ABN 44 100 727 491
Annual Report
30 June 2024
Contents
Corporate Directory
1
Chairman’s Letter to Shareholders
2
Directors’ Report
3
Remuneration Report
34
Auditor’s Independence Declaration
44
Consolidated Statement of Profit or Loss and Other Comprehensive Income
45
Consolidated Statement of Financial Position
46
Consolidated Statement of Changes in Equity
47
Consolidated Statement of Cash Flows
48
Notes to the Consolidated Financial Statements
49
Consolidated Entity Disclosure Statement
94
Directors' Declaration
95
Independent Auditor’s Report
96
Corporate Governance Statement
104
ASX Additional Information
105
- 1 -
CORPORATE DIRECTORY
Brightstar Resources Limited
ABN 44 100 727 491
Incorporated in Australia
DIRECTORS
Mr Richard Crookes
Mr Alexander Rovira
Non-Executive Chairman
Managing Director
Mr Andrew Rich
Executive Director - Operations
Mr Jonathan Downes
Non-Executive Director
Mr Ashley Fraser
Non-Executive Director
COMPANY SECRETARY
Mr Benjamin Smith
Joint Company Secretary
Mr Luke Wang
Joint Company Secretary
PRINCIPAL REGISTERED OFFICE IN AUSTRALIA
Level 2, 36 Rowland Street
Subiaco WA 6008
Tel: +61 8 9481 0389
Fax: +61 8 9463 6103
Email: info@brightstarresources.com.au
Website: www.brightstarresources.com.au
SHARE REGISTER
Computershare Investor Services Pty Limited
Level 17, 221 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9323 2000
Facsimile: +61 8 9323 2033
AUDITORS
Pitcher Partners BA&A Pty Ltd
Level 11, 12-14 The Esplanade
Perth WA 6000
ASX CODE
BTR
- 2 -
CHAIRMAN’S LETTER TO SHAREHOLDERS
Dear Shareholders,
Although only joining the Company officially at the end of May 2024, I am delighted to be able to report on yet another
exciting and transformational year for Brightstar Resources, with a multitude of value-creating activities and corporate
transactions completed during the year, reflecting a high level of action and energy displayed by your executive team,
which has continued post year-end.
Led by Managing Director Alex Rovira, and against a background of continuing strength in the gold price, Brightstar has
evolved from a junior exploration company into a gold producer from multiple sites, with a pipeline of low-capex, long-life
projects to be developed.
The key highlights for the year are included in the Directors’ Report, however I’d just like to touch on a couple of the key
milestones.
A highlight for Brightstar was to realise significant positive cashflow from the Selkirk Mining Joint Venture (with BML
Ventures Pty Ltd) at the Menzies Gold Project. The maiden gold pour occurred in March 2024 from the toll-milling of the
Selkirk ore at the Gwalia processing plant owned by Genesis Minerals. The toll-milling exercise generated over $6 million
in free cashflow for Brightstar, which coupled with over $20 million raised across three capital raisings, comfortably
supported all the exploration and corporate activities completed during the year. The strengthening share register is
pleasing to note as the increase in institutional ownership of the Company represents a maturing of the Company’s
ownership.
The acquisition of Linden Gold Alliance Limited significantly boosted the near-term cashflow potential for Brightstar, with
the addition of the operating Second Fortune underground gold mine and the development-ready Jasper Hills project
representing a strong pipeline of organic growth for near-term, low capex production opportunities.
With the recently announced transaction to acquire and consolidate an exciting tenement package in the Sandstone district,
the Company is now primed to sit with three 100%-owned potential production hubs containing over 3 million ounces of
gold across the renowned Menzies, Laverton and Sandstone gold belts in Western Australia. It is notable that the majority
of the defined and published JORC-compliant mineral resources lie on granted ML’s, which can be potentially mined with
modest lead-times and reduced permitting risk.
Moving rapidly to production and exponentially growing the size of the Company will require board & management to adapt
and be proactive to the change in risk profile. Our key focus will be to provide the governance framework and strategic
guidance to support this growth and to create value for all stakeholders. The board will endeavour to support the executive
team in the areas of Finance, Operations, ESG and Growth by ensuring the appropriate risk management framework is in
place to best position Brightstar as it grows its operations.
As we move forward to develop our assets, we remain committed to transparency and accountability in our sustainability
efforts and to social value creation. We invite all our stakeholders to join us on this journey towards ensuring our legacy is
positive and long lasting.
Finally, I would like to thank my fellow directors, the Brightstar team and our contractors and consultants for all their hard
work this year. I would also like to express our appreciation to our shareholders for their continued support and confidence
that Brightstar will deliver long term shareholder value.
Sincerely,
Richard Crookes
Chairman
27 September 2024
- 3 -
DIRECTORS’ REPORT
The directors present their report together with the financial report of the consolidated entity consisting of Brightstar
Resources Limited (“BTR”, “Brightstar” or “Company”) and its controlled entities (the Group) for the financial year ended
30 June 2024, and independent audit report thereon.
DIRECTORS
The names of directors who held office during or since the end of the year and until the date of this report are as follows.
Directors were in office for this entire period unless otherwise stated.
Name, qualifications and
independence status
Experience, special responsibilities and other directorships
Mr Richard Crookes
BSc (Geology), Grad Dip Applied
Finance, MAusIMM, FFINSIA and
MAICD
Non-Executive Chairman
Appointed 31 May 2024
Mr Crookes has over 35 years’ experience in the resources and
investments industries. He is a geologist by training having previously
worked as the Chief Geologist and Mining Manager of Ernest Henry Mining
in Australia.
Mr Crookes is Managing Partner of Lionhead Resources (a Critical
Minerals Investment Fund) and formerly an Investment Director at EMR
Capital. Prior to that he was an Executive Director in Macquarie Bank’s
Metals Energy Capital (MEC) division where he managed all aspects of the
bank’s principal investments in mining and metals companies.
Other current ASX directorships:
Black Rock Mining Ltd (since October 2017), and
Vital Metals Ltd (since August 2022)
Former ASX directorships in the last three years:
Lithium Power International Ltd (resigned March 2024),
Barton Gold Holdings Ltd (resigned May 2022), and
Highfield Resources Ltd (resigned March 2022)
Mr Alexander Rovira
BSc (Geol), BCom (CorpFin)
GradDipAppFin
Managing Director
Mr Rovira is an experienced corporate finance and geology professional.
Prior to joining the Company Mr Rovira worked as an investment banker for
nine years, focusing on the metals and mining sector.
Other current ASX directorships: None
Former ASX directorships in the last three years: None
Mr Andrew Rich
B. Eng (Mining)
Executive Director - Operations
Appointed 31 May 2024
Mr Rich was the Managing Director of Linden Gold Alliance Limited
(Linden) leading Linden’s business across mining and corporate functions.
He has 14 years’ experience as a mining engineer and underground
manager across gold and nickel. He successfully led the delivery of three
underground mining projects through construction into production at
Westgold Resources Ltd, Ramelius Resources Ltd and Linden.
Other current ASX directorships: Javelin Minerals Limited (since 6
August 2024)
Former ASX directorships in the last three years: None
- 4 -
DIRECTORS’ REPORT
DIRECTORS (CONTINUED)
Mr Jonathan Downes
BSc Geol, MAIG
Non-Executive Director
Mr Downes has over 25 years’ experience in the minerals industry and has
worked in various geological and corporate capacities. Experienced with
nickel, gold and base metals, he has also been intimately involved with the
exploration process, development through to production.
Other current ASX directorships:
Kaiser Reef Limited (since September 2019),
Cazaly Resources Ltd (since November 2021)
Former ASX directorships in the last three years:
Corazon Mining Limited (resigned September 2023) and
Galena Mining Limited (resigned October 2021)
Mr Ashley Fraser
B. Eng (Mining)
Non-Executive Director
Appointed 31 May 2024
Mr Fraser is an experienced mining and heavy industries executive with
over 30 years of mining engineering, operational and executive experience
in gold, copper, manganese and coal. He was the Executive Chairman of
Linden and founder of Orionstone Holdings Limited (now Emeco Holdings
Limited) and Blue Cap Mining (mining services and development company)
and Blue Capital Equities Pty Ltd as trustee for Blue Capital Trust No.2
(resources and private equity fund).
Other current ASX directorships: None
Former ASX directorships in the last three years: None
Mr Gregory Bittar
B. Econ, B. Law (Hons), MFin
Non-Executive Chairman
Resigned 31 May 2024
Mr Bittar has extensive experience in public and private markets mergers
and acquisitions, capital markets and strategic advisory assignments
across a range of sectors including general industries, metals and mining,
mining services and energy. Mr Bittar has worked for Bankers Trust, Baring
Brothers Burrows and with Morgan Stanley in London, Melbourne and
Sydney.
Other current ASX directorships:
Horizon Oil Limited (since March 2017)
Former ASX directorships in the last three years:
None
Mr Josh Hunt
LLB, BCom
Non-Executive Director
Resigned 31 May 2024
Josh Hunt is an experienced capital markets and M&A lawyer and has
extensive experience in all aspects of mining and energy project
acquisitions and disposals and general mining legislation compliance
throughout Australia. He has advised on numerous IPOs, fundraisings, and
acquisitions by both public and private companies on the ASX and
internationally. Mr Hunt assists the BTR board with corporate governance,
company law and capital market management going forward.
Other current ASX directorships:
Synergy Group Limited (since May 2022)
Former ASX directorships in the last three years:
None
Mr Tony Lau
FCPA(HK)
Non-Executive Director
Resigned 31 October 2023
Mr Lau has over 20 years of audit, accounting, and corporate finance
experience. He worked in PricewaterhouseCoopers in Hong Kong for 12
years and thereafter held a senior finance executive for a number of PRC
Groups in Hong Kong. He had extensive exposures in working on complex
projects including overseas mergers, acquisitions, and IPOs.
Other current ASX directorships:
None
Former ASX directorships in the last three years:
None
- 5 -
DIRECTORS’ REPORT
JOINT COMPANY SECRETARYS
Benjamin Smith
Joint Company Secretary
Mr Smith is a Chartered Accountant and has over ten years’ experience in finance, accounting and corporate advisory. His
experience includes three years at BHP’s Nickel West, and five years auditing ASX listed companies prior to that. More
recently he is serving as Company Secretary for ASX listed company Rubix Resources Limited and Estrella Resources
Limited.
Luke Wang
Joint Company Secretary
Mr Wang is a Certified Practising Accountant. He holds a Master of Professional Accounting and Postgraduate Diploma in
Taxation from the Curtin University. Mr Wang joined the Company in 2012. In addition to his role as Company Secretary,
he is Financial Controller of the Company overseeing financial and administration activities.
DIRECTORS MEETINGS
The number of Board meetings attended by each Director of the Company during the financial year are:
Director
Meetings attended
Eligible to attend
Richard Crookes
2
2
Alex Rovira
10
10
Andrew Rich
2
2
Jonathan Downes
9
10
Ashley Fraser
2
2
Gregory Bittar
8
8
Josh Hunt
8
8
Tony Lau
1
1
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year were mineral exploration, development and mining.
- 6 -
DIRECTORS’ REPORT
REVIEW OF OPERATIONS
Key Highlights
•
Completion of the merger with Linden Gold Alliance Limited1,2 (Linden) transitioning the Company into an
emerging gold producer and near-term developer with a post-merger combined +1.45Moz of gold JORC 2012
Mineral Resources. As part of the Linden acquisition, the Company completed a Scoping Study into the
development of Linden’s Jasper Hills Gold Project that illustrated compelling financial outcomes.
•
Completion of the Menzies and Laverton Gold Project Mine Restart Study3 in September 2023 for the
development of the 100% owned Menzies and Laverton Gold Projects, with Feasibility Study workstreams
commenced following positive outcomes from the Mine Restart Study.
•
Commencement of a +30,000m reverse circulation (RC) and diamond (DD) drilling campaign in May 20244 across
the Company’s portfolio of assets, targeting resource upgrades and extensions in conjunction with Feasibility
Study workstreams. Additional related studies included an independent valuation of the Company’s mill and
associated site infrastructure for $60.9 million5.
•
Completion of successful mining campaign at the Company’s Menzies Gold Project6, with ore mined from the
Selkirk Mining JV and processed at Genesis Minerals’ Gwalia Gold Mine, resulting in net cash receipts of $6.5
million to Brightstar (Brightstar’s 50% profit share) during the financial year.
•
Declaration of two maiden Mineral Resource Estimates at the Menzies Gold Project, including the shallow Link
Zone deposit of 21koz @ 1.1g/t Au7 and the Aspacia deposit of 70koz @ 1.6g/t Au8, realising a ~20% increase in
JORC Mineral Resources at Menzies under the Company’s ownership since completion of the Kingwest
Resources acquisition in 2023.
•
Diamond drilling results completed during the year at Cork Tree Well in the Company’s Laverton Gold Project,
targeting pit shells generated during the Mine Restart Study, returned high-grade intercepts including 27m @
17.8g/t Au9,10.
•
Execution of a binding Earn-In Agreement11 with DevEx Resources Limited (DevEx) in July 2023 giving the
opportunity to earn up to a 75% interest in the non-gold mineral rights associated with exploration licences
E29/0966 and E29/0996.
•
Execution of a tenement swap12 with Ardea Resources Limited (Ardea) to rationalise the Company’s portfolio
across Menzies streamlining the pathway towards a restart for gold production
- 7 -
DIRECTORS’ REPORT
Exploration
During the financial year the Company released two maiden Mineral Resource estimates at the Menzies Gold Project.
Reverse Circulation drilling programs were completed at Lady Shenton System, Aspacia and Link Zone (Menzies Gold
Project), with RC, Diamond and regional aircore programs completed at the Cork Tree Well deposit9,10,13,14,15 (Laverton
Gold Project).
MENZIES GOLD PROJECT
Aspacia Drilling and Maiden Resource Estimate8,16,17,18,19
Two RC drilling campaigns were completed at Aspacia (Figure 1) during the financial year with best intercepts returned
including:
•
MGPRC020: 1m @ 39.58 g/t Au from 56m
•
MGPRC025: 1m @ 16.16g/t Au, within 4m @ 4.79g/t Au from 112m
•
MGPRC025: 1m @ 6.85g/t Au, within 4m @ 2.45g/t Au from 96m
•
MGPRC078: 1m @ 13.91g/t Au from 60m
•
MGPRC086: 1m @ 13.03g/t Au from 84m
•
MGPRC014: 1m @ 12.12g/t Au from 113m
Figure 1 - Plan view of Aspacia drill collars and interpreted surface lode expressions
- 8 -
DIRECTORS’ REPORT
Exploration (continued)
The drilling programs were used to complete the April 2024 maiden Mineral Resource Estimate (MRE) for Aspacia with a
JORC2012- compliant MRE of 1.37 Mt @ 1.6 g/t Au for 70koz Au at a 0.5g/t Au cut-off grade was reported. Within this
resource, there is a high-grade subset of 290kt @ 3.72g/t Au for ~35koz utilising a 2.0g/t Au cut-off which is considered to
be a typical economic cut-off for conventional WA goldfields underground operations.
Future work at Aspacia will include broader exploration programs within a 500m radius of Aspacia, targeting previously
mined deposits including the First Hit mine and other historic workings. Additional drilling will also target selected areas to
upgrade the JORC Mineral Resource confidence into Indicated classification, along with extensional drilling to continue to
grow the resource at depth and along strike.
Figure 2 - Aspacia Headframe with RC drill in background (July 2023) looking South
Link Zone Drilling and Maiden Resource Estimate 7,18,19,20,21,22
Over the financial year, several drilling campaigns were conducted at the Link Zone within the Menzies Gold Project. A
total of 104 RC holes were drilling totalling 7,389 metres. Best intercepts from the 2023 drilling programs (Figure 3) include:
•
1m @ 13.95 g/t Au from 45m (MGPRC036)
•
4m @ 3.21 g/t Au from 40m (MGPRC034)
•
3m @ 4.29 g/t Au from 45m (MGPRC037)
•
4m @ 1.99 g/t Au from 54m (MGPRC038)
- 9 -
DIRECTORS’ REPORT
Exploration (continued)
Figure 3 - Link Zone showing locations of Westralian Menzies (west), Merriyulah (centre) and Golden Dicks
(east)
In late 2023, Brightstar announced a maiden JORC Mineral Resource Estimate at the Link Zone of 21koz @ 1.1g/t Au
(Table 1) from shallow, near surface material. The Link Zone is located ~1km south of the 287koz Au Lady Shenton System
and ~1km north of the 43koz Au Lady Harriet System at the Menzies Gold Project.
Table 1 - Link Zone Resource Table Summary (November 2023)
Location
Measured
Indicated
Inferred
Total
Au
Cut-
off
(g/t)
Kt
g/t Au
Koz
Kt
g/t Au
Koz
Kt
g/t Au
Koz
Kt
g/t Au
Koz
Golden
Dicks
0.5
-
-
-
82
1.15
3
146
1.06
5
228
1.09
8
Merriyulah
0.5
-
-
-
37
1.20
1
166
1.24
7
202
1.23
8
Westralian
Menzies
0.5
-
-
-
26
1.23
1
159
0.82
4
185
0.88
5
Total – Link Zone
-
-
-
145
1.17
5
470
1.04
16
615
1.07
21
Note some rounding discrepancies may occur
- 10 -
DIRECTORS’ REPORT
Exploration (continued)
A further two RC programs were completed in 2024 with significant intercepts including:
•
1m @ 54.77g/t Au from 10m (MGPRC049)
•
7m @ 3.09g/t Au from 84m (MGPRC050)
•
2m @ 4.46g/t Au from 6m (MGPRC059)
•
9m @ 4.4 g/t Au from 18m, including 1m @ 29.1 g/t Au from 18m (LZRC24029)
•
18m @ 1.2 g/t Au from 4m (LZRC24011)
•
9m @ 1.7 g/t Au from 23m (LZRC24013)
•
5m @ 2.0 g/t Au from 2m, and 4m @ 2.4 g/t Au from 14m (LZRC24021)
•
5m @ 1.3 g/t Au from 28m, and 1m @ 3.5 g/t Au from 37m (LZRC24004)
•
1m @ 20.2 g/t Au from 16m (LZRC24016)
The program was designed to both infill and extend known boundaries of mineralisation with the intent of advancing it
towards potential near-term mining opportunities. The shallow gold results at the Link Zone, as illustrated in Figures 4 and
5, continue to illustrate the potential for a modest scale mining operation to generate working capital to organically fund
exploration and development activities ahead of the envisaged larger scale development of Brightstar’s Menzies and
Laverton Gold Projects.
Figure 4 - Cross Section of Golden Dicks deposit, highlighting shallow nature of mineralisation
- 11 -
DIRECTORS’ REPORT
Exploration (continued)
Figure 5 - Cross Section of Merriyulah deposit, showing stacked lodes against $3,000/oz conceptual pit shell
On-going assessment and approvals for a small-scale mining campaign at the Link Zone are continuing, with a small
diamond hole program being planned at the end of the reporting year. This diamond core material is intended to be utilized
and assessed for geotechnical and metallurgical test work being conducted in parallel with mining studies.
Lady Irene RC Drilling Assays18
RC Drilling results at the Lady Irene deposit (drilled during the previous financial year) were reported during this reporting
year, with a maximum intercept of 1m @ 17.12g/t Au from 124m received in MGPRC002, with MGPRC009 returning a
broad intercept of 8m @ 4.09g/t Au including 1m @ 16.57g/t Au from 143m.
During the RC program, drilling conditions encountered a highly sheared mafic-ultramafic contact with variable quartz
veining within and along the Menzies Shear Zone, which is a different mineralisation style to the deposits near and south
of Menzies (Figure 6).
- 12 -
DIRECTORS’ REPORT
Exploration (continued)
Figure 6 - Plan View of Menzies Northern Tenements and resources
Figure 7 - Long Section of Lady Irene showing reported results (MGPRC002, MGPRC009)
- 13 -
DIRECTORS’ REPORT
LAVERTON GOLD PROJECT
Cork Tree Well Drilling9,10,13,14
Over the past year, a total of 142 holes were drilled at the Cork Tree Well Project totalling 6,660 metres. A program of 20
diamond holes were additionally drilled at the Cork Tree Well Deposit (M38/346) totalling 2,085 metres (Figure 8). The
holes were drilled for metallurgical and geotechnical test work purposes, with several significant high-grade gold intercepts
returned including;
•
CTWMET003: 27.6m @ 17.77 g/t Au from 51m
•
CTWMET001: 11.4m @ 3.1g/t Au from 133.5m, and 8.3m @ 1.45g/t Au from 120.7m
•
CTWMET004: 34.4m @ 7.94g/t Au from 43.5m
•
CTWGT007: 8.2m @ 1.67 g/t Au from 103.0m
•
CTWGT008: 8.4m @ 3.97 g/t Au from 161.65m
Figure 8 - Collar plan for the Cork Tree Well Diamond Drilling program
- 14 -
DIRECTORS’ REPORT
LAVERTON GOLD PROJECT(CONTINUED)
The intercepts in hole CTWMET001 and CTWMET002 were returned from below the historical shallow open pits. The
results from this drilling have increased the Company’s understanding of the geology and mineralisation styles. These
results reinforce the view that the gold mineralisation at Cork Tree Well is structurally hosted, with a mafic metadolerite
host rock observed in CTWMET003 and CTWMET004 contrasting to the sedimentary rock units hosting gold mineralisation
within CTWMET001 and CTWMET002 with representative cross-sections shown in Figures 9 and 10.
Figure 9 - Cross section A-A’ showing the intercept in CTWMET001 below the historic open pit (Figure 8)
- 15 -
DIRECTORS’ REPORT
LAVERTON GOLD PROJECT (CONTINUED)
Figure 10 - Cross section B-B’ showing the intercept in CTWMET003 within the unmined Delta deposit (Figure 8)
A nine hole, +2,000m RC drilling program was completed at the Cork Tree Well Deposit in August 2023, which returned
numerous high-grade hits including:
•
1m @ 109.6g/t Au from 167m and 3m @ 8.7g/t Au from 197m (BTRRC224)
•
18m @ 2.75g/t Au from 83m (BTRRC225)
•
9m @ 3.05g/t Au from 203m (BTRRC229)
•
13m @ 1.24g/t Au from 156m (BTRRC232)
A 2,500m regional aircore program was drilled to the north of the existing mineral resource estimate at Cork Tree Well in
order to delineate target areas for further drill testing for resource growth.
Results indicate that the prospective horizons that host gold mineralisation at Cork Tree Well are present for a further
1.5km of strike length to the north of M38/346, indicating a compelling extensional drill target. The current Cork Tree Well
Mineral Resource Estimate of 303koz @ 1.4g/t Au is open at depth and now along strike, representing significant potential
for resource extensions (Figures 9, 10 & Figure 11).
- 16 -
DIRECTORS’ REPORT
LAVERTON GOLD PROJECT (CONTINUED)
Figure 11 - Plan view of Cork Tree Well collar locations and section lines (refer Figures 11,12)
- 17 -
DIRECTORS’ REPORT
LAVERTON GOLD PROJECT (CONTINUED)
Figure 12 - Cross section of A-A' of BTRRC224 (looking north)
Figure 13 - Long section of BTRRC225 and BTRRC226 (looking east)
- 18 -
DIRECTORS’ REPORT
Operations
Selkirk Mining Joint Venture16
In November 2023 the Company mined first ore at Selkirk under the previously announced mining joint venture (JV) with
BML Ventures Pty Ltd. The mining campaign was successfully completed during February 2024 with over 35,000 tonnes
of ore mined and hauled to Genesis Minerals’ (ASX: GMD) Gwalia processing plant. Toll treatment of the ore by Genesis
was completed in March 2024 and gold pours finalised in late March 2024 (Figure 12) with a total of 430.7kg of gold doré
poured during the processing campaign.
