 Jun 2021
20,000
-
1,306
6,893
-
-
28,199
24%
Total Directors
12 months to 31 Dec 2021
469,412
-
37,308
20,679
367,411
-
894,810
43%
Key Management Personnel
A. Beigel3
12 months to 31 Dec 2021
173,923
-
16,575
-
-
2,593
193,091
0%
D. Uchoa Lima
12 months to 31 Dec 2021
101,855
5,454
-
-
41,586
-
148,895
28%
P. Diaz
1 March to 31 Dec 2021
193,217
18,525
-
-
82,061
-
293,803
28%
Total Key Management
Personnel
12 months to 31 Dec 2021
468,995
23,979
16,575
-
123,647
2,593
635,789
19%
Total Directors and Key
Management Personnel
12 months to 31 Dec 2021
938,407
23,979
53,883
20,679
491,058
2,593
1,530,599
33%
(1)
Mr. A. Goldstone was appointed 26 May 2021.
(2)
Mr J. Evans retired 1 June 2021.
(3)
Salary includes movements in annual leave provision during the year.
Big River Gold Limited
Annual Report
31 December 2021
18
Remuneration Report – audited (continued)
Remuneration of Directors and Key Management Personnel for the year ended 31 December 2020:
Short-term employee
benefits
Post emp.
benefits
Share-based payments
Long-term
benefits
Proportion of
total
performance
related
Salary &
Fees
Other
benefits
Super-
annuation
Ordinary
Shares
Performance
Rights
Long
Service
Leave
Total
$
$
$
$
$
$
%
Directors
A. Richards1
12 months to 31 Dec 2020
136,986
-
13,014
740,000
84,825
-
974,825
85%
J. Evans
12 months to 31 Dec 2020
45,000
-
2,850
-
74,959
-
122,809
61%
J. Cathcart2
12 months to 31 Dec 2020
35,000
-
-
-
74,959
-
109,959
68%
B. Nicholls3
12 months to 31 Dec 2020
35,000
-
3,325
-
74,959
-
113,284
66%
Total Directors
12 months to 31 Dec 2020
251,986
-
19,189
740,000
309,702
-
1,320,877
79%
Key Management Personnel
A. Beigel7.
12 months to 31 Dec 2020
176,919
-
16,150
-
-
2,833
195,902
0%
D. Uchoa Lima4
12 months to 31 Dec 2020
88,324
-
-
-
-
-
88,324
0%
P. Diaz5
1 March to 31 Dec 2020
175,565
10,919
-
-
63,301
-
249,785
25%
J. Nery6
1 January to 20 January 2020
45,697
-
-
-
-
-
45,697
0%
Total Key Management
Personnel
12 months to 31 Dec 2020
486,505
10,919
16,150
-
63,301
2,833
579,708
11%
Total Directors and Key
Management Personnel
12 months to 31 Dec 2020
738,491
10,919
35,339
740,000
373,003
2,833
1,900,585
59%
(1)
Mr. A Richards was appointed Chairman on 1 January 2020. Share-based payment includes 5,000,000 remuneration
shares (pre-consolidation) and 15,000,000 performance rights (pre-consolidation) exercised during the year ended 31
December 2020. These shares and performance rights were measured at the grant date fair value and were subject to
shareholder approval which was received on 24 July 2020.
(2)
Mr J. Cathcart was appointed 1 January 2020.
(3)
Mr B. Nicholls was appointed 1 January 2020.
(4)
Ms D. Uchoa Lima was appointed 1 January 2020.
(5)
Mr P. Diaz was appointed 1 March 2020.
(6)
Mr J. Nery resigned 20 January 2020.
(7)
Salary includes movements in annual leave provision during the year.
Big River Gold Limited
Annual Report
31 December 2021
19
Remuneration Report – audited (continued)
Compensation options granted and vested during the period (consolidated)
No compensation options issued to Directors and Key Management Personnel “KMP” vested during the year ended
31 December 2021 (2020: nil).
Shares issued on Exercise of Compensation Options
During the year, no Directors or Key Management Personnel exercised options that were granted to them as part
of their compensation (2020: nil).
Value of options issued to Key Management Personnel
During the current financial period there were no options granted (2020: nil) to Directors and Key Management
Personnel related to share-based payments compensation. No options granted to Directors or Key Management
Personnel were exercised during the year. No options granted to Directors or Key Management Personnel as part
of remuneration lapsed during the year and no options were forfeited.
Options holdings of Directors and Key Management Personnel (“KMP”)
Balance at
1 Jan 21 –
pre-
consolidation
Balance at 1
Jan 21 – post-
consolidation
Granted as
remuner-
ation
Options
lapsed
Balance at
31 Dec 20
Not vested
and not
exercisable
at 31 Dec 21
Vested and
exercisable at
31 Dec 21
Options
vested during
the period
Directors
A.Richards
-
-
-
-
-
-
-
-
J. Cathcart
-
-
-
-
-
-
-
-
A. Goldstone1
-
-
-
-
-
-
-
-
B. Nicholls
-
-
-
-
-
-
-
-
J. Evans2
-
-
-
-
-
-
-
-
KMP
A. Beigel
633,334
79,167
-
-
79,167
-
79,167
-
D. Uchoa
-
-
-
-
-
-
-
-
P. Diaz
-
-
-
-
-
-
-
-
Total
633,334
79,167
-
-
79,167
-
79,167
-
Balance at
1 Jan 20 –
pre-
consolidation
Granted as
remuner-
ation
Options
lapsed
Balance at
31 Dec 20
Not vested
and not
exercisable
at 31 Dec 20
Vested and
exercisable at
31 Dec 20
Options
vested during
the period
Directors
A.Richards
-
-
-
-
-
-
-
S. Copulos.3
128,134,473
-
-
-
-
128,134,473
-
J. Evans
-
-
-
-
-
-
-
J. Cathcart
-
-
-
-
-
-
-
B. Nicholls
-
-
-
-
-
-
-
KMP
A. Beigel
633,334
-
-
633,334
-
633,334
-
D. Uchoa
-
-
-
-
-
-
-
P. Diaz
-
-
-
-
-
-
-
J. Nery
-
-
-
-
-
-
-
Total
128,767,807
-
-
633,334
-
128,767,807
-
(1) Mr A. Goldstone was appointed 26 May 2021.
(2) Mr J. Evans retired 1 June 2021.
(3) Mr S. Copulos resigned 1 January 2020.
Big River Gold Limited
Annual Report
31 December 2021
20
Remuneration Report – audited (continued)
Performance Rights Granted as Remuneration
During the financial year 2,000,143 performance rights (post-consolidation) were issued to KMP (2020:
124,558,853 - pre-consolidation).
The performance rights were granted for nil consideration and vest subject to certain performance conditions
being met. The fair value of the performance rights granted were determined using a Black Scholes binomial
valuation (for non-market based performance conditions) and a Monte Carlo simulation (for market based
performance conditions).
Name
Number of performance rights granted
during FY21 (post-consolidation)
Fair value of performance rights
(per right)
John Cathcart
18,381
$0.3725
John Evans
18,381
$0.3725
Beau Nicholls
18,381
$0.3725
John Cathcart
312,500
$0.3725
Beau Nicholls
312,500
$0.3725
Diana Uchoa
1,320,000
$0.40
Performance Rights holdings of Directors and Key Management Personnel
The tables below outline the movements in performance rights, and the balance held by each KMP, for the period
ending 31 December 2021 and 31 December 2020.
On vesting, each right automatically converts to one ordinary share. If the employee ceases employment before
the rights vest, the rights will be forfeited, except in limited circumstances that are approved by the Board.
2021
Name & Grant
Dates
Balance at
1 Jan 21
(unvested) –
pre-
consolidation
Balance at
1 Jan 21
(unvested) –
post-
consolidation
Granted as
remuneration
Vested and
exercised
Forfeited
Balance at
31 Dec 21
Vested and
exercisable at
31 Dec 21
Unvested at
31 Dec 21
A. Richards
24 July 2020
70,000,000
8,750,000
-
-
-
8,750,000
-
8,750,000
J. Evans
24 July 2020
2,352,951
294,119
-
(294,119)
-
-
-
-
1 June 2021
18,381
(18,381)
-
-
-
-
J. Cathcart
24 July 2020
2,352,951
294,119
-
(294,119)
-
-
-
-
1 June 2021
18,381
(18,381)
-
-
-
-
1 June 2021
312,500
-
-
312,500
-
312,500
B. Nicholls
24 July 2020
2,352,951
294,119
-
(294,119)
-
-
-
-
1 June 2021
18,381
(18,381)
-
-
-
-
1 June 2021
312,500
-
-
312,500
-
312,500
P. Diaz
24 July 2020*
30,000,000
3,750,000
-
-
(1,112,500)
2,637,500
-
2,637,500
D. Uchoa
3 August 2021
-
1,320,000
-
(100,000)
1,220,000
-
1,220,000
Total
107,058,853
13,382,357
2,000,143
(937,500)
(1,212,500)
13,232,500
-
13,232,500
Big River Gold Limited
Annual Report
31 December 2021
21
Remuneration Report – audited (continued)
Performance Rights holdings of Directors and Key Management Personnel (continued)
2020
Name & Grant
Dates
Balance at
1 Jan 20
(unvested)
Granted as
remuneration
Vested and
exercised
Forfeited
Balance at
31 Dec 20
Vested and
exercisable at
31 Dec 20
Unvested at 31
Dec 20 – pre-
consolidation
Unvested at 31
Dec 20 – post-
consolidation
A. Richards
24 July 2020
-
85,000,000
(15,000,000)
-
70,000,000
-
70,000,000
8,750,000
J. Evans
24 July 2020
-
2,352,951
-
-
2,352,951
-
2,352,951
294,119
J. Cathcart
24 July 2020
-
2,352,951
-
-
2,352,951
-
2,352,951
294,119
B. Nicholls
24 July 2020
-
2,352,951
-
-
2,352,951
-
2,352,951
294,119
P. Diaz
24 July 2020
-
32,500,000
-
(2,500,000)
30,000,000
-
30,000,000
3,750,000
Total
-
124,558,853
(15,000,000)
(2,500,000)
107,058,853
-
107,058,853
13,382,357
The fair value of performance rights granted during FY20 with non-market based vesting conditions were valued
using the share price on grant date (no dividends forecasted). For the performance rights with a market based
vesting condition, a Monte Carlo simulation model was used with the following inputs:
•
Effective interest rate: 0.4259%
•
Volatility: 80%
•
Expiry date: 24 July 2025
•
Share price at grant date: $0.037
•
Exercise price: nil.
