ACN: 616 795 245
ANNUAL REPORT
30 JUNE 2021
2021 Annual Report
Corporate Directory
Letter from the Chairman
Directors’ Report
CONTENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors' Declaration
Auditor’s Independence Declaration
Independent Auditors’ Report
Annual Mineral Resource Statement
Additional ASX Information
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2021 Annual Report
Corporate Directory
Directors
Mr Ian Stuart (Non-executive Chair)
Mr Neil Marston (Managing Director)
Mr Leslie Ingraham (Non-executive Director)
Company Secretary
Mr Neil Marston
Registered Office & Principal Place of Business
Level 1, 85 Havelock Street
West Perth WA 6005
Telephone
08 9321 0001
Share Registry
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth WA 6000
Telephone
Facsimile
08 9323 2000
08 9323 2033
Auditors
Elderton Audit Pty Ltd
Level 2, 267 St Georges Terrace,
Perth WA 6000
Solicitors
Steinepreis Paganin
Level 4, The Read Building,
16 Milligan Street,
Perth WA 6000
Securities Exchange Listing
Bryah Resources Limited shares (BYH) and options (BYHOA) are quoted on the Australian Securities
Exchange (ASX).
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2021 Annual Report
Letter from the Chair
On behalf of your Board of Directors, I have pleasure in presenting the 2021 Annual Report and Financial
Statements of Bryah Resources Limited for the year to 30 June 2021. Since the last Annual Report, Bryah has
achieved some significant milestones in its exploration for the critical energy metals of copper and
manganese. The outlook for these metals is very positive with the push to decarbonise the world over the
coming decades expected to push demand to record levels.
In 2020/21 the Company has identified a significant copper-gold target at the Windalah Prospect. Through a
series of drilling programs we have identified what we believe to be a Volcanogenic Massive Sulphide (VMS)
system at Windalah. The anomalous multi-element zone at Windalah provides the Company with a coherent
exploration target over a strike length exceeding 500 metres, which we are currently diamond drill testing to
depths of 350 metres.
The Company has also been very active with manganese exploration activities under the Bryah
Basin Manganese Joint Venture with OM (Manganese) Limited, a wholly owned subsidiary of ASX-listed
OM Holdings Limited, a vertically
is
funding exploration activities in order to earn a 51% JV interest later this year.
integrated manganese company. OM (Manganese) Limited
Diamond drilling at the Brumby Creek Prospect has intersected zones of high-grade manganese, with
some of this core presently being tested using a series of metallurgical techniques to identify the best
processing method. We are looking forward to the release of our maiden Mineral Resource Estimate for
manganese in the near future, whilst recently concluded drilling at Brumby Creek also has results pending.
Our Gabanintha Project has also yielded some very encouraging results this year. Previous testwork on the
copper and nickel identified in the deposit at the Australian Vanadium Project has enabled the Company to
announce a maiden mineral resource. Sampling of historical drilling pulps at Gabanintha have also recorded
some significant zones of gold in cross-faults to the high-grade vanadium resource. The Company plans to
drill test these areas for gold in the coming months.
The Company has also been successful in realising value in its Tumblegum South Prospect at Gabanintha.
The sale of this asset to Star Minerals Limited is close to finalisation and we look forward to seeing the
project advanced by Star Minerals with Bryah retaining a significant equity position in that company.
Bryah Resources Limited recorded a total comprehensive loss after tax of $1,883,520 (2020: $811,052 ) for
the period ended 30 June 2021. Capitalised expenditure on exploration, excluding tenement acquisition
costs, was $912,705 (2020: $551,537) during the financial year.
During the year the Company completed three placements; in July and December 2020 and June 2021 to
raise $4,773,452 before costs. A further $1,000,000 was successfully raised following shareholder approval
in July 2021. The placements have placed the business in a sound financial position going into 2022.
The Board of Bryah Resources Limited remains committed to developing a successful well-funded,
exploration business with a focus on copper, manganese and other critical energy metals. I again thank
management, our employees and consultants for their achievements this year and the ongoing support of
our growing number of shareholders. We look forward to another very active year on our Projects in 2022.
Yours faithfully
Ian Stuart
Non-Executive Chair
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2021 Annual Report
Directors’ Report
Your directors present their report on Bryah Resources Limited (“Bryah” or the “Company”) and its
subsidiary (the “Consolidated Entity” or “Group”) for the year ended 30 June 2021.
Corporate Highlights
Corporate
• $4,773,452 raised to fund gold-copper exploration activities and working capital
Bryah Basin –Gold-Copper
• Drilling at the Windalah Prospect identified significant VMS copper-gold target
• Major RC/diamond program commenced in April 2021 to test Windalah VMS copper-
gold target at depth
Bryah Basin – Manganese Joint Venture
• Manganese Joint Venture with OM (Manganese) Limited (OMM) over 600 km2 of
landholding
• Current Joint Venture Interests - 60% Bryah, 40% OMM
• OMM sole funding exploration activities to increase its Joint Venture interest up to
51% . Bryah is Project Manager until OMM earn a 51% Joint Venture interest
•
Significant high-grade manganese identified in core drilling during 2021 at Brumby
Creek Prospect
• GAIP surveys identify potentially concealed manganese targets at Brumby Creek
• Metallurgical testwork and Mineral Resource Estimates underway
Gabanintha – Gold-Base Metals
• Tumblegum South gold deposit to be sold to Star Minerals Limited for $0.5M cash
and $1.8M in Star ordinary shares and 7 million Performance Rights
•
•
Sampling of historical drilling pulps identifies gold within cross-faults adjacent to the
Australian Vanadium Project
Indicated and Inferred Mineral Resource estimate for base metals in the Australian
Vanadium Project increased to 31.3 million tonnes @ 761 ppm Nickel, 210 ppm
Copper and 228 ppm Cobalt
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2021 Annual Report
Review of Operations
Bryah holds a quality exploration portfolio in the highly prospective Bryah Basin and Gabanintha
areas in central Western Australia (see Figure 1), with both projects considered to have potential to
host high-grade gold, copper-gold and manganese mineral deposits.
Figure 1 - Project Location Map
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2021 Annual Report
Bryah Basin Project - Copper-Gold (100% BYH)
The Company’s Bryah Basin Project covers 1,165km2 of highly prospective ground, mainly within the
Bryah Basin in central Western Australia. The Bryah Basin hosts high-grade Volcanogenic Massive
Sulphide (“VMS”) copper-gold deposits at the DeGrussa, Monty and historic Horseshoe Lights
mines, as well as significant epigenetic gold deposits including the Fortnum gold mine (see Figure
2).