The JV concluded production reconciliations with Genesis during April 2024 and finalised all costs associated with the JV.
Total reconciled and recovered precious metals production attributable to the JV were 7,468oz Au and 5,651oz Ag resulting
in revenue of $24.9 million. Net profit attributable to the JV of $13.02 million (after JV costs) was split between the JV
parties with Brightstar’s 50% share of $6.5 million received in May 2024.
Figure 14 - Shipment 2: Gold doré bars BTR005 – BTR016 (poured on 9/3/24) and BTR017 – BTR028 (poured 12/3/24)
Second Fortune Gold Mine23
The Company acquired the Second Fortune Gold Mine in early June 2024 as part of the Linden acquisition. The Second
Fortune mine recommenced stoping activities in April 2024, with targeted production rates ramping-up towards previous
mining run rates. This ramp up of mining operations was a result of Linden transitioning towards being an owner-operator
during the 1H CY2024, which saw Linden internally resourcing all the mining equipment, operators and technical services
staff to operate the Second Fortune mine.
During the June 2024 Quarter, Linden completed 312.3 metres of decline and capital development, and 279 metres of ore
drive development.
Total ore tonnes mined for the June 2024 Quarter was 8,905t @ 3.2g/t Au. This ore and existing ROM stocks were
transported to Genesis Minerals’ Gwalia processing plant for processing during the June 2024 Quarter under a prior Linden
Ore Purchase Agreement (OPA). In total, 10,562t @ 3.02g/t Au (unreconciled) was processed and recovered under the
OPA in the June 2024 Quarter.
The Second Fortune mine maintains a well-established geological control and reconciliation practice for its ore drive
development. Face sampling taken during the June 2024 Quarter as part of geological controls taken from the 1085 Main
Lode North drive returned significant gram-metre (g/m) vein intercepts as shown in Figure 13 which include:
•
1085-ML-N-17: 0.30m @ 40.90g/t Au (12.3g/m)
•
1085-ML-N-18: 0.35m @ 31.65g/t Au (11.0g/m)
•
1085-ML-N-20: 0.40m @ 45.21g/t Au (18.0g/m)
•
1085-ML-N-21: 0.45m @ 41.31g/t Au (18.6g/m)
•
1085-ML-N-22: 0.30m @ 32.48g/t Au (9.7g/m)
•
These face samples located in the northern section of the orebody highlight the high-grade nature of the
Second Fortune Main Lode vein.
- 19 -
DIRECTORS’ REPORT
Operations (continued)
The Company is investing into the future of the Second Fortune mine, with surface and underground drilling to enable
increased ore body knowledge and geological controls, which will support improved mine planning and operations over
the medium-longer term.
Figure 15 - Recent face samples from the Second Fortune Mine 1085 Main Lode North
- 20 -
DIRECTORS’ REPORT
Studies
Completion of the Laverton and Menzies Gold Project Mine Restart Study in September 2023 assisted with the PFS
workstreams that took place during the financial year. In July 2024 the Company announced its decision to upgrade the
PFS study to a Definitive Feasibility Study (DFS).
Laverton and Menzies Gold Project Mine Restart Study3
A positive mine restart study was completed in September 2023 for the development of the 100% owned Menzies and
Laverton Gold Projects. Highlights from the study include:
•
Initial mine production target of approximately 5.28Mt @ 2.00g/t Au for 322,617 oz over approximately 8 years.
•
Average recovered ounces of +45koz pa in first five years, with average LOM production of ~40kozpa and
strong potential to increase production profile and mine life.
•
The staged mine plan provides early cashflow from the Menzies Gold Project to organically fund the restart of the
Laverton Gold Project
•
Total project pre-production capital of approximately $22 million
•
Rapid restart with first Menzies gold within six months of mining commencement and first Laverton gold within
nine months from the commencement of processing plant upgrades
•
Study highlights robust financials and a competitive cost profile utilising conservative pricing assumptions and
current cost environment:
o
Net Present Value (unlevered, pre-tax, 8%) of approximately A$103 million using a gold price of
A$2,900/oz
o
Pre-tax internal rate of return (IRR) of approximately 79%
o
NPV8 (at September 2023 spot gold price of A$3,000/oz) of approximately A$128m and IRR of
approximately 106%
o
Payback period of approximately 1.5 years, underpinned by 70% of material processed being
Measured and Indicated Mineral Resources
o
All-In Sustaining Costs (AISC) of approximately A$2,041/oz
•
Strong returns on investment driven by low capital start-up metrics delivers a readily fundable project
development:
o
NPV / Capex ratio of approximately 4.6x
o
Capital Intensity of A$559/oz (pre-production capital divided by annual gold production)
Jasper Hills Scoping Study24
In March 2024 the Company completed the Scoping Study relating to the development of the Jasper Hills Gold Project
(Jasper Hills). Jasper Hills was acquired by Brightstar as part of the Linden acquisition. Jasper Hills is located only 50km
SE of Brightstar’s processing infrastructure and is well placed to support Brightstar’s ambition of becoming a meaningful
WA gold producer. The main activities included in the study were open pit mining at the Lord Byron deposit, shallow
underground mining of the Fish Deposit and offsite haulage and toll treatment of the Jasper Hills gold ore at regional third-
party processing facilities.
Highlights of the Scoping Study include:
•
Initial mine production target of 2.4Mt @ 1.84g/t Au for 141,958 oz to be mined over approximately 3.75 years.
•
Average recovered ounces of ~35koz pa, with strong potential to increase production profile and mine life
•
Total project pre-production capital costs of approximately $12.0 million
•
Rapid restart with first gold within six months of final investment decision
•
Study highlights robust financials and a competitive cost profile utilising conservative pricing assumptions and
current cost environment:
o
Net Present Value (unlevered, pre-tax 8%) of approximately $99.0 million using a gold price of
A$3,000/oz
o
Pre-tax internal rate of return (IRR) of approximately 736%
o
Payback period of approximately 9 months, with this period underpinned by 100% of material
processed being Measure and Indicated classified ounces
o
All-In Sustaining Costs (AISC) of approximately $1,972/oz
•
The JORC Resources contained within the mine plan for the first year are 99% Measured & Indicated classification
(Figure )
•
Rapid commencement and generation of cashflow is possible, with first gold within six weeks of mining due to
utilisation of third-party processing facilities in the Laverton region
- 21 -
DIRECTORS’ REPORT
Studies (continued)
The Jasper Hills study focused on delivering high quality outcomes at a low upfront capital cost. The following presents
upside to the financial outcomes:
•
Only 48% of the current Mineral Resource Estimate is included in the mining production target of the Jasper Hills
study, providing additional opportunities to extend project life and increase the LOM production target rate
•
Meaningful reductions in ore haulage and processing costs could be achieved with a larger scale upgraded
Brightstar processing plant
•
Further infill and extensional exploration to increase near surface resource size, grade and confidence
classification that can optimise into future mine plans
•
Underground resource growth: Fish Mineral Resource remains open down dip. The current mine plan is down to
~150m vertical depth and only mines the Indicated classification of Mineral Resource
•
The Company’s Laverton tenure is largely untested by historic exploration. Regional deposits have the potential
to contribute to longer term mining material
Figure 16 - Jasper Hills Mining production (tonnes) by JORC Resource Category
Processing Plant Valuation5
As part of ongoing feasibility study work the Company progressed with workstreams regarding the refurbishment and
expansion of the Company’s Processing Plant (Figure 17) to support further potential increased throughput and
consequential increased annual production profile from its Laverton operations. As part of these works, the Company
commissioned an independent valuation of the mill and associated site infrastructure. The purpose of this report was to
inform the appropriate level of insurance cover to protect these strategic assets while the Company continues its regional
development and assessment of potential options to commence accelerated production operations. This report has valued
the Processing Plant and associated infrastructure at $60.9 million on an “as new” replacement value basis.
- 22 -
DIRECTORS’ REPORT
Studies (continued)
Figure 17 - Brightstar Processing Plant looking southeast
Corporate
Linden Gold Merger1,2
Linden is a gold producer, developer and explorer with existing mineral resources of 350koz @ 2.1g/t Au located near
Brightstar’s existing processing infrastructure in the Laverton district.
On 25 March 2024 the Company announced a takeover offer to acquire Linden via an unanimously recommended off-
market scrip takeover offer (Offer). Linden security holders were offered 6.9 Brightstar shares for every 1 Linden share
held and 6.9 Brightstar options for every 1 Linden option held, equating to an implied Offer price of 11.04 cents per share.
On 28 May 2024 the Company announced the exercise of its right to acquire the remaining Linden Shares and Linden
Options following acquisition of a relevant interest in more than 90% of all Linden Shares and 90% of all Linden Options
on issue and acquisition of more than 75% of the Linden Shares and 75% of the Linden Options under the Offer.
The Offer closed on 30 May 2024 with the Company acquiring a relevant interest in 96.75% Linden Shares and 96.81%
Linden Options. The compulsory acquisition process completed on 10 July 2024 whereby the Company acquired 100%
of Linden Shares and 100% of Linden Options.
The combination of Linden and Brightstar creates a gold producer and development company with a material resource
base supporting the Company’s strategy of becoming a mid-tier gold producer.
- 23 -
DIRECTORS’ REPORT
Corporate (continued)
Board Changes
Following the merger with Linden, highly regarded natural resources industry professional Richard Crookes joined the
Board of Directors as Non-Executive Chairman and Linden Directors Mr Rich and Mr Fraser were appointed as Executive
Director – Operations and Non-Executive Director respectively (effective 31 May 2024). Mr Hunt (Non-Executive Director)
and Mr Bittar (Non-Executive Chairman) resigned effective 31 May 2024.
Mr Lau resigned as a non-executive director during the year on 31 October 2023.
Earn-In Agreement with DevEx Resources11
During July 2023 the Company entered into a binding Earn-In Agreement (Agreement) with DevEx Resources Limited
(ASX:DEV) (DevEx) for DevEx to earn up to 75% in a the non-gold mineral rights associated with exploration licences
E29/0966 and E29/0996 of the Goongarrie Project. Under the terms of the Agreement DevEx is required to undertake an
electromagnetic survey using Superconducting Quantum Interference Device (SQUID) within a 12 month period, DevEx
may then elect to:
-
spend not less than $1 million within 2 years of the date of execution of the Agreement to earn a 51% interest in
the non-gold mineral rights (Stage 1 Earn-In); and
-
earn a further 24% interest in the non-gold mineral rights by spending at least an additional $2 million within a
further 2 years of earning its 51% (Stage 2 Earn-In).
If DevEx was to earn a 75% interest and either DevEx or Brightstar elect not to contribute to the resultant Joint Venture
costs in proportion to their respective interest, or make an election not to participate, then their interest will be diluted. If
an interest reduces to 10% or less the interest will immediately convert to a 1% net smelter royalty for the sale of any non-
gold minerals extracted, produced and sold from the tenements.
DevEx has identified a number of conductors of merit associated with the SQUID EM survey and plans to drill test these
targets in due course. DevEx has been successful in its co-operative funding application with the West Australia
Government for up to $180,000 towards the drilling.
During the financial year, DevEx provided notice to the Company that it has completed the option period activity being the
SQUID electromagnetic survey and intends to move to the Stage 1 Earn-In.
Tenement Swap with Ardea Resources12
In July 2023, the Company executed a binding term sheet with Ardea Resources Limited (ASX:ARL) (Ardea) for a
tenement swap of exploration tenure from the Menzies and Goongarrie Gold Projects in order to allow both companies
to advance the exploration and development of Brightstar’s Menzies Gold Project and Ardea’s Kalgoorlie Nickel Project
– Goongarrie Hub, respectively.
The transaction saw Brightstar swap a number of non-core tenements south of the Menzies Gold Project and at the
Goongarrie Project to Ardea, in order for Ardea to advance the Kalgoorlie Nickel Project – Goongarrie Hub. Importantly,
Brightstar retains all the gold rights to the exploration licences at the Goongarrie Project and is only transacting on the
non-gold rights and ability for Ardea to develop infrastructure on the southern half of E29/1062.
In return, Brightstar acquired ten (10) prospecting licences immediately adjacent or along strike to existing Brightstar
tenements in the Menzies Gold Project, in addition to the gold and lithium rights to exploration licence E29/981. The only
consideration payable in the transaction is the grant of a 2.0% net smelter return royalty payable on any Lithium extracted
and sold from E29/981. The tenement swap is in line with Brightstar’s objective of rationalising its portfolio across both
Menzies and Laverton to maintain its streamlined pathway towards a low capex restart for gold production.
- 24 -
DIRECTORS’ REPORT
Corporate (continued)
Capital Raising Activities
On 4 August 2023, the Company completed a Share Placement raising gross proceeds of $3.5 million (before costs) via
issue of approximately 318.2 million shares at $0.011 per share.
On 1 December 2023, the Company finalised a Share Placement to raise gross proceeds of $5 million (before costs) at
an issue price of $0.011 cents per share. The Share Placement was settled in two tranches. Tranche 1 of the placement
raised $4.5 million (before costs) via the issue of approximately 409.1 million shares on 1 December 2023 and Tranche
2 of the Placement raised $0.5 million (before costs) via the issue of approximately 45.5 million shares on 14 December
2023.
On 27 March 2024, the Company reported it had received firm commitments for a placement of new fully paid ordinary
shares in the Company at $0.014 per share to raise gross proceeds of $12 million (before costs). The Placement was
completed in two tranches. Tranche 1 of the Placement raised $7.5 million (before costs) via the issue of approximately
535.7 million shares and Tranche 2 raised $4.5 million (before costs) via the issue of approximately 321.4 million shares.
Cash Position
At the end of the financial year the Group had $7,961,484 (2023: $425,707) in cash and cash equivalents. The Group also
held processed gold bullion inventory with a market value of approximately $2,300,000. The Group’s capitalised
exploration, evaluation and development expenditure totalled $53,654,532 (2023: $38,007,348).
Subsequent to the end of the financial year, the Group completed a capital raising in August 2024 to raise $24 million via
a Share Placement of approximately 1.6 billion fully paid ordinary shares at an issue price of $0.015 per share raise gross
proceeds (before costs) of $24,000,000. The Share Placement was settled in two tranches. Tranche 1 of the Placement
raised $17.5 million (before costs) via the issue of approximately 1.17 billion shares in August 2024 at $0.015 per share.
Tranche 2 of the Placement raised $6.5 million (before costs) via the issue of approximately 433 million shares in
September 2024 at $0.015 per share.
References
1.
Refer Brightstar Resources announcement dated 25 March 2024 “Brightstar makes recommended takeover offer for Linden Gold Alliance
Limited”
2.
Refer Brightstar Resources announcement dated 3 June 2024 “Close of off-market Takeover bid for Linden Gold Alliance and Board
Updates”
3.
Refer Brightstar Resources announcement dated 6 September 2023 “Menzies and Laverton gold project mine restart study”
4.
Refer Brightstar Resources announcement dated 6 May 2024 “+30,000m program to commence across Brightstar’s enlarged 1.45Moz
Au portfolio”
5.
Refer Brightstar Resources announcement dated 10 October 2023 “BTR processing plant valued at over A$60m replacement cost”
6.
Refer Brightstar Resources announcement dated 21 March 2024 “Cashflow from Selkirk gold pours to materially exceed budget”
7.
Refer Brightstar Resources announcement dated 15 November 2023 “Maiden Link Zone Mineral Resource Estimate”
8.
Refer Brightstar Resources announcement dated 17 April 2024 “Aspacia Deposit records Maiden Mineral Resource at the Menzies Gold
Project”
9.
Refer Brightstar Resources announcement dated 27 February 2024 “Spectacular intercept of 27m @ 17.8g/t Au at Cork Tree Well”
10.
Refer Brightstar Resources announcement dated 17 April 2024 “Significant Gold Results up to 16g/t Au received from Cork Tree Well
Geotechnical Drilling”
11.
Refer Brightstar Resources announcement dated 25 July 2023 “Farm-in Joint Venture with Devex Resources for Non-Gold Rights at
Goongarrie”
12.
Refer Brightstar Resources announcement dated 17 July 2023 “Brightstar expands Menzies gold and lithium tenure in deal with Ardea Resources”
13.
Refer Brightstar Resources announcement dated 22 November 2023 “Cork Tree Well Aircore Drilling Extends Strike Length”
14.
Refer Brightstar Resources announcement dated 24 August 2023 “Cork Tree Well drilling delivers up to 109g/t Au”
15.
Refer Brightstar Resources announcement dated 13 February 2024 “Multiple High-Grade hits with visible gold intercepted at Cork Tree
Well”
16.
Refer Brightstar Resources announcement dated 8 August 2024 “Menzies drilling returns more high-grade gold intersections for immediate
follow-up”
17.
Refer Brightstar Resources announcement dated 12 February 2024 “Aspacia Deposit returns more high-grade gold over 600m of strike length
at Menzies”
18.
Refer Brightstar Resources announcement dated 19 July 2023 “High grades up to 39g/t Gold in Menzies Drilling”
19.
Refer Brightstar Resources announcement dated 8 August 2023 “More high-grade gold from Menzies Drilling”
20.
Refer Brightstar Resources announcement dated 22 January 2024 “Shallow high-grade gold at Link zone in Menzies”
21.
Refer Brightstar Resources announcement dated 22 May 2024 “First results returned from Link Zone Drilling confirm multiple shallow
stacked lodes”
22.
Refer Brightstar Resources announcement dated 3 June 2024 “Further Assay results from Link Zone confirms near-surface mineralisation
across multiple lodes”
23.
Refer Brightstar Resources announcement dated 7 May 2024 “Excellent Stope Performance as mining rates ramping up at Second
Fortune”
24.
Refer Brightstar Resources announcement dated 25 March 2024 “Compelling Scoping Study for Jasper Hills Gold Project”
- 25 -
DIRECTORS’ REPORT
BRIGHTSTAR GLOBAL RESOURCE AT 30 JUNE 2024
Location
Measured
Indicated
Inferred
Total
Au Cut-off
(g/t)
Kt
g/t Au
Koz
Kt
g/t Au
Koz
Kt
g/t Au
Koz
Kt
g/t Au
Koz
Alpha
0.5
623
1.6
33
374
2.1
25
455
3.3
48
1,452
2.3
106
Beta
0.5
345
1.7
19
576
1.6
29
961
1.7
54
1,882
1.7
102
Cork Tree Well
0.5
-
-
-
3,036
1.6
157
3,501
1.3
146
6,357
1.4
303
Lord Byron
0.5
453
1.8
26
1,141
1.6
58
2,929
1.7
160
4,523
1.7
244
Fish
0.6
26
7.7
6
149
5.8
28
51
4.3
7
226
5.7
41
Gilt Key
0.5
-
-
-
15
2.2
1
153
1.3
6
168
1.3
8
Second Fortune
(UG)
2.5
17
16.9
9
78
8.2
21
71
12.3
28
165
10.9
58
Total – Laverton
1,464
2.0
93
5,369
1.8
319
8,121
1.7
449
14,953
1.8
862
Lady Shenton
System
(Pericles, Lady
Shenton, Stirling)
0.5
-
-
-
2,770
1.3
119
4,200
1.3
171
6,970
1.2
287
Yunndaga
0.5
-
-
-
1,270
1.3
53
2,050
1.4
90
3,320
1.3
144
Yunndaga (UG)
2.0
-
-
-
-
-
-
110
3.3
12
110
3.3
12
Aspacia
0.5
-
-
-
137
1.7
7
1,238
1.6
62
1,375
1.6
70
Lady Harriet
System
(Warrior, Lady
Harriet, Bellenger)
0.5
-
-
-
520
1.3
22
590
1.1
21
1,110
1.2
43
Link Zone
0.5
-
-
-
145
1.2
6
470
1.0
16
615
1.1
21
Selkirk
0.5
-
-
-
30
6.3
6
140
1.2
5
170
2.1
12
Lady Irene
0.5
-
-
-
-
-
-
100
1.7
6
100
1.7
6
Total – Menzies
-
-
-
4,872
1.4
214
8,898
1.3
383
13,770
1.3
595
Total – BTR
1,464
2.0
94
10,242
1.6
533
17,019
1.5
832
28,723
1.6
1,457
Refer Note 1 below. Note some rounding discrepancies may occur.
Pericles, Lady Shenton & Stirling consolidated into Lady Shenton System; Warrior, Lady Harriet & Bellenger consolidated into Lady Harriet System.
Note 1: This Announcement contains references to Brightstar’s JORC Mineral Resources, extracted from the ASX
announcements titled “Cork Tree Well Resource Upgrade Delivers 1Moz Group MRE” dated 23 June 2023, “Maiden Link
Zone Mineral Resource” dated 15 November 2023, "Aspacia deposit records maiden Mineral Resource at the Menzies
Gold Project” dated 17 April 2024, and “Brightstar Makes Recommended Bid for Linden Gold”, dated 25 March 2024.
FORWARD LOOKING STATEMENTS
This document may include forward-looking statements. Forward-looking statements include, but are not limited to,
statements concerning Brightstar Resources Limited’s planned exploration program and other statements that are not
historical facts. When used in this document, the words such as "could," "plan," "expect," "intend," "may”, "potential,"
"should," and similar expressions are forward-looking statements. Although Brightstar believes that its expectations
reflected in these forward- looking statements are reasonable, such statements involve risks and uncertainties and no
assurance can be given that further exploration will result in the estimation of a Mineral Resource.
- 26 -
DIRECTORS’ REPORT
COMPETENT PERSON STATEMENT
The information presented here relating to exploration of the Menzies and Laverton Gold Project areas are based on
information compiled by Mr Edward Keys, MAIG. Mr Keys is a Member of the Australasian Institute of Geoscientists (AIG)
and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the
activity he is undertaking to qualify as a “Competent Person” as that term is defined in the 2012 Edition of the “Australasian
Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012)”. Mr Keys is a fulltime
employee of the Company in the position of Exploration Manager and has provided written consent approving the inclusion
of the Exploration Results in the form and context in which they appear.
COMPLIANCE STATEMENT
With reference to previously reported Exploration Results and Mineral Resources, the Company confirms that it is not
aware of any new information or data that materially affects the information included in the original market announcement
and, in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning
the estimates in the relevant market announcement continue to apply and have not materially changed. The company
confirms that the form and context in which the Competent Person’s findings are presented have not been materially
modified from the original market announcement.
DIVIDENDS
No dividends have been paid or declared since the start of the financial year and the directors do not recommend the
payment of a dividend in respect of the financial year.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
The Group has continued exploration activities and conducted mining operations at the Selkirk deposit (as part of the JV
with BML Ventures Pty Ltd) and Second Fortune gold mine following the acquisition of Linden Gold Alliance Limited on 3
June 2024 (note 16 business combinations).
Other than those disclosed in the director’s report, there were no significant changes in the state of affairs of the Group
during the financial year.