The fair value of performance rights granted during FY21 with non-market based vesting conditions were valued
using the share price on grant date (no dividends forecasted).
* Performance rights granted to Mr Diaz were modified during the year. The modified performance conditions are
outlined in the below table. The performance rights granted to Mr Richards, Mr Diaz and Ms Uchoa are subject to
certain operational and market performance conditions being met, as follows:
Recipient
Amount
(post-consolidation)
Performance Condition
A. Richards
3,750,000
Commencement of mining and production at Borborema Gold Project on or
before 30 June 2022
1,250,000
Achieving the KPI of AISC < US$839 for first year of production on or before 30
June 2023
1,250,000
Achieving the KPI of Stage 2 Expansion Assessment on or before 30 June 2025
2,500,000
Achieving an average $500m market capitalisation for a period of 12 months
(or if change of control valued at >$500m), otherwise at the discretion of the
Board upon change of control
P. Diaz
500,000
Commencement of Borborema Mine commissioning by 31 March 2023*
312,500
Borborema AISC over the first year greater than or equal to the DFS forecast by
31 March 2024*
312,500
Borborema AISC over the first year less than (DFS forecast – US$50) by 31
March 2024*
400,000
Throughput in first year of Borborema production at budget tonnes and
grade since commissioning by 30 September 2024*
312,500
Completion of Borborema Stage 2 expansion assessment DFS by 31 December
2022*
800,000
Completion of Borborema Stage 2 construction according to schedule by 31
March 2025*
Big River Gold Limited
Annual Report
31 December 2021
22
D. Uchoa
250,000
All license permits and submissions to public agencies are maintained in good
order and submitted on time leading up to start of construction by 31 January
2022.
40,000
Brazil costs (excluding Borborema mining and construction costs) are less than
90% of the approved budget over the financial year 2022.
40,000
Brazil costs (excluding Borborema mining and construction costs) are less than
90% of the approved budget over the financial year 2023.
40,000
Brazil costs (excluding Borborema mining and construction costs) are less than
90% of the approved budget over the financial year 2024.
250,000
Under the company OH&S programme, maintain a low incident and accident
rate in Crusader do Brazil operations (ie excluding Borborema activities),
sufficient to maintain the lowest social tax rate in Brazil by 30 September 2023.
400,000
Borborema Stage 1 to be commissioned by 31 March 2023.
200,000
Ensure that the number of court cases does not increase by more than 10%
and average settlements in judgements arising from them reduce by 20%
(from June 2020) by 31 March 2024.
*Terms of performance rights modified on 3 August 2021
KMP and Director shareholdings
Balance at
1 Jan 21 – pre-
consolidation
Balance at
1 Jan 21 – post-
consolidation
Shares issued
on exercise of
performance
rights
Shares
Purchased
Shares
Sold
Balance at
31 Dec 21
Directors
A. Richards
34,500,000
4,312,500
-
125,000
-
4,437,500
J. Cathcart
-
-
312,500
125,000
-
437,500
B. Nicholls
-
-
312,500
25,000
-
337,500
A. Goldstone1
-
-
-
-
-
-
J. Evans2
1,200,000
150,000
312,500
125,000
-
587,500
KMP
A. Beigel
2,296,800
287,100
-
-
-
287,100
D. Uchoa
-
-
-
-
-
-
P. Diaz
-
-
-
-
-
-
Total
37,996,800
4,749,600
937,500
400,000
-
6,087,100
Big River Gold Limited
Annual Report
31 December 2021
23
Remuneration Report – audited (continued)
KMP and Director shareholding
Balance at
1 Jan 20 – pre-
consolidation
Shares issued
on exercise of
performance
rights
Net Other
Changes
Shares
Sold
Balance at
31 Dec 20 –
pre-
consolidation
Balance at
31 Dec 20 –
post-
consolidation
Directors
A. Richards
14,500,000
15,000,000
5,000,000
-
34,500,000
4,312,500
S. Copulos 3
508,750,553
-
-
(2,853,970)
505,896,583
63,237,073
J. Evans
1,200,000
-
-
-
1,200,000
150,000
J. Cathcart
-
-
-
-
-
-
B. Nicholls4
-
-
-
-
-
-
KMP
A. Beigel
2,296,800
-
-
-
2,296,800
287,100
J. Nery5
-
-
-
-
-
-
D. Uchoa6
-
-
-
-
-
-
P. Diaz7
-
-
-
-
-
-
Total
526,747,353
15,000,000
5,000,000
(2,853,970)
543,893,383
67,986,673
(1)
Mr A. Goldstone was appointed 26 May 2021.
(2)
Mr J. Evans retired 1 June 2021.
(3)
Mr S. Copulos resigned 1 January 2020.
(4)
Mr B. Nicholls was appointed 1 January 2020.
(5)
Mr J. Nery resigned 20 January 2020.
(6)
Ms D. Uchoa was appointed 1 January 2020.
(7)
Mr P. Diaz was appointed 1 March 2020.
Convertible note holdings of Directors and Key Management Personnel
During the year no convertible notes were issued or converted (2020: Nil).
Loans to Directors and Key Management Personnel
There were no loans to any Directors or Key Management Personnel during the year (2020: nil).
Specific transactions with Directors and Key Management Personnel
There were no transactions with any Directors or Key Management Personnel that were more favourable than
those available, or which might reasonably be expected to be available, to non-related parties on an arm’s length
basis.
This ends the audited Remuneration Report.
Big River Gold Limited
Annual Report
31 December 2021
24
Directors’ benefits
No Director of the Company has received, or become entitled to receive, any benefit because of a contract that
the Director, or a firm of which the Director is a member, or an entity in which the Director has substantial financial
interest, made with the Company, or with an entity that the Company controlled, or with a body corporate that
was related to the Company, other than the benefits included in the aggregate amount of emoluments received,
or due and receivable, by the Directors and disclosed in Note 7 to the Financial Statements.
Corporate governance
In recognising the need for high standards of corporate behaviour and accountability, the Directors support and
have substantially adhered to the best practice recommendations set by the ASX Corporate Governance Council.
The Company’s corporate governance policies are all available on the Company’s website at
www.bigrivergold.com.au.
Committee memberships
The Company maintains an Audit and Risk Committee and a Remuneration Committee which consist of the
following Directors:
Audit and Risk Committee
Remuneration Committee
J. Cathcart (Chairman)
J. Cathcart (Chairman)
A. Goldstone
A. Goldstone
Meetings of Directors
The number of Directors’ meetings held during the financial year and the numbers of meetings attended by each
Director were:
Directors’ meetings
Remuneration
Committee meetings
Audit and Risk
Committee meetings
Directors
Eligible
Attended
Eligible
Attended
Eligible
Attended
A. Richards
5
5
-
-
-
-
A. Goldstone
3
3
-
-
1
1
J. Evans
3
3
1
1
1
1
J. Cathcart
5
5
1
1
2
2
B. Nicholls
5
5
1
1
1
1
Auditor’s independence
The auditor’s independence declaration for the financial year ended 31 December 2021 has been received and is
to be found on page 62.
Non-audit services
No non-audit services were provided by the entity’s auditor, Deloitte Touche Tomatsu, and no fees were paid or
are payable to Deloitte Touch Tohmatsu for non-audit services for the financial year ended 31 December 2021.
This report is signed in accordance with a resolution of the directors made pursuant to Section 298(2) of the
Corporations Act 2001.
On behalf of the directors
Andrew Richards
Executive Chairman
Perth, 31 March 2022
Big River Gold Limited
Annual Report
31 December 2021
25
Competent Person Statements
Borborema mineral resource estimate
The information in this announcement that relates to the mineral resource estimate for the Borborema Project was
first reported in accordance with ASX Listing Rule 5.8 on 24 July 2017.
Big River confirms that it is not aware of any new information or data that materially affects the information
included in the announcement of 24 July 2017 and that all material assumptions and technical parameters
underpinning the Mineral Resource estimate continue to apply and have not materially changed.
Borborema ore reserve estimate
The information in this announcement that relates to the Ore Reserve estimate for the Borborema Gold Project
was first reported in accordance with ASX Listing Rule 5.9 on 6 March 2018, 29 March 2018 and 11 April 2018. All
material assumptions and technical parameters underpinning the Ore Reserve estimate continue to apply and have
not materially changed.
That portion of the Ore Reserve that was included in the Stage 1 Mining Schedule for the December 2019 Definitive
Feasibility Study (DFS) was reviewed by Porfirio Cabaleiro Rodriguez, BSc. (MEng), MAIG of GE21 as part of the DFS.
The Ore Reserve was first reported in accordance with ASX Listing Rule 5.9 on 24 July 2017 and updated on 6 March
2018 and is based on information compiled by Mr. Linton Kirk, Competent Person who is a Fellow and Chartered
Professional of The Australasian Institute of Mining and Metallurgy. Mr. Kirk is employed by Kirk Mining Consultants
Pty Ltd and is an independent consultant to the company.
Definitive Feasibility Study (DFS)
A DFS for development and construction of Stage 1 of the Borborema Project was completed in December 2019
(refer ASX Announcement of 23 December, 2019) and updated in July 2020 as detailed in the ASX Announcement
of 9 July, 2020. It confirmed the project’s strong economics and optimised a profitable open pit with a mine life of
more than 10 years producing approximately 729,000 ounces gold at a C1 cash cost of US$534/oz and AISC of
US$713/oz.
Assuming a gold price of US$1,550 per ounce, the pre-tax NPV (8%) returned US$342M with an IRR of 64.7%. The
project returns an average EBITDA of US$72M pa.
All material assumptions underpinning the production targets and forecast financial information continue to apply
and have not changed materially.