During the period, the Company undertook 4 drilling programs as part of its gold-copper exploration
activities in the Bryah Basin. Drilling has focused on the Windalah copper-gold prospect and included
an aircore program in September 2020, followed by a reverse circulation (RC) drilling program in
April 2021. A follow-up aircore program was completed in May 2021, testing the Windalah and
Mount Labouchere prospects. A diamond drilling program at Windalah was commenced in August
2021 and is ongoing as at the date of this report.
Windalah Drilling Programs
Figure 2 - Bryah Basin Project Location Plan
The main aim of the aircore drilling programs undertaken during the period was to test the large
geochemical anomaly discovered in earlier surface sampling. Drill holes were generally vertical and
drilled to blade refusal with 67 holes completed for 5,836 metres.
Downhole assay data from the aircore drilling has confirmed the presence of significant pathfinder
geochemical anomalism in the Windalah area. A high tenor multi-element anomaly (As-Ag-Sb-Mo-
(Cd-Pb-Se)) has been identified, that coincides with some minor copper-gold anomalism.
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2021 Annual Report
This suite of elements is typical of many VMS deposits globally and is comparable with the well-
documented geochemical signature identified at the nearby Horseshoe Lights Cu-Au deposit.
In April 2021 the Company completed the first of a multi-phase RC/diamond drilling program to
depths of 350 metres to test below the significant multi-element pathfinder minerals anomaly
identified in the aircore drilling. 8 holes (BBRC060-68) were drilled for 1,925 metres (see Figure 3).
Of these holes, three holes achieved close to their target depths of up to 350 metres. Five holes did
not reach target depth due to the ground conditions with some of these subsequently extended
with diamond tails.
Figure 3 - Windalah Prospect Drill Hole Location Plan
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2021 Annual Report
Assay results from the RC drilling have significantly increased the size and tenor of the downhole
geochemical anomaly identified in the shallow aircore drilling.
The enrichment observed at Windalah is likely to be hosted within the footwall sulphide-sericite-
chlorite alteration system of a larger VMS system. Zonation of pathfinder elements such as arsenic
and antimony is helping the Company vector exploration drilling.
The sulphide-rich zone intersected in the RC drilling lies within moderate to intensely sericite-
chlorite-pyrite altered mafic volcanic/volcaniclastic rocks of the Narracoota Formation, just beneath
the contact with the overlying sediments of the Ravelstone Formation (see Figure 4). This sulphide-
rich zone is considered to be the source of the surface geochemical anomaly and is being targeted
with the current diamond drilling program.
Figure 4 – Drill Section through BRRC062 and BRRC068 showing target zone for diamond drilling
Mount Labouchere Prospect
The Mount Labouchere Prospect was identified from shallow drilling in early 2020 which showed
anomalism in copper, nickel and cobalt, which prompted further investigation, including a short
aircore drilling program in May 2021.
Six aircore drill holes for 279 metres were drilled with four of the six holes drilled recording elevated
copper values (>500ppm Cu) at the bottom of the hole. The best results were:
•
21MLAC004: 33 metres (0-33m) @ 0.13% Cu, 683 ppm Co and 583 ppm Ni,
including 12m (0-12m) @ 0.22% Cu, 0.11% Co and 0.16% Ni
A series of mineralogy tests will be undertaken from drill cuttings to obtain a better understanding
of the geology hosting the copper mineralisation before follow-up deeper RC drilling is undertaken.
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2021 Annual Report
Bryah Basin Project – Manganese Joint Venture (60% BYH)
The Bryah Basin hosts several historical manganese mining areas. The Horseshoe Range has been
the main manganese producing region within the Bryah and Padbury Basins with production
dominated by the Horseshoe South Mine and a satellite deposit at Horseshoe North. Reported
production from these deposits from 1948 to 1971, was 490,000 tonnes of manganese ore at an
average grade of 42% manganese1.
Mining between 2008 and 2011 produced over 400,000 tonnes of manganese ore from the
reprocessing of historical stockpiles and open pit mining at Horseshoe South.
In April 2019, Bryah executed a Farm-In and Joint Venture Agreement (“Agreement”) with OM
(Manganese) Limited (“OMM”), a wholly owned subsidiary of ASX-listed OM Holdings Limited2.
The Agreement applies to the rights to manganese only over approximately 600 km2 in the Bryah
Basin, including the historic Horseshoe South mine. The Agreement objective is to explore for
commercially mineable manganese, potentially leading to near term production.
Under Stage 1 of the Agreement, OMM funded $500,000 of project expenditure which yielded
highly encouraging manganese drilling results. In August 2019, OMM elected under the Agreement
to proceed and the Joint Venture (“JV”) was formed, whereby OMM secured an initial 10% JV
interest.
Under Stage 2 of the Agreement, OMM has progressively funded $2.0 million of exploration
expenditure in four tranches, to earn up to a 51% interest in the JV by 30 June 2022. OMM has
completed funding to earn a 40% JV interest and have committed to fund the final tranche of
$500,000, which will increase its total JV interest to 51%.
Bryah is Project Manager of the JV until OMM has earned its 51% JV interest and has elected to be
Project Manager.
Drilling Programs
During the reporting period three manganese drilling programs were completed. A total of 83 RC
drill holes for 2,181 metres was completed in October 2020 at the historic Horseshoe South mine
and the Brumby Creek Prospects. A diamond core drilling program was completed in January 2021
with seven holes drilled for a total of 200.9 metres to recover core samples from the Brumby
Creek and Horseshoe South Extended areas for analysis, density and beneficiation testwork.
Full uncut diamond core was scanned using a non-destructive X-Ray Fluorescence analysis of the full
core length. This novel technology provided assay data at 10cm intervals along the core. Core
scanning revealed manganese grades exceeding 40% Mn in several drill holes including BRDD0053
(see Plate 1).
A second drilling program of 70 RC drill holes for 2,301 metres was completed in September 2021
to test some of the potentially concealed manganese targets identified from the Gradient Array
Induced Polarisation geophysical survey in the vicinity of the Brumby Creek Prospect. Results of this
final drilling program will be available in the coming weeks.
1 Pirajno, F., Occhipinti, S. A., and Swager, C. P., 2000, Geology and mineralization of the Palaeoproterozoic Bryah and Padbury
Basins, Western Australia: Western Australia Geological Survey, Report 59, 52p.