- 27 -
DIRECTORS’ REPORT
EVENTS SUBSEQUENT TO REPORTING DATE
On 10 July 2024 the Company completed the acquisition of Linden Gold Alliance Limited and subsequently issued the
remaining consideration due to Linden shareholders and optionholders whose Linden Shares and Linden Options were
compulsorily acquired to Linden, with the consideration being held on trust for those former Linden shareholders and
Linden optionholders. Approximately 2.92 million options and 152.24 million shares were issued as the final consideration
for the Linden purchase including ~2.92 million options to Linden option holders, ~42.02 million shares to Linden
shareholders and ~110.22 million shares to St Barbara Limited to settle debt obligations of Linden.
On 10 July 2024 the Company announced its decision to upgrade the Menzies and Laverton Pre-Feasibility Study to a
Definitive Feasibility Study following positive drilling results.
On 1 August 2024 the Company announced it had entered into a Scheme Implementation Deed (SID) with Alto Metals Ltd
(Alto) under which Alto agrees to propose a Scheme of Arrangement (Scheme) between Alto and its shareholders. Under
the terms of the Scheme, Brightstar will acquire 100% of the shares in Alto and each Alto shareholder will receive four new
Brightstar shares for each Alto share held on the record date of the Scheme. The Scheme Consideration has an implied
equity value of 6 cents per Alto share and a fully diluted equity value for Alto of $44.4 million.
In addition to the Scheme, the Company entered into a Tenement Sale Agreement (Agreement) via its newly incorporated
wholly owned subsidiary Montague Gold Project Pty Ltd (MGP) with Gateway Mining Limited (Gateway) and its wholly
owned subsidiary Gateway Projects Pty Ltd (GPWA). Under the Agreement MGP proposes to acquire Gateway and
GPWA’s interest held in certain mining tenure in respect of Gateway’s Montague East Gold Project, with MGP obtaining
100% of the gold mineral rights and Gateway retaining all other mineral rights (Montague Acquistion). The Montague
Acquisition was subject to the satisfaction of conditions precedent, these conditions were satisfied on 24 September 2024.
The total consideration payable by the Company in respect of the Montague Acquisition is $14 million comprising:
-
an upfront cash payment of $5 million;
-
$7 million in Brightstar shares calculated at the lower of a 15-day Volume Weighted Average Price (VWAP) prior
to the announcement of the acquisition (1 August 2024) and the issue price of shares under the Share Placement
announced on 1 August 2024 (Gateway Consideration Shares); and
-
$2 million payable in Brightstar shares (subject to Brightstar’s shareholder approval and payable in cash if
shareholder approval is not received), upon commencement of commercial mining operations in respect of the
gold mineral rights, or the delineation of a JORC Mineral Resource on the tenements exceeding 1.0 Moz.
On 1 August 2024 the Company announced an equity raise via a two-tranche placement to raise $24 million (before costs)
at an issue price of 1.5 cents per share (Placement). Tranche 1 Placement shares were issued on 8 August 2024 with
gross proceeds of $17.5 million (before costs) received and approximately 1.17 billion shares issued to shareholders.
Tranche 2 of the Placement was subject to shareholder approval, this was granted at the Extraordinary General Meeting
(EGM) on 17 September 2024. Subsequently 433.33 million shares were issued for gross proceeds of $6.5 million (before
costs) at an issue price of 1.5 cents per share.
At the EGM on 17 September 2024, shareholders approved the issue of approximately 466.67 million of Gateway
Consideration Shares, the issue of 177.17 million shares to Genesis Minerals Limited as consideration for an amount owing
to Genesis ($2.66 million) and approximately 66.67 million shares to Top Drill Pty Ltd for drilling services.
LIKELY DEVELOPMENTS
The Group will progress the Menzies and Laverton Gold Projects to a Definitive Feasibility Study, in parallel with converting
inferred Mineral Resources to Indicated Mineral Resources, ongoing extensional exploration and resource growth.
Operating activities at the Second Fortune Gold Mine will continue.
RESULTS
The consolidated loss after income tax attributable to the members of the Group was $6,391,755 (2023: $1,944,366 profit).
- 28 -
DIRECTORS’ REPORT
ENVIRONMENTAL LEGISLATION
The Group’s operations are subject to significant environmental regulation under the law of the Commonwealth and State.
The Directors of the Group monitor compliance with environmental regulations. The Directors are not aware of any
significant breaches during the period covered by this Report.
MATERIAL BUSINESS RISKS
The Board and Management have identified the following specific risks relevant to the Company’s current/ongoing business
and operations:
Fluctuations in commodity prices and outlook
The Group is by its nature exposed to fluctuations in the gold price and the Australian dollar exchange rate. Volatility in the
gold price and Australian dollar effects the perceived value of the Group and its business performance. Declining gold
prices can also impact operations by requiring a reassessment of the feasibility of a particular exploration or development
project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment
could cause delays and/or may interrupt operations, which may have a material adverse effect on our results of operations
and financial condition.
Risk of exploration failure
Exploration activities are inherently risky, and the directors are unable to provide certainty that any or all of these objectives,
as outlined as business strategies above, will be able to be achieved. In the opinion of the directors, any further disclosure
of information regarding likely developments in the operations of the Group and the expected results of these operations
in subsequent financial years may prejudice the interests of the Company and accordingly, further information has not
been disclosed.
Additional requirement for capital
The Company’s current capital is sufficient, at the issue date of this report, to meet its current planned exploration activities.
Activities beyond the scope of current plans including funding corporate and mining activities will require additional funding
to be obtained. Funding via additional equity will dilute existing shareholdings and debt financing if viable, would likely be
subject to covenants and restrictions. There is a risk that the Company may need to reduce the scope of its future
exploration and mining activities to ensure sufficient capital is maintained. There is no guarantee that suitable, additional
funding will be able to be secured by the Company either via equity or debt.
Mineral resources and estimates and exploration
The Group’s mineral resources and estimates are estimates, based on interpretations of geological data obtained from
drillholes and other sampling techniques. Actual mineralisation or geological conditions may be different from those
predicted. Market price fluctuations of gold as well as increased production and capital costs may render the Group’s
resources unprofitable to develop at a particular site or sites for periods of time or may render estimates containing relatively
lower grade mineralisation uneconomic. Estimated resources may have to be re-estimated based on actual production
experience. Any of these factors may require the Group to reduce its estimates, which could have a negative impact on
the Group’s financial results.
The Group’s exploration projects involve many risks and are frequently unsuccessful. Once a site with mineralisation is
discovered (or acquired), it may take several years from the initial phases of drilling until production is possible. There is
no assurance that current or future exploration programs will be successful. There is a risk that depletion of resources will
not be offset by discoveries or acquisitions.
- 29 -
DIRECTORS’ REPORT
Mining, exploration and insurance
The mining industry is subject to significant risks and hazards, including environmental hazards, industrial accidents,
unusual or unexpected geological conditions, unavailability of materials and equipment, pit wall failures, rock bursts,
seismic events, cave-ins and weather conditions (including flooding and bush fires), most of which are beyond the Group’s
control. These risks and hazards could result in significant costs or delays that could have a material adverse effect on the
Group’s financial performance, liquidity and results of operation. There is a risk that unforeseen geological and geotechnical
difficulties may be encountered when developing and mining, such as unusual or unexpected geological conditions,
underground access, ambient rock temperature, rock bursts, seismicity and cave ins.
Unforeseen geological and geotechnical difficulties could impact operations and/or require additional operating or capital
expenditure to rectify problems and thereby have an adverse effect on the Company's financial and operational
performance.
The Group maintains insurance to cover the most common of these risks and hazards. The insurance is maintained in
amounts that are considered reasonable depending on the circumstances surrounding each identified risk. However,
property, liability and other insurance may not provide sufficient coverage for losses related to these or other risks or
hazards.
Environmental, health, safety and permitting
The Group’s activities are subject to laws and regulations governing the protection and management of the environment,
water management, waste disposal, worker health and safety, mine development and rehabilitation and the protection of
endangered and other special status species. The Group’s ability to obtain permits and approvals and to successfully
operate may be adversely impacted by real or perceived detrimental events associated with the Group’s activities or those
of other mining companies affecting the environment, human health and safety of the surrounding communities. Delays in
obtaining or failure to obtain government permits and approvals may adversely affect the Group’s operations, including its
ability to continue operations.
With the Group’s tenure located within Western Australia, the Group is subject to state and federal laws and regulations
concerning the environment in Western Australia. Mechanised exploration will impact the local environment along with any
advanced development and production activities. In undertaking exploration and mining activities, the Group intends to
comply with all environmental laws. Inherent risks when completing exploration and mining activities include, but are not
limited to, land disturbance and the disposal of waste products. An incident involving incorrect disposal of waste products
could result in delays to exploration and mining, additional costs to remediate the location and any legislative penalties.
The Group has procedures in place to minimise the occurrence of environmental impacts and any subsequent penalties;
however, the nature of exploration, development and mining will always involve environmental risks.
The Group has implemented health, safety and community initiatives at its sites to manage the health and safety of its
employees, contractors and members of the community. While these control measures are in place there is no guarantee
that these will eliminate the occurrence of incidents which may result in personal injury or damage to property. In certain
instances, such occurrences could give rise to regulatory fines and/or civil liability.
Heritage
The Group is subject to state and federal laws and regulations concerning Native Title and Heritage rights and interests.
The Company is required to ensure that tenure has been adequately surveyed and considered before commencing any
activity that would disturb the natural environment and its surroundings. The Group complies with required legislation
regarding Native Title and Heritage requirements and, where appropriate, engages a third party to ensure that all
requirements are met. While all care is taken to ensure rights and interests are maintained, there is a level of risk inherent
in exploration and mining activities that is unable to be fully mitigated.
- 30 -
DIRECTORS’ REPORT
DIRECTORS’ RELEVANT INTEREST IN SHARES, OPTIONS AND PERFORMANCE RIGHTS
The relevant interests of each director, at the date of the directors’ report, in shares or options over any such instruments
are outlined in the following table:
Directors
Ordinary Shares
Unlisted Options
Performance Rights
Richard Crookes
-
50,000,000
-
Alex Rovira
61,759,500
-
60,000,000
Andrew Rich
23,797,749
1,078,125
51,750,000
Jonathan Downes
10,831,813
1,973,684
-
Ashley Fraser
142,423,998
-
-
SHARE OPTIONS
Options Issued
During the financial year the Company issued the following options:
Issue Date
Number of Shares Under
Option
Exercise Price of Option
Expiry Date of Options
4 September 2023
40,000,000
$0.02
4 August 2025
4 September 2023
30,000,000
$0.02
7 July 2026
4 September 2023
30,000,000
$0.03
7 July 2026
28 May 2024
13,800,000
Nil
30 June 2026
28 May 2024
4,221,944
$0.023
30 June 2026
28 May 2024
88,509,757
$0.036
25 February 2025
Terms and conditions relating to options issued to a director during the year
On the 22 May 2024, the Company granted 50,000,000 options to Richard Crookes, Non- Executive Chairman, vesting
immediately. The fair value of these options is as follows:
Director Options
Tranche 1
Tranche 2
Number of Options
25,000,000
25,000,000
Date of grant
22-May-24
22-May-24
Exercise price
$0.040
$0.030
Valuation per Option
$0.0098
$0.0092
- 31 -
DIRECTORS’ REPORT
Unissued Shares Under Option
At the date of this report, unissued ordinary shares of the Group under option are as follows:
Issue Date
Number of Shares Under
Option
Exercise Price of Option
Expiry Date
1 December 2021
2,200,000
$0.05
1 December 2024
1 December 2021
20,000,000
$0.05
31 December 2024
30 November 2022
10,000,000
Nil
30 November 2026
26 May 2023
16,447,368
$0.065
15 September 2024
26 May 2023
21,052,631
$0.076
21 October 2024
26 May 2023
7,815,789
$0.106
7 October 2024
26 May 2023
4,473,685
$0.108
15 February 2025
26 May 2023
3,289,474
$0.095
28 April 2025
26 May 2023
3,289,474
$0.023
16 January 2026
26 May 2023
3,947,368
$0.038
16 January 2026
4 September 2023
40,000,000
$0.02
4 August 2025
4 September 2023
15,000,000
$0.02
7 July 2026
4 September 2023
15,000,000
$0.03
7 July 2026
28 May 2024
13,800,000
Nil
30 June 2026
28 May 2024
4,221,944
$0.023
30 June 2026
28 May 2024
91,425,008
$0.036
25 February 2025
19 July 2024
25,000,000
$0.025
7 July 2026
19 July 2024
25,000,000
$0.035
7 July 2026
19 July 2024
20,000,000
$0.025
1 July 2027
19 July 2024
20,000,000
$0.035
1 July 2027
19 July 2024
25,000,000
$0.03
19 July 2027
19 July 2024
25,000,000
$0.04
19 July 2028
No option holder has any right under the options to participate in any other share issue of the Company. No shares were
issued during or after the reporting period upon the exercise of options, as at the date of this report.
For details of options issued to Directors and Key Management Personnel as remuneration, refer to the Remuneration
Report.
- 32 -
DIRECTORS’ REPORT
PERFORMANCE RIGHTS
Performance Rights Issued
During the financial year the Company issued the following performance rights which will each convert to ordinary shares
subject to the satisfaction of certain performance and retention milestones:
Issue Date
Number of Performance Rights
Expiry Date
3 June 2024
77,625,000
3 June 2029
Unissued Shares Under Performance Rights
At the date of this report, unissued ordinary shares of the Group under performance rights are as follows:
Issue Date
Number of Performance Rights
Expiry Date
31 March 2023
60,000,000
31 March 2026
3 June 2024
77,625,000
3 June 2029
Terms and conditions of performance rights issued during the year to the KMP
On 3 June 2024, 51,750,000 Performance Rights expiring 3 June 2029 were issued to Andrew Rich, as replacement of his
lapsed performance rights in Linden.
Tranche
Vesting condition
1
The Company’s processing plant declares commercial production within 24 months of the Takeover
Offer becoming (or being declared) unconditional
2
The Second Fortune Gold Project produces 50,000oz in cumulative production on a cashflow positive
basis within 36 months of the Takeover Offer becoming (or being declared) unconditional
3
The Company announcing the first gold production from the Jasper Hills Project within 24 months of the
Takeover Offer becoming (or being declared) unconditional
4
Cumulative production from the Company of 100,000oz within 36 months of the Takeover Offer
becoming (or being declared) unconditional
Fair value:
Performance Rights
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Number of Rights
12,937,500
12,937,500
12,937,500
12,937,500
Life of the Rights (years)
5
5
5
5
Valuation per Right
$0.015
$0.015
$0.015
$0.015
- 33 -
DIRECTORS’ REPORT
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility
on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237
of the Corporations Act 2001.
AUDITOR INDEPENDENCE
Section 307C of the Corporations Act 2001 requires our auditors to provide the Directors of the Company with an
Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page
44 and forms part of this directors’ report for the year ended 30 June 2024.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 30 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
ROUNDING OF AMOUNTS
In accordance with ASIC Corporations (Rounding in Financial/Director’s Reports) Instrument 2016/191, the amounts in the
Directors’ report and in the financial report have been rounded to the nearest $1 (where rounding is applicable).
- 34 -
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
The Directors present the Group’s 2024 Remuneration Report which details the remuneration information for Brightstar
Resources Limited’s executive directors, non-executive directors and other Key Management Personnel (KMP). KMP are
defined as those persons having authority and responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly, including any director (whether executive or otherwise).
DETAILS OF KEY MANAGEMENT PERSONNEL
The following were KMP of the Group during the financial year for the indicated term:
Name
Role
Term
Non-Executive Directors
Richard Crookes
Non-Executive Chairman
Appointed 31 May 2024
Jonathan Downes
Non-Executive Director
Full year
Ashley Fraser
Non-Executive Director
Appointed 31 May 2024
Executive Directors
Alex Rovira
Managing Director
Full year
Andrew Rich
Executive Director - Operations
Appointed 31 May 2024
Other KMP
Dean Vallve
Chief Operating Officer (COO)
Full year
Luke Wang1
Financial Controller (FC)
Full year
Former KMP
Gregory Bittar
Non-Executive Chairman
Resigned 31 May 2024
Josh Hunt
Non-Executive Director
Resigned 31 May 2024
Tony Lau
Non-Executive Director
Resigned 31 October 2023
1 Mr Wang ceased to be a KMP following the appointment of Ms Nicky Martin as Chief Financial Officer (CFO) effective 1
July 2024
Remuneration philosophy
The philosophy of the Group in determining remuneration levels is to set competitive remuneration packages to attract and
retain high calibre employees.
Remuneration committee
There is no separate Remuneration Committee. The Board of Directors of the Company is responsible for determining
and reviewing compensation arrangements for the directors and the executive team.
The Board assesses the appropriateness of the nature and amount of remuneration of directors and executives on a
periodic basis by reference to relevant employment market conditions.
- 35 -
DIRECTORS’ REPORT
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration
is separate and distinct.
Non-executive director remuneration
The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract and retain
directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time
to time by a general meeting. The latest determination was at the General Meeting held on 29 March 2023 when
shareholders approved an aggregate remuneration of $400,000 per year.
The Board considers the fees paid to non-executive directors of comparable companies when undertaking the annual
review process.
The Board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The
Board determines payments to the non-executive directors and reviews their remuneration annually, based on market
practice, duties and accountability. Independent external advice is sought when required. In the current year, no advice
was sought. Fees for non-executive directors are not linked to the performance of the Group. However, to align directors’
interests with shareholder interests, the directors are encouraged to hold shares in the Group and are able to participate
in the option plan.
On appointment to the Board, all Non-Executive Directors enter into a service agreement with the Company in the form of
a letter of appointment. Non-executive director fees are set out in the table below.
Annual base fees (excluding superannuation)
Non-Executive Chairman
$75,000
Other Non-Executive Directors
$48,000
- 36 -
DIRECTORS’ REPORT
Executive Directors and Other KMP Remuneration
Remuneration is reviewed annually by the Board. The process consists of a review of relevant comparative remuneration
in the market and internally and, where appropriate, external advice on policies and practices. The Board has access to
external, independent advice where necessary. In the current year, no advice was obtained.
The Group’s Executive Directors and other KMP total remuneration structure provides for:
-
Fixed remuneration comprising base salary and employer superannuation contributions. Base salary can be
received in a variety of forms including cash, shares issued in lieu of salary, and fringe benefits such as motor
vehicles and expense payment plans.
-
Long-term performance linked equity remuneration (LTIs) may comprise cash bonuses and/or participation in
equity-based schemes. The LTIs provide remuneration for the achievement of corporate objectives linked to the
long-term growth of the Company.
The Company does not have a Short-term incentive (STI) framework in place, accordingly there were no STI’s made
available during FY24.
Details of the terms and conditions of the options granted during the year are included in the Note 23 in the Financial
Statements
Fixed remuneration for executive directors and other KMP during FY24 was as follows:
Name
Position
Fixed Remuneration (excluding superannuation)
From 1 July 2023
From 1 June 2024
Alex Rovira
Managing Director
$250,000
$375,000
Andrew Rich
Executive Director - Operations
$300,000
$300,000
Dean Vallve
Chief Operating Officer
$225,000
$280,000
Luke Wang1
Financial Controller
$100,000
$133,333
1 For part of FY24 Mr Wang worked part-time, the fixed remuneration above is the full-time equivalent remuneration.
Remuneration and other terms of employment are formalised in service agreements for executive directors and
employment contracts for other KMP. These service agreements and contracts specify the components of remuneration,
benefits and notice periods. Participation in short term and long-term incentives are at the discretion of the Board. Other
key provisions of the service agreements and employment contracts are set out below.
Name and Position
Term of Agreement
Resignation Notice
Termination
Notice for cause
Notice without
cause
Alex Rovira
Managing Director
Ongoing
(commenced 12
January 2023)
6 months
None
6 months
Andrew Rich
Executive Director -
Operations
Ongoing
(commenced 31 May
2024)
6 months
None
6 months
Dean Vallve
Chief Operating
Officer
Ongoing
(commenced 27 May
2023)
4 weeks
None
4 weeks
Luke Wang
Financial Controller
Ongoing
(commenced 5 July
2012)
1 month
None
1 month
- 37 -
DIRECTORS’ REPORT
Options issued to executive directors and other KMP
On 4 September 2023, the Company issued 30,000,000 Options to Mr Dean Vallve of the Company (2 tranches of
15,000,000), as an incentive component to his remuneration package
Options vested immediately and fair value is as follows:
Employee Options
Tranche 1
Tranche 2
Number of Options
15,000,000
15,000,000
Date of grant
4-Sep-2023
4-Sep-2023
Life of the Options (years)
3
3
Exercise price
$0.020
$0.030
Valuation per Option
$0.0074
$0.0065
Total fair value of Employee Options
$221,578
$195,823
On 3 June 2024, 1,078,125 unlisted options were issued to Mr Andrew Rich as part consideration for acquisition of Linden
(Consideration Options).
Options vested immediately and the fair value is as follows. Fair value has been reflected as the acquisition consideration:
Consideration Options
Number of Options
1,078,125
Exercise price
$0.036
Valuation per Option
$0.00164
KEY PERFORMANCE INDICATORS OF THE GROUP OVER THE LAST FIVE YEARS
Information about the Group’s earnings and changes in shareholder wealth for the financial year and previous four financial
years is outlined in the following table:
2024
2023
2022
2021
2020
Net (loss)/profit after tax
(6,391,755)
1,944,366
(3,950,250)
60,551,860
(6,617,894)
Basic (loss) / profit (cents per share)
(0.27)
0.24
(0.73)
10.25
(0.80)
Dividends paid (cents per share)
-
-
-
-
-
Share price at end of year (cents)
0.017
0.011
0.018
0.031
0.004
- 38 -
DIRECTORS’ REPORT
Key Management Personnel Remuneration for the years ended 30 June 2024
(1) Mr Crookes appointed 31 May 2024
(2) Mr Rich appointed 31 May 2024
(3) Mr Fraser appointed 31 May 2024
(4) Mr Bittar resigned 31 May 2024
(5) Mr Hunt resigned 31 May 2024
(6) Mr Lau resigned 31 October 2023
(7) $16,000 was related to the period during which Mr Lau was a director of the Company.
(8) Mr Wang ceased as a KMP on 30 June 2024 following the CFO appointment of Ms Nicky Martin (1 July 2024)
Short-term Employee Benefits
Long-term Benefits
Post-
employment
Benefits
Salary & Fees
$
Other
$
Options
$
Performance
Rights
$
Unvested Cash
Bonus
$
Superannuation
$
Total
$
Directors
Richard Crookes1
2024
6,250
-
475,263
-
-
688
482,201
Alex Rovira
2024
250,000
-
-
573,333
27,500
850,833
Andrew Rich2
2024
25,000
1,336
-
12,982
3,375
42,693
Jonathan Downes
2024
48,000
-
-
-
-
5,280
53,280
Ashley Fraser3
2024
4,000
-
-
-
-
460
4,460
Gregory Bittar4
2024
68,750
-
-
-
-
7,563
76,313
Josh Hunt5
2024
44,000
-
-
-
-
-
44,000
Tony Lau6,7
2024
44,000
-
-
-
-
-
44,000
Other Key Management Personnel
Dean Vallve
2024
229,583
208,701
25,254
463,538
Luke Wang8
2024
78,333
-
-
-
-
8,617
86,950
TOTAL
797,916
1,336
683,964
586,315
-
78,737
2,148,268
- 39 -
DIRECTORS’ REPORT
Key Management Personnel Remuneration for the years ended 30 June 2023
(1)
Mr Rovira appointed 12 January 2023
(2)
Mr Bittar appointed 26 May 2023, resigned 31 May 2024
(3)
Mr Downes appointed 26 May 2023
(4)
Mr Hunt’s remuneration changed to $48,000 per annum effective from 1 July 2023.