Big River Gold Limited
Annual Report
31 December 2021
26
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
Note
Consolidated
Dec
Dec
2021
2020
$
$
Continuing operations
Gross Profit
-
-
Other income
3
11,059
1,098,703
Administration
(900,908)
(1,238,826)
Corporate expenses
3
(1,719,726)
(2,142,876)
Finance costs
3
(10,616)
(11,209)
Depreciation and amortisation
3
(71,939)
(36,521)
Exploration and evaluation
3
(35,373)
(47,717)
Unrealised foreign exchange gain/(loss)
166,778
(397,203)
Other expenses from ordinary activities
(258,261)
(148,125)
Loss before income tax
(2,818,986)
(2,923,774)
Income tax (expense)/benefit
4
-
-
Net loss from continuing operations
(2,818,986)
(2,923,774)
Net (loss)/profit for the year
(2,818,986)
(2,923,774)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations
(143,659)
(4,293,142)
Other comprehensive loss for the year, net of income tax
(143,659)
(4,293,142)
Total comprehensive loss for the year attributable to owners of
the parent
(2,962,645)
(7,216,916)
Loss per share from continuing operations (on a post-consolidation
basis)
Basic (cents per share)
16
(1.30)
(1.76)
Diluted (cents per share)
16
(1.30)
(1.76)
(Loss)/profit per share from continuing and discontinued
operations (on a post-consolidation basis)
Basic (cents per share)
16
(1.30)
(1.76)
Diluted (cents per share)
16
(1.30)
(1.76)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the
Notes to the Financial Statements.
Big River Gold Limited
Annual Report
31 December 2021
27
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
Note
Consolidated
Dec
Dec
2021
2020
$
$
Current Assets
Cash and cash equivalents
21(a)
16,634,896
9,884,673
Trade and other receivables
9
17,064
57,642
Other current assets
188,107
126,081
Total Current Assets
16,840,067
10,068,396
Non-Current Assets
Exploration and evaluation assets
10
20,124,567
17,812,173
Property, plant and equipment
11
128,687
109,431
Right-of-use asset
108,842
13,600
Total Non-Current Assets
20,362,096
17,935,204
Total Assets
37,202,163
28,003,600
Current Liabilities
Trade and other payables
12
609,966
516,066
Lease liability - current
41,183
6,933
Total Current Liabilities
651,149
522,999
Non-Current Liabilities
Trade and other payables
12
1,268,797
1,041,882
Lease liability – non-current
70,293
-
Total Non-Current Liabilities
1,339,090
1,041,882
Total Liabilities
1,990,239
1,564,881
Net Assets
35,211,924
26,438,719
Equity
Total equity attributable to equity holders of the Company
Issued capital
13
113,265,704
102,313,256
Reserves
14
(10,019,399)
(10,659,142)
Retained earnings
15
(68,034,381)
(65,215,395)
Total Equity
35,211,924
26,438,719
The above Consolidated Statement of Financial Position is to be read in conjunction with the Notes to the Financial
Statements.
Big River Gold Limited
Annual Report
31 December 2021
28
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR 31 DECEMBER 2021
Consolidated
Attributable to equity holders of the parent
Issued Capital
Retained
Earnings
Foreign
Currency
Translation
Reserve
Share Based
Payments
Reserve
Convertible
Note Reserve
Total Equity
$
$
$
$
$
$
At 1 January 2021
102,313,256
(65,215,395)
(12,767,737)
1,991,580
117,015
26,438,719
Other comprehensive loss for the year
-
-
(143,659)
-
-
(143,659)
Loss for the year
-
(2,818,986)
-
-
-
(2,818,986)
Total comprehensive loss for the year
-
(2,818,986)
(143,659)
-
-
(2,962,645)
Transfer from other reserves
-
-
-
-
-
-
Shares issued
11,983,266
-
-
-
-
11,983,266
Share issued upon exercise of options
10,740
-
-
(456)
-
10,284
Performance rights exercised
245,556
-
-
(245,556)
-
Share issue costs 1
(1,287,114)
-
-
-
-
(1,287,114)
Recognition of share based payments – for
services provided by third parties
-
-
-
517,677
-
517,677
Recognition of share-based payments – Key
management personnel and directors
-
-
-
511,737
-
511,737
At 31 December 2021
113,265,704
(68,034,381)
(12,911,396)
2,774,982
117,015
35,211,924
The above Consolidated Statement of Changes in Equity is to be read in conjunction with the Notes to the Financial Statements.
1
Share issue cost include cash consideration and share-based payments (Refer note 6).
Big River Gold Limited
Annual Report
31 December 2021
29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR 31 DECEMBER 2021 (CONTINUED)
Consolidated
Attributable to equity holders of the parent
Issued Capital
Retained
Earnings
Foreign
Currency
Translation
Reserve
Share Based
Payments
Reserve
Convertible
Note Reserve
Total Equity
$
$
$
$
$
$
At 1 January 2020 (restated*)
94,022,742
(73,241,143)
(8,474,595)
12,221,008
117,015
24,645,027
Other comprehensive loss for the year
-
-
(4,293,142)
-
-
(4,293,142)
Loss for the year
-
(2,923,774)
-
-
-
(2,923,774)
Total comprehensive loss for the year
-
(2,923,774)
(4,293,142)
-
-
(7,216,916)
Transfer from other reserves
-
10,949,522
-
(10,949,522)
-
-
Shares issued
8,416,734
-
-
-
-
8,416,734
Share issued upon exercise of options
63,026
-
-
(16,512)
-
46,514
Performance rights exercised
740,000
-
-
(740,000)
-
Share issue costs 1
(929,246)
-
-
-
-
(929,246)
Recognition of share based payments – for
services provided by third parties
-
-
-
363,603
-
363,603
Recognition of share-based payments – Key
management personnel and directors
-
-
-
1,113,003
-
1,113,003
At 31 December 2020
102,313,256
(65,215,395)
(12,767,737)
1,991,580
117,015
26,438,719
The above Consolidated Statement of Changes in Equity is to be read in conjunction with the Notes to the Financial Statements.
1
Share issue cost include cash consideration and share-based payments (Refer note 6).
Big River Gold Limited
Annual Report
31 December 2021
30
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
Note
Consolidated
Dec
Dec
2021
2020
$
$
Cash flows from operating activities
Payments to suppliers and employees
(1,467,968)
(1,382,111)
Receipts from Research and Development Tax Incentives
-
122,637
Interest paid on leases
(5,334)
(2,257)
Receipts from other entities
-
100,842
Net cash (used in) operating activities
21(b)
(1,473,302)
(1,160,889)
Cash flows from investing activities
Interest received
6,822
5,095
Receipts for disposal of property, plant and equipment
-
939,641
Payment for exploration and evaluation
(2,917,307)
(1,987,940)
Payments for property, plant and equipment
(32,154)
(74,583)
Net cash (used in) investing activities
(2,942,639)
(1,117,787)
Cash flows from financing activities
Proceeds from issues of equity securities
11,786,373
8,613,627
Proceeds from exercise of share options
10,283
46,514
Costs of issuing securities
13
(769,437)
(565,643)
Repayment of lease liabilities
(30,531)
(9,873)
Net cash provided by financing activities
10,996,688
8,084,625
Net increase in cash and cash equivalents
6,580,747
5,805,949
Cash and cash equivalents at the beginning of the financial year
9,884,673
4,313,096
Effect of exchange rate fluctuations on cash held in foreign
currencies
169,476
(234,372)
Cash and cash equivalents at the end of the financial year
21(a)
16,634,896
9,884,673
The above Consolidated Statement of Cash Flows is to be read in conjunction with the Notes to the Financial
Statements.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
31
1.
GENERAL INFORMATION
Big River Gold Limited (“the Parent Entity” or “Big River” or “the Company”) is a listed public company incorporated in
Australia and operating in Australia and Brazil. The address of the Company’s registered office and principal place of
business is Ground Floor, 25 Richardson Street, West Perth, Western Australia. The Consolidated Financial Statements of
the Company as at, and for the financial year ended 31 December 2021 comprise those of the Company and its
subsidiaries (together referred to as the “the Consolidated Entity” or “the Group”). The Group is involved primarily in the
mineral exploration industry.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Statement of compliance
For the purpose of preparing the Consolidated Financial Statements, the Company is a “for profit” entity. The Financial
Report is a General Purpose Financial Report which has been prepared in accordance with Accounting Standards
(including Interpretations) and the Corporations Act 2001 (Cth). Accounting Standards include Australian Accounting
Standards. Compliance with the Australian Accounting Standards ensures the Consolidated Financial Report of the Group
complies with International Financial Reporting Standards (“IFRSs”).
(b)
Basis of preparation
The Financial Report has also been prepared on an accruals basis and historical cost basis. Cost is based on the fair value
of the consideration given in exchange for assets. All amounts are presented in Australian dollars unless otherwise noted.
The Financial Statements were approved by the Board of Directors on 31 March 2022.
Going concern
The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business
activity and the realisation of assets and the settlement of liabilities in the normal course of business.
The Group incurred a loss of $2,818,986 (2020: loss of $2,923,774) and experienced net cash outflows from operating
and investing activities of $4,415,941 (2020: outflow of $2,278,676) for the year ended 31 December 2021. As at this
date, the Group had a net current asset position of $16,188,918 (31 December 2020: net current asset position of
$9,545,397). Cash and cash equivalents totalled $16,634,896 as at 31 December 2021 (31 December 2020: $9,884,673).
The Directors have prepared a cash flow forecast for the Group out to 31 March 2023 which indicates the Group
currently holds sufficient working capital to meet the expected cash outflows over this period based on budgeted
operational requirements, which includes development expenditure related to the Borborema Gold Project.
As a result of the above, the Directors have prepared these financial statements on a going concern basis.
(c)
Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of the Company and the entities controlled
by the Company (its subsidiaries). Subsidiaries are entities controlled by the Group. Control exists when the Group has
power over the investee, is exposed to, or has right to, variable returns from its involvement with the investee, and has
the ability to use its power to affect its returns. When the Group has less than a majority of the voting rights of an
investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the
relevant activities of the investee unilaterally. The Financial Statements of subsidiaries are included in the Consolidated
Financial Statements from the date that control commences until the date that control ceases.
In preparing the Consolidated Financial Statements, all inter-company balances and transactions, income and expenses,
profit and losses resulting from intra-group transactions have been eliminated in full.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
32
(d)
Foreign currency
The individual Financial Statements of each Group entity are presented in the currency of the primary economic
environment in which the entity operates (its functional currency). For the purpose of the Consolidated Financial
Statements, the results and financial position of each entity are expressed in Australian dollars, which is the functional
currency of Big River Gold Limited and the presentation currency for the Consolidated Financial Statements. The
functional currencies of Crusader do Brasil Mineração Ltda, Cascar Mineração Ltda and Crusader do Nordeste Mineração
Ltda are Brazilian Real (BRLs).
In preparing the Financial Statements of the individual entities, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.
At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the
reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at
the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
•
exchange differences on monetary items receivable from, or payable to, a foreign operation, for which
settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation,
and which are recognised in the Foreign Currency Translation Reserve and recognised in profit or loss on
disposal of the net investment.