2 See BYH ASX Announcement dated 23 April 2019 for full details
3 See BYH ASX Announcement dated 6 May 2021 for full details
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2021 Annual Report
GAIP Surveys
A program of Gradient Array Induced Polarisation (“GAIP”) surveys was completed during 2021. This
extensive program covered the most prospective horizon within the Horseshoe Formation at
Brumby Creek. In 2020 this geophysical technique was successfully able to detect manganese
mineralisation at the Area 74 Prospect at Brumby Creek4.
A series of analogues for Area 74 have been highlighted by the recent GAIP survey (see Figure 5).
Brumby West is a standout target where the GAIP indicates eastern and southern extensions of
manganese mineralisation, which supports the drilling data from this prospect.
Plate 1 – ~40% Manganese core from BRDD005 (10.2m – 10.4m)
4 See BYH ASX announcement dated 11 November 2020 for full details.
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2021 Annual Report
Figure 5 – Composite of GAIP Data (Conductivity, Chargeability, Resistivity) with
New & Previously Drilled Mn Prospects
Other Activities
The following manganese activities are also underway:
(a) Metallurgical testwork on core samples collected from diamond drilling, with the aim of
defining the optimal processing method for producing a high quality manganese ore, and
(b) Mineral Resource Estimates for the Brumby Creek, Black Hill and Horseshoe South deposits.
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2021 Annual Report
Gabanintha Gold and Base Metals Project (100% BYH)
Bryah holds the rights to all minerals except Vanadium, Uranium, Cobalt, Chromium, Titanium,
Lithium, Tantalum, Manganese & Iron Ore (Excluded Minerals) over an 80km2 project area at
Gabanintha, approximately 40km south of Meekatharra, Western Australia (see Figure 6). Australian
Vanadium Limited (AVL) retains 100% rights in the Excluded Minerals on the project, which includes
its Australian Vanadium Project.
During the period the Company’s exploration focus has been on commercialisation of the
Tumblegum South prospect and evaluation of the nickel, copper and gold potential of the Australian
Vanadium Project resource zone.
Figure 6 - Gabanintha Project Tenement Location Plan
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2021 Annual Report
Commercialisation of Tumblegum South
The Inferred Mineral Resource for the Tumblegum South Deposit is 600,000 tonnes @ 2.2 g/t Au
for 42,500 ounces gold using a cut-off grade of 0.3g/t Au5.
During the period the Company executed a Development Agreement with Kirkalocka Gold SPV Pty
Ltd, in respect to the Tumblegum South gold deposit6. The Agreement provides that the companies
will work together and perform their respective obligations under the agreement so that mining at
Tumblegum South may occur.
The Development Agreement contains conditions precedent which, upon satisfactory completion,
the parties will enter into a binding 50/50 profit share agreement which will see gold-bearing
material mined at Tumblegum South then transported by road to the Kirkalocka Gold Mine facility
located south of Mount Magnet for processing.
Following the signing of the Development Agreement, the Company executed a Tenement Transfer
Agreement with Star Minerals Limited, an unlisted public company and its wholly owned subsidiary
(“Star Minerals”) in respect to the Tumblegum South gold deposit.
The consideration Bryah will receive from Star Minerals under the Tenement Transfer Agreement
is:
(a) $500,000 cash;
(b) 9,000,000 fully paid ordinary shares in Star Minerals (valued at $1,800,000);
(c)
3,000,000 Class A Performance Rights, vesting upon a Measured Mineral Resource report; and
(d) 4,000,000 Class B Performance Rights, vesting upon commencement of commercial gold
production.
Completion is subject to and conditional upon certain conditions precedent being satisfied or
waived on or before 31 January 2022, including, inter alia:
(a)
Star Minerals receiving conditional approval from ASX Limited to admit its securities to official
quotation on ASX on terms acceptable to Star Minerals (acting reasonably);
(b) Each party obtaining all required authorisations necessary to give effect to the Agreement,
and
(c)
Kirkalocka Gold SPV Pty Ltd consenting to the assignment to and assumption by Star Minerals
of Bryah’s rights and obligations under the Development Agreement and all parties entering
into a Deed of Covenant.
It is expected that the Star Mineral shares issued to Bryah at completion will be subject to a 1 year
escrow period.
Bryah will hold 21.6% equity in Star Minerals upon its successful listing, with potential to increase
its equity holding though conversion of the Performance Rights to over 30% upon commencement
of gold production at Tumblegum South.
5 See BYH ASX Announcement dated 29 January 2020 for full details of the Mineral Resource Estimate.
6 See BYH ASX Announcement dated 23 December 2020 for full details.
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2021 Annual Report
Base Metals Mineral Resource – Australian Vanadium Project
During the period an updated nickel-copper mineral resource estimate on the Australian Vanadium
Project was completed. The Indicated and Inferred Mineral Resource has increased to 31.3 million
tonnes @ 761 ppm Nickel, 210 ppm Copper and 228 ppm Cobalt7. See the Annual Mineral Resource
Statement section of this report for further details of the mineral resource estimation.
The sulphide base metal mineral resource is considered to be potentially economically recoverable
following metallurgical testwork undertaken as part of a preliminary feasibility study on
development of the project. The base metal sulphide mineralisation has consistently reported to
the non-magnetic fraction during the separation of the vanadium bearing magnetite. This has
effectively delivered a sulphide by-product for further concentration by flotation.
Additional testwork on the sulphide by-product is currently underway.
Gold Sampling – Australian Vanadium Project
A 2020 review of the metallurgical studies for the Australian Vanadium Project undertaken during
2018 identified anomalous gold results. Subsequently samples were selected for Au analysis during
late 2020. Initial sample selection was based on the presence of anomalous sulphur and/or copper,
within the high-grade vanadium domain (HG10).
Historical sampling of the vanadium-titanium-magnetite deposit for gold has been limited. Prior to
2020 gold sampling was limited to 233 analyses on existing drilling pulps.
Sampling of 217 drill pulps in late 2020 highlighted the presence of anomalous gold, adjacent to, or
within the high-grade vanadium domain, with the strongest gold mineralisation occurring in
proximity to cross cutting regional faults.
A further 1,628 gold samples were analysed in 2021, confirming zones of anomalous gold,
particularly at the New Hope Prospect (see Figure 6).