(5)
Mr Lau appointed 13 February 2023
(6)
$4,857 relates to the period before Mr Lau became a director of the Company
(7)
$56,452 salary, $7,020 other short-term benefits and $5,927 superannuation are related to the period after Mr Hobba resigned as a director of the Company, resigned 12 January 2023
(8)
Mr Dunn resigned 13 February 2023
Short-term Employee Benefits
Long-term Benefits
Post-
employment
Benefits
Salary & Fees
$
Other
$
Options
$
Performance
Rights
$
Unvested Cash
Bonus
$
Superannuation
$
Total
$
Directors
Alex Rovira1
2023
117,608
-
-
120,000
-
12,349
249,957
Gregory Bittar2
2023
6,250
-
-
-
-
656
6,906
Jonathan Downes3
2023
4,000
-
-
-
-
420
4,420
Josh Hunt4
2023
72,000
-
-
-
-
-
72,000
Tony Lau5,6
2023
23,143
-
-
-
-
-
23,143
William Hobba7
2023
120,000
20,371
81,375
-
848,644
12,600
1,082,990
Yongi Dunn8
2023
47,368
-
-
-
-
-
47,368
Other Key Management Personnel
Luke Wang
2023
100,000
2,200
-
-
-
10,710
112,910
TOTAL
490,369
22,571
81,375
120,000
848,644
36,735
1,599,694
- 40 -
DIRECTORS’ REPORT
Key Management Personnel Shareholding for the years ended 30 June 2024 and 30 June 2023
Held on 1 July
Granted as
remuneration
Other changes
during the year10
Held on 30 June
Non-Executive Directors
Richard Crookes1
2024
2023
-
-
-
-
-
-
-
-
Jonathan Downes
2024
2023
9,013,632
-
-
-
1,818,181
9,013,632
10,831,813
9,013,632
Ashley Fraser2
2024
2023
-
-
-
-
142,423,998
-
142,423,998
-
Executive Directors
Alex Rovira
2024
2023
32,447,368
-
-
-
9,312,132
32,447,368
41,759,500
32,447,368
Andrew Rich3
2024
2023
-
-
-
-
23,797,749
-
23,797,749
-
Other KMP
Dean Vallve
2024
2023
508,200
-
-
-
-
508,200
508,200
508,200
Luke Wang4
2024
2023
-
-
-
-
-
-
-
-
Former KMP
Gregory Bittar5
2024
2023
5,879,500
-
-
-
(5,879,500)
5,879,500
-
5,879,500
Josh Hunt6
2024
2023
4,607,999
3,357,999
-
-
(4,607,999)
1,250,000
-
4,607,999
Tony Lau7
2024
2023
15,172,414
-
-
-
(15,172,414)
15,172,414
-
15,172,414
William Hobba8
2024
2023
-
68,727,775
-
-
-
(68,727,775)
-
-
Yongi Duan9
2024
2023
-
31,449,497
-
-
-
(31,449,497)
-
-
Total
2024
2023
67,629,113
103,535,271
-
-
151,692,147
(35,906,158)
219,321,260
67,629,113
No shares were issued as a result of exercise of options
(1) Mr Crookes appointed 31 May 2024
(2) Mr Fraser appointed 31 May 2024
(3) Mr Rich appointed 31 May 2024
(4) Mr Wang ceased as a KMP on 30 June 2024 following the CFO appointment of Ms Nicky Martin (1 July 2024)
(5) Mr Bittar resigned 31 May 2024
(6) Mr Hunt resigned 31 May 2024
(7) Mr Lau resigned 31 October 2023
(8) Mr Hobba resigned 12 January 2023
(9) Mr Duan resigned 13 February 2023
(10) Other changes for former KMP show the reduction of shareholdings to nil as at the date of resignation
- 41 -
DIRECTORS’ REPORT
Key Management Personnel Option holding for the years ended 30 June 2024 and 30 June 2023
Held on 1
July
Granted as
remuneration
Expired
Other
changes
during the
year
Held on 30 June
Non-Executive Directors
Richard Crookes1
2024
2023
-
-
50,000,000
-
-
-
-
-
50,000,000
-
Jonathan Downes
2024
2023
2,176,113
-
-
-
(202,429)
-
-
2,176,113
1,973,684
2,176,113
Ashley Fraser2
2024
2023
-
-
-
-
-
-
-
-
-
-
Executive Directors
Alex Rovira
2024
2023
-
-
-
-
-
-
-
-
-
-
Andrew Rich3
2024
2023
-
-
-
-
-
-
1,078,125
-
1,078,125
-
Other KMP
Dean Vallve
2024
2023
-
-
30,000,000
-
-
-
-
7,236,842
37,236,842
7,236,842
Luke Wang4
2024
2023
1,000,000
1,000,000
-
-
-
-
-
-
1,000,000
1,000,000
Former KMP
Gregory Bittar5
2024
2023
6,528,339
-
-
-
(6,528,339)
-
-
6,528,339
-
6,528,339
Josh Hunt6
2024
2023
-
-
-
-
-
-
-
-
-
-
Tony Lau7
2024
2023
-
-
-
-
-
-
-
-
-
-
William Hobba8
2024
2023
-
-
-
10,000,000
-
-
-
(10,000,000)
-
-
Yongi Duan9
2024
2023
-
-
-
-
-
-
-
-
-
-
Total
2024
2023
9,704,452
1,000,000
80,000,000
10,000,000
(6,730,768)
-
1,078,125
5,941,294
91,288,651
16,941,294
(1) Mr Crookes appointed 31 May 2024
(2) Mr Fraser appointed 31 May 2024
(3) Mr Rich appointed 31 May 2024. Options granted to Mr Rich are replacement options, granted for securities held
in Linden
(4) Mr Wang ceased as a KMP on 30 June 2024 following the CFO appointment of Ms Nicky Martin (1 July 2024)
(5) Mr Bittar resigned 31 May 2024
(6) Mr Hunt resigned 31 May 2024
(7) Mr Lau resigned 31 October 2023
(8) Mr Hobba resigned 12 January 2023
(9) Mr Duan resigned 13 February 2023
- 42 -
DIRECTORS’ REPORT
Key Management Personnel Performance Rights holding for the years ended 30 June 2024 and 30 June 2023
Held on 1 July
Granted as
remuneration
Other changes
during the year
Held on 30 June
Non-Executive Directors
Richard Crookes1
2024
2023
-
-
-
-
-
-
-
-
Jonathan Downes
2024
2023
-
-
-
-
-
-
-
-
Ashley Fraser2
2024
2023
-
-
-
-
-
-
-
-
Executive Directors
Alex Rovira
2024
2023
80,000,000
-
-
80,000,000
-
-
80,000,000
80,000,000
Andrew Rich3
2024
2023
-
-
-
-
51,750,000
-
51,750,000
-
Other KMP
Dean Vallve
2024
2023
-
-
-
-
-
-
-
-
Luke Wang4
2024
2023
-
-
-
-
-
-
-
-
Former KMP
Gregory Bittar5
2024
2023
-
-
-
-
-
-
-
-
Josh Hunt6
2024
2023
-
-
-
-
-
-
-
-
Tony Lau7
2024
2023
-
-
-
-
-
-
-
-
William Hobba8
2024
2023
-
-
-
-
-
-
-
-
Yongi Duan9
2024
2023
-
-
-
-
-
-
-
-
Total
2024
2023
80,000,000
-
-
80,000,000
51,750,000
-
131,750,000
80,000,000
(1) Mr Crookes appointed 31 May 2024
(2) Mr Fraser appointed 31 May 2024
(3) Mr Rich appointed 31 May 2024. Performance rights granted to Mr Rich are replacement rights for Linden
securities
(4) Mr Wang resigned as a key management personnel on 30 June 2024 following the CFO appointment of Ms Nicky
Martin (1 July 2024)
(5) Mr Bittar resigned 31 May 2024
(6) Mr Hunt resigned 31 May 2024
(7) Mr Lau resigned 31 October 2023
(8) Mr Hobba resigned 12 January 2023
(9) Mr Duan resigned 13 February 2023
- 43 -
DIRECTORS’ REPORT
TRANSACTIONS WITH RELATED PARTIES
Purchases from and sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions.
During the financial year the Company acquired Linden Gold Alliance Limited (Linden) via an unanimously recommended
off-market scrip takeover. As part of the Linden acquisition Mr Ashley Fraser joined the Company’s Board, effective 31
May 2024.
Linden entered into a Share Sale and Subscription Agreement (SSSA) with the sellers of Lord Byron Mining Pty Ltd (LBM)
effective 31 October 2023. Pursuant to the SSSA, Linden issued 93.75 million Performance Rights to the LBM Sellers in
proportion to their respective interests, of these 80 million Performance Rights were issued to Blue Capital Equities Pty Ltd
as trustee for Blue Capital Trust No. 2 (BCE), BCE is an entity controlled by Mr Fraser.
In accordance with the LBM SSSA Variation Agreement, Brightstar granted the LBM sellers (in their respective proportions)
the rights to deferred shares in consideration for the forfeiture of their respective LGA performance rights (LBM Deferred
Consideration Shares). The deferred shares comprise of three tranches with each tranche valued at $5 million.
The issues of the LBM Deferred Consideration Shares are subject to shareholder approval and if such approval is not
obtained, the LBM Sellers may elect to receive a cash payment in lieu of the issue of the LBM Deferred Consideration
Shares in respect of that tranche or defer the issue of the LBM Deferred Consideration Shares.
As part of the Linden acquisition the Company assumed Linden’s obligations in respect of a loan payable to BCE, an entity
controlled by Mr Fraser. The value of the loan at the Company’s acquisition was $866,382, during June 2024 the amount
of $866,382 (principal $750,000 and interest of $116,382) was repaid by the Company.
Blue Cap Mining Pty Ltd (BCM) is an entity controlled by Mr Fraser, BCM provide services to Linden including earthworks,
equipment hire, personnel, production, drilling and haulage. Since 1 June 2024, expenses incurred by the Company and
payable to BCM total $224,129.
Other than as outlined above, the Group did not enter into any further related party transactions with the Director, key
management personnel or their related entities.
END OF AUDITED REMUNERATION REPORT
Signed in accordance with a resolution of the directors made pursuant to s.298 (2) of the Corporations Act 2001.
Richard Crookes
Chairman
27 September 2024
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF BRIGHTSTAR RESOURCES LIMITED
In accordance with section 307C of the Corporations Act 2001, I declare to the best of my knowledge
and belief in relation to the audit of the financial report of Brightstar Resources Limited for the year
ended 30 June 2024, there have been:
•
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
•
no contraventions of the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including
Independence Standards) in relation to the audit.
PITCHER PARTNERS BA&A PTY LTD
PAUL MULLIGAN
Executive Director
Perth, 27 September 2024
- 44 -
- 45 -
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
For the year ended 30 June 2024
Note
June 2024
June 2023
$
$
Revenue from continuing operations
5
1,054,317
-
Cost of sales
6
(4,852,894)
(366,466)
Gross loss
(3,798,577)
(366,466)
Other income
7(a)
6,732,321
5,062,823
Administration and other expenses
7(c)
(3,192,332)
(1,760,676)
Exploration expenditure
(416,983)
(125,512)
Depreciation and amortisation expense
(128,048)
(43,383)
Impairment expense
(151,579)
(700,755)
Remeasurement of Rehabilitation Provision
-
450,832
Share-based payments expense
23
(2,311,170)
(218,374)
Business acquisition expense
16
(2,750,850)
-
Operating (loss)/profit
(6,017,218)
2,298,489
Finance income
7(b)
58,105
9,217
Finance costs
7(b)
(432,642)
(363,340)
Net financing (loss)
(374,537)
(354,123)
(Loss)/profit before income tax expense
(6,391,755)
1,944,366
Income tax benefit
8
-
-
(Loss)/profit after income tax for the year
(6,391,755)
1,944,366
Other comprehensive income
Other comprehensive income for the year, net of tax
-
-
Total comprehensive (loss)/profit for the year (net of tax)
(6,391,755)
1,944,366
Total comprehensive (loss)/profit for the year attributable to the
members of the parent
(6,391,755)
1,944,366
(Loss)/profit per share for the year attributable to the members of
the parent:
Basic loss per share (cents)
9
(0.27)
0.24
Diluted loss per share (cents)
9
(0.27)
0.22
The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be
read in conjunction with the notes to the financial statements.
- 46 -
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Note
June 2024
June 2023
$
$
Current Assets
Cash and cash equivalents
10
7,961,484
425,707
Trade and other receivables
11
1,993,700
299,572
Inventories
12
3,666,149
-
Total Current Assets
13,621,333
725,279
Non-Current Assets
Property, plant and equipment
13
39,511,439
599,446
Deferred exploration and evaluation expenditure
14
53,654,532
38,007,360
Trade and other receivables
11
3,392,000
-
Total Non-Current Assets
96,557,971
38,606,806
Total Assets
110,179,304
39,332,085
Current Liabilities
Trade and other payables
17
19,635,954
1,614,687
Lease liabilities
15
103,860
45,941
Borrowings
18
108,737
-
Provisions
19
3,125,085
196,593
Other liabilities
20
3,733,496
-
Total Current Liabilities
26,707,132
1,857,221
Non-Current Liabilities
Trade and other payables
17
933,509
848,644
Lease liabilities
15
213,757
275,775
Borrowings
18
2,206,818
-
Provisions
19
10,596,059
2,926,920
Other liabilities
20
438,263
-
Total Non-Current liabilities
14,388,406
4,051,339
Total Liabilities
41,095,538
5,908,560
Net Assets
69,083,766
33,423,525
Equity
Issued capital
21
108,861,315
68,981,082
Accumulated losses
(49,318,275)
(42,926,520)
Reserves
22
9,540,726
7,368,963
Total Equity
69,083,766
33,423,525
The Consolidated Statement of Financial Position should be read in conjunction with the notes to the financial statements.
- 47 -
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 June 2024
Note
Issued Capital
Accumulated Losses
Reserves
Total
$
$
$
$
At 1 July 2022
43,254,388
(44,870,886)
6,265,842
4,649,344
Profit for the year
-
1,944,366
-
1,944,366
Other comprehensive income
-
-
-
-
Total comprehensive profit for the period after tax
-
1,944,366
-
1,944,366
Issue of share capital
21
25,852,866
-
-
25,852,866
Share issue costs
21
(126,172)
-
-
(126,172)
Share-based payments
23
-
-
1,103,121
1,103,121
At 30 June 2023
68,981,082
(42,926,520)
7,368,963
33,423,525
At 1 July 2023
68,981,082
(42,926,520)
7,368,963
33,423,525
Loss for the year
-
(6,391,755)
-
(6,391,755)
Other comprehensive income
-
-
-
-
Total comprehensive loss for the year after tax
-
(6,391,755)
-
(6,391,755)
Issue of share capital
21
40,896,944
-
-
40,896,944
Share issue costs
21
(1,016,711)
-
-
(1,016,711)
Share-based payments
23
-
-
2,171,763
2,171,763
Balance at 30 June 2024
108,861,315
(49,318,275)
9,540,726
69,083,766
The Consolidated Statement of Changes in Equity should be read in conjunction with the notes to the financial statements.
Brightstar Resources Limited
- 48 -
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2024
Note
June 2024
June 2023
$
$
Cash flows from operating activities
Receipts from customers
1,054,317
-
Payments to suppliers and employees
(7,385,361)
(804,705)
Other income
6,600,000
-
Interest received
57,063
8,900
Finance costs
(195,701)
(2,432)
Payments to acquire financial assets
-
(33,805)
Net cash inflow/(used) in operating activities
10(i)
130,318
(832,042)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
-
764
Payments for property, plant and equipment
(2,675,345)
(58,900)
Payments for exploration and evaluation expenditure
(6,070,514)
(2,553,794)
Payments for acquisition of exploration assets
-
(2,000)
Payments to acquire subsidiaries, net of cash acquired
(2,425,723)
155,445
Net cash used in investing activities
(11,171,582)
(2,458,485)
Cash flow from financing activities
Proceeds from issue of shares
20,500,000
2,260,000
Share issue costs
(1,016,711)
(126,172)
Repayment of borrowings
(840,875)
-
Principal element of lease payments
(65,373)
(18,918)
Net cash inflow from financing activities
18,577,041
2,114,910
Net increase/(decrease) in cash held
7,535,777
(1,175,614)
Cash and cash equivalents at beginning of the year
425,707
1,601,324
Cash and cash equivalents at end of the year
7,961,484
425,707
The Consolidated Statement of Cash Flows should be
read in conjunction with the notes to the financial statements.
- 49 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 1: CORPORATE INFORMATION
Brightstar Resources Limited is a company limited by shares, incorporated and domiciled in Australia. The Company is a
for-profit entity. Its registered office and principal place of business is Level 2, 36 Rowland Street, Subiaco, WA 6008.
The financial report covers Brightstar Resources Limited (“the Company”) and its controlled entities as a group (together
referred to as the “Group”).
NOTE 2: BASIS OF PREPARATION
This financial report is a general-purpose financial report that has been prepared in accordance with the Corporations Act
2001 and Australian Accounting Standards, Interpretations and other applicable authoritative pronouncements of the
Australian Accounting Standards Board (AASB).
The financial report was approved by the directors on 27 September 2024.
Compliance with IFRS
The financial report also complies with the International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB).
Historical cost convention
The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for
certain classes of assets and liabilities as described in the accounting policies.
Functional and presentation currency
Items included in the financial statements of each of the consolidated entities are measured using the currency of the
primary economic environment in which the entity operates (“functional currency”). The consolidated financial statements
are presented in Australian Dollars, which is Brightstar Resources Limited’s presentation currency.
- 50 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 2: BASIS OF PREPARATION (CONTINUED)
Going Concern
The financial report has been prepared on a going concern basis, which assumes that the Group will continue in operation
for the foreseeable future.
The Group has recorded a net loss of $6,391,755 (2023: net profit of $1,944,366), reported cash generated from operating
activities $130,318 (2023: outflows of $832,042) and as of 30 June 2024 cash and cash equivalents of $7,961,484 (2023:
$425,707). The net assets of the Group as at 30 June 2024 were $69,083,766 (2023: $33,423,525).
The directors have prepared a cash flow forecast for the period ending 30 September 2025. It is recognised that additional
funding is required either through the issue of further shares, or convertible notes, or the sale of assets, or through debt
funding or a combination of these activities for the Group to continue to actively explore and develop its mineral properties
and continue mining operations, until recommencement of mining and milling operations (subject to DFS).
The directors have reviewed the business outlook and the assets and liabilities of the Group and are of the opinion that the
use of the going concern basis of accounting is appropriate. The following factors have been taken into consideration by
the directors:
•
Subsequent to year end, the Company formally completed the acquisition of Linden Gold Alliance Limited and
issued shares for the remaining consideration due to Linden shareholders as well as the shares to settle Linden’s
debt obligations with St Barbara Limited (current liability recognised at 30 June 2024 $2.28 million).
•
Subsequent to the year end, the Company has successfully completed a Share Placement raising gross proceeds
of $24 million (before costs) at an issue price of $0.015 per share (refer to note 29). In addition, following
shareholder approval at the EGM on 17 September 2024, shares were issued as consideration for drilling services
to Top Drill Pty Ltd ($1 million) and the settlement of an amount owing to Genesis Minerals Limited (current liability
recognised at 30 June 2024 of $2.66 million).
•
Subsequent to the year end, the Company successfully negotiated to convert $1.2 million of trade creditors to
equity, issuing 80 million shares at a price of $0.015 per share.
•
Subsequent to the year end, the Company sold gold dore inventory on hand at 30 June 2024 and received
proceeds of $2.27 million.
However, the Group acknowledge that the status of going concern relies on the development of the Group’s projects and
subsequent capital or debt raising to support the development. Should the Group be unable to raise further debt or capital,
there exists a material uncertainty that the Group may in the future not be able to continue as a going concern.
The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts
nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.
New and revised accounting standards effective for the current reporting period
The Group has adopted all of the new and amended Standards and Interpretations issued by the Australian Accounting
Standards Board (the AASB) that are relevant to the Group and effective for the current reporting period. The Group has
considered the implications of new and amended Accounting Standards and has determined that their application to the
financial statements is either not relevant or not material.
Accounting standards issued but not yet effective
The Group has considered all Standards and Interpretations issued but not yet effective for the current reporting period and
has determined that their implication to the financial statements is either not relevant or not material.
- 51 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 2: BASIS OF PREPARATION (CONTINUED)
Principles of consolidation
The consolidated financial statements are those of the consolidated entity (“the Group”), comprising the financial statements
of the parent entity and all of the entities the parent controls. The Group controls an entity where it has the power, for which
the parent has exposure or rights to variable returns from its involvement with the entity, and for which the parent has the
ability to use its power over the entity to affect the amount of its returns.
Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in Note 28.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that
Corporations Instrument to the nearest dollar, unless otherwise stated.
NOTE 3: CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on other various factors,
including expectations of future events, management believes to be reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and
assumptions in these financial statements that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period are disclosed below.
- 52 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 3: CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND ASSUMPTIONS (CONTINUED)
Exploration and evaluation costs
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs
are carried forward in respect of an area that has not at reporting date reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves, and active Group operations in, or relating
to, the area of interest are continuing.
Impairment of exploration and evaluation assets
The ultimate recoupment of the value of exploration and evaluation assets is dependent on the successful development
and commercial exploitation, or alternatively, sale, of the exploration and evaluation assets. On a regular basis,
management consider whether there are indicators as to whether the asset carrying values exceed their recoverable
amounts. This consideration includes assessment of the following:
•
expiration of the period for which the entity has the right to explore in the specific area of interest with no plans for
renewal;
•
substantive expenditure on further exploration for and evaluation in the specific area is neither budgeted nor
planned;
•
exploration for and evaluation activities have not led to the discovery of commercially viable quantities of mineral
resources and the entity has decided to discontinue such activities in the specific area; and
•
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying
amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or
by sale.
Where an impairment indicator is identified, the determination of the recoverable amount requires the use of estimates and
judgement in determining the inputs and assumptions used in determining the recoverable amounts.
The key areas of judgement and estimate include:
•
Recent exploration and evaluation results and resource estimates;
•
Environmental issues that may impact on the underlying tenements; and
•
Fundamental economic factors that have an impact on the operations and carrying values of assets and liabilities.
Recoverability of Mine Properties
Certain assumptions are required to be made in order to assess the recoverability of Mine Properties. The recoverable
amount of Mine Properties is the higher of fair value less costs of disposal and value in use. Mine Properties values are
tested on a “Fair value less costs of disposal” as a basis to determine any impairment. In estimating the fair value of Mine
Properties, the Group engages third party qualified valuers to perform the valuation of Mine Properties.
The key areas of judgement and estimate include:
Auction Value of Mine Properties (last report issued for valuation performed in July 2017); and
Fundamental economic factors that have an impact on the operations and carrying values of assets and liabilities.