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars at
exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates
for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the
dates of the transactions are used. Exchange differences arising, if any, are recognised in Other Comprehensive Income
and accumulated in equity.
(e)
Financial Instruments
The Group classifies its financial assets in the following measurement categories:
Classification
•
those to be measured subsequently at fair value (either through OCI, or through profit or loss); and
•
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of
the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in
equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election
at the time of initial recognition to account for the equity investment at fair value through other comprehensive income
(FVOCI).
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transactions costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows
are solely payment of principal and interest.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
33
Debt Instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the
cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt
instruments:
•
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate method. Any gain or loss arising on
derecognition is recognised directly in profit or loss and presented in other gains/(losses), together with foreign
exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or
loss.
•
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the
assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in
the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest
revenue and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset
is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or
loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance
income using the effective interest rate method. Foreign exchange gains and losses are presented in other
gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss.
•
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a
debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within
other gains/(losses) in the period in which it arises.
Equity Instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to
present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains
and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to
be recognised in profit or loss as other income when the Group’s right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or
loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are
not reported separately from other changes in fair value.
Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost and FVOCI. The Group applies the simplified approach permitted by AASB 9, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.
(f)
Cash and cash equivalents
Cash comprises cash balances and at call deposits. Cash equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a
maturity of three months or less at the date of acquisition.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included
as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows.
(g)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
34
(h)
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment. Cost includes
expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the
purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present
value as at the date of acquisition.
Depreciation is calculated on a straight line basis so as to write off the net cost, or other revalued amount, of each asset
over its estimated useful life to its estimated residual value. The estimated useful lives, residual values and depreciation
method, are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a
prospective basis.
The estimated useful lives for plant and equipment range from 1 to 40 years, as below:
Category
Life (years)
Depreciation Rate
Min
Max
Min
Max
Buildings
25
40
2.5%
4.0%
Computers
2
4
25.0%
50.0%
Furniture
5
10
10.0%
20.0%
Plant
5
15
6.7%
20.0%
Software
1
2
50.0%
100.0%
Vehicles
2
5
20.0%
50.0%
(i)
Discontinued operations
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to
dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The
results of discontinued operations are presented separately in the statement of profit or loss.
(j)
Impairment of other tangible and intangible assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there are any indications that those assets have suffered an impairment loss. If any such indications exist, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where the asset
does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of
the Cash-Generating Unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be
identified, corporate assets are also allocated to individual Cash-Generating Units. Otherwise they are allocated to the
smallest group of Cash-Generating Units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives, and intangible assets not yet available for use, are tested for impairment
annually and whenever there is an indication that the asset may be impaired.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash
flows have not been adjusted. If the recoverable amount of an asset (or Cash-Generating Unit) is estimated to be less
than its carrying amount, the carrying amount of the asset (Cash-Generating Unit) is reduced to its recoverable amount.
An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which
case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the
carrying amount of the asset (Cash-Generating Unit) is increased to the revised estimate of its recoverable amount, but
only to the extent that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (Cash-Generating Unit) in prior years.
A reversal of an impairment loss is recognised immediately in profit and loss unless the relevant asset is carried at fair
value, in which case the reversal of the impairment is treated as a revaluation increase.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
35
(k) Employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, and long service,
leave when it is probable that settlement will be required, and they are capable of being measured reliably.
Liabilities recognised in respect of short term employee benefits are measured at their nominal values using the
remuneration rate expected to apply at the time of settlement.
Liabilities in respect of long term employee benefits are measured as the present value of the estimated future cash
outflows to be made by the Group in respect of services provided by employees up to the reporting date.
Contributions to defined contribution superannuation plans are expensed when employees have rendered service
entitling them to the contributions.
(l)
Share-based payment transactions
Equity-settled share based payments with employees and others providing services are measured at the fair value of the
equity instrument at the grant date. Fair value is measured by use of an appropriate options pricing model. Further
details of how the fair value of equity settled share transactions has been determined can be found in Note 6.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each
reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The number of
shares expected to vest is estimated based on the non-market vesting conditions. The impact of the revision of the
original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding
adjustment to the share based payments reserve.
Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously
recognised in relation to such shares are reversed effective from the date of the forfeiture.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and
services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair
value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders
the service.
(m) Revenue recognition
The Group expect to primarily generate revenue from the sale of gold. Revenue from the sale of these goods is recognised
when control over the inventory has transferred to the customer. Control is generally considered to have passed when:
•
physical possession and inventory risk is transferred (including via a third-party transport provider arranged
by the refinery);
•
payment terms for the sale of goods can be clearly identified through the sale of metal credits received or
receivable for the transfer of control of the asset;
•
the Group can determine with sufficient accuracy the metal content of the goods delivered; and
•
the refiner has no practical ability to reject the product where it is within contractually specified limits.
Where economic inflows arise from other by-products, for example from the presence of other valuable metals, these
amounts are credited to the costs of producing the primary products to the extent the amounts generated are not
considered significant.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
36
(n)
Income tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable
profit, or tax loss, for the period. It is calculated using tax rates and tax laws that have been enacted or substantively
enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent
that it is unpaid (or refundable).
Deferred income tax is provided on all temporary differences that exist at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
•
where the deferred income tax liability arises from the initial recognition of goodwill, or of an asset, or
liability, in a transaction that is not a business combination, and, at the time of the transaction, affects neither
the accounting profit nor taxable loss; and
•
in respect of taxable temporary differences, associated with investments in subsidiaries, associates and
interests in joint ventures and the timing of the reversal of the temporary differences can be controlled and
it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences that exist at each reporting date, the
carry forward amount of all unused tax credits and unused tax losses to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences and the carry forward amount of any unused tax
credits and any unused tax losses, can be utilised except:
•
where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination, and at the time of the
transaction affects neither the accounting profit nor taxable profit or loss; and
•
in respect of deductible temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, in which case deferred tax assets are only recognised to the extent that it is
probable that the temporary differences will reverse in the foreseeable future, and taxable profit will be
available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date, and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all, or part of, the deferred tax assets to be
utilised.
Unrecognised deferred income tax assets are re-assessed at each reporting date and reduced to the extent that it has
become probable that future taxable profit will allow all, or part of, the deferred tax credit to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date.
Current and deferred tax assets and liabilities are recognised as items of income or expense in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
(o)
Goods and services tax
Revenues, expenses, and assets are recognised net of the amount of goods and services tax (GST), except where the
amount of GST incurred is not recoverable from the Australian Tax Office (ATO), in which case the GST is recognised as
part of the cost of acquisition of the asset, or as part of the expense item as applicable.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
37
Receivables and payables are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the
ATO is included as a current asset or liability in the Consolidated Statement of Financial Position. Cash flows are included
in the Consolidated Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing
and financing activities which are recoverable from, or payable to, the ATO, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the relevant
taxation authority.
(p)
Exploration and evaluation expenditure
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration
and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
(i)
the rights to tenure of the area of interest are current; and
(ii)
at least one of the following conditions is also met:
a. the exploration and evaluation expenditures are expected to be recouped through successful development and
exploitation of the area of interest, or alternatively, by its sale; or
b. the exploration and evaluation activities in the area have not, at the reporting date, reached a stage which
permits a reasonable assessment of the existence, or otherwise, of economically recoverable reserves and active
and significant operations in, or relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies,
exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation
of assets used in exploration and evaluation activities. General and administrative costs are only included in the
measurement of exploration and evaluation costs where they are related directly to operational activities in a particular
area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying
amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the
exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the
relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss
subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the
relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to
development.
(q)
Mine development properties
The Group will make a decision to proceed with mine development once the commercial and technical viability has been
confirmed. This will usually be supported by the completion of a full feasibility study. Costs are accumulated for each
identifiable area of interest under development or in production. The accumulated costs are amortised over the life of
the mine on the unit of production basis, once production has commenced.
(r)
Critical accounting judgements and key sources of uncertainty
The following are the critical judgements that the Group has made in the process of applying the Group’s accounting
policies and that have the most significant effects on the amounts recognised in the Financial Statements. These
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period of revision, and future
periods if the revision affects both current and future periods.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
38
Capitalised exploration expenditure
The Group reviews the carrying value of all capitalised exploration expenditure assets for impairment at the end of each
annual reporting period, and where the Group believes an asset has been impaired, the adjustment to fair value is
recorded through profit or loss. The ultimate recoupment of these costs is dependent on the successful
commercialisation of the project, or through sale to a third party, for at least the carrying value of the project.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with Directors, Senior Executives, other staff and
consultants by reference to the fair value of the equity instruments at the date at which they are granted. The fair
value is determined using an appropriate options pricing model, which takes account of factors including the
current value and volatility of the underlying share price, the risk free interest rate, expected dividends on the
underlying share, and the vesting period. The fair value determined at the grant date of the equity-settled share-
based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of
equity instruments that will eventually vest.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
39
Consolidated
Dec
Dec
2021
2020
$
$
3. Revenue and Expenses
Revenue – other income
Miscellaneous income
3,886
100,246
Profit on disposal of asset
-
990,367
R&D income
-
1,845
Interest revenue
7,173
6,245
11,059
1,098,703
Expenses
Corporate expenses:
Office facility expenses
44,917
46,800
Staff costs
314,031
343,063
Director remuneration
748,206
1,216,863
Professional fees
255,093
238,765
Marketing and media costs
175,927
81,714
Other corporate expenses
181,552
215,671
1,719,726
2,142,876
Finance costs:
Interest expense on leases
5,304
2,257
Other financial expenses
5,312
8,952
10,616
11,209
Depreciation and amortisation
71,939
36,521
Exploration and evaluation:
Other exploration (refer note 10)
35,373
47,717
35,373
47,717
Employee expenses:
Salaries and wages
631,742
551,871
Defined contribution plan
80,640
51,906
Other employee benefits
45,144
105,131
Equity-settled share-based payments (refer Note 6)
511,737
1,113,003
Annual Leave
65,726
50,559
1,334,989
1,872,470
Employee expenses are included in Corporate expenses in the Statement of Profit or Loss.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
40
Consolidated
Dec
Dec
2021
2020
$
$
4. Income tax
a)
The components of tax expense comprise
Current tax
-
-
Deferred tax
-
-
b)
The prima facie tax benefit on loss from continuing
operations before income tax is recognised to the
income tax as follows:
(2,818,986)
(2,923,774)
Prima facie tax benefit on loss from ordinary
activities at 25% (December 2020 26%)
(704,747)
(760,181)
Tax effect of amounts which are not deductible
(taxable) in calculating taxable income:
Entertainment
1,346
409
Fines
-
37
Foreign Losses
122,781
(43,427)
Cashflow Boost
-
(26,000)
Research and Development
-
-
(580,620)
(829,162)
Movement in unrecognised temporary differences
on comparable income tax rates of 26% (prior year
27.5%)
(341,764)
(262,621)
Tax effect of change in tax rate
-
-
Tax effect of current year tax losses for which no
deferred tax asset has been recognised
922,384
1,091,783
Income tax expense
-
-
c)
The following deferred tax balances have not been
recognised (at relevant tax rates):
Investments
12,500
13,000
Depreciable Assets
6,430
2,461
Accrued expenses
18,250
15,860
Capitalised expenses
645,690
666,116
Capitalised tenement acquisition costs
126,360
131,415
Entity establishment costs
96,056
210,438
Provision for expenses
477,629
17,367
Right of Use Asset
659
-
Capital raising costs
414,993
427,955
Carry forward revenue tax losses
12,133,824
12,510,630
Carry forward capital tax losses
1,287,656
1,416,421
Carry forward foreign tax losses
7,241,298
7,904,662
22,461,345
23,316,325
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
41
Consolidated
Dec
Dec
2021
2020
Deferred tax liabilities (at relevant tax rates)
$
$
Prepaid expenses
16,754
1,802
Right of Use Asset/Liability
-
1,733
Accrued interest income
-
-
16,754
3,535
Net deferred tax asset not recognised
22,444,591
23,312,790
The current taxation legislation in Brazil enables tax to be paid under one of the following ways:
1. Income tax is payable at 3% of gross revenue
2. Income tax is payable at 34% of net profit.
During the year ended 31 December 2021, the group elected to pay tax on 34% of net profit as this is the lowest cost
option and allows tax losses to be carried forward.
The deferred tax asset and liability has not been brought to account as it is unlikely that they will be utilised unless
the company generates sufficient revenue to utilise them.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
42
5.
Financial Risk Management
Overview
The Group has exposure to the following risks from their use of financial instruments:
•
Capital risk
•
Credit risk
•
Foreign exchange risk
•
Interest rate risk
•
Equity risk
This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and
processes for measuring and managing risk, and the management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework. The Senior Executives monitor and mitigate the financial risks relating to the operations of the Group
through regular reviews of the risks.
Categories of financial instruments
Consolidated
Dec
Dec
2021
2020
$
$
Financial assets
Cash and cash equivalents
16,634,896
9,884,673
Loans and receivables
17,064
57,642
16,651,960
9,942,315
Financial liabilities
Trade and other payables
609,966
516,066
Lease Liability
41,183
6,933
651,149
522,999
Capital risk management
The Group manages its capital as a going concern while maximising the return to shareholders through the
optimisation of its capital employed.
The capital structure of the Group consists of cash and cash equivalents, debt funding and equity attributable to
equity holders of the parent, comprising issued capital, reserves and accumulated loss as disclosed in Notes 13, 14
and 15 respectively. None of the Group’s entities is subject to externally imposed capital requirements.
Credit risk management
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 from customers and investment
securities.
Investments
The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have
an acceptable credit rating.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
43
Trade and other receivables
Where appropriate, the group has established an allowance for impairment that represents incurred losses in respect
of other receivables and payments. The main components of this allowance are a specific loss component that relates
to individually significant exposures.
The below table shows the distribution of trade receivables at the end of the period before any provision for expected
credit losses. Refer to Note 9 for further information.
Dec
Dec
2021
2020
Customer
$
%
$
%
Siderurgica Noroeste Ltda
75,513
50.5
76,308
50.5
Siderbras Siderurgica Brasileira Ltda
74,102
49.5
74,882
49.5
149,615
100
151,190
100
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum
exposure to credit risk at the reporting date was:
Carrying Amount
Dec
Dec
2021
2020
$
$
Cash and cash equivalents
16,634,896
9,884,673
Loans and receivables
17,064
57,642
Liquidity risk management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate cash by continuously monitoring forecast and actual cash
flows.
Typically, the Group ensures it has sufficient cash on demand to meet expected operational expenses for a period of
ninety days. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such
as natural disasters.
Market risk management
The Group’s activities expose it primarily to financial risks such as foreign exchange rates, interest rates and equity
prices which will affect the Group’s income and the value of its holdings of financial instruments. The objective of
market risk management is to mitigate and control market risk exposures within acceptable parameters, while
optimizing shareholder return.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
44
Foreign currency risk management
The Group is exposed to foreign currency risk from investments and borrowings held in a currency other than the
Group’s functional currency. The Group’s exposure to foreign currency risk relates to financial instruments held in
Brazilian Reals. At the reporting date the holdings were as follows:
Consolidated
Dec
Dec
2021
2020
$
$
Financial assets
Cash and cash equivalents
234,522
109,408
234,522
109,408
Financial liabilities
Trade and other payables
240,864
97,816
Provisions
1,314,188
994,279
1,555,052
1,092,095
Foreign currency sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to foreign exchange risks at the end of
the reporting period:
If the AUD/BRL exchange rate had been 10% higher/lower net profit for the year ended 31 December 2021 would
have increased/decreased by $96,718 (year ended 31 December 2020: increased/decreased by $55,959).
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial instruments:
Dec 2021
Consolidated
Weighted
Average
Interest
Rate
Variable
Interest Rate
Non-
interest
Bearing
Total
%
$
$
$
Financial Assets
Cash and cash
equivalents
0.04%
16,634,896
-
16,634,896
Trade and other
receivables
-
-
17,064
17,064
16,634,896
17,064
16,651,960
Financial Liabilities
Trade and other
payables
-
-
(609,966)
(609,966)
Lease Liabilities
-
-
(41,183)
(41,183)
-
-
(651,149)
(651,149)
Net financial
assets/(liabilities)
-
16,634,896
(634,085)
16,000,811
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
45
Dec 2020
Consolidated
Weighted
Average
Interest
Rate
Variable
Interest
Rate
Non-interest
Bearing
Total
%
$
$
$
Financial Assets
Cash and cash
equivalents
0.17%
9,884,673
-
9,884,673
Trade and other
receivables
-
-
57,642
57,642
9,884,673
57,642
9,942,315
Financial Liabilities
-
-
(516,066)
(516,066)
Trade and other
payables
-
-
(6,933)
(6,933)
-
-
(522,999)
(522,999)
Net financial
assets/(liabilities)
-
9,884,673
(465,357)
9,419,316
Fair values at amortised costs
The carrying value of the Group’s financial assets and liabilities are equal to their respective net fair values.
Fair values of financial instruments – valuation techniques and assumptions
The fair values of financial assets and liabilities with standard terms and conditions and traded on active liquid
markets are determined with reference to quoted market prices.
The fair value of other financial assets and liabilities (excluding derivative instruments) are determined in accordance
with generally accepted pricing models based on discounted cash flow analysis using prices from observable current
market transactions.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
46
6. Share-based payments
The expense recognised in profit or loss in relation to share-based payments is disclosed in Note 3.
The following share-based payments were made during the period:
Tranche 2 – Capital raising costs 1
517,677
Directors’ remuneration
388,090
Key management personnel
123,647
Total
1,029,414
1 The Group granted the options in relation to the 7 December 2020 placement (tranche 1) and the 5 February 2021
placement (tranche 2) on 5 February 2021, after shareholder approval was obtained on 28 January 2021. The fair value
of unlisted options is estimated as at the date of grant using a Binomial option valuation model taking into account the
terms and conditions upon which the options were granted. The Group’s valuation of the options is based on the
following key inputs: Exercise price - $0.06, Volatility – 101%, Risk-free interest rate – 0.295%, Expected spot price -
$0.058.
The Group has assessed that it is not able to reliably measure the fair value of the goods and services received from the
counterparty of the share-based payment transaction and thus has measured the fair value of the securities issued by
reference to the fair value of the equity instruments granted.
Options over Unissued Shares
The following table illustrates the number and Weighted Average Exercise Prices (WAEPs) of, and movements in, share
options issued during the period):
Dec
2021
No.
Dec
2021
WAEP
Dec
2020
No.
Dec
2020
WAEP
Outstanding at the beginning of the period
– pre-consolidation
176,756,824
0.03
254,459,656
0.03
Outstanding at the beginning of the period
– post-consolidation *
22,094,678
0.24
-
-
Granted during the period
3,060,000
0.48
-
-
Lapsed during the period
-
-
(75,377,144)
0.06
Exercised during the period
(64,270)
0.16
(2,325,688)
0.02
Outstanding at the end of the period
25,090,408
0.20
176,756,824
0.02
Exercisable at the end of the period
25,090,408
0.20
176,756,824
0.02
*The balance at the start of the period has been adjusted based on the share consolidation of 8 shares to 1 share
during the year.
The following share options were in existence during or at the end of the current financial period (on a post-
consolidation basis):
Options series
Grant date
Vesting date
Expiry date
Exercise
price
$
Grant date
fair value
$
Live at end of period
Issued 4 July 2019
4-Jul-19
4-Jul-19
30-Jun-22
0.16
0.0568
Issued 5 February 2021
5-Feb-21
5-Feb-21
4-Feb-24
0.48
0.2880
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
47
The weighted average remaining contractual life for the share options outstanding at 31 December 2021 is 0.69 years
(December 2020: 1.5 years).
The range of exercise prices for options outstanding at the end of the period was $0.16 - $0.48 post-consolidation
(December 2020: $0.02 - $0.02 pre-consolidation; $0.16 - $0.16 post-consolidation).
The weighted average fair value of options granted during the period was $0.48 (December 2020: $nil).
The fair value of the equity-settled share options granted under the option plan is estimated as at the date of grant using
an appropriate options pricing model, taking into account the terms and conditions upon which the options were granted.
The following table lists the inputs to the model used in relation to the options on issue as at 31 December 2021.
Granted
2021
Granted
2019
$0.48
Options
$0.16
Options
Dividend yield
%
-
-
Expected volatility
%
101%
77%
Risk-free interest rate
%
0.30%
0.94%
Expected life
Years
3.0
3.0
Exercise price
$
0.48
0.16
Share price at grant date*
$
0.058
0.0216
*Share price at grant date is pre-consolidation of share capital.
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that will
occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which
may also not necessarily be the actual outcome. No other features of options granted were incorporated into the
measurements of fair value.
There were 64,270 (post-consolidation) share options exercised during the year (2020: 2,325,688 pre-consolidation).