The best down hole width gold intercepts returned from this sampling were:
•
19RRC006 -
10m @ 27.5 g/t Au from 53m, including 4m @ 64.3 g/t Au from 54m,
which includes 1m (55-56m) @ 182.0 g/t Au, and
1m @ 6.4 g/t Au from 65m;
•
•
•
19RRC007 - 21m @ 0.74 g/t Au from surface, and 1m @ 3.92 g/t Au from 80m;
19RRC008 - 2m @ 1.72 g/t Au from 135m, including 1m @ 3.02 g/t Au from 135m, and
19RRC011 -
2m @ 1.1 g/t Au from 125m, 1m @ 8.2 g/t Au from 132m and
2m @ 1.6 g/t Au from 136m.
Drill holes 19RRC006 - 19RRC008 are shown on the plan and cross section in Figures 7 and 8, which
show the proximity of the gold intercepts to modelled large-scale regional cross faults at the
junction of fault blocks 20 and 30.
The Company is planning to undertake more targeted drilling at the New Hope Prospect and
additional gold sampling over the deposit in the coming months.
7 See BYH ASX Announcement dated 1 June 2021 for full details of the Mineral Resource Estimate.
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2021 Annual Report
Figure 7 - Geological Map and Gram Metre Gold Intercepts at New Hope - MGA94 Zone 50
Figure 8 - Cross Section of 19RRC006, 19RRC007, 19RRC008 at 112,500 m North (local grid)
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2021 Annual Report
Directors
The names of the directors in office during or since the end of the financial year and up to the date of this
report are as follows. Directors were in office for this entire period unless otherwise stated.
Mr Neil Andrew Marston
Mr Ian George Stuart
Mr Leslie James Ingraham
(Managing Director)
(Non-executive Chair)
(Non-executive Director)
Information of Directors
The names, qualifications and experience of each person who has been a director during the period and to
the date of this report are:
Neil Andrew Marston B.Com FGIA FCG MAICD
Mr Marston is a qualified accountant and Chartered Secretary with over 40 years of experience working in
the resources and other industry sectors. He is a Fellow of the Governance Institute of Australia and the
Chartered Governance Institute and a member of the Australian Institute of Company Directors.
Neil has extensive experience in the areas of mineral exploration, capital raising, corporate governance and
compliance, project management, mining and environmental approvals, contract negotiations, community
and stakeholder engagement.
Mr Marston is presently not a director of any other ASX-listed company.
Ian George Stuart B.Sc. (Hons) F.FIN MAICD
Mr Stuart is a geologist by profession with experience in both the finance and mining industries. He holds an
Honours degree in Geology, is a Fellow of the Financial Services Institute of Australasia and a member of the
Australian Institute of Company Directors. Ian has extensive experience in capital markets and is conversant
with public company governance and management across international jurisdictions.
Mr Stuart is presently not a director of any other ASX-listed company.
Leslie James Ingraham
Mr Ingraham has been in private business for over 30 years and is an experienced mineral prospector and
professional investor. He has successfully worked as a consultant for both private companies and companies
listed on the ASX. Core competencies include capital raising and shareholder liaison.
During the past three years, Mr Ingraham was also a director of ASX listed company Australian Vanadium
Limited.
Company Secretary
The following person held the position of Company Secretary at the end of the period and at the date of this
report:
Neil Andrew Marston
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2021 Annual Report
Meetings of Directors
The number of meetings of Directors (including meetings of committees of Directors) held during the period
and the number of meetings attended by each Director were as follows:
Board of Directors
Number eligible to attend
Number attended
Leslie Ingraham
Neil Marston
Ian Stuart
3
3
3
3
3
3
Operating and Financial Review
A Review of Operations is contained in the Directors’ Report.
The loss of the Group for the financial year after providing for income tax amounted to $1,883,520 (2020:
($811,052). The Group’s net assets as at 30 June 2021 were $10,625,127 (2020: $7,742,785).
At 30 June 2021, the Group had cash reserves of $3,161,077 (2020: $1,824,511).
The net assets of the consolidated entity have increased by $2,882,342. The change is largely due to the
following factors:
•
•
•
•
The issue of 71,469,041 shares raising $4,773,452 before costs;
exploration and evaluation of the Bryah Basin Project and farm-in and joint venture Manganese Projects
with OM (Manganese) Limited;
incurring overheads and running costs consistent with operating a listed company; and
remuneration of key management personnel essential to the continued success of the Group.
There have been no COVID-19 cases identified amongst our employees, and the Group has managed to
minimise the adverse impact of the pandemic on its operations.
The annual financial statements for the Consolidated Entity have been prepared based on assumptions and
conditions prevalent at 30 June 2021. Given ongoing economic uncertainty, these assumptions could change
in the future.
Principal Activities
The principal activities of the Group during the period were the pursuit of exploration and evaluation
activities on the Bryah Basin and Gabanintha projects located in the Meekatharra region of Western
Australia.
Likely Developments and Expected Results
Likely developments in the operations of the Group and the expected results of those operations in future
financial periods have not been included in this report as the inclusion of such information is likely to result
in unreasonable prejudice to the Group.
Environmental Regulation
The Group’s operations are subject to various environmental laws and regulations under government
legislation. The exploration tenements held by the Company are subject to these regulations and there have
not been any known breaches of any environmental regulations during the financial period and up until the
date of this report.
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2021 Annual Report
Dividends
No dividends have been declared since the start of the financial period.
Events subsequent to Reporting Date
On 27 July 2021 the Company issued the following securities, pursuant to shareholder approval at a general
meeting of shareholders held on 22 July 2021:
• 39,333,333 options exercisable at $0.09 each (expiry 31 Jan 2023) issued for nil cash consideration
to participants in the Placement for Tranche 1 shares on the basis of one option for every share
subscribed for and issued, and
• 13,333,334 shares at $0.075 each raising $1,000,000 (before costs) and 13,333,334 free attaching
options exercisable at $0.09 each (expiry 31 Jan 2023) under Tranche 2 of the Placement;
On 27 July 2021, 10,000,000 collateral shares were issued to Acuity Capital to be held as security for an At-
the-Market Subscription Agreement (‘ATM’). The ATM provides Bryah with up to $3 million of standby equity
capital.
On 24 September 2021, 4,000,000 shares were issued to an unrelated party as consideration for the purchase
of 3 exploration licences in the Bryah Basin.
No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may
significantly affect, the operations of the Company, the results of those operations or the state of affairs of
the entity in subsequent years.