Provision for restoration and rehabilitation obligations
The estimated costs of future site rehabilitation and restoration, including heritage preservation where required, associated
with previous mining and/or exploration activity are provided for as and when an obligation arises and are included in the
costs of the related area of interest. These costs include the dismantling and removal of any plant, equipment and building
structures and rehabilitation, where such work is deemed appropriate by the relevant government authorities and the cost
of making safe any remaining aspects of the previous mining operation. The costs are based on estimates of future costs,
current legal requirements and existing technology.
- 53 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 3: CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND ASSUMPTIONS
Provision for restoration and rehabilitation obligations (continued)
The provision is based on the best available information of costs expected to be incurred at the expiry of the respective
license agreements. Such costs have been provided for at the present value of future expected expenditure discounted
using a rate adjusted for risks specific to the liability. On an ongoing basis the closure liability is remeasured at each
reporting period in line with the changes in time value of money (recognised as a finance cost in profit or loss and an
increase in provision), and changes in estimates of future costs or methods of rehabilitation. Changes in the closure liability
are recognised prospectively.
Certain assumptions are required to be made in determining the amount expected to be incurred to settle its obligations in
relation to restoration and rehabilitation of the mine site. Key assumptions include the amount and timing of future cash
flow estimates.
Share-based payments
The Group measures the cost of equity-settled transactions with suppliers and employees by reference to the fair value of
the goods or services received provided this can be estimated reliably. If a reliable estimate cannot be made the value of
the goods or services is determined indirectly by reference to the fair value of the equity instrument granted. The fair value
of the equity instruments granted is determined using an appropriate option pricing model taking into account the terms and
conditions upon which the instruments were granted. Volatility for these calculations is determined with reference to the
Group’s historical volatility for a comparable or appropriate period. The accounting estimates and assumptions relating to
equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity. Please refer to note 23 for further details.
Income tax
The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required
in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary
course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for
anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax
outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax
provisions in the period in which such determination is made.
NOTE 4: SEGMENT REPORTING
Segment Reporting
The Group’s operating segment has been determined with reference to the information and reports the chief operating
decision makers use to make strategic decisions regarding Company resources.
The chief operating decision makers include the Managing Director, Executive Director – Operations and the Board of
Directors. Financial information is reported to the chief operating decision makers as a single segment and all significant
operating decisions are based upon analysis of the Group as one segment. The financial results of this segment are
equivalent to the financial statements of the Group as a whole.
The Group has one reportable segment which is exploration, development and mining of minerals in Australia.
Major customers
During the financial year ended 30 June 2024, all of the consolidated entity’s external revenue was derived from Genesis
Minerals Limited (30 June 2023: nil).
- 54 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 5: REVENUE
June 2024
June 2023
Gold revenue
1,054,317
-
1,054,317
-
Material accounting policy
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods,
which is generally at the time of delivery.
NOTE 6: COST OF SALES
June 2024
June 2023
Mining and haulage costs
2,455,057
-
Depreciation of property, plant and equipment
2,129,716
-
Care & maintenance costs
268,121
366,466
4,852,894
366,466
NOTE 7: OTHER INCOME AND EXPENSE ITEMS
(a) Other income
June 2024
June 2023
Selkirk JV distribution
6,500,000
-
Royalty
100,000
-
Other
132,321
2,040
Gain from sale of non-current assets
-
708
Gain on extinguishment of debt arrangements
-
5,060,075
6,732,321
5,062,823
Material accounting policy
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
- 55 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 7: OTHER INCOME AND EXPENSE ITEMS (CONTINUED)
(b) Finance income and costs
Finance income
June 2024
June 2023
Interest income
58,105
9,217
58,105
9,217
Finance costs
Interest expense
(161,834)
(17,675)
Interest expense on lease liabilities
(33,867)
(2,432)
Unwind of discount – long term benefit
(84,865)
(77,149)
Unwind of discount – rehabilitation provision
(152,077)
(266,084)
(432,643)
(363,340)
Material accounting policy
Interest
Interest revenue is recognised as interest accrues.
(c) Administration and other expenses
June 2024
June 2023
Employee benefits expense
745,936
1,206,616
Corporate advisory and consulting fees
922,283
39,000
Other expenses
1,524,113
515,060
3,192,332
1,760,676
- 56 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 8: INCOME TAX
(a) The components of tax (expense)/benefit comprise:
June 2024
June 2023
$
$
Current tax
-
-
Deferred tax
-
-
Income tax (expense)/Benefit reported in the profit or loss and other
comprehensive income
-
-
(b) The prima facie tax payable on loss from ordinary activities before income tax is reconciled to the
income tax expense as follows
June 2024
June 2023
$
$
Accounting (loss)/income before tax from continuing operations
(6,391,755)
1,944,364
Income tax (benefit)/expense calculated at an income tax rate of 25%
(2023:30%)
(1,597,939)
583,309
Add/(Less) tax effect of
Non-deductible expenses
608,238
119,990
Capital gain on acquisitions
2,047,768
175,967
Deferred tax position not recognised
(1,058,067)
(879,266)
Income tax (expense)/Benefit reported in the profit or loss and other
comprehensive income
-
-
(c) Deferred tax assets not brought to account
June 2024
June 2023
$
$
Temporary differences
(7,622,060)
(9,136,774)
Operating tax losses
26,947,601
19,374,579
Capital tax losses
157,823
-
19,483,364
10,237,805
(d) Tax receivable/ (payable)
As at 30 June 2024, the consolidated entity has income tax receivable of $2,320 (2023: nil).
Potential deferred tax assets attributable to tax losses and other temporary differences have not been brought to account
at 30 June 2024 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as
probable at this point in time. These benefits will only be obtained if:
-
the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the
benefit from the deductions for the expenditure to be realised; and
-
no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions
for the expenditure.
- 57 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 8: INCOME TAX (CONTINUED)
Material accounting policy
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax
expense (income).
Deferred Tax
Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well
as unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss
when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised
from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting
or taxable profit or loss.
Deferred tax assets and liabilities are calculated 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 enacted or substantively enacted at the end of the reporting period.
Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of
the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be
controlled, and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation, and settlement of the respective asset and liability will occur. Deferred tax assets
and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it
is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur
in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
- 58 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 9: LOSS PER SHARE
June 2024
June 2023
Net (loss)/profit for the year in $
(6,391,755)
1,944,366
Weighted average number of ordinary shares for the purposes of basic
(loss)/earnings per share
2,406,755,619
822,752,276
Adjusted weighted average number of ordinary shares for the purposes of
diluted (loss)/earnings per share
n/a
900,398,573
Total basic (loss)/earnings per share (cents)
(0.27)
0.24
Total diluted (loss)/earnings per share (cents)
(0.27)
0.22
In the current year share options are not dilutive as their inclusion would give rise to a reduced loss per share. In the prior
year the above adjusted weighted average number of shares incorporates an adjustment to the calculation to incorporate
the effects of bonus elements (if any) in relation to rights issues.
Material accounting policy
Basic Loss Per Share
Basic loss per share is determined by dividing net profit or loss after income tax attributable to members of the Company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted Loss Per Share
Diluted loss per share adjusts the figures used in the determination of basic earnings per share to take into account the
after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
NOTE 10: CASH AND CASH EQUIVALENTS
June 2024
June 2023
$
$
Cash at bank and in hand
7,961,484
425,707
7,961,484
425,707
Material accounting policy
Cash and cash equivalents
Cash at bank earns interest at floating rates based on daily deposit rates. Short-term deposits are made in varying periods
between one day and three months, depending on the immediate cash requirements of the Group and earn interest at
the respective short-term deposit rates.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
At 30 June 2024, the Group did not have any undrawn committed borrowing facilities.
- 59 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 10: CASH AND CASH EQUIVALENTS (CONTINUED)
(i) Reconciliation to Cash Flow Statement
Cash and cash equivalents as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of
Financial Position as follows:
June 2024
June 2023
$
$
Cash and cash equivalents
7,961,485
425,707
(ii) Reconciliation of loss for the year to net cash flows used in operating activities
June 2024
June 2023
$
$
Profit/(loss) for the year
(6,391,755)
1,944,366
Depreciation and amortisation presented under Cost of sales
2,129,716
-
Depreciation and amortisation
128,048
43,383
Impairment expenses
151,579
700,755
Transaction costs in business combination
2,750,850
-
Exploration expenditure written off
211,901
125,512
(Gain)/Loss from sale of non-current asset
-
(708)
Debt forgiven
-
(4,434,667)
Finance costs
-
1,264
Share-based payments
2,311,170
707,605
(Increase)/decrease in assets:
Current receivables
(923,493)
78,743
Prepayments
54,582
(98,286)
Inventories
(2,142,879)
-
Increase/(decrease) in liabilities:
Current payables
1,675,969
(609,523)
Current provisions
70,009
45,628
Other liabilities
(132,321)
-
Other payables
84,865
848,644
Provision for rehabilitation
152,077
(184,758)
Net cash inflow/(used) in operating activities
130,318
(832,042)
- 60 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 10: CASH AND CASH EQUIVALENTS (CONTINUED)
(iii) Non-cash investing and financing activities
During the year, the Group had the following non-cash investing and financing activities:
-
Issue of 1,327,462,937 fully paid ordinary shares shareholders of Linden Gold Alliance Ltd (“Linden”) as part
consideration for acquisition of Linden (“Consideration Shares”). The market price as of 31 May 2024 being $0.015
per share was selected for valuation purposes.
-
Grant of 88,509,757 unlisted options to option holders of Linden Gold Alliance Ltd (“Linden”) as part consideration
for acquisition of Linden (“Consideration Options”). $145,593 has been recognised and recorded as the fair value of
the Consideration Options.
During the prior year, the Group had the following non-cash investing and financing activities:
-
A new lease arrangement was entered into during the year which resulted in a right of use asset addition of $307,203.
-
Issue of 19,090,909 fully paid ordinary shares to Stone Resources (Hong Kong) Limited (“SRHKL”) at a price of
$0.033 per share, as equity settlement of the Cortex Loan.
-
Issue of 10,545,818 fully paid ordinary shares to SRHKL at a price of $0.028 per share, as non-cash payment of an
Option Fee for being granted a Royalty Buy-back Option
-
Issue of 741,386,387 fully paid ordinary shares to shareholders of Kingwest Resources Ltd (“Kingwest”) as part
consideration for acquisition of Kingwest (“Consideration Shares”). $22,456,635 has been recognised and recorded
as the fair value of the Consideration Shares.
-
Grant of 173,511,384 unlisted options to optionholders of Kingwest Resources Ltd (“Kingwest”) as part consideration
for acquisition of Kingwest (“Consideration Options”). $901,747 has been recognised and recorded as the fair value
of the Consideration Options.
- 61 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 11: TRADE AND OTHER RECEIVABLES
June 2024
June 2023
Current
$
$
Trade and other receivable
985,692
51,729
GST receivable
767,578
82,728
Prepayments
179,487
114,172
Bank guarantees and deposits
60,943
50,943
1,993,700
299,572
Material accounting policy
Trade and other receivables
Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary
course of business. Trade and other receivables are initially recognised at fair value and subsequently measured at
amortised cost using effective interest method less any allowance for expected credit loss. Receivables expected to be
collected within 12 months of the end of the reporting period are classified as current assets.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are measured
at amortised cost. The measurement of the loss allowance depends upon the consolidated entity’s assessment at the
end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial
recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is
attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit
impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s
lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective
interest rate.
NOTE 11: TRADE AND OTHER RECEIVABLES (CONTINUED)
June 2024
June 2023
Non - Current
$
$
Other financial assets
3,392,000
-
3,392,000
-
On 8 December 2023, Linden Gold Alliance Limited (Linden) terminated a joint venture arrangement with Matsa Gold Pty
Ltd (Matsa) in relation to the Devon Gold Mine. Pursuant to the Deed of Settlement (Deed), Linden has the right to receive
future consideration equal to 50% of the net profit from the mining operations of Devon Gold Mine up to a maximum of
$4,000,000. Net profit is defined as gross proceeds after recovery of all pre-development, development, exploration mining,
financing and other costs. The Company has estimated the fair value of the consideration using a discounted cashflow
model with estimates and judgements around the future profitability of the operation and timing of cashflows.
Fair value of other financial assets at amortised cost
The fair values were calculated based on cash flows discounted using a current lending rate. They are classified as level
3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk (see
note 24).
- 62 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 11: TRADE AND OTHER RECEIVABLES (CONTINUED)
Material accounting policy
Investments and other financial assets
Classification
The Group classifies its financial assets in the following measurement categories:
• 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 other comprehensive income
(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.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade date, being the date on which the Group
commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the group has transferred substantially all the risks and
rewards of ownership.
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), transaction 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.
NOTE 12: INVENTORY
June 2024
June 2023
$
$
Ore stockpiles
1,211,291
-
Finished goods
2,283,655
-
Consumable supplies
171,203
-
3,666,149
-
Material accounting policy
Recognition and measurement
Ore stockpiles and finished goods are physically measured and valued at the lower of cost and net realisable value. Cost
represents the weighted average cost and includes direct mining and processing costs and an appropriate portion of
fixed and variable production overhead expenditure including underground mining capital costs.
Net realisable value and classification of inventory
The assessment of the net realisable value and classification of inventory involves significant judgements and estimates
in relation to timing and cost of processing, commodity prices, recoveries and the likely timing of sale of the gold bearing
products. A change in any of these assumptions will alter the estimated net realisable value and may therefore impact
the carrying amount of inventory.
- 63 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 13: PROPERTY, PLANT AND EQUIPMENT
Office furniture
and equipment
Plant and
equipment
Motor vehicles
Mine properties
Land and
building
Right-of-use
asset
Total
$
$
$
$
$
$
$
At 1 July 2022, net of accumulated depreciation and
impairment
26,982
-
59,253
-
-
14,908
101,143
Additions
3,938
22,500
-
31,398
-
307,203
365,039
Additions through acquisition of subsidiary
9,023
5,656
63,791
-
98,234
-
176,704
Disposals/write-offs
-
-
(57)
-
-
-
(57)
Depreciation charge for the year
(10,870)
(496)
(11,540)
-
(449)
(20,028)
(43,383)
At 30 June 2023, net of accumulated depreciation and
impairment
29,073
27,660
111,447
31,398
97,785
302,083
599,446
Cost
133,346
158,651
345,989
390,381
104,662
307,203
1,440,232
Accumulated depreciation
(104,273)
(130,991)
(234,542)
(358,983)
(6,877)
(5,120)
(840,786)
At 1 July 2023, net of accumulated depreciation and
impairment
29,073
27,660
111,447
31,398
97,785
302,083
599,446
Additions
15,275
83,082
133,089
2,268,579
104,930
-
2,675,358
Additions through acquisition of subsidiary
-
15,261,750
-
23,249,541
-
54,511
38,494,398
Depreciation charge for the year
(14,725)
(85,735)
(37,562)
(2,040,316)
(5,358)
(75,068)
(2,257,763)
Balance at 30 June 2024, net of accumulated depreciation
and impairment
29,623
15,286,757
206,974
23,509,202
197,357
281,526
39,511,439
Cost
148,621
18,098,536
479,079
66,620,815
209,592
348,087
85,904,730
Accumulated depreciation
(118,998)
(2,811,779)
(272,105)
(43,111,613)
(12,235)
(66,561)
(46,393,291)
- 64 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 13: PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Material accounting policy
Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost
includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred.
Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment as a replacement only if it is eligible for capitalisation.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Office furniture and equipment
5 - 8 years
Plant and equipment
3 - 5 years
Motor vehicles
4 - 5 years
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable amount
being estimated when events or changes in circumstances indicate that the carrying value may be impaired.
The recoverable amount of plant and equipment is based on the fair value less costs of disposal.
An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable
amount. The asset or cash-generating unit is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of profit or loss as impairment expenses.
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are
expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
Mine properties
Once mine construction is completed, assets from mine development expenditure are transferred to mine properties
(which is a subcategory in property, plant and equipment). Mine properties are stated at cost, less accumulated
depreciation and accumulated losses.
When further development expenditure is incurred in respect of mine properties after the commencement of production,
such expenditure is carried forward as part of mine development expenditure only when substantial future economic
benefits are thereby established, otherwise such expenditure is classified as part of the cost of production.
Where mine properties are in production, amortisation of mine properties is provided on a unit of production basis, which
results in a write off of the cost proportional to the depletion of the proven and probable mineral reserves. In accordance
with its policy, the Group reviews the estimated useful lives of its mine properties on an ongoing basis.
Where the Group’s mine properties is in care and maintenance, the Group has impaired assets to its fair value less cost
of disposal and the Group amortises over a straight-line basis to account for the physical wear and tear while the asset
remains idle, over an estimated remaining useful life of 5 years.
The net carrying value of each area of interest is reviewed regularly and to the extent to which this value exceeds its
recoverable amount, the excess is fully provided against or written off in the financial year in which this is determined
- 65 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 14: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
Costs carried forward in respect of Exploration and Evaluation expenditure:
June 2024
June 2023
$
$
Balance at beginning of year
38,007,360
13,270,922
Acquisition of subsidiary (refer to note 16)
5,738,400
23,344,038
Expenditure incurred
6,657,217
2,091,155
Remeasurement of the rehabilitation provision (note 19)
3,455,034
-
Expenditure written off
(211,901)
-
Impairment of Goongarrie Project (i)
(110,044)
(677,181)
Impairment of Alpha and Beta mines (ii)
(41,534)
(23,574)
Acquisition of tenements
160,000
2,000
Balance at end of financial year
53,654,532
38,007,360
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is
dependent upon the successful development and commercial exploitation or sale of the respective areas.
i.
The Company acquired the Goongarrie Project as a result of the acquisition of Kingwest Resources Ltd
on 26 May 2023. Drilling was suspended in September 2022 and there has been no commitment of
future funds on an exploration program. The balance of expenditure for Goongarrie Project has been
treated as impaired.
ii.
Mining in Beta and Alpha reached its designed pit depth in prior periods and evaluation is currently
underway to determine the future viability of these areas of interest. Notwithstanding, the balance of
expenditure for Beta and Alpha mines has been treated as impaired until recommencement of mining in
these tenements.
Material accounting policy
Exploration and evaluation
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 exploration of the area of interest, or alternatively, by its sale; or
(b) exploration and evaluation activities in the area of interest have not at the balance date reached a
stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in, or in relation to, the area of interest
are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies,
exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of
assets used in exploration and evaluation activities. General and administrative costs are only included in the
measurement of exploration and evaluation costs where they relate 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.
- 66 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 15: LEASE LIABILITIES
June 2024
June 2023
$
$
Leases
Current
103,860
45,941
Non-Current
213,757
275,775
317,617
321,716
Material accounting policy
Leases
At the commencement date of a lease (other than leases of 12-months or less and leases of low value assets), the Group
recognises a lease asset representing its right to use the underlying asset and a lease liability representing its obligation
to make lease payments.
Lease assets
Lease assets are initially recognised at cost, comprising the amount of the initial measurement of the lease liability, any
lease payments made at or before the commencement date of the lease, less any lease incentives received, any initial
direct costs incurred by the Group, and an estimate of costs to be incurred by the Group in dismantling and removing the
underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the
terms and conditions of the lease, unless those costs are incurred to produce inventories.
Subsequent to initial recognition, lease assets are measured at cost (adjusted for any remeasurement of the associated
lease liability), less accumulated depreciation and any accumulated impairment loss.
Lease assets are depreciated over the shorter of the lease term and the estimated useful life of the underlying asset,
consistent with the estimated consumption of the economic benefits embodied in the underlying asset.
Lease liabilities
Lease liabilities are initially recognised at the present value of the future lease payments (i.e., the lease payments that
are unpaid at the commencement date of the lease). These lease payments are discounted using the interest rate implicit
in the lease, if that rate can be readily determined, or otherwise using the Group’s incremental borrowing rate.
Subsequent to initial recognition, lease liabilities are measured at the present value of the remaining lease payments
(i.e., the lease payments that are unpaid at the reporting date). Interest expense on lease liabilities is recognised in profit
or loss (presented as a component of finance costs). Lease liabilities are remeasured to reflect changes to lease terms,
changes to lease payments and any lease modifications not accounted for as separate leases.
Variable lease payments not included in the measurement of lease liabilities are recognised as an expense when
incurred.
Leases of 12-months or less and leases of low value assets
Lease payments made in relation to leases of 12-months or less and leases of low value assets (for which a lease asset
and a lease liability has not been recognised) are recognised as an expense on a straight-line basis over the lease term.
- 67 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 16: BUSINESS COMBINATIONS
Material accounting policy
A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses
and results in the consolidation of the assets and liabilities acquired. Business combinations are accounted for by
applying the acquisition method.
The consideration transferred is the sum of the acquisition date fair values of the assets transferred, equity instruments
issued, or liabilities incurred by the acquirer to former owners of the acquiree. Deferred consideration payable is
measured at its acquisition date fair value. Contingent consideration to be transferred by the acquirer is recognised at
the acquisition date fair value. At each reporting date subsequent to the acquisition, contingent consideration payable is
measured at its fair value with any changes in the fair value recognised in profit or loss unless the contingent consideration
is classified as equity, in which case the contingent consideration is measured at its acquisition date fair value.
If the net fair value of the acquirer's interest in the identifiable assets acquired and liabilities assumed is greater than the
aggregate of the consideration transferred, the amount of any non controlling interest, and the acquisition date fair value
of the acquirer’s previously held equity interest, the difference is immediately recognised as a gain in profit or loss.
Acquisition related costs are expensed as incurred.
Acquisition of Linden
On 25 March 2024, Brightstar announced an off-market scrip takeover offer to acquire all the fully paid ordinary shares and
options in Linden Gold Alliance Limited (Linden) (Offers). The conditions of the Offers were satisfied during the Offer Period
and the contracts resulting from acceptances were declared unconditional by notice given on 22 May 2024. On 31 May
2024, Brightstar completed the acquisition of Linden, acquiring a relevant interest in 96.75% Linden shares and 96.81%
Linden options. On 10 July 2024, following completion of the compulsory acquisition processes, Brightstar completed the
acquisition of 100% of the shares and options of Linden. As Linden was deemed to have substantive business processes
in place with the ability to convert inputs to outputs, the acquisition has been treated as a business combination under
Australian Accounting Standards.
The total consideration comprised the issue of;
•
6.9 fully paid ordinary shares in Brightstar for every one Linden share held (1,479,701,855 Brightstar shares);
and
•
6.9 new Brightstar unlisted options for every one Linden unlisted option held on comparable terms (88,509,757
Brightstar options).
The fair value of shares issued was based upon the Company’s closing share price on 31 May 2024 of $0.015. The fair
value of the options was determined using Hoadley’s employee stock option model. Key valuation inputs include:
•
Share price: $0.015
•
Exercise price: $0.036
•
Vesting period: vest immediately
•
Expiry date: 25 February 2025
•
Volatility: 100%
•
Risk free rate: 4.11%
•
Dividend yield: nil
The combination of Linden and Brightstar creates a gold producer and development company with a material resource base
that supports the Company’s strategy of becoming a mid-tier gold producer.