Employee share option plan
The Company received approval for the introduction of an employee share option scheme (the Plan) in 2008. The
plan was last re-approved at a meeting of shareholders on 24 July 2020, the details of which are set out below. In
the event of any inconsistency between the terms of the Plan and the summary set out below, the terms of the Plan
will prevail.
1.
The options can only be issued to Employees or Officers of the Company and its subsidiaries.
2.
Each Option entitles the holder, on exercise, to one fully paid ordinary share in the Company.
3.
Shares issued on exercise of Options will rank equally with other fully paid ordinary shares of the Company.
4.
The exercise price and expiry date for the options will be as determined by the Board (in its discretion) on or
before the date of issue.
5.
The maximum number of options that can be issued under the Plan is not to be in excess of 5% of the total number
of Shares on issue.
6.
An option may only be exercised after that option has vested, after any conditions associated with the exercise of
the option are satisfied and before its expiry date. The Board may determine the vesting period (if any). On the
grant of an option the Board may, in its absolute discretion, impose other conditions on the exercise of an option.
7.
An Option will lapse upon the first to occur of its expiry date; the holder acting fraudulently or dishonestly in
relation to the Company or on certain conditions associated with a party acquiring a 90% interest in the Shares of
the Company.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
48
8.
Upon an Optionholder ceasing to be a Director, employee or officer of the Company, whether by termination or
otherwise, the Optionholder has 45 days from the day of termination, or otherwise, to exercise their Options
before their Options lapse.
9.
If the Company enters into a scheme of arrangement, a takeover bid is made for the Company’s Shares, or a party
acquires a sufficient interest in the Company to enable them to replace the Board (or the Board forms the view
that one of those events is likely to occur), then the Board may declare an option to be free of any conditions of
exercise. Options which are so declared may be exercised at any time on or before they lapse.
10.
Options may not be transferred other than in cases where the Options have vested, are within six (6) months of
the expiry date of the Options, and the Options are transferred to an Associate of the Optionholder. Quotation
of options on the ASX will not be sought. However, the Company will apply to the ASX for official quotation of
Shares issued on the exercise of options.
11.
There are no participating rights or entitlements inherent in the options and holders will not be entitled to
participate in new issues of capital offered to Shareholders during the currency of the options. However, the
Company will ensure that the record date for determining entitlements to any such issue will be at least 6 ASX
Business Days after the issue is announced.
12.
If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (“Bonus
Issue”), each Optionholder holding any Options which have not expired at the time of the record date for
determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those
Options the number of Shares which would have been issued under the Bonus Issue (“Bonus Shares”) to a person
registered as holding the same number of Shares as that number of Shares to which the Optionholder may
subscribe pursuant to the exercise of those Options immediately before the record date determining entitlements
under the Bonus Issue (in addition to the shares which he or she is otherwise entitled to have issued to him or her
upon such exercise).
13.
In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital
of the Company prior to the expiry of any options, the number of options to which each option holder is entitled,
or the exercise price of his or her options, or both, or any other terms will be reconstructed in a manner
determined by the Board which complies with the provisions of the ASX Listing Rules.
Performance Rights
On 24 July 2020, following approval by shareholders at the annual general meeting, the Company issued 10,625,000
(post-consolidation) performance rights to Mr Andrew Richards with performance conditions of which 1,875,000 vested
during the year ended 31 December 2020. A further 4,062,500 (post-consolidation) performance rights with performance
conditions were issued to Mr Pablo Diaz, of which 312,500 were forfeited during the year end 31 December 2020. During
the year Ms Diana Uchoa (Country Manager, Brazil) was issued 1,320,000 performance rights. The performance
conditions that the Board has determined will apply to the Performance Rights are outlined in the below table:
Recipient
Amount
(post-consolidation)
Performance Condition
A. Richards
3,750,000
Commencement of mining and production at Borborema Gold Project on or
before 30 June 2022
1,250,000
Achieving the KPI of AISC < US$839 for first year of production on or before 30
June 2023
1,250,000
Achieving the KPI of Stage 2 Expansion Assessment on or before 30 June 2025
2,500,000
Achieving an average $500m market capitalisation for a period of 12 months
(or if change of control valued at >$500m), otherwise at the discretion of the
Board upon change of control
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
49
P. Diaz
500,000
Commencement of Borborema Mine commissioning by 31 March 2023 *
312,500
Borborema ASIC over the first year < or = DFS forecast by 31 March 2024*
312,500
Borborema ASIC over the first year < (DFS forecast – US$50) by 31 March
2024*
400,000
Throughput in first year of Borborema production at
budget tonnes and grade since commissioning by 30 September 2024*
312,500
Completion of Borborema Stage 2 expansion
assessment DFS by 31 December 2022*
800,000
Completion of Borborema Stage 2 construction according to schedule by 31
March 2025*
D. Uchoa
250,000
All license permits and submissions to public agencies are maintained in good
order and submitted on time leading up to start of construction by 31 January
2022.
40,000
Brazil costs (excluding Borborema mining and construction costs) are less than
90% of the approved budget over the financial year 2022.
40,000
Brazil costs (excluding Borborema mining and construction costs) are less than
90% of the approved budget over the financial year 2023.
40,000
Brazil costs (excluding Borborema mining and construction costs) are less than
90% of the approved budget over the financial year 2024.
250,000
Under the company OH&S programme, maintain a low incident and accident
rate in Crusader do Brazil operations (ie excluding Borborema activities),
sufficient to maintain the lowest social tax rate in Brazil by 30 September 2023.
400,000
Borborema Stage 1 to be commissioned by 31 March 2023.
200,000
Ensure that the number of court cases does not increase by more than 10%
and average settlements in judgements arising from them reduce by 20%
(from June 2020) by 31 March 2024.
*Terms of performance rights modified on 3 August 2021
The fair value of performance rights with non-market based vesting conditions were valued using the
share price on grant date and/or modification date (no dividends forecasted). For the performance rights
with a market based vesting condition, a Monte Carlo simulation model was used with the following
inputs:
•
Effective interest rate: 0.4259%
•
Volatility: 80%
•
Expiry date: 24 July 2025
•
Share price at grant date: $0.037
•
Exercise price: nil.
7.
Key management personnel
Details of Key Management Personnel during the financial year:
Mr A. Richards
Chairman (Executive)
Mr J. Cathcart
Director (Non-Executive)
Mr A. Goldstone
Director (Non-Executive) – appointed 26 May 2021
Mr J. Evans
Director (Non-Executive)
Mr B. Nicholls
Director (Non-Executive)
Director (Technical) – appointed 8 March 2021
Mr J. Evans
Director (Non-Executive) – retired 1 June 2021
Mr A. Beigel
Chief Financial Officer and Company Secretary
Ms D. Uchoa Lima
Country Manager
Mr P. Diaz
Vice President, Operations
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
50
The aggregate compensation provided to Directors and Key Management Personnel of the company and the
group is set out below:
Consolidated
Dec
Dec
2021
2020
$
$
Short-term employee benefits
959,916
749,410
Post-employment benefits
56,353
35,339
Other long-term benefits
2,593
2,833
Share-based payments
511,737
1,113,003
1,530,599
1,900,585
Further details relating to the compensation of Directors and Key Management Personnel are included
within the Directors’ Report.
8.
Auditors’ Remuneration
Consolidated
Dec
Dec
2021
2020
$
$
Audit of the Parent Entity
Audit or review of financial report
89,350
85,000
Auditors of overseas entities
Audit or review of financial report
20,024
23,819
109,374
108,819
The auditor of the Group is Deloitte Touche Tohmatsu.
Consolidated
Dec
Dec
2021
2020
9. Trade and Other Receivables
$
$
Current
Trade receivables
149,615
151,190
Less provision for doubtful debts
(149,615)
(151,190)
Other receivables
17,064
57,642
17,064
57,642
Other receivables are non-interest bearing and are collected within commercial terms. Trade receivables disclosed above
include amounts that are past due at the end of the reporting period for which the Group has recognised an allowance
for doubtful debts on the basis the amounts may not be recoverable.
An analysis of trade receivables by customer is disclosed in Note 5.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
51
Consolidated
Dec 2021
Dec 2020
10. Exploration and evaluation assets
$
$
Costs brought forward
17,812,173
20,848,286
Expenditure incurred during the period
2,454,806
1,191,242
Amounts expensed
(35,373)
(47,717)
Effect of exchange rates
(107,039)
(4,179,638)
Costs carried forward
20,124,567
17,812,173
The Group has exploration and evaluation assets relating to the Borborema project which includes three mining leases
covering a total area of 29km2 including freehold title over the main prospect area, held in the Seridó area of the
Borborema province in north-eastern Brazil. Recoverability of the carrying amount of exploration and evaluation assets
is dependent on the successful development and commercial exploitation, or alternatively the sale, of the respective
areas of interest.
Expenditure incurred in the acquisition of rights to explore is capitalised and recognised as an exploration and evaluation
asset.
Exploration costs are capitalised to the extent that they are expected to be recouped through the successful development
of a relevant area of interest or where activities in the area have not yet reached a stage that permits reasonable
assessment of the existence of economically recoverable reserves.
Each area of interest was assessed for impairment triggers in accordance with the requirements of AASB 6 Exploration
for and Evaluation of Mineral Resources as at 31 December 2021, with no impairment triggers identified.
Consolidated
Dec
Dec
2021
2020
11. Property, plant and equipment
$
$
Balance at the beginning of the period
Cost
2,100,325
2,053,795
Accumulated depreciation
(1,990,894)
(1,968,053)
Carrying amount at beginning of period
109,431
85,742
Additions
52,368
74,583
Disposals
-
(7,522)
Depreciation
(32,154)
(22,841)
Effect of foreign exchange
(958)
(20,531)
Carrying amount at the end of the period
128,687
109,431
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
52
13. Issued capital
Ordinary shares issued and fully paid (post-
consolidation)
No.
$
At 31 December 2020
188,482,508
102,313,256
At 31 December 2021
219,442,442
113,265,704
Fully paid ordinary shares carry one vote per share and the right to receive dividends.
The below table is post-consolidation of share capital.
Fully paid ordinary share capital
Dec 2021
Dec 2020 *
No.
$
No.
$
Balance at the start of the financial
period
188,482,508
102,313,256
164,649,961
94,022,742
Shares issued for cash
29,958,164
11,983,266
21,041,836
8,416,734
Share based payments
937,500
245,556
2,500,000
740,000
Shares issued on exercise of options
64,270
10,740
290,711
63,026
Capital raising costs
-
(1,287,114)
-
(929,246)
Balance at end of financial period
219,442,442
113,265,704
188,482,508
102,313,256
* Restated for 8 for 1 consolidation of share capital on 25 February 2021.