Share Options
At the date of this report, options were outstanding for the following unissued ordinary shares:
•
•
63,500,000 listed options (ASX:BYHOA) expiring 31 January 2023 at an exercise price of 9 cents each;
7,500,000 unlisted options expiring 30 September 2022 at an exercise price of 9 cents each.
No person entitled to exercise these options had, or has any right, by virtue of the option, to participate in
any share issue of any other body corporate.
Indemnification of Officers
Deeds of indemnity have been given and insurance premiums paid since the end of the financial period for
directors and officers of the Company.
Proceedings on behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the period.
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2021 Annual Report
Remuneration Report (Audited)
This report details the nature and amount of remuneration for each director and executive of the Group.
For the purposes of this report Key Management Personnel of the Group are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Company and
the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Parent
Company.
For the purposes of this report the term “executive” includes those key management personnel who are not
Directors of the Group.
Remuneration Committee
The full Board carries out the role and responsibilities of the Remuneration Committee and is responsible for
determining and reviewing the compensation arrangements for the Directors themselves, the Managing
Director and any Executives.
Executive remuneration is reviewed annually having regard to individual and business performance, relevant
comparative remuneration and internal and independent external advice.
Remuneration policy
The board policy is to remunerate Directors at market rates for time, commitment and responsibilities. The
board determines payments to the Directors and reviews their remuneration annually, based on market
practice, duties and accountability. Independent external advice is sought when required. The maximum
aggregate amount of Directors’ fees that can be paid is subject to approval by shareholders in a general
meeting, from time to time. Fixed fees for non-executive directors are not linked to the performance of the
Company. However, to align Directors’ interests with shareholders’ interests, the Directors are encouraged
to hold shares in the Company and may be issued with options and performance rights from time to time.
The Group’s aim is to remunerate at a level that will attract and retain high-calibre directors and employees.
Company Directors and officers are remunerated to a level consistent with the size of the Company.
The executive Directors and full-time executives receive a superannuation guarantee contribution as
required by government legislation, which during the reporting period was 9.5%, and do not receive any
other retirement benefits. Some individuals, however, may choose to sacrifice part of their salary to increase
payments towards superannuation.
All remuneration paid to Directors and executives is valued at the cost to the Group and expensed.
The Board believes that it has implemented suitable practices and procedures that are appropriate for an
organisation of this size and maturity.
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive director and executive
compensation is separate and distinct.
Non-executive Director Compensation
Objective
The Board seeks to set aggregate compensation at a level that provides the Company with the ability to
attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
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2021 Annual Report
Structure
The Constitution and the ASX Listing Rules specify that the aggregate compensation of non-executive
directors shall be determined from time to time by a general meeting. An amount not exceeding the amount
determined is then divided between the Directors as agreed. The latest determination approved by
shareholders was an aggregate compensation of $500,000 per year.
The amount of aggregate compensation sought to be approved by shareholders and the manner in which it
is apportioned amongst Directors is reviewed annually. The Board considers advice from external consultants
as well as the fees paid to non-executive directors of comparable companies when undertaking the annual
review process. Non-Executive Directors’ remuneration may include an incentive portion consisting of
options, as considered appropriate by the Board, which may be subject to Shareholder approval in
accordance with ASX Listing Rules.
Separate from their duties as Directors, the Non-Executive Directors may undertake work for the Company
directly related to the evaluation and implementation of various business opportunities, including mineral
exploration/evaluation and new business ventures, for which they may receive a daily rate. These payments
will be made pursuant to individual agreements with the non-executive Directors and will not be taken into
account when determining their aggregate remuneration levels.
Executive Compensation
Objective
The entity aims to reward executives with a level and mix of compensation commensurate with their position
and responsibilities within the entity so as to:
•
reward executives for Company and individual performance against targets set by appropriate
benchmarks;
• align the interests of executives with those of shareholders;
•
link rewards with the strategic goals and performance of the Company; and
• ensure total compensation is competitive by market standards.
Structure
In determining the level and make-up of executive remuneration, the Board negotiates a remuneration to
reflect the market salary for a position and individual of comparable responsibility and experience. Due to
the limited size of the Company and of its operations and financial affairs, the use of a separate remuneration
committee is not considered appropriate. Remuneration is regularly compared with the external market by
participation in industry salary surveys and during recruitment activities generally. If required, the Board may
engage an external consultant to provide independent advice in the form of a written report detailing market
levels of remuneration for comparable executive roles.
Remuneration consists of a fixed remuneration and a long-term incentive portion as considered appropriate.
Compensation may consist of the following key elements:
• Fixed Compensation;
• Variable Compensation;
• Short Term Incentive (STI); and
•
Long Term Incentive (LTI).
20
2021 Annual Report
Fixed Remuneration
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate
to the position and is competitive in the market. Fixed remuneration is reviewed annually by the Board having
regard to the Company and individual performance, relevant comparable remuneration in the mining
exploration sector and external advice.
The fixed remuneration is a base salary or monthly consulting fee.
Variable Pay - Long Term Incentives
The objective of long-term incentives is to reward Directors/executives in a manner which aligns this element
of remuneration with the creation of shareholder wealth. The incentive portion is payable based upon
attainment of objectives related to the director’s/executive’s job responsibilities. The objectives vary, but all
are targeted to relate directly to the Company’s business and financial performance and thus to shareholder
value.
Long term incentives (LTIs) granted to Directors and executives may be delivered in the form of options or
performance rights. LTI grants to executives are delivered in the form of the Company’s Performance Rights
and Options Plan.
The objective of the granting of options or rights is to reward executives in a manner which aligns the element
of remuneration with the creation of shareholder wealth. As such LTI’s are made to executives who are able
to influence the generation of shareholder wealth and thus have an impact on the Company’s performance.
The level of LTI granted is, in turn, dependent on the Company’s recent share price performance, the seniority
of the executive, and the responsibilities the executive assumes in the Company.
Typically, the grant of LTIs occurs at the commencement of employment or in the event that the individual
receives a promotion.
Employment contracts of directors and senior executives
The employment arrangements of the non-executive chairman and non-executive directors are formalised
in letters of appointment.
Remuneration and other terms of employment for the Managing Director are formalised in an executive
service agreement. Major provisions are set out below.
Neil Marston, Managing Director:
•
Annual base salary of $240,000 plus superannuation;
• Notice period required to be given by the Company for termination of one month, except in the case of
conviction of any major criminal offence which brings the Company into lasting disrepute;
• Notice period required to be given by the executive for termination of three months.