- 68 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 16: BUSINESS COMBINATIONS (CONTINUED)
Acquisition of Linden (continued)
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities as at the date of the acquisition are as follows:
Fair value
$
Cash and cash equivalents
2,017,122
Trade receivables and other financial assets
825,225
Inventories
1,523,270
Property, plant and equipment
15,261,750
Right-of-use asset
54,512
Mine property and development
23,249,541
Exploration, evaluation and development expenditure
5,738,400
Trade and other receivables
3,392,000
Trade and other payables
(13,386,097)
Lease liabilities
(61,274)
Performance shares payable
(438,263)
Employee entitlements
(290,925)
Rehabilitation provision
(4,062,028)
Processing reconciliation payable
(2,567,558)
Borrowings1
(7,332,321)
Other liabilities
(1,582,233)
Acquisition date fair value of the total consideration transferred
22,341,121
Representing:
Shares issued to vendor (note 21)
19,911,944
Shares to be issued to the vendor (note 20)
2,283,584
Options issued to vendor
145,593
22,341,121
The net cash inflow from the above transaction was as follows:
Net cash acquired
2,017,122
1 Includes. as part of the acquisition, the loan from the Company to Linden of $4,442,845. The payment to acquire subsidiary
presented in the cash flow is presented net of the loan repayment.
Acquisition related costs
Acquisition related costs totalling $2,750,850 that were not directly attributable to the issue of shares are recognised within
transaction costs in the consolidated statement of profit and loss.
.
- 69 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 16: BUSINESS COMBINATIONS (CONTINUED)
Contribution to the Group’s results
From the date of acquisition, Linden has contributed $1,054,317 in revenue and increased the Group’s loss after tax by
$4,437,508 for the year ended 30 June 2024. Had the acquisition occurred at the beginning of the financial year, its
estimated that the Group revenues and loss after tax would have increased by $11,269,833 and $13,022,831 respectively
for the full year.
The values identified in relation to the acquisition of Linden are final as at 30 June 2024.
NOTE 17: TRADE AND OTHER PAYABLES
June 2024
June 2023
$
$
Current
Trade payables
15,779,959
958,521
Other payables and accruals
3,855,995
656,166
19,635,954
1,614,687
Non-Current
Other payables and accruals
933,509
848,644
933,509
848,644
Material accounting policy
Trade and other payables
Trade payables and other payables represent liabilities for goods and services provided to the Group prior to the end of
the financial year which are unpaid. The amounts are unsecured and the majority of suppliers are usually payable within
30-60 days of recognition.
NOTE 18: BORROWINGS
June 2024
June 2023
$
$
Current
Premium funding
108,737
-
108,737
-
Non-Current
Camp Financing Arrangement
2,181,818
-
Other loans
25,000
-
2,206,818
-
Material accounting policy
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the expected period of the borrowings (if shorter than the contractual loan term) using
the effective interest method.
- 70 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 19: PROVISIONS
June 2024
June 2023
$
$
Current
Employee benefits
557,527
196,593
Other
2,567,558
-
3,125,085
196,593
Non-Current
Rehabilitation
10,596,059
2,926,920
10,596,059
2,926,920
Other provisions include $2,567,558 owing to Genesis Minerals Limited relating to the difference between provisional and
final processing reconciliations on ore delivered by Linden Gold Alliance Limited during the financial year ending 30 June
2024.
The provision for rehabilitation represents the present value of estimated costs of site and pit rehabilitation based upon
costs of rehabilitation expected to be incurred at the date the rehabilitation is required and the area of currently disturbed
ground subject to rehabilitation as at balance date.
Reconciliation of movement in provision for rehabilitation:
June 2024
June 2023
$
$
Balance at 1 July 2023
2,926,920
3,111,668
Additions recognised through business combinations
4,062,028
-
Reassessment
3,455,034
(450,832)
Unwinding of discount
152,077
266,084
Balance at 30 June 2024
10,596,059
2,926,920
Material accounting policy
Provisions – Employee benefits
Wages, Salaries and Annual Leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in respect of
employees’ services up to the reporting date. They are measured at their nominal values using the remuneration rate
expected to apply at the time of settlement. Liabilities for non-accumulating sick leave are recognised when the leave is
taken and are measured at the rates paid or payable.
Long Service Leave
The liability for long service leave is recognised and measured at the present value of expected future payments to be
made in respect of services provided by employees up to the reporting. Consideration is given to expected future wage
and salary levels, experience of employee of departures, and period of service.
- 71 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 19: PROVISIONS (CONTINUED)
Material accounting policy
Provision for restoration and rehabilitation
A provision for restoration and rehabilitation is recognised when there is a present obligation as a result of development
activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the
amount of the provision can be measured reliably. The estimated future obligations include the costs of abandoning sites,
removing facilities and restoring the affected areas.
The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle
the restoration obligation at the balance date. Future restoration costs are reviewed annually and any changes in the
estimate are reflected in the present value of the restoration provision at each balance date.
The initial estimate of the restoration and rehabilitation provision is capitalised into the cost of the related asset and
amortised on the same basis as the related asset, unless the present obligation arises from the production of inventory
in the period, in which case the amount is included in the cost of production for the period. Changes in the estimate of
the provision for restoration and rehabilitation are treated in the same manner unless they are not expected to be
recovered over the course of the Groups operation where they are recognised in the Statement of Profit or Loss. The
unwinding of the effect of discounting on the provision is recognised as a finance cost rather than being capitalised into
the cost of the related asset.
NOTE 20: OTHER FINANCIAL LIABILITIES
June 2024
June 2023
Current Liabilities
$
$
Securities to be issued (i)
2,283,584
-
Legacy camp licence (ii)
1,449,912
-
3,733,496
-
(i)
Represents the value of shares and options to be issued in relation to the final consideration for the Linden
acquisition and settlement of Linden’s debt obligation with St Barbara Limited (refer note 29).
(ii)
Second Fortune Gold Project Pty Ltd (SFGP) entered into an Accommodation and Airstrip Agreement
(Agreement) with Legacy Iron Ore Limited (Legacy) on 3 October 2023. Pursuant to the Agreement, Legacy
has the right to use 35 fully serviced rooms at Linden’s camp and use Linden’s airstrip at times agreed by
Linden. The Agreement will continue for 20 months unless terminated earlier. Legacy paid Linden $2.75
million as a prepayment. This prepayment is reduced by $150,000 each month during the term as
consideration for the rights to access and use Linden’s camp and airstrip.
- 72 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 20: OTHER FINANCIAL LIABILITIES (CONTINUED)
June 2024
June 2023
Non-Current Liabilities
$
$
Contingent consideration payable to vendors of Lord Byron Mining Pty Ltd
438,263
-
438,263
-
Recognition and measurement
As part of Brightstar Resources Limited's (Brightstar) acquisition of Linden Gold Alliance Limited (Linden), Brightstar
assumed contingent liabilities payable to the vendors of Lord Byron Mining Pty Ltd (LBM) which become payable upon
certain milestones being met (LBM Deferred Consideration).
In accordance with the LBM SSSA Variation Agreement, Brightstar granted the LBM sellers (in their respective proportions)
the rights to deferred shares in consideration for the forfeiture of their respective LGA performance rights (LBM Deferred
Consideration Shares). The deferred shares comprise of three tranches with each tranche valued at $5 million.
The issues of the LBM Deferred Consideration Shares are subject to shareholder approval and if such approval is not
obtained, the LBM Sellers may elect to receive a cash payment in lieu of the issue of the LBM Deferred Consideration
Shares in respect of that tranche or defer the issue of the LBM Deferred Consideration Shares.
The relevant milestones of each tranche of the LBM Deferred Consideration are set out below:
(i)
Tranche A: A JORC 2012-compliant Mineral Resource Estimate for the Jasper Hills Project exceeding a total of
400,000oz gold at a grade of no less than 1.4g/t gold, utilising a cut-off grade of 0.5g/t gold.
(ii)
Tranche B: An Ore Reserve Estimate for the Jasper Hills Project exceeding a total of 120,000oz gold at a grade
of no less than 1.4g/t gold, utilising a cut-off grade of 0.5g/t gold as determined with the then JORC 2012-compliant
Mineral Resource Estimate.
(iii)
Tranche C: The first commercial production derived from the Jasper Hills Project.
As part of management's purchase price allocation analysis pursuant to AASB 3, Brightstar determined the present value
of Tranche C to be $438,263 and nil value attributable to Tranches A and B.
- 73 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 21: ISSUED CAPITAL
June 2024
June 2024
June 2023
June 2023
No.
$
No.
$
Fully paid ordinary shares
4,569,984,646
108,861,315
1,574,015,210
68,981,082
Date
Number
$
Movement in ordinary share capital
At 1 July 2022
646,860,869
43,254,388
Equity settlement of loan
18 October 2022
19,090,909
630,000
Equity settlement of Option Fee
18 October 2022
10,545,818
300,000
Placement
4 November 2022
44,000,000
660,000
Equity settlement of deferred remuneration
30 November 2022
11,131,227
189,231
Share-based employee bonus
30 November 2022
1,000,000
17,000
Placement
11 January 2023 – 31 March 2023
100,000,000
1,600,000
Acquisition of Kingwest Resources Ltd
26 May 2023
741,386,387
22,456,635
Less capital raising costs
(126,172)
At 30 June 2023
1,574,015,210
68,981,082
Consultant Shares
4 August 2023
5,454,545
60,000
Placement
4 August 2023
304,545,459
3,350,000
Placement - Director Shares
12 October 2023
13,636,364
150,000
Drilling Service Consideration Shares
12 October 2023
18,181,818
200,000
Placement
1 December 2023
454,545,456
5,000,000
Placement
4 April 2024
857,142,857
12,000,000
Acquisition of Linden Gold Alliance Ltd (Note
16)
3 June 2024
1,327,462,937
19,911,944
Advisor shares
3 June 2024
15,000,000
225,000
Less capital raising costs
-
(1,016,711)
At 30 June 2024
4,569,984,646
108,861,315
- 74 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 21: ISSUED CAPITAL (CONTINUED)
Ordinary shares
Ordinary shares entitle the holder to participate in the dividends and the proceeds on winding up in proportion
to the number of and amounts paid on the shares held.
At shareholders meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
Share buy-back
There is no current on-market share buy-back.
Material accounting policy
Ordinary share 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. Incremental costs directly attributable to the issue of new
shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase
consideration.
NOTE 22: RESERVES
June 2024
June 2023
$
$
Share-based payment reserve
4,630,016
2,458,253
Equity reserve
4,910,710
4,910,710
9,540,726
7,368,963
Movement in share-based payment reserve
June 2024
June 2023
$
$
Balance at 1 July 2023
2,458,253
1,355,132
Share based payments
2,171,763
1,103,121
Balance at 30 June 2024
4,630,016
2,458,253
Nature and Purpose of Reserves
Share-based payments reserve
This reserve is used to record the value of equity benefits provided to employees and unrelated parties for services or
acquisition.
Equity reserve
This reserve was created to record the difference between the fair value of the buy-back consideration and the historical
issue value of the buy-back shares upon completion of a company restructuring completed in November 2020.
- 75 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS
Shares
(1) On 4 August 2023, 5,454,545 fully paid ordinary shares were issued at a price of $0.011 per share, as part
consideration for the provision of investor relation services provided to the Company.
(2) On 4 August 2023, 18,181,818 fully paid ordinary shares were issued at a price of $0.011 per share, as consideration
in lieu of cash fees of outstanding liabilities for drilling services provided to the Company.
(3) On 3 June 2024:
1,327,462,937 fully paid ordinary shares were issued to shareholders of Linden Gold Alliance Ltd (“Linden”) as part
consideration for acquisition of Linden (“Consideration Shares”). The market price as of 31 May 2024 being $0.015
per share was selected for valuation purposes.
15,000,000 fully paid ordinary shares were issued as part consideration for services related to the acquisition of Linden.
The market price as of 31 May 2024 being $0.015 per share was selected for valuation purposes.
Share Option
2024
Grant date
Expiry date
Exercise
price
Balance at
1 July 2023
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance at
30 June
2024
Exercisable
at 30 June
2024
31-Dec-20
31-Dec-23
$0.060
4,000,000
-
-
(4,000,000)
-
-
31-Dec-20
31-Dec-23
$0.080
4,000,000
-
-
(4,000,000)
-
-
31-Dec-20
31-Dec-23
$0.100
4,000,000
-
-
(4,000,000)
-
-
12-Feb-21
12-Feb-24
$0.100
1,000,000
-
- (1,000,000)
-
-
22-Jun-21
22-Jun-24
$0.045
5,000,000
-
- (5,000,000)
-
-
1-Dec-21
1-Dec-24
$0.050
2,200,000
-
-
-
2,200,000
2,200,000
1-Dec-21
31-Dec-24
$0.050
20,000,000
-
-
-
20,000,000
20,000,000
30-Nov-22
30-Nov-26
$0.000
10,000,000
-
-
-
10,000,000
10,000,000
26-May-23
15-Sep-23
$0.068
2,960,526
-
-
(2,960,526)
-
-
26-May-23
30-Dec-23
$0.057
59,243,413
-
- (59,243,413)
-
-
26-May-23
29-Feb-24
$0.038
50,991,656
-
- (50,991,656)
-
-
26-May-23
15-Sep-24
$0.065
16,447,368
-
-
-
16,447,368
16,447,368
26-May-23
21-Oct-24
$0.076
21,052,631
-
-
-
21,052,631
21,052,631
26-May-23
7-Oct-24
$0.106
7,815,789
-
-
-
7,815,789
7,815,789
26-May-23
15-Feb-25
$0.108
4,473,685
-
-
-
4,473,685
4,473,685
26-May-23
28-Apr-25
$0.095
3,289,474
-
-
-
3,289,474
3,289,474
26-May-23
16-Jan-26
$0.023
3,289,474
-
-
-
3,289,474
3,289,474
26-May-23
16-Jan-26
$0.038
3,947,368
-
-
-
3,947,368
3,947,368
4-Sep-23
4-Aug-25
$0.020
-
40,000,000
-
-
40,000,000
40,000,000
4-Sep-23
7-Jul-26
$0.020
-
30,000,000
-
(15,000,000)
15,000,000
15,000,000
4-Sep-23
7-Jul-26
$0.030
-
30,000,000
-
(15,000,000)
15,000,000
15,000,000
31-May-24
30-Jun-26
$0.000
-
13,800,000
-
-
13,800,000
13,800,000
31-May-24
30-Jun-26
$0.023
-
4,221,944
-
-
4,221,944
4,221,944
31-May-24
25-Feb-25
$0.036
-
88,509,757
-
-
88,509,757
88,509,757
223,711,384
206,531,701
- (161,195,595)
269,047,490 269,047,490
- 76 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
2023
Grant date
Expiry date
Exercise
price
Balance at
1 July 2022
Granted
during the
year
Exercised
during the
year
Expired
during the
year
Balance at
30 June
2023
Exercisable
at 30 June
2023
9-Apr-20
8-Apr-23
$0.010
15,000,000
-
-
(15,000,000)
-
-
31-Dec-20
31-Dec-23
$0.060
4,000,000
-
-
-
4,000,000
4,000,000
31-Dec-20
31-Dec-23
$0.080
4,000,000
-
-
-
4,000,000
4,000,000
31-Dec-20
31-Dec-23
$0.100
4,000,000
-
-
-
4,000,000
4,000,000
12-Feb-21
12-Feb-24
$0.100
1,000,000
-
-
-
1,000,000
1,000,000
22-Jun-21
22-Jun-24
$0.045
5,000,000
-
-
-
5,000,000
5,000,000
1-Dec-21
1-Dec-24
$0.050
2,200,000
-
-
-
2,200,000
2,200,000
1-Dec-21
31-Dec-24
$0.050
20,000,000
-
-
-
20,000,000
20,000,000
30-Nov-22
30-Nov-26
$0.000
-
10,000,000
-
-
10,000,000
10,000,000
26-May-23
15-Sep-23
$0.068
-
2,960,526
-
-
2,960,526
2,960,526
26-May-23
30-Dec-23
$0.057
-
59,243,413
-
-
59,243,413
59,243,413
26-May-23
29-Feb-24
$0.038
-
50,991,656
-
-
50,991,656
50,991,656
26-May-23
15-Sep-24
$0.065
-
16,447,368
-
-
16,447,368
16,447,368
26-May-23
21-Oct-24
$0.076
-
21,052,631
-
-
21,052,631
21,052,631
26-May-23
7-Oct-24
$0.106
-
7,815,789
-
-
7,815,789
7,815,789
26-May-23
15-Feb-25
$0.108
-
4,473,685
-
-
4,473,685
4,473,685
26-May-23
28-Apr-25
$0.095
-
3,289,474
-
-
3,289,474
3,289,474
26-May-23
16-Jan-26
$0.023
-
3,289,474
-
-
3,289,474
3,289,474
26-May-23
16-Jan-26
$0.038
-
3,947,368
-
-
3,947,368
3,947,368
55,200,000
183,511,384
-
(15,000,000)
223,711,384
223,711,384
- 77 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
Securities issued this financial year
(1) On 4 September 2023, 40,000,000 Options were issued to a third party as fees for services provided to the Company.
The fair value of these options granted was calculated by using the Black Scholes Option Pricing Model by applying
the following inputs:
Consultant Options
Number of Options
40,000,000
Date of grant
4-Sep-2023
Share price at grant date
$0.012
Volatility factor
118.61%
Risk free rate
3.87%
Life of the Options (years)
2
Exercise price
$0.020
Valuation per Option
$0.0060
Total fair value of Consultant Options
$238,268
Volatility was determined by calculating the historical volatility of the Company’s share price over the previous two
years.
(2) On 4 September 2023, the Company also issued 60,000,000 Options to employees of the Company (2 tranches of
30,000,000), either as an incentive component to their remuneration packages or as fees for services provided to the
Company.
Half of the new issued Options were subsequently forfeited on 31 December 2023, on termination of employment.
The fair value of these options granted was calculated by using the Black Scholes Option Pricing Model by applying
the following inputs:
Employee Options
Tranche 1
Tranche 2
Number of Options
30,000,000
30,000,000
Date of grant
4-Sep-2023
4-Sep-2023
Share price at grant date
$0.012
$0.012
Volatility factor
118.56%
118.56%
Risk free rate
3.80%
3.80%
Life of the Options (years)
3
3
Exercise price
$0.020
$0.030
Valuation per Option
$0.0074
$0.0065
Total fair value of Employee Options
$221,578
$195,823
Volatility was determined by calculating the historical volatility of the Company’s share price over the previous three
years.
- 78 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
(3) On 3 June 2024, 88,509,757 unlisted options were issued to option holders of Linden Gold Alliance Ltd (Linden)
as part consideration for acquisition of Linden (Consideration Options). $145,593 has been recognised and
recorded as the fair value of the Consideration Options.
The fair value of these options granted was calculated by using the Hoadley Trading & Investment Tools (Hoadley)
ESO2 valuation model by applying the following inputs:
Consideration Options
Number of Options
88,509,757
Valuation date
31-May-24
Spot price
$0.015
Expected future volatility
100%
Risk free rate
4.11%
Early exercise multiple
2.5x
Exercise price
$0.036
Valuation per Option
$0.00164
Total fair value of Consideration Options
$145,593
(4) On 3 June 2024, 18,021,944 unlisted options were issued to two option holders of Linden Gold Alliance Ltd (Linden)
as replacement of their options in Linden which were cancelled when the acquisition of Linden became
unconditional (Replacement Options). $235,263 has been recognised and recorded as the fair value of the
Replacement Options.
The fair value of these options granted was calculated by using the Black Scholes Option Pricing Model by applying
the following inputs:
Replacement Options
Tranche 1
Tranche 2
Number of Options
4,221,944
13,800,000
Date of grant
22-May-24
22-May-24
Share price at grant date
$0.017
$0.017
Volatility factor
100.00%
100.00%
Risk free rate
4.11%
4.11%
Life of the Options (years)
2.1
2.1
Exercise price
$0.023
Nil
Valuation per Option
$0.0067
$0.0150
Total fair value of Replacement Options
$28,263
$207,000
Volatility was determined by calculating the historical volatility of the Company’s share price over the previous
two years.
- 79 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
(5)
On the 22 May 2024, the Company granted 50,000,000 options to Richard Crookes, Non- Executive Chairman.
These options were subsequently issued on 19 July 2024.
The fair value of these options granted was calculated by using the Black Scholes Option Pricing Model by applying
the following inputs:
Director Options
Tranche 1
Tranche 2
Number of Options
25,000,000
25,000,000
Date of grant
22-May-24
22-May-24
Share price at grant date
$0.017
$0.017
Volatility factor
100.00%
100.00%
Risk free rate
3.99%
3.99%
Life of the Options (years)
4.2
3.2
Exercise price
$0.040
$0.030
Valuation per Option
$0.0098
$0.0092
Total fair value of Director Options
$245,813
$229,450
Performance Rights
(1) On 3 June 2024, 77,625,000 Performance Rights expiring 3 June 2029 (in 4 tranches) were issued to two employees
of Linden who joined the Company following completion of the acquisition of Linden, as replacement of their lapsed
performance rights in Linden. Shareholders’ approval was obtained at the General Meeting held on 22 May 2024.
Tranche
Vesting condition
Percentage
1
The Company’s processing plant declares commercial production within 24 months of the
Takeover Offer becoming (or being declared) unconditional
25%
2
The Second Fortune Gold Project produces 50,000oz in cumulative production on a
cashflow positive basis within 36 months of the Takeover Offer becoming (or being
declared) unconditional
25%
3
The Company announcing the first gold production from the Jasper Hills Project within 24
months of the Takeover Offer becoming (or being declared) unconditional
25%
4
Cumulative production from the Company of 100,000oz within 36 months of the Takeover
Offer becoming (or being declared) unconditional
25%
- 80 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
Performance Rights (continued)
The fair value of these options granted was calculated by using the Black Scholes Option Pricing Model by applying the
following inputs:
Performance Rights
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Number of Rights
19,406,250
19,406,250
19,406,250
19,406,250
Date of grant
31-May-24
31-May-24
31-May-24
31-May-24
Share price at grant date
$0.015
$0.015
$0.015
$0.015
Volatility factor
100%
100%
100%
100%
Risk free rate
4.11%
4.11%
4.11%
4.11%
Life of the Rights (years)
5
5
5
5
Exercise price
Nil
Nil
Nil
Nil
Valuation per Right
$0.015
$0.015
$0.015
$0.015
Probability of vesting
factor
60%
50%
60%
30%
Valuation per Tranche
$174,656
$145,547
$174,656
$87,328
The valuation of the Performance Rights will be expensed in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income over the vesting period. For the year ended 30 June 2024, a share-based payment expense
of $19,473 has been recognised.
Volatility was determined by calculating the historical volatility of the Company’s share price over the previous two
years.
- 81 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
Securities issued in previous financial years
Options
(1) On 30 November 2022, 10,000,000 zero exercise price options (ZEPOs) exercisable on or before 30 November 2026
were issued to the Company’s former managing director William Hobba as a performance linked incentive component
in the remuneration package for Mr Hobba.
80% of the ZEPOs will vest upon the holder serving 12 months, from the date of grant, of continual services with the
Company either as a Director, consultant or employee. 20% of the ZEPOs will vest in 24 months upon the same
continual service requirement is fulfilled.
The fair value of these options granted was calculated by using the Black Scholes Option Pricing Model by applying
the following inputs:
ZEPOs
Number of Options
10,000,000
Date of grant
29-Nov-2022
Share price at grant date
$0.016
Volatility factor
153.21%
Risk free rate
3.24%
Life of the Options (years)
4
Exercise price
Nil
Valuation per Option
$0.0155
Total fair value of ZEPOs
$155,000
The valuation of the ZEPOs will be expensed in the Condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income over the vesting period per vesting conditions (i.e. 80% over 12 months and 20% over 24
months). For the year ended 30 June 2023, a share-based payment expense of $81,375 has been recognised.
Volatility was determined by calculating the historical volatility of the Company’s share price over the previous three
years.
Performance Rights
(1) On 31 March 2023, 80,000,000 Performance Rights expiring 31 March 2026 (in 6 tranches) were issued to the
Company’s managing director Alex Rovira upon shareholders’ approval obtained at the General Meeting held on
29 March 2023.
20% of the Performance Rights will vest upon the holder remaining in continuous employment with the Company for
a period of 24 months from the date of grant. 80% of the Performance Rights will vest in 36 months following
satisfaction of the vesting conditions. Each tranches’ vesting conditions are detailed below:
- 82 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
Performance Rights (continued)
Tranche
Vesting condition
Percentage
1
Remaining continuously employed or otherwise engaged by the Company (or any other
Group member) for a period of 24 months from commencement date
20%
2
Announcement by the Company of the delineation of a Mineral Resource Estimate of at
least 1.25Moz Au above 1.3g/t Au
10%
3
Announcement by the Company of the commencement of commercial production at the
Company’s Brightstar Gold processing plant of at least 10,000oz
20%
4
Announcement by the Company of gold production of 100koz or greater of contained gold
metal
10%
5
The Company achiever either:
(i)
a market capitalization of greater than $50,000,000 or;
(ii)
A 20-Day VWAP of greater than $0.04
10%
6
The Company achiever either:
(i)
a market capitalization of greater than $75,000,000 or;
(ii)
A 20-Day VWAP of greater than $0.06
10%
The fair value of these options granted was calculated by using the Black Scholes Option Pricing Model by applying the
following inputs:
Performance Rights
Number of Rights
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Tranche 5
Tranche 6
Date of grant
29-Mar-
2023
29-Mar-
2023
29-Mar-
2023
29-Mar-
2023
29-Mar-
2023
29-Mar-
2023
Share price at grant date
$0.016
$0.016
$0.016
$0.016
$0.016
$0.016
Volatility factor
136.19%
136.19%
136.19%
136.19%
136.19%
136.19%
Risk free rate
2.9%
2.9%
2.9%
2.9%
2.9%
2.9%
Life of the Rights (years)
3
3
3
3
3
3
Exercise price
Nil
Nil
Nil
Nil
Nil
Nil
Valuation per Right
$0.016
$0.016
$0.016
$0.016
$0.016
$0.016
Valuation per Tranche
$320,000
$160,000
$320,000
$160,000
$160,000
$160,000
The valuation of the Performance Rights will be expensed in the Condensed Consolidated Statement of Profit or Loss
and Other Comprehensive Income over the vesting period per vesting conditions (i.e. 20% over 24 months and 80%
over 36 months). For the year ended 30 June 2024, a share-based payment expense of $573,335 has been
recognised.
Volatility was determined by calculating the historical volatility of the Company’s share price over the previous three
years.
- 83 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
Expense recognised in relation to Share-Based Payments Reserve
The expense recognised in relation to the share-based payment transactions was recognised within profit or loss were as
follows:
June 2024
June 2023
$
$
Zero Exercise Price Options - granted 30-Nov-22
67,167
81,375
Performance Rights - granted 29-Mar-23
573,335
119,999
Consultant Options - granted 4-Sep-23
238,268
-
Employee Options - granted 4-Sep-23
417,401
-
Consideration Options – granted 31-May-24
145,593
-
Replacement Options – granted 22-May-24
235,263
-
Director Options – granted 22 May 24
475,263
-
Performance Rights – granted 31-May-2024
19,473
-
Total movement in reserves
2,171,763
201,374
Represented by
Share-based payment expense
2,026,170
201,374
Acquisition of subsidiary(Note 16)
145,593
-
2,171,763
201,374
Reconciliation of share-based payment expense to the expense recorded in profit and loss
June 2024
June 2023
$
$
Share-based payment expense
2,026,170
201,374
Shares issued for consideration of service
285,000
17,000
2,311,170
218,374
- 84 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 23: SHARE-BASED PAYMENTS (CONTINUED)
Material accounting policy
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to Key Management Personnel and
employees.
Equity-settled transactions are awards of shares, or options over shares, which are provided to employees in exchange
for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the
amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using an appropriate valuation model that takes into account the exercise price, the term of the option, the impact of
dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield
and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine
whether the consolidated entity receives the services that entitle the employees to receive payment. No account is
taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts
already recognised in previous periods.
NOTE 24: FAIR VALUE MEASUREMENTS
Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that
are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the
inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under
the accounting standards. An explanation of each level follows underneath the table.
June 2024
June 2023
$
$
Level 3
Financial assets
Other financial assets
3,392,000
-
Financial liabilities
Contingent consideration payable to vendors of Lord Byron Mining Pty Ltd
438,263
-
- 85 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 24: FAIR VALUE MEASUREMENTS (CONTINUED)
There were no transfers between levels for recurring fair value measurements during the year. The group’s policy is to
recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity
securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial
assets held by the group is the current bid price. The quoted market price incorporates the market's assumptions with
respect to changes in economic climate such as rising interest rates and inflation, as well as changes due to ESG risk.
These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the counter derivatives) is
determined using valuation techniques that maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level
3. This is the case for unlisted equity securities and for instruments where ESG risk gives rise to a significant unobservable
adjustment.
Valuation techniques used to determine fair values
Specific valuation techniques used to value financial instruments include:
•
discounted cash flow projections based on reliable estimates of future cash flows
Material accounting policy
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the
fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either
not available or when the valuation is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to
another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and
a comparison, where applicable, with external sources of data.
- 86 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 25: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s overall risk management programme focuses on the unpredictability of the financial markets and seeks to
minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to
measure and manage different types of risks to which it is exposed.
The carrying values of the Group’s financial instruments are as follows:
June 2024
June 2023
$
$
Financial assets
Cash and cash equivalents
7,961,484
425,707
Trade and other receivables
5,385,700
134,447
13,347,184
560,154
Financial liabilities
Trade and other payables
20,569,463
1,614,687
Lease liabilities
317,617
45,941
Borrowings
2,315,555
-
Other liabilities
3,733,496
-
26,936,131
1,660,628
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to
discharge an obligation.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at the reporting date of
recognised financial assets is the carrying amount of those assets, net of any allowance for credit losses, as disclosed in
consolidated statement of financial position and notes to the consolidated financial statements.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The credit risk on liquid
funds is limited because the counterparties are banks with a minimum credit rating of AA assigned by reputable credit
rating agencies. The Group’s maximum exposure to credit risk at the reporting date was $5,145,268. The Group does not
have any other material credit risk exposure to any single counterparty or group of counterparties under financial
instruments entered into by the group.
Capital risk management
The Group’s objectives when managing capital are to:
•
Safeguard their ability to continue as a going concern, so that it can continue to provide returns for shareholders
and benefits for other stakeholders; and
•
Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the number of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Given the stage of the Company’s development there are no formal targets set for return on capital. The Company is not
subject to externally imposed capital requirements. The net equity of the Company is equivalent to capital. Net capital is
obtained through capital raisings on the Australian Securities Exchange (“ASX”).
- 87 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 25: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its
reputation.
The Group manages liquidity risk by maintaining adequate cash reserves from funds raised in the market and by
continuously monitoring forecast and actual cash flows.
The following are the contractual maturities of financial liabilities:
1 year or less
1-5 years
> 5 years
Total
30 June 24
$
$
$
$
Trade and other payables
19,635,954
933,509
-
20,569,463
Borrowings
115,261
2,718,367
-
2,833,628
Lease Liabilities
110,092
227,223
-
337,315
Other liabilities
1,449,912
-
-
1,449,912
30 June 23
Trade and other payables
1,614,677
1,140,000
-
2,754,677
Lease Liabilities
74,166
316,226
-
390,392
Commodity price risk
The Group is exposed to the commodity price risk, as its gold sales are predominantly subject to prevailing market
prices.
At 10% upward movement in the price, the Group’s loss would decrease by $105,432.
- 88 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 26: COMMITMENTS AND CONTINGENCIES
Exploration commitments
The Group has an expenditure commitment of $2,043,580 for the 2024-2025 ($1,387,800 for the 2023-2024 year) period
to sustain current tenements under lease from the Department of Mines, Industry Regulation and Safety (DMIRS). The
expenditure commitment includes annual tenement rentals of $445,008 (2023: $264,311).
Capital expenditure commitments
The Directors are not aware of any other commitments from the Group’s operations as at 30 June 2024.
Contingencies
The Company will pay Stone Resources (HK) Limited (SRHKL) a 3% net smelter return (“NSR”) royalty on gold produced
from most of the tenements listed in the Tenement Schedule in the Company’s 2020 Annual Report.
In exchange for extinguishing $5,400,000 debt owed to Stone Resources (HK) Limited (SRHKL), the Company granted a
1.5% NSR royalty over six tenements (i.e. E38/3279, E38/3434, E38/3438, E38/3500, E38/3504 and P38/4508) to SRHKL
on 18 October 2022. This arrangement was approved by shareholders on 17 October 2022.
As part consideration for acquisition of exploration licences E38/3438, the Company agreed to pay Mining Equities Pty Ltd
1% NSR on gold produced from the above the tenement.
Exploration licence E38/3279 is subject to 1% NSR on gold produced from it which is payable to Mr Peter Gianni.
As announced on 25 October 2021, the Group acquired two prospective exploration licences within Western Australia,
E38/3500 and E38/3504, from Milford Resources Pty Ltd. Pursuant to the acquisition agreement, Milford Resources Pty
Ltd is entitled to a 1% net smelter royalty with respect of the tenements.
On 17 July 2023 the Company announced a tenement swap arrangement under which a 2% NSR was granted to Ardea
Resources Limited on lithium extracted and sold from E29/981.
As part of the acquisition of Linden during the financial year, the Company has assumed certain royalty obligations
including:
-
Lord Byron Mining Pty Ltd is obliged to pay Indago Resources Ltd a royalty on all minerals derived from tenements
M39/138, M39/139, M39/185 and M39/262. The royalty is equal to 2% of sale proceeds of each mineral product
sold.
-
Second Fortune Gold Project Pty Ltd (SFGP) is obliged to pay a NSR to Anova Royalties and Investments Pty
Ltd from material mined on tenements M39/794, M39/255, M39/649, M39/650, P39/5599, E39/2081, E39/1977
and E39/1539. The royalty is not payable unless and until 75,000 cumulative ounces of gold have been mined
and produced by SFGP from the relevant tenements. The royalty rate is 1.5% of the net smelter return from the
tenements until $1 million of royalty payments have been paid then the rate reduces to 1%.
Additional historical royalties may also exist over certain tenements of the Company. Whether the obligations to pay those
royalties remains is to be determined.
There were no other contingencies as at 30 June 2024 other than already disclosed.
Brightstar Resources Limited
- 89 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 27: RELATED PARTY DISCLOSURE
Parent entity
Brightstar Resources Limited is the parent entity.
Subsidiaries
Brightstar Resources Limited is the ultimate Australian parent entity and ultimate parent of the Group.
The consolidated financial statements include the financial statements of Brightstar Resources Limited and the subsidiaries
listed in the following table.
Country of
% Equity Interest
Name
Incorporation
2024
2023
Desert Exploration Pty Ltd
Australia
100%
100%
Kingwest Resources Pty Ltd
Australia
100%
100%
Menzies Operational and Mining Pty Ltd
Australia
100%
100%
Goongarrie Operational and Mining Pty Ltd
Australia
100%
100%
Roman Kings Pty Ltd
Australia
100%
100%
Golden Gladiator Pty Ltd
Australia
100%
100%
Pax Romana Resources Pty Ltd
Australia
100%
100%
Linden Gold Alliance Limited
Australia
100%
100%
Second Fortune Gold Project Pty Ltd (i)
Australia
100%
-
Second Fortune Gold Pty Ltd (i)
Australia
100%
-
Lord Byron Mining Pty Ltd (i)
Australia
100%
-
Devon Gold Project Pty Ltd (i)
Australia
100%
-
Red October Gold Project Pty Ltd (i)
Australia
100%
-
i.
During the year, the Company acquired Linden Gold Alliance Ltd (Linden), refer to note 16 for details.
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below
June 2024
June 2023
$
$
Short-term benefits
799,252
512,940
Share-based payments
1,270,279
201,375
Other long-term benefits
-
848,644
Post employment benefits
78,737
36,735
Total key management personnel compensation
2,148,268
1,599,694
Brightstar Resources Limited
- 90 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 27: RELATED PARTY DISCLOSURE (CONTINUED)
Transactions with related parties
Purchases from and sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions.
During the financial year the Company acquired Linden Gold Alliance Limited (Linden) via an unanimously recommended
off-market scrip takeover. As part of the Linden acquisition Mr Ashley Fraser joined the Company’s Board, effective 31
May 2024.
Linden entered into a Share Sale and Subscription Agreement (SSSA) with the sellers of Lord Byron Mining Pty Ltd (LBM)
effective 31 October 2023. Pursuant to the SSSA, Linden issued 93.75 million Performance Rights to the LBM Sellers in
proportion to their respective interests, of these 80 million Performance Rights were issued to Blue Capital Equities Pty Ltd
as trustee for Blue Capital Trust No. 2 (BCE), BCE is an entity controlled by Mr Fraser.
In accordance with the LBM SSSA Variation Agreement, Brightstar granted the LBM sellers (in their respective proportions)
the rights to deferred shares in consideration for the forfeiture of their respective LGA performance rights (LBM Deferred
Consideration Shares). The deferred shares comprise of three tranches with each tranche valued at $5 million.
The issues of the LBM Deferred Consideration Shares are subject to shareholder approval and if such approval is not
obtained, the LBM Sellers may elect to receive a cash payment in lieu of the issue of the LBM Deferred Consideration
Shares in respect of that tranche or defer the issue of the LBM Deferred Consideration Shares.
As part of the Linden acquisition the Company assumed Linden’s obligations in respect of a loan payable to BCE, an entity
controlled by Mr Fraser. The value of the loan at the Company’s acquisition was $866,382, during June 2024 the amount
of $866,382 (principal $750,000 and interest of $116,382) was repaid by the Company.
Blue Cap Mining Pty Ltd (BCM) is an entity controlled by Mr Fraser, BCM provide services to Linden including earthworks,
equipment hire, personnel, production, drilling and haulage. Since 1 June 2024, expenses incurred by the Company and
payable to BCM total $224,129.
Other than as outlined above, the Group did not enter into any further related party transactions with the Director, key
management personnel or their related entities.
Brightstar Resources Limited
- 91 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 28: PARENT ENTITY DISCLOSURES
Set out below is the summarised financial information of Brightstar Resources Limited, the parent entity of the Group. The
Group’s accounting policies are applied consistently across all entities within the Group, unless otherwise stated.
June 2024
June 2023
$
$
Assets
Current assets
10,366,406
204,916
Non-current assets
74,377,869
39,357,214
Total assets
84,744,275
39,562,130
Liabilities
Current liabilities
7,885,253
1,391,339
Non-current liabilities
7,775,256
4,051,714
Total liabilities
15,660,509
5,443,053
Equity
Issued capital
108,861,314
68,981,082
Accumulated losses
(49,429,884)
(42,230,968)
Reserves
9,652,336
7,368,963
Total equity
69,083,766
34,119,077
Total profit and other comprehensive (loss) / income for the year (after tax)
(6,304,395)
2,772,860
Commitments and Contingencies of the parent entity
Commitments and contingencies of the parent entity are the same as those of the group (refer note 26).
Brightstar Resources Limited
- 92 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 29: EVENTS AFTER THE BALANCE DATE
On 10 July 2024 the Company completed the acquisition of Linden Gold Alliance Limited and subsequently issued the
remaining consideration due to Linden shareholders and option holders whose Linden Shares and Linden Options were
compulsorily acquired to Linden, with the consideration being held on trust for those former Linden shareholders and
Linden option holders. Approximately 2.92 million options and 152.24 million shares were issued as the final consideration
for the Linden purchase including ~2.92 million options to Linden option holders, ~42.02 million shares to Linden
shareholders and ~110.22 million shares to St Barbara Limited to settle debt obligations of Linden.
On 10 July 2024 the Company announced its decision to upgrade the Menzies and Laverton Pre-Feasibility Study to a
Definitive Feasibility Study following positive drilling results.
On 1 August 2024 the Company announced it had entered into a Scheme Implementation Deed (SID) with Alto Metals Ltd
(Alto) under which Alto agrees to propose a Scheme of Arrangement (Scheme) between Alto and its shareholders. Under
the terms of the Scheme, Brightstar will acquire 100% of the shares in Alto and each Alto shareholder will receive four new
Brightstar shares for each Alto share held on the record date of the Scheme. The Scheme Consideration has an implied
equity value of 6 cents per Alto share and a fully diluted equity value for Alto of $44.4 million.
In addition to the Scheme, the Company entered into a Tenement Sale Agreement (Agreement) via its newly incorporated
wholly owned subsidiary Montague Gold Project Pty Ltd (MGP) with Gateway Mining Limited (Gateway) and its wholly
owned subsidiary Gateway Projects Pty Ltd (GPWA). Under the Agreement MGP proposes to acquire Gateway and
GPWA’s interest held in certain mining tenure in respect of Gateway’s Montague East Gold Project, with MGP obtaining
100% of the gold mineral rights and Gateway retaining all other mineral rights (Montague Acquistion). The Montague
Acquisition was subject to the satisfaction of conditions precedent, these conditions were satisfied on 24 September 2024.
The total consideration payable by the Company in respect of the Montague Acquisition is $14 million comprising:
-
an upfront cash payment of $5 million;
-
$7 million in Brightstar shares calculated at the lower of a 15 day Volume Weighted Average Price (VWAP) prior
to the announcement of the acquisition (1 August 2024) and the issue price of shares under the Share Placement
announced on 1 August 2024 (Gateway Consideration Shares); and
-
$2 million payable in Brightstar shares (subject to Brightstar’s shareholder approval and payable in cash if
shareholder approval is not received), upon commencement of commercial mining operations in respect of the
gold mineral rights, or the delineation of a JORC Mineral Resource on the tenements exceeding 1.0 Moz.
On 1 August 2024 the Company announced an equity raise via a two-tranche placement to raise $24 million (before costs)
at an issue price of 1.5 cents per share (Placement). Tranche 1 Placement shares were issued on 8 August 2024 with
gross proceeds of $17.5 million (before costs) received and approximately 1.17 billion shares issued to shareholders.
Tranche 2 of the Placement was subject to shareholder approval, this was granted at the Extraordinary General Meeting
(EGM) on 17 September 2024. Subsequently 433.33 million shares were issued for gross proceeds of $6.5 million (before
costs) at an issue price of 1.5 cents per share.
At the EGM on 17 September 2024, shareholders approved the issue of approximately 466.67 million of Gateway
Consideration Shares, the issue of 177.17 million shares to Genesis Minerals Limited as consideration for an amount owing
to Genesis ($2.66 Million) and approximately 66.67 million shares to Top Drill Pty Ltd for drilling services.
Brightstar Resources Limited
- 93 -
NOTES TO THE FINANCIAL STATEMEMENTS
FOR THE YEAR ENDED 30 June 2024
NOTE 30: AUDITORS’ REMUNERATION
During the financial year the following fees were paid or payable for services provided by Pitcher Partners BA&A Pty Ltd
and Moore Australia, the auditors of the company, and its subsidiaries.
June 2024
June 2023
$
$
Audit services - Pitcher Partners BA&A Pty Ltd
77,024
44,770
Audit or review of the financial statements
10,000
-
Engagement related to business combination
Other Services - Pitcher Partners BA&A Pty Ltd or related entities
Taxation compliance services
37,820
10,540
Engagement related to business combination
11,000
-
Audit and other services to the subsidiary - Moore Australia
Audit or review of the financial statements
93,002
-
Taxation compliance
39,000
-
267,846
55,310
Brightstar Resources Limited
- 94 -
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
The following table provides a list of all entities in the Group’s financial statements, prepared in accordance with the
requirements of Section 295(3) of the Corporations Act. The ownership interest is only disclosed for those entities which
are a body corporate, representing the direct and indirect percentage share capital owned by the Company.
Company name
Type of entity
% of share
capital as at
30 June 2024
Country of
incorporation
Country of
tax
residency
Brightstar Resources Limited (Holding
company)
Body corporate
-
Australia
Australia
Desert Exploration Pty Ltd
Body corporate
100%
Australia
Australia
Kingwest Resources Pty Ltd
Body corporate
100%
Australia
Australia
Roman Kings Pty Ltd
Body corporate
100%
Australia
Australia
Golden Gladiator Pty Ltd
Body corporate
100%
Australia
Australia
Pax Romana Resources Pty Ltd
Body corporate
100%
Australia
Australia
Menzies Operational and Mining Pty Ltd
Body corporate
100%
Australia
Australia
Goongarrie Operational and Mining Pty
Ltd
Body corporate
100%
Australia
Australia
Linden Gold Alliance Limited
Body corporate
100%
Australia
Australia
Second Fortune Gold Pty Ltd
Body corporate
100%
Australia
Australia
Second Fortune Gold Project Pty Ltd
Body corporate
100%
Australia
Australia
Lord Byron Mining Pty Ltd
Body corporate
100%
Australia
Australia
Devon Gold Project Pty Ltd
Body corporate
100%
Australia
Australia
Red October Gold Project Pty Ltd
Body corporate
100%
Australia
Australia
At the end of the financial year, no entity within the Group was a trustee of a trust within the Group, a partner in a
partnership within the Group, or a participant in a joint venture within the Group.
Brightstar Resources Limited
- 95 -
DIRECTORS’ DECLARATION
1.
In the opinion of the directors of Brightstar Resources Limited (the ‘Company’):
a.
the accompanying financial statements, notes and the additional disclosures of the Group are in
accordance with the Corporations Act 2001 including:
i.
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance for
the year then ended; and
ii.
complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and
the Corporations Regulations 2001; and
b.
there are reasonable grounds to believe that the Group will be able to pay its debts as and when they
become due and payable.
c.
the financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board.
d. the consolidated entity disclosure statement required by 295(3A) of the Corporations Act 2001, included on page
94, is true and correct.
2.
This declaration has been made after receiving the declarations required to be made to the directors in accordance
with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024.
This declaration is signed in accordance with a resolution of the Board of Directors pursuant to S.295 (5) of the Corporations
Act 2001.
Richard Crookes
Chairman
Dated this 27th day of September, 2024
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Brightstar Resources Limited (“the Company”) and its
controlled entities (“the Group”), which comprises the consolidated statement of financial position as
at 30 June 2024, 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 material accounting policy information, the
consolidated entity disclosure statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
(a)
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year then ended; and
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the financial report for the year ended 30 June 2024 which indicates
that the Group recorded a net loss of $6,391,755 (2023: net profit of $1,944,366), reported net cash
generated from operating activities $130,318 (2023: outflows of $832,042) and as at that date had
cash and cash equivalents of $7,961,484 (2023: $425,707). Additionally, the Group reported a
negative net working capital of $13,085,799 (2023: $1,131,942). These conditions, along with other
matters as set forth in Note 2, indicate the existence of a material uncertainty that may cast significant
doubt about the Group’s ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members
of which are separate and independent legal entities.
pitcher.com.au .
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
- 96 -
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
Key Audit Matter
How our audit addressed the key audit
matter
Acquisition of Linden Gold Alliance Limited and
its controlled entities
Refer to Note 16 to the financial report.
On 31 May 2024, Brightstar Resources Limited (“the
Company”) acquired a relevant interest in 96.75%
Linden Gold Alliance Limited (“Linden”) shares and
96.81% Linden options. This triggered a compulsory
acquisition, with the remaining interest subsequently
acquired on 10 July 2024.
Under the terms of the acquisition, 1,327,462,937
shares and 88,509,757 options in the Company were
issued as purchase consideration.
Given the consideration transferred for the assets
acquired was settled via issuance of shares and
options, the Group was required to apply AASB 2
Share-based Payments for recognition of the equity-
settled share-based payments.
The fair value of the consideration transferred by the
Group was $22,341,121 to acquire 100% of the
share capital of Linden Gold Alliance Limited.
The transaction constitutes a business combination
under AASB 3 Business Combinations and
Brightstar Resources Limited was determined to be
the acquirer for accounting purposes.
The details of the business combination accounting
are disclosed in Note 16 of the financial statements.
In undertaking the provisional business combination
accounting, the Group is required to measure the fair
value of the purchase consideration and measure
the fair value of identifiable assets, liabilities and
contingent
liabilities acquired at the acquisition date and assess
the existence of any goodwill.
The acquisition of the Linden Gold Alliance Limited is
key audit matter because it was a significant
transaction for the year given the financial and
operational impacts on the Group. In addition, the
Group made significant and complex judgements
when accounting for the acquisition.
Our audit procedures included, amongst others:
Obtaining an understanding of the design and
implementation of the relevant controls
associated with the accounting for the
Acquisition.
Evaluating the Group’s accounting policy by
considering the requirements of Australian
Accounting Standards, transaction agreements,
our understanding obtained of the business
acquired and minutes of the Board of Directors’
meetings.
Assessing the complex judgements used in the
Group’s calculation for the consideration
transferred via the issue of shares and options
to ensure it is consistent with the requirements
of AASB 2 Share-Based Payments.
Assessing the fair values of the acquired assets
and liabilities recognised, including:
•
Assessing the scope of the Group’s
external experts involved in estimating the
fair value of the acquired assets and
liabilities.
•
Reading the external valuation reports and
assessing and challenging the significant
assumptions made in valuing the acquired
assets and liabilities.
•
Evaluating the qualifications, competence
and objectivity of the Group’s experts used
to determine Linden’s fair value
provisionally allocated to the acquired
property, plant, and equipment, and mining
rights.
Reviewing the procedures performed by the
auditor of the acquired entity regarding the
assets acquired and the liabilities assumed at
the acquisition date.
Assessing the adequacy of the note disclosures
in Note 16 in light of the requirements of
Australian Accounting Standards.
- 97 -
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
Key Audit Matter
How our audit addressed the key audit
matter
Deferred exploration and evaluation expenditure
Refer to Note 3 and 14 to the financial report.
As at 30 June 2024, the Group held capitalised
exploration and evaluation expenditure of
$53,654,532.
The carrying value of deferred exploration and
evaluation expenditure is assessed for impairment
by the Group when facts and circumstances indicate
that the capitalised exploration and evaluation
expenditure may exceed its recoverable amount.
The determination as to whether there are any
indicators to require the deferred exploration and
evaluation expenditure to be assessed for
impairment involves a number of judgements
including but not limited to:
•
Whether the Group has tenure of the relevant
area of interest;
•
Whether the Group has sufficient funds to meet
the relevant area of interest minimum
expenditure requirements; and
•
Whether there is sufficient information for a
decision to be made that the relevant area of
interest is not commercially viable.
During the year, the Group determined that there
had been no indicators of impairment other than
those disclosed within note 14 to the financial report.
Given the size of the balance and the judgemental
nature of the impairment indicator assessments
associated with exploration and evaluation assets,
we consider this is a key audit matter.
Our procedures included, amongst others:
Obtaining an understating of and evaluating the
design and implementation of the relevant
processes and controls associated with the
capitalisation of exploration and evaluation
expenditure, and those associated with the
assessment of impairment indicators.
Examining the Group’s right to explore in the
relevant area of interest, which included
obtaining and assessing supporting
documentation. We also considered the status
of the exploration licences as it related to
tenure.
Considering the Group’s intention to carry out
significant exploration and evaluation activity in
the relevant area of interest, including an
assessment of the Group’s cash-flow forecast
models, discussions with senior management
and directors as to the intentions and strategy
of the Group.
Testing a sample of transactions by sighting
evidence of signed contracts, related invoices
and agreeing the treatment of the amount
recognised with the requirements or AASB 6.
Reviewing management’s evaluation and
judgement as to whether the exploration
activities within each relevant area of interest
have reached a stage where the commercial
viability of extracting the resource could be
determined.
Assessing the Group’s accounting policy as set
out within Note 3 and 14 for compliance with the
requirements of AASB 6 Exploration for and
Evaluation of Mineral Resources.
Assessing the adequacy of the disclosures
included within the financial report.
- 98 -
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
Key Audit Matter
How our audit addressed the key audit
matter
Share-based payments
Refer to Note 3, 22 and 23 to the financial report.
During the year ended 30 June 2024, share-based
payments represent $2,311,170 of the Group’s
expenditure. Share-based payments must be
recorded at fair value of the service provided, or in
the absence of such, at the fair value of the
underlying equity instrument granted.
Under Australian Accounting Standards, equity
settled awards are measured at fair value on the
measurement date taking into consideration the
probability of the vesting conditions (if any) attached.
This amount is recognised as an expense either
immediately if there are no vesting conditions, or
over the vesting period if there are vesting
conditions.
In calculating the fair value of the underlying equity
instrument there are key judgements that
management must make, including but not limited to:
•
Estimating the likelihood that the equity
instrument will vest;
•
Estimating expected future share price volatility;
•
Estimating expected dividend yield; and
•
Risk-free rate of interest.
Due to the significance to the Group’s financial
report and the level of judgment involved in
determining the fair value of the underlying equity
instrument granted, we consider the Group’s
calculation of the share-based payments expense to
be a key audit matter.
Our procedures included, amongst others:
Obtaining an understanding of and evaluating
the design and implementation of the processes
and controls associated with the preparation of
the valuation model used to assess the fair
value of the underlying equity instrument
granted.
Assessing the key judgements used in the
Group’s calculations of the fair value of the
underlying equity instruments, including but not
limited to:
•
Estimating the likelihood that the equity
instruments will vest;
•
Estimating expected future share price
volatility;
•
Estimating expected dividend yield; and
•
Risk-free rate of interest.
Assessing the Group’s accounting policy as set
out within Note 3, 22 and 23 for consistency with
the requirements of AASB 2 Share-based
Payments.
Assessing the adequacy of the disclosures
included within the financial report.
- 99 -
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
Key Audit Matter
How our audit addressed the key audit matter
Rehabilitation provision
Refer to Note 3 and 19 to the financial report.
The Group is liable to rehabilitate the environment
disturbed by the historical operations.
Rehabilitation activities are governed by a
combination of legislative and licence
requirements.
At 30 June 2024, the consolidated statement of
financial position included a provision for such
obligations of $10,596,059.
This was a key audit matter given the
determination of this provision requires evaluating
the key assumptions used by management and
judgement in the assessment of the nature and
extent of future works to be performed, the future
cost of performing the works, the timing of when
the rehabilitation will take place and the economic
assumptions such as the discount and inflation
rates applied to future cash outflows associated
with rehabilitation activities to bring them to their
present value.
Our procedures included, amongst others:
Obtaining an understanding and evaluating
the design and implementation of the
relevant controls associated with the
estimation of costs and other inputs utilised
within the rehabilitation estimate model.
Obtaining the Group’s assessment of its
obligations to rehabilitate disturbed areas and
the estimated future cost of that work, which
forms the basis for the rehabilitation provision
calculations.
Evaluating and testing key assumptions of
the Group’s assessment of its obligations to
rehabilitate disturbed areas. through the
performance of the following procedures:
•
considering the appropriateness of the
qualifications and experience of the
management consultant appointed as the
preparer and an expert in their field. In
doing so, reviewing and challenging the
judgements made by the preparer as an
expert in their field in respect of the
assumptions and estimates used to
determine the future costs to rehabilitate
disturbed areas.
•
examining supporting information for
significant changes in disturbance area
and future costs estimate from the prior
year.
•
considering the appropriateness of the
discount rate and inflation rates applied
to future cash outflows used in
calculating the provision.
Assessing the adequacy of the disclosures
included in the financial report.
- 100 -
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
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 30 June 2024, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001; and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
(i)
the financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
(ii) the consolidated entity disclosure statement that is true and correct and is free of
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with 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 scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
- 101 -
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
•
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 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.
- 102 -
BRIGHTSTAR RESOURCES LIMITED
ABN 44 100 727 491
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BRIGHTSTAR RESOURCES LIMITED
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 34 to 43 of the directors’ report for the
year ended 30 June 2024. In our opinion, the Remuneration Report of Brightstar Resources Limited,
for the year ended 30 June 2024, 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.
PITCHER PARTNERS BA&A PTY LTD
PAUL MULLIGAN
Executive Director
Perth, 27 September 2024
- 103 -
Brightstar Resources Limited
- 104 -
CORPORATE GOVERNANCE STATEMENT
The Company’s charters, policies and procedures are regularly reviewed and updated to comply with law and best practice.
These charters and policies as well as the Company’s Corporate Governance Statement can be viewed on the Company’s
website located at www.brightstarresources.com.au. The Company is committed to applying the ASX Corporate
Governance Council’s Corporate Governance Principles (4th Edition) (ASX Principles and Recommendations) and the
Corporate Governance Statement discloses the extent to which the entity has followed the recommendations set by the
ASX Corporate Governance Council during the financial year ended 30 June 2024.
Brightstar Resources Limited
- 105 -
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Limited and not disclosed elsewhere in this report is
set out below. This information is effective as at 23 September 2024.
Distribution of Shares
Range
Number of Holders
Securities Held
1 – 1,000
167
24,708
1,001 – 5,000
213
650,545
5,001 – 10,000
272
2,192,640
10,001 – 100,000
2,060
97,506,166
100,001 over
2,121
6,565,684,329
Rounding Total
4,833
6,666,058,388
The number of shareholdings held in less than marketable parcels is 1,300 shareholders amounting to 15,671,122 shares.
Top 20 Largest Shareholders
Shareholder
Shares Held
% of Issued Capital
ST BARBARA LIMITED
638,947,071
9.59
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
592,322,255
8.89
LION SELECTION GROUP LIMITED
529,523,810
7.94
MR JACK ZEEV YETIV
493,722,944
7.41
LINDEN RESOURCES PTY LTD
234,302,300
3.51
SANDHURST TRUSTEES LTD
219,870,996
3.30
GENESIS MINERALS LIMITED
177,168,135
2.66
CITICORP NOMINEES PTY LIMITED
176,426,810
2.65
BELL POTTER NOMINEES LTD
139,658,542
2.10
BLUE CAPITAL EQUITIES PTY LTD
133,495,680
2.00
BNP PARIBAS NOMINEES PTY LTD
116,967,979
1.75
MAKO MINING PTY LTD
108,981,253
1.63
MS SANDRA WHEELER
75,265,010
1.13
MR KENNETH JOSEPH HALL
69,000,000
1.04
RME CAPITAL PTY LTD
66,666,667
1.00
TOPDRILL HOLDINGS PTY LTD
66,666,667
1.00
MR STEPHEN DARREN SWEENEY
50,822,152
0.76
MR RICHARD ARTHUR LOCKWOOD
50,000,000
0.75
MINE TRADES & MAINTENANCE ELECTRICAL PTY LTD
45,863,636
0.69
AIGLE ROYAL SUPERANNUATION PTY LTD
44,071,429
0.66
Total Top 20 Holders
4,029,743,336
60.45
Total Remaining Holders
2,636,315,052
39.55
Total Ordinary Shares on Issue
6,666,058,388
100.00
Brightstar Resources Limited
- 106 -
ASX ADDITIONAL INFORMATION (Continued)
Substantial Shareholders
Shareholder
Ordinary Shares
%Held of Total
Ordinary Shares
St Barbara Limited
638,947,071
9.59%
Mr Jack Yetiv
600,722,944
9.01%
Lion Selection Group Limited
529,523,810
7.94%
Collins St and associated entities
380,206,378
5.70%
Voting Rights:
One vote for each ordinary share held in accordance with the Company’s Memorandum and Articles of
Association. Unlisted Options and Share Performance Rights do not carry any voting rights.
On-Market Buy-Back:
There is no current on-market buy-back.
Restricted Securities:
The Company currently has the following restricted securities:
•
462,061,526 fully paid ordinary shares classified by ASX as restricted securities and to be held in
escrow until 3 June 2025 unless released prior to with written consent by the Company.
•
110,218,875 fully paid ordinary shares classified by ASX as restricted securities and to be held in
escrow until 10 July 2025 unless released prior to with written consent by the Company.
•
133,495,680 fully paid ordinary shares classified by ASX as restricted securities and to be held in
escrow until 3 June 2025.
•
234,302,300 fully paid ordinary shares classified by ASX as restricted securities and to be held in
escrow until 31 March 2026.
Brightstar Resources Limited
- 107 -
ASX ADDITIONAL INFORMATION (Continued)
Unquoted Securities
The Company had the following unquoted securities on issue as at 23 September 2024:
Type of Securities
Date of Expiry
Exercise Price ($)
Number of
Securities
Number of Holders
Options
4 August 2025
0.02
40,000,000
4
Options
7 July 2026
0.03
15,000,000
1
Options
7 July 2026
0.02
15,000,000
1
Options
30 November 2026
Nil
10,000,000
1
Options
1 December 2024
0.05
2,200,000
2
Options
31 December 2024
0.05
20,000,000
2
Options
21 October 2024
0.076
21,052,631
3
Options
15 February 2025
0.108
4,473,685
5
Options
28 April 2025
0.095
3,289,474
1
Options
16 January 2026
0.023
3,289,474
1
Options
16 January 2026
0.038
3,947,368
1
Options
7 October 2024
0.106
7,815,789
10
Options
30 June 2026
Nil
13,800,000
2
Options
30 June 2026
0.023
4,221,944
2
Options
25 February 2025
0.036
91,425,008
95
Options
19 July 2027
0.03
25,000,000
1
Options
19 July 2028
0.04
25,000,000
1
Options
7 July 2026
0.025
25,000,000
2
Options
7 July 2026
0.035
25,000,000
2
Options
1 July 2027
0.025
20,000,000
1
Options
1 July 2027
0.035
20,000,000
1
Performance
Rights
31 March 2026
Nil
137,625,000
3
Brightstar Resources Limited
- 108 -
ASX ADDITIONAL INFORMATION (Continued)
Tenement Schedule at 27 September 2024
Project
Tenement ID
Status
Register Holder/Applicant
Ownership
Menzies
E29/966
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
E29/981
Granted
Kalgoorlie Nickel Pty Ltd (1)
100%
Menzies
E29/984
Granted
Menzies Operational & Mining Pty Ltd (3)
100%
Menzies
E29/996
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
E29/1062
Granted
Goongarrie Operational & Mining Pty Ltd (4)
100%
Laverton
E38/2411
Granted
Brightstar Resources Limited
100%
Laverton
E38/2452
Granted
Brightstar Resources Limited
100%
Laverton
E38/2894
Granted
Brightstar Resources Limited
100%
Laverton
E38/3198
Granted
Brightstar Resources Limited
100%
Laverton
E38/3279
Granted
Brightstar Resources Limited
100%
Laverton
E38/3331
Granted
Brightstar Resources Limited
100%
Laverton
E38/3434
Granted
Brightstar Resources Limited
100%
Laverton
E38/3438
Granted
Brightstar Resources Limited
100%
Laverton
E38/3500
Granted
Brightstar Resources Limited
100%
Laverton
E38/3504
Granted
Brightstar Resources Limited
100%
Laverton
E38/3673
Granted
Brightstar Resources Limited
100%
Laverton
E39/1539
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
E39/1977
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
E39/2081
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
E39/2385
Pending
Lord Byron Mining Pty Ltd
100%
Laverton
E39/2386
Pending
Lord Byron Mining Pty Ltd
100%
Laverton
E39/2387
Pending
Lord Byron Mining Pty Ltd
100%
Menzies
L29/42
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
L29/43
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
L29/44
Granted
Menzies Operational & Mining Pty Ltd
100%
Laverton
L38/100
Granted
Brightstar Resources Limited
100%
Laverton
L38/120
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
L38/123
Granted
Brightstar Resources Limited
100%
Laverton
L39/124
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
L38/154
Granted
Brightstar Resources Limited
100%
Brightstar Resources Limited
- 109 -
ASX ADDITIONAL INFORMATION (Continued)
Tenement Schedule at 27 September 2024 (Continued)
Project
Tenement ID
Status
Register Holder/Applicant
Ownership
Laverton
L38/163
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
L38/164
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
L38/168
Granted
Brightstar Resources Limited
100%
Laverton
L38/169
Granted
Brightstar Resources Limited
100%
Laverton
L38/171
Granted
Brightstar Resources Limited
100%
Laverton
L38/185
Granted
Brightstar Resources Limited
100%
Laverton
L38/188
Granted
Brightstar Resources Limited
100%
Laverton
L38/205
Granted
Brightstar Resources Limited
100%
Laverton
L38/384
Pending
Brightstar Resources Limited
100%
Laverton
L39/12
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
L39/13
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
L39/14
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
L39/124
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
L39/214
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
L39/230
Granted
Second Fortune Gold Project Pty Ltd
100%
Menzies
M29/14
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
M29/88
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
M29/153
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
M29/154
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
M29/184
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
M29/212
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
M29/410
Granted
Menzies Operational & Mining Pty Ltd
100%
Laverton
M38/1056
Granted
Brightstar Resources Limited
100%
Laverton
M38/1057
Granted
Brightstar Resources Limited
100%
Laverton
M38/1058
Granted
Brightstar Resources Limited
100%
Laverton
M38/241
Granted
Brightstar Resources Limited
100%
Laverton
M38/314
Granted
Brightstar Resources Limited
100%
Laverton
M38/346
Granted
Brightstar Resources Limited
100%
Laverton
M38/381
Granted
Brightstar Resources Limited
100%
Laverton
M38/549
Granted
Brightstar Resources Limited
100%
Laverton
M38/917
Granted
Brightstar Resources Limited
100%
Brightstar Resources Limited
- 110 -
ASX ADDITIONAL INFORMATION (Continued)
Tenement Schedule at 27 September 2024 (Continued)
Project
Tenement ID
Status
Register Holder/Applicant
Ownership
Laverton
M38/918
Granted
Brightstar Resources Limited
100%
Laverton
M38/968
Granted
Desert Exploration Pty Ltd
100%
Laverton
M38/984
Granted
Brightstar Resources Limited
100%
Laverton
M39/185
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
M39/262
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
M39/255
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
M39/649
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
M39/650
Granted
Second Fortune Gold Project Pty Ltd
100%
Laverton
M39/794
Granted
Second Fortune Gold Project Pty Ltd
100%
Menzies
P29/2346
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2380
Granted
Goongarrie Operational & Mining Pty Ltd (5)
100%
Menzies
P29/2381
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
P29/2412
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
P29/2413
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
P29/2450
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2467(6)
Granted
Goongarrie Operational & Mining Pty Ltd (5)
100%
Menzies
P29/2468(6)
Granted
Goongarrie Operational & Mining Pty Ltd (5)
100%
Menzies
P29/2511
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2512
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2513
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2514
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2515
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2531(6)
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
P29/2533(6)
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
P29/2538
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2539
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2578(6)
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2579(6)
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2580(6)
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2581
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2582(6)
Granted
Menzies Operational & Mining Pty Ltd
100%
Brightstar Resources Limited
- 111 -
ASX ADDITIONAL INFORMATION (Continued)
Tenement Schedule at 27 September 2024 (Continued)
Project
Tenement ID
Status
Register Holder/Applicant
Ownership
Menzies
P29/2583
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2584(6)
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2585(6)
Granted
Menzies Operational & Mining Pty Ltd
100%
Menzies
P29/2588
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
P29/2649
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2650
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2651
Granted
Kalgoorlie Nickel Pty Ltd (3)
100%
Menzies
P29/2675
Pending
Goongarrie Operational & Mining Pty Ltd
100%
Menzies
P29/2676
Pending
Goongarrie Operational & Mining Pty Ltd
100%
Laverton
P38/4377
Granted
Brightstar Resources Limited
100%
Laverton
P38/4385
Granted
Brightstar Resources Limited
100%
Laverton
P38/4431
Granted
Brightstar Resources Limited
100%
Laverton
P38/4432
Granted
Brightstar Resources Limited
100%
Laverton
P38/4433
Granted
Brightstar Resources Limited
100%
Laverton
P38/4444
Granted
Brightstar Resources Limited
100%
Laverton
P38/4446
Granted
Brightstar Resources Limited
100%
Laverton
P38/4447
Granted
Brightstar Resources Limited
100%
Laverton
P38/4448
Granted
Brightstar Resources Limited
100%
Laverton
P38/4449
Granted
Brightstar Resources Limited
100%
Laverton
P38/4450
Granted
Brightstar Resources Limited
100%
Laverton
P38/4508
Granted
Brightstar Resources Limited
100%
Laverton
P38/4545
Granted
Brightstar Resources Limited
100%
Laverton
P38/4546
Granted
Brightstar Resources Limited
100%
Laverton
G38/39
Granted
Brightstar Resources Limited
100%
Laverton
M38/9
Granted
Brightstar Resources Limited
100%
Laverton
M38/94
Granted
Brightstar Resources Limited
100%
Laverton
M38/95
Granted
Brightstar Resources Limited
100%
Laverton
M39/138
Granted
Lord Byron Mining Pty Ltd
100%
Laverton
M39/139
Granted
Lord Byron Mining Pty Ltd
100%
Menzies
P29/2656
Granted
Goongarrie Operational & Mining Pty Ltd
100%
Laverton
P38/4558
Granted
Brightstar Resources Limited
100%
Brightstar Resources Limited
- 112 -
ASX ADDITIONAL INFORMATION (Continued)
Tenement Schedule at 27 September 2024 (Continued)
Notes:
1
Brightstar holds gold and lithium rights in relation to this tenement.
2
Brightstar holds all rights in relation to these tenements.
3
Kalgoorlie Nickel Pty Ltd holds all rights in relation to these tenements.
4
Kalgoorlie Nickel Pty Ltd holds tenement infrastructure rights in relation to this tenement.
5
Kalgoorlie Nickel Pty Ltd holds all rights in relation to these tenements other than gold rights,
which are held by Goongarrie Operational and Mining Pty Ltd.
6
Application for extension of term has been submitted with approval pending.