Consolidated
Dec
Dec
2021
2020
12. Trade and other payables
$
$
Current
Trade payables and accruals
332,110
162,972
Annual leave and other benefits
152,059
87,998
Payroll and associated taxes
94,493
55,708
Other payables
31,304
209,388
609,966
516,066
Non-current
Other payables
659,011
616,676
Payroll taxes
609,786
425,206
1,268,797
1,041,882
Total Current and non-current Trade and other payables
1,878,763
1,557,946
Trade payables are non-interest bearing and normally settled on 30 day terms.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
53
14. Reserves
Nature and purpose of reserves
The share-based payments reserve is used to recognise:
•
the grant date fair value of options issued to employees but not exercised;
•
the grant date fair value of shares issued to employees; and
•
the grant date fair value of performance rights granted to employees but not yet vested. The Foreign Currency
Translation Reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
The convertible note reserve represents the equity component (conversion rights) on the issue of unsecured convertible
notes.
Consolidated
Dec
Dec
2021
2020
$
$
Reserves
Share-based payment reserve
2,774,982
1,991,580
Foreign currency translation reserve
(12,911,396)
(12,767,737)
Other reserve
117,015
117,015
(10,019,399)
(10,659,142)
Foreign currency translation reserve
Balance at the beginning of the financial period
(12,767,737)
(8,474,595)
Currency translation differences arising during the period
(143,659)
(4,293,142)
Balance at the end of the financial period
(12,911,396)
(12,767,737)
Share based payments reserve
Balance at the beginning of the financial period
1,991,580
12,221,008
Transfer to retained earnings
-
(10,949,522)
Transfer to issued capital on exercise of options
(456)
(16,512)
Transfer to issued capital on exercise of performance rights
(245,556)
(740,000)
Option and performance shares expense
1,029,414
1,476,606
Balance at the end of the financial period
2,774,982
1,991,580
Convertible Note Reserve
Balance at the beginning of the financial period
117,015
117,015
Balance at the end of the financial period
117,015
117,015
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
54
Consolidated
Dec
Dec
2021
2020
$
$
15. Retained earnings
Movements in accumulated losses were as follows:
Balance at the beginning of the financial year
(65,215,395)
(73,241,143)
Transfer from other reserves
-
10,949,522
Net (loss)/profit for the year
(2,818,986)
(2,923,774)
Balance at the end of the financial year
(68,034,381)
(65,215,395)
16.
Earnings per share
Basic and diluted profit/(loss) per share amounts are calculated by dividing
net loss for the period attributable to equity holders of the parent, by the
weighted average number of ordinary shares outstanding during the
period.
The following reflects the income and share data used in the basic and
diluted loss per share computations:
$
$
Net loss from continuing operations attributable to ordinary equity
holders of the parent
(2,818,986)
(2,923,774)
Net (loss)/profit from continuing and discontinued operations to ordinary
equity holders of the parent
(2,818,986)
(2,923,774)
No.
No.
The weighted average number of ordinary shares on issue during the
financial period used in the calculation of basic loss per share (on a post-
consolidation basis)
216,401,950
166,562,420
The weighted average number of ordinary shares on issue during the
financial period used in the calculation of diluted loss/(profit) per share
(on a post-consolidation basis)
216,401,950
166,562,420
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
55
17.
Commitments
In order to maintain current rights of tenure to the exploration tenements, the Group is required to meet the minimum
expenditure commitments as specified by the relevant Government authorities. These obligations are subject to
renegotiations when application for a mining lease is made and at other times. The obligations will be met from normal
working capital of the Group. The minimum exploration tenement commitments will be reduced should the Group enter
into a joint venture on the tenements or extinguished should the tenement be abandoned should the Group decide that
the project is not commercial.
The Group has certain minimum obligations in pursuance of the terms and conditions of mineral tenement licences in
the forthcoming year. Whilst these obligations are capable of being varied from time to time, in order to maintain current
rights of tenure to all mining tenements, and assuming all applications are granted, the Group will be required to meet
this expenditure. In addition, the Group had commitments for engineering and other studies relating to the evaluation,
development and licencing requirements at year end. The total outlay in 2022 for these commitments will be
approximately $585,683 (2021: $37,563). These costs are expected to be fulfilled in the normal course of operations.
18.
Related party transactions
(a) Equity interests in related parties
Details of the percentage of ordinary shares held in each of the subsidiaries are disclosed in Note 19.
(b) Transactions with Directors and Key Management Personnel
Details of Director and Key Management Personnel compensation are disclosed in Note 7.
(c) The following transactions occurred with related parties:
Nature of transaction
Nature of relationship
Total value of
transactions for the year
ended 31 December 2021
Amount of outstanding
balance as at
31 December 2021
Office space provided
to Consolidated Zinc
Ltd.
Chairman in common.
$2,875
$2,875
19.
Controlled entities
Country of
Incorporation
Principal Activity
Ownership Interest
Dec
Dec
2021
2020
Parent entity
Big River Gold Ltd
Australia
Mining Investment
Controlled entities
Brazil Minerals Pty Ltd
Australia
Mining Investment
100%
100%
Atomico Pty Ltd
Australia
Mining Investment
100%
100%
Molten Minerals Pty Ltd
Australia
Mining Investment
100%
100%
Crusader do Brasil Mineração Ltda
Brazil
Mining and Mineral exploration
100%
100%
Cascar do Brasil Mineração Ltda
Brazil
Mineral exploration
100%
100%
Crusader do Nordeste Mineração Ltda
Brazil
Mineral exploration
100%
100%
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
56
20.
Segment reporting
For management purposes, the Group is organised into one operating segment, being Gold – exploration and
development.
Geographical Information
The Group operates in two geographical areas being Australia (country of domicile) and Brazil.
Dec-2021
Brazil
Australia
Total
$
$
$
Current assets
292,109
16,547,958
16,840,067
Non-current assets
14,635,644
5,726,452
20,362,096
Total Assets
14,927,753
22,274,410
37,202,163
Current liabilities
286,257
364,892
651,149
Non-current liabilities
1,268,797
70,293
1,339,090
Total Liabilities
1,555,054
435,185
1,990,239
Net Assets / (Net Liabilities)
13,372,699
21,839,225
35,211,924
Dec-2020
Brazil
Australia
Total
$
$
$
Current assets
186,019
9,882,377
10,068,396
Non-current assets
13,531,040
4,404,164
17,935,204
Total Assets
13,717,059
14,286,541
28,003,600
Current liabilities
125,886
397,113
522,999
Non-current liabilities
1,041,882
-
1,041,882
Total Liabilities
1,167,768
397,113
1,564,881
Net Assets / (Net Liabilities)
12,549,291
13,889,428
26,438,719
The table below shows the carrying balances of non-current assets per segment as at 31 December 2021.
Dec-2021
Brazil
Australia
Total
$
$
$
Exploration and expenditure
14,537,772
5,586,795
20,124,567
Right of use asset
-
108,842
108,842
Property, plant and equipment
97,874
30,813
128,687
Total non-current assets
14,635,646
5,726,450
20,362,096
The table below shows the carrying balances of non-current assets per segment as at 31 December 2020.
Dec-2020
Brazil
Australia
Total
$
$
$
Exploration and expenditure
13,440,719
4,371,454
17,812,173
Right of use asset
-
13,600
13,600
Property, plant and equipment
90,321
19,110
109,431
Total non-current assets
13,531,040
4,404,164
17,935,204
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
57
21.
Notes to the statement of cash flows
Consolidated
Dec
Dec
2021
2020
(a) Reconciliation of cash and cash equivalents
$
$
For the purposes of the Consolidated Statement of Cash Flows,
cash and cash equivalents comprise the following:
Cash at bank
16,634,896
9,884,673
(b) Reconciliation of net loss after tax to net cash flows from
operating activities
Net loss
(2,818,986)
(2,923,774)
Adjustments for:
Depreciation and amortisation
71,939
36,521
Interest expense on leases
5,334
2,257
Finance costs
-
-
Share-based payments
491,059
1,476,606
Disposal of assets
-
6,083
Unrealised exchange (gains)/losses
443,737
(512,707)
Changes in net assets and liabilities:
(Increase)/decrease in assets:
Trade and other receivables
40,578
92,565
Other current assets
(62,026)
313,617
Increase/(decrease) in liabilities:
Trade and other payables
93,900
(63,451)
Provisions
261,163
411,394
Cash generated/(used) in operating activities
(1,473,302)
(1,160,889)
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
58
22.
Parent Entity
The following table presents the information regarding the parent entity for the year ended 31 December 2021 and the
year ended 31 December 2020.
Dec
Dec
2021
2020
$
$
Financial position
Assets
Current assets
16,547,938
9,882,357
Non-current assets
19,099,172
16,953,475
Total assets
35,647,110
26,835,832
Liabilities
Current liabilities
364,893
397,113
Non-current liabilities
70,293
-
Total liabilities
435,186
397,113
Equity
Issued capital
113,265,705
102,313,258
Retained earnings
(80,945,778)
(77,983,134)
Reserves
Option premium reserve
2,774,982
1,991,580
Investment revaluation reserve
-
-
Other reserve
117,015
117,015
Total equity
35,211,924
26,438,719
Financial performance
Profit/(Loss) for the period
(2,962,644)
(7,216,918)
Other comprehensive income
-
-
Total comprehensive income
(2,962,644)
(7,216,918)
Contingent liabilities of the parent entity
Other than as disclosed at Note 25, the Parent entity is not aware of any other contingent liabilities at the date of this
report (2020: nil).
23.
Non-cash transactions
During the year, the Group did not enter into any non-cash financing or investing transactions other than as disclosed
elsewhere in the financial report.
Big River Gold Limited
Annual Report
31 December 2021
Notes to the Annual Financial Statements
59
24.
Subsequent events
On 31 January 2022 the Company issued 144,213 shares for the conversion of options (exercisable at $0.16,
expiring 30 June 2022) raising $23,074 before costs.
On 31 January 2022, pursuant to shareholder approval at a general meeting of shareholders held on 1 June 2021,
the Company issued 312,500 shares each to Mr John Cathcart and Mr Beau Nicholls as consideration for services
provided to the Company as Non-Executive Directors during the year ended 31 December 2021.