21
2021 Annual Report
Details of remuneration for period
Details of the remuneration of Directors and specified executives of Bryah Resources Limited are set out in
the following table. There are no other employees who are required to have their remuneration disclosed in
accordance with the Corporations Act 2001.
Short Term
Benefits
Post-
Employment
Share Based Payments
Salary &
Fees
Super-
annuation
Performance
Rights
Ordinary
Shares
Total
Remun-
eration
Performance
based
remuneration
%
Directors
Period
$
Neil Marston
Leslie
Ingraham
Ian Stuart
Total Key
Management
Personnel
2021
2020
2021
2020
2021
2020
2021
2020
240,000
220,000
99,996
91,663
83,333
65,000
423,329
376,663
$
22,800
20,900
-
-
-
-
$
13,683
-
13,683
-
$
276,483
240,900
113,679
91,663
-
-
-
-
13,683
140,000
237,017
-
-
22,800
20,900
41,050
140,000
-
-
65,000
627,179
397,563
%
5%
-
12%
-
65%
-
29%
-
Compensation options granted to Key Management Personnel
No incentive options were granted during the year ended 30 June 2021.
Shares issued to Key Management Personnel on exercise of compensation options
No shares were issued to Directors or executives on exercise of compensation options during the year.
Compensation performance rights granted to Key Management Personnel
Following shareholder approval at the general meeting of shareholders held on 4 December 2020, 9,000,000
performance rights were issued to Key Management Personnel (2020: nil).
The performance rights were granted for nil consideration and vest subject to certain market performance
conditions being met.
Name
Neil Marston
Leslie Ingraham
Ian Stuart
Neil Marston
Leslie Ingraham
Ian Stuart
Neil Marston
Leslie Ingraham
Ian Stuart
Number of performance
rights granted during the
period
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
Fair value of performance
rights (per right)
$0.056
$0.056
$0.056
$0.056
$0.056
$0.056
$0.038
$0.038
$0.038
22
2021 Annual Report
Compensation options lapsed during the period
275,000 incentive options previously issued to Key Management Personnel lapsed during the year.
Option holdings of Key Management Personnel and their related entities
Opening
Balance
Granted as
Remun-
eration
Options
Expired/
Cancelled
Net Change/
Other
Balance
30 June 2021
Number
vested and
exercisable
Directors
Neil Marston
125,000
Leslie Ingraham
150,000
Ian Stuart
-
-
-
-
(125,000)
(150,000)
-
-
-
-
-
-
-
-
-
-
Performance Rights holdings of Key Management Personnel and their related entities
The table below outlines movements in performance rights during the period and the balance held by each
KMP at 30 June 2021.
On vesting, each right automatically converts to one ordinary share. If the employee ceases employment
before the rights vest, the rights will be forfeited, except in limited circumstances that are approved by the
Board.
Opening
Balance
Granted as
Remun-
eration
Vested &
Exercised
Balance
30 June
2021
Vested &
Exercisable
at 30 June
2021
Unvested at
30 June
2021
Directors
Neil Marston
Leslie Ingraham
Ian Stuart
-
-
-
3,000,000
3,000,000
3,000,000
-
-
-
3,000,000
3,000,000
3,000,000
-
-
-
3,000,000
3,000,000
3,000,000
The performance conditions of each grant of performance rights affecting remuneration in the reporting
period are set out below:
Tranche
Tranche 1
Tranche 2
Tranche 3
Performance Condition
Amount
Fair Value
A share price of at least $0.12 over 20 consecutive trading
days on which the Company's shares have actually traded.
A share price of at least $0.16 over 20 consecutive trading
days on which the Company's shares have actually traded.
A share price of at least $0.20 over 20 consecutive trading
days on which the Company's shares have actually traded
3,000,000
$0.056
3,000,000
$0.056
3,000,000
$0.038
23
2021 Annual Report
The performance rights were valued using the Binomial option valuation methodology with the following
inputs:
Metric
Exercise price
Grant date
Expiry date
Tranche 1
Nil
Tranche 2
Nil
Tranche 3
Nil
4 December 2020
4 December 2020
4 December 2020
15 January 2026
15 January 2026
15 January 2026
Share price at grant date
Volatility
Effective interest rate
$0.064
100.19%
0.335%
$0.064
100.19%
0.335%
$0.064
100.19%
0.335%
Share holdings of Key Management Personnel and their related entities
Opening
Balance
Received as
Remun-
eration
Options
Exercised
Acquired/
Disposed
Net
Change/
Other
Balance
30 June
2021
Directors
Neil Marston
6,500,000
Leslie Ingraham
6,333,334
-
-
Ian Stuart
1,100,000
2,000,000
-
-
-
-
-
-
-
-
-
6,500,000
6,333,334
3,100,000
Loans and other transactions with Key Management Personnel
There were no loans to or from key management personnel.
End of remuneration report
Auditor
Elderton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
Non-Audit Services
During the year Elderton Audit Pty Ltd did not provide any non-audit services.
Auditor’s Independence Declaration
A copy of the auditor’s independence declaration is set out on page 55.
Signed in accordance with a resolution of the Board of Directors:
NEIL MARSTON
Director
30 September 2021
24
2021 Annual Report
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the period ended 30 June 2021
Income
Exploration & evaluation expense
Stock exchange and registry expenses
Legal expenses
Depreciation
Travel and accommodation expenses
Share Based Payments
Directors' fees and benefits expenses
Other corporate and administration expenses
Loss before income tax expense
Income tax expense
Net loss for period
Other Comprehensive Income
Other Comprehensive Income for the period, net of
tax
Note
2(a)
9
20
16
2(b)
3
Consolidated
2021
$
2020
$
207,025
166,345
(236,126)
(67,691)
(58,723)
(41,338)
(6,246)
(323,112)
-
(56,318)
(24,473)
(39,754)
(9,942)
26,067
(446,129)
(397,563)
(911,180)
(475,414)
(1,883,520)
(811,052)
-
-
(1,883,520)
(811,052)
-
-
Total comprehensive loss attributable to members of
the parent
(1,883,520)
(811,052)
Basic and diluted loss per share
5
Cents
(1.29)
Cents
(0.89)
The accompanying notes form part of these financial statements.
25
2021 Annual Report
Consolidated Statement of Financial Position
as at 30 June 2021
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Assets classified as held for sale
Total Current Assets
Non-Current Assets
Plant and equipment
Exploration and evaluation assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Other liabilities
Provisions
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued Capital
Reserves
Accumulated losses
TOTAL EQUITY
Consolidated
Note
2021
$
2020
$
6
7
21
8
9
10
11
12
3,161,077
1,824,511
306,451
831,495
60,196
-
4,299,023
1,884,707
174,694
205,820
6,827,565
5,914,857
7,002,259
6,120,677
11,301,282
8,005,384
462,431
4,000
209,724
676,155
676,155
179,973
2,000
80,626
262,599
262,599
10,625,127
7,742,785
13
14
14,374,297
9,746,827
251,093
282,851
(4,000,263)
(2,286,893)
10,625,127
7,742,785
The accompanying notes form part of these financial statements.
26
2021 Annual Report
Consolidated Statement of Changes in Equity
For the period ended 30 June 2021
Consolidated
Attributable to equity holders of the parent
Issued Capital
$
Share Based
Payment Reserve
$
Accumulated
Losses
$
Total
$
Balance as at 1 July 2019
6,891,307
196,217
(1,475,841)
5,611,683
Loss for the period
Other comprehensive income
Total Comprehensive Loss
-
-
-
Ordinary shares issued for cash
3,026,548
Securities issued as consideration
150,000
Capital raising costs
Balance as at 30 June 2020
(321,028)
9,746,827
Loss for the period
Other comprehensive income
Total Comprehensive Loss
Transfer from other reserves
-
-
-
-
Ordinary shares issued for cash
4,773,452
Shares issued as consideration to
director
Shares issued as consideration to
employees and third parties
Recognition of share-based
payments – for services provided
by KMP and directors
Recognition of share-based
payments – for services provided
by third parties
Capital raising costs 1
Balance as at 30 June 2021
140,000
140,000
-
-
(425,982)
14,374,297
-
-
-
-
86,634
-
(811,052)
(811,052)
-
-
(811,052)
(811,052)
-
-
-
3,026,548
236,634
(321,028)
282,851
(2,286,893)
7,742,785
-
-
-
(1,883,520)
(1,883,520)
-
-
(1,883,520)
(1,883,520)
(170,150)
170,150
-
-
-
-
41,050
97,342
-
-
-
-
-
-
-
4,773,452
140,000
140,000
41,050
97,342
(425,982)
251,093
(4,000,263)
10,625,127
The accompanying notes form part of these financial statements.
1.
Capital raising costs includes cash consideration and share-based payments (refer note 20).
27
2021 Annual Report
Consolidated Statement of Cash Flows
For the period ended 30 June 2021
Consolidated
Note
2021
$
2020
$
Cash flows used in operating activities
Payments to suppliers and employees
(1,809,502)
(943,150)
Interest received
Net receipts from other entities
804
79,655
1,042
60,799
Net Cash used in operating activities
6a
(1,729,043)
(881,309)
Cash flows used in investing activities
Payments for exploration of mining interests
(1,318,781)
(918,521)
Proceeds from farm-in agreement
Proceeds from disposal of property, plant and
equipment
Payment for property, plant and equipment
Net Cash used in investing activities
Cash flows provided by financing activities
Net proceeds from issue of securities
Payment of capital raising costs
Net cash provided by financing activities
Net increase / (decrease) in cash held
Cash and cash equivalents at beginning of the financial
period
-
250,000
4,545
-
(62,905)
(21,289)
(1,377,141)
(689,810)
4,773,452
3,026,548
(330,702)
(208,328)
4,442,750
2,818,220
1,336,566
1,247,101
1,824,511
577,410
Cash at end of the financial period
6
3,161,077
1,824,511
The accompanying notes form part of these financial statements.
28
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
1.
These financial statements and notes represent those of Bryah Resources Limited (the “Company”) and
Controlled Entities (the “Consolidated Entity” or “Group”) for the period ended 30 June 2021.
Bryah Resources Limited is a company limited by shares incorporated in Australia. The Company is domiciled
in Western Australia. The nature of operations and principal activities of the Company are described in the
Directors' Report.
1(a) Basis of Preparation
The financial statements are general purpose financial statements that have been prepared in accordance
with Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.
Compliance with Australian Accounting Standards ensures the Consolidated Financial Report of the Group
complies with International Financial Reporting Standards (“IFRSs”). The Company is a for-profit entity for
financial reporting purposes under Australian Accounting Standards.
The financial statements have been prepared on an accruals basis and are based on historical costs modified,
where applicable, by the measurement at fair value of selected non-current assets, financial assets and
financial liabilities. Material accounting policies adopted in preparation of these financial statements are
presented below and have been consistently applied unless otherwise stated.
The Group’s financial statements are presented in Australian dollars.
1(b) Going concern
The financial report has been prepared on the going concern basis, which contemplated the continuity of
normal business activity and the realisation of assets and settlement of liabilities in the normal course of
business.
The directors have considered the funding and operational status of the business in arriving at their
assessment of going concern and believe that the going concern basis of preparation is appropriate, based
upon the following:
• Current cash and cash equivalents on hand;
• The ability of the Company to obtain funding through various sources, including debt and equity;
• The ability to further vary cash flow depending upon the achievement of certain milestones within the
business plan; and
• The expected receipt of sale proceeds.
1(c) Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of the Company and the entities
controlled by the Company (its subsidiaries). Subsidiaries are entities controlled by the Group. Control exists
when the Group has power over the investee, is exposed to, or has right to, variable returns from its
involvement with the investee, and has the ability to use its power to affect its returns. When the Group has
less than a majority of the voting rights of an investee, it has power over the investee when the voting rights
are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The
Financial Statements of subsidiaries are included in the Consolidated Financial Statements from the date that
control commences until the date that control ceases.
In preparing the Consolidated Financial Statements, all inter-company balances and transactions, income and
expenses, profit and losses resulting from intra-group transactions have been eliminated in full.
29
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
1(d) Adoption of new and revised accounting standards
In the year ended 30 June 2021, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to the Company and effective for the current annual
reporting period. As a result of this review, the Directors have determined that there is no material impact
of the new and revised Standards and Interpretations on the Company and, therefore, no material change is
necessary to the Company’s accounting policies.
1(e)
New standards, interpretation and amendments issued but not yet effective
The Company has not early adopted any other standard, interpretation or amendment that has been issued
but is not yet effective. The following amendments are effective for the period beginning 1 January 2022:
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37);• Property, Plant and
Equipment: Proceeds before Intended Use (Amendments to IAS 16);
• Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS
41); and
• References to Conceptual Framework (Amendments to IFRS 3).
In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether
liabilities are classified as current or non-current. These amendments clarify that current or non-current
classification is based on whether an entity has a right at the end of the reporting period to defer settlement
of the liability for at least twelve months after the reporting period. The amendments also clarify that
‘settlement’ includes the transfer of cash, goods, services, or equity instruments unless the obligation to
transfer equity instruments arises from a conversion feature classified as an equity instrument separately
from the liability component of a compound financial instrument. The amendments were originally effective
for annual reporting periods beginning on or after 1 January 2022. However, in May 2020, the effective date
was deferred to annual reporting periods beginning on or after 1 January 2023.
The Company is currently assessing the impact of these new accounting standards and amendments. The
Company does not believe that the amendments to IAS 1 will have a significant impact on the classification
of its liabilities.
1(f)
Statement of Compliance
The financial report was authorised for issue on 30 September 2021.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also
comply with International Financial Reporting Standards (IFRS).
1(g)
Revenue and other income
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured.
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
1(h)
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value.
30
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as described above, net of outstanding bank overdrafts.
1(i)
Trade and other receivables
Trade receivables, which generally have 30 days terms, are recognised and carried at original invoice amount
less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is
objective evidence that the Company will not be able to collect the debts. Bad debts are written off when
identified.
1(j)
Income Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted by the reporting date.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except when the deferred
income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and that, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused
tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax
losses can be utilised, except when the deferred income tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same
taxable entity and the same taxation authority.
The amount of benefits brought to account or which may be realised in the future is based on the assumption
that no adverse change will occur in income legislation and the anticipation that the Company will derive
sufficient future assessable income to enable the benefit to be realised and comply with the conditions of
deductibility imposed by the law. No deferred tax is recognised in the current period for the carried forward
losses as the Company considers there will be no taxable profit to offset the brought forward tax losses in
future.
31
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
1(k)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of
the expense item as applicable; and
•
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
1(l)
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Category
Life (years)
Depreciation Rate
Computers
Office equipment
Plant and equipment
Vehicles
Min
2
2
5
4
Max
4
10
20
10
Min
25%
10%
5%
10%
Max
50%
50%
20%
25%
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 property, plant and equipment are reviewed for impairment at each reporting 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 the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset.
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for
the cash-generating unit to which the asset belongs, unless the asset’s value in use can be estimated to be
close to its fair value.
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.
Impairment losses are recognised in the statement of profit or loss and other comprehensive income.
32
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
(ii)
Derecognition and disposal
An item of 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 the statement of profit or loss and other
comprehensive income in the year the asset is derecognised.
1(m) Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is
highly probable that they will be recovered primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value
less costs of disposal. Any impairment loss on a disposal group is allocated to the assets and liabilities on a
pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee
benefit assets which continue to be measured in accordance with the Group’s other accounting policies.
Impairment losses on initial classification as held-for-sale and subsequent gains and losses on re-
measurement are recognised in profit or loss.
Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised
or depreciated, and any equity-accounted investee is no longer equity accounted.
1(n)
Exploration and evaluation expenditure
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an
exploration and evaluation asset in the period 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)
(b)
the exploration and evaluation expenditures are expected to be recouped through successful
development and exploitation of the area of interest, or alternatively, by its sale; or
exploration and evaluation activities in the area have not, at the reporting date, reached a stage
which permits a reasonable assessment of the existence, or otherwise, of economically
recoverable reserves and active and significant operations in, or relation to, the area of interest
are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore,
studies, exploratory drilling, trenching and sampling and associated activities and an allocation of
depreciation and amortisation of assets used in exploration and evaluation activities.
General and administrative costs are only included in the measurement of exploration and evaluation costs
where they are related directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that
the carrying amount of an exploration and evaluation asset may exceed its recoverable amount.
The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it
has been allocated being no larger than the relevant area of interest) is estimated to determine the extent
of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased
carrying amount does not exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset in previous periods.
33
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
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
mine development.
1(o)
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If
any such indication exists, or when annual impairment testing for an asset is required, the Group makes an
estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value
in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as
part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating
unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written
down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. Impairment losses relating to continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset is carried at a revalued amount (in which
case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been
a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount.
That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior periods. Such reversal is
recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is
treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods
to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its
remaining useful life.
1(p)
Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and
services provided to the Group prior to the end of the financial period that are unpaid and arise when the
Group becomes obliged to make future payments in respect of the purchase of these goods and services.
1(q)
Employee benefits
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled
within 12 months of the reporting date are recognised in other payables in respect of employees’ services up
to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
34
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
1(r)
Share-based payment transactions
The Company may provide benefits to employees (including senior executives) of the Company in the form
of share-based payments, whereby employees render services in exchange for shares or rights over shares
(equity-settled transactions).
When provided, the cost of these equity-settled transactions with employees is measured by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value is determined
by an external valuer using a binomial model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of the Company (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects
(i)
(ii)
the extent to which the vesting period has expired, and
the Company’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these
conditions is included in the determination of fair value at grant date. The amount charged or credited to the
statement of profit or loss and other comprehensive income for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only
conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms
had not been modified. In addition, an expense is recognised for any modification that increases the total fair
value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at
the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is substituted
for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the original award, as described in the previous
paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation
of earnings per share.
1(s)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
1(t)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of Directors of the
Company. The Group presently operates in one segment being mineral exploration within Australia.
35
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
1(u)
Earnings per share
Basic earnings per share is calculated as net profit or loss attributable to members of the Company, adjusted
to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by
the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit or loss attributable to members of the Company,
adjusted for:
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus element.
•
1(v)
Significant Accounting Estimates and Judgments
In the process of applying the Group’s accounting policies, management has made the following estimates
and judgments, which have the most significant effect on the amounts recognised in the financial statements.
Exploration and evaluation assets
The Group’s accounting policy for exploration and evaluation expenditure is set out at Note 1(j). The
application of this policy necessarily requires management to make certain judgements and assumptions as
to future events and circumstances. Any such judgements and assumptions may change as new information
becomes available. If, after having capitalised expenditure under the policy, it is concluded that the
expenditures are unlikely to be recovered by future exploitation or sale, then the relevant capitalised amount
will be written off to the statement profit or loss and other comprehensive income.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees and directors by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value is determined
from a binomial pricing model that incorporates various estimates and assumptions.
Joint operations
A joint arrangement in which the Group has direct rights to underlying