No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may
significantly affect, the operations of the Company, the results of those operations or the state of affairs of the
entity in subsequent financial years.
25.
Contingent assets and liabilities
The Group is not aware of any contingent liabilities which existed as at the end of the financial period or that have arisen
as at the date of this report.
Big River Gold Limited
Annual Report
31 December 2021
60
DIRECTORS’ DECLARATION
1.
The Directors declare that:
(a)
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;
(b) in the Directors’ opinion the attached Financial Statements and Notes thereto are in accordance with
the Corporations Act 2001 (Cth), including compliance with accounting standards and giving a true and
fair view of the financial position and performance of the Consolidated entity;
(c)
in the Directors’ opinion, the Financial Statements and Notes thereto are in accordance with
International Financial Reporting Standards issued by the International Accounting Standards Board as
stated in Note 2(a); and
(d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001 (Cth).
Signed in accordance with a resolution of the Directors made pursuant to s295(5) of the Corporations Act 2001(Cth).
On behalf of the Directors
Andrew Richards
Executive Chairman
Perth
31 March 2022
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Tower 2, Brookfield Place
123 St Georges Terrace
Perth WA 6000
GPO Box A46
Perth WA 6837 Australia
Tel: +61 8 9365 7000
Fax: +61 8 9365 7001
www.deloitte.com.au
Independent Auditor’s Report to the members of Big
River Gold Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Big River Gold Limited (the “Company”) and its subsidiaries (the
“Group”) which the comprises consolidated statement of financial position as at 31 December 2021, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other explanatory information,
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s financial position as at 31 December 2021 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report for the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matter
How the scope of our audit responded to the Key Audit Matter
Indicators of impairment for Exploration
and Evaluation Assets
As at 31 December 2021 the carrying
value of exploration and evaluation assets
as disclosed in Note 10 amount to
$20,124,567. The Group accounting
policy in respect of exploration and
evaluation assets is disclosed in Note 1(p).
Significant judgement is required by
management in determining whether
facts and circumstances indicate that the
exploration and evaluation assets should
be tested for impairment at balance date.
Our audit procedures included, but were not limited to:
•
Confirming whether the rights to tenure of the area of
interest remained current at balance date as well as
confirming that rights to tenure are expected to be
renewed for tenements that will expire in the near
future;
•
Assessing
the
status
of
ongoing
exploration
programmes, as well as assessing if there was evidence
that a decision had been made to discontinue activities
for the area of interest, including reviewing future
budgeted expenditures and related work programmes;
and
•
Evaluating whether exploration activities for the area of
interest had reached a stage where a reasonable
assessment of economically recoverable reserves
existed.
We also assessed the appropriateness of the disclosures in Note
10 to the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 December 2021, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included on pages 14 to 23 of the Directors’ Report for the year ended
31 December 2021.
In our opinion, the Remuneration Report of Big River Gold Limited, for the year ended 31 December 2021,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
PG Janse van Nieuwenhuizen
Partner
Chartered Accountants
Perth, 31 March 2022
Liability limited by a scheme approved under Professional Standards Legislation
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Tower 2, Brookfield Place
123 St Georges Terrace
Perth WA 6000
GPO Box A46
Perth WA 6837 Australia
Tel: +61 8 9365 7000
Fax: +61 8 9365 7001
www.deloitte.com.au
31 March 2022
The Board of Directors
Big River Gold Limited
25 Richardson Street
West Perth WA 6005
Australia
Dear Board Members
Auditor’s Independence Declaration to Big River Gold Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration
of independence to the directors of Big River Gold Limited.
As lead audit partner for the audit of the financial report of Big River Gold Limited for the year ended 31 December
2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:
• The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• Any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
PG Janse van Nieuwenhuizen
Partner
Chartered Accountants
Big River Gold Limited
Annual Report
31 December 2021
66
ADDITIONAL ASX INFORMATION
The additional information dated 29 March 2021 is required by the ASX Limited Listing Rules and is not disclosed
elsewhere in this report.
Distribution of Shareholders
Numbers
Percentage
1 - 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
118
355
192
452
120
0.01%
0.49%
0.64%
6.18%
92.67%
TOTAL
1,237
100.00%
There were 177 holders of less than marketable parcel of ordinary shares.
Twenty Largest Shareholders
Shareholder
Number of Shares
Percentage
CITICORP NOMINEES PTY LIMITED
49,323,192
22.40%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
35,691,255
16.21%
EYEON INVESTMENTS PTY LTD
15,522,071
7.05%
COPULOS SUPERANNUATION PTY LTD
11,381,250
5.17%
BNP PARIBAS NOMINEES PTY LTD
11,212,312
5.09%
WESTPARK OPERATIONS PTY LTD
9,050,000
4.11%
SUPERMAX PTY LTD
7,491,262
3.40%
SPACETIME PTY LTD
5,442,990
2.47%
KAOS INVESTMENTS PTY LIMITED
4,475,000
2.03%
FARJOY PTY LTD
3,774,668
1.71%
ARC RESOURCES PTY LTD
2,812,500
1.28%
CHRIKIM PTY LTD
2,686,833
1.22%
GUTHRIE CAD/GIS SOFTWARE PTY LTD
2,250,000
1.02%
CONSTANTINOU EQUITIES PTY LTD
1,812,500
0.82%
SHAYDEN NOMINEES PTY LTD
1,718,421
0.78%
MR ANDREW LEHANE RICHARDS &
MRS KERRY SUZANNE RICHARDS
1,625,000
0.74%
CS THIRD NOMINEES PTY LIMITED
1,428,577
0.65%
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
1,346,989
0.61%
GUTHRIE CAD/GIS SOFTWARE PTY LTD
1,275,000
0.58%
TB HOLDINGS AUSTRALIA PTY LTD
1,207,291
0.55%
TOTAL
169,124,162
77.11%
Big River Gold Limited
Annual Report
31 December 2021
67
Substantial Shareholders
Shareholder
Number of Shares
Dundee Corporation
42,500,000
Copulos Group
41,062,073
SG Hiscock & Company
16,303,560
Quoted Options - ASX Code: BRVO (exercisable at $0.16, expiring 30 June 2022)
Holders
Percentage
1 - 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
67
34
13
74
27
0.12%
0.39%
0.46%
12.29%
86.75%
TOTAL
215
100.00%
There were 93 holders of less than marketable parcel of Options.
Twenty Largest Holders
Holder
Number of
Options
Percentage
COPULOS SUPERANNUATION PTY LTD
4,979,167
22.75%
SUPERMAX PTY LTD
3,437,500
15.71%
EYEON INVESTMENTS PTY LTD
2,906,371
13.28%
SPACETIME PTY LTD
1,145,834
5.24%
FIVE TALENTS LIMITED
947,677
4.33%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
900,399
4.11%
CHRIKIM PTY LTD
570,828
2.61%
SHAYDEN NOMINEES PTY LTD
444,445
2.03%
TEN TALENTS LIMITED
325,055
1.49%
MR DAVID ROGER GORMAN
325,000
1.49%
MR NICHOLAS NICHOLAS CARTER
266,431
1.22%
MR MICHAEL DAMIAN
258,391
1.18%
MR MICHAEL YUXUN KUANG
228,000
1.04%
BNP PARIBAS NOMINEES PTY LTD
212,445
0.97%
MABRA PTY LTD
208,334
0.95%
TB HOLDINGS AUSTRALIA PTY LTD
208,334
0.95%
MR CLEMENT FREDERICK DEVINE
200,000
0.91%
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
194,022
0.89%
MR GIJSBERTUS KOMMER
160,000
0.73%
MR ANTHONY JOHN VETTER &
MRS JEANNETTE VETTER
155,000
0.71%
TOTAL
18,073,233
82.58%
Big River Gold Limited
Annual Report
31 December 2021
68
Unquoted Options
At 29 March 2021, the following unquoted options were on issue:
Grant Date
Number on Issue
Exercise Price
Expiry Date
No. of Holders
28 January 2021
3,060,000
$0.48
4 February 2024
3
Unquoted Option holdings greater than 20% in any class
Option Holder
Exercise Price
Expiry Date
Number
CIRCUMFERENCE CAPITAL CT PTY
$0.48
4 February 2024
1,020,000
GOODMAN & COMPANY INVESTMENT
COUNSEL INC
$0.48
4 February 2024
1,020,000
JETT CAPITAL ADVISORS HOLDINGS LLC
$0.48
4 February 2024
1,020,000
Voting Rights
The voting rights attaching to each class of securities are set our below:
a)
Ordinary Shares: On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each shares shall have one vote.
b)
Options: No voting rights
On-market buy back
There is currently no on-market buy back program for any of the Company’s securities.
Stock Exchange Listing
Big River Gold Limited’s ordinary shares are quoted on ASX Limited. The home exchange is Perth.
Big River Gold Limited
Annual Report
31 December 2021
69
Schedule of Mining Tenements
Location
Description
Ownership
Borborema
805.049/1977
100%
Borborema
840.149/1980
100%
Borborema
840.152/1980
100%
Borborema
948.262/2014
100%
Mara Rosa
860.957/2012
100%
Mara Rosa
860.958/2012
100%
Mara Rosa
860.959/2012
100%
Seridó
846.502/2011
100%
Seridó
846.503/2011
100%
Seridó
846.504/2011
100%
Seridó
846.505/2011
100%
Seridó
846.131/2012
100%
Seridó
846.313/2012
100%
Seridó
846.506/2011
100%
Seridó
846.604/2011
100%
Seridó
846.635/2011
100%
Seridó
846.637/2011
100%
Seridó
846.638/2011
100%
Seridó
846.639/2011
100%
Seridó
846.640/2011
100%
Seridó
846.643/2011
100%
Seridó
846.644/2011
100%
Seridó
846.651/2011
100%
Seridó
846.654/2011
100%
Seridó
848.007/2015
100%
Seridó
846.124/2018
100%
Seridó
848.029/2019
100%
Seridó
848.055/2015
100%
Seridó
848.281/2014
100%
Seridó
846.130/2012
100%
Seridó
846.158/2011
100%
Seridó
846.227/2011
100%
Seridó
846.316/2012
100%
Seridó
848.052/2021
100%
Seridó
848.053/2021
100%
Seridó
848.208/2016
100%
Seridó
848.011/2015
100%
Seridó
848.093/2013
100%
BIG RIVER GOLD LIMITED
ABN 94 106 641 963
Ground Floor
25 Richardson Street
West Perth WA 6005
Telephone: +61 8 6400 6000
www.bigrivergold.com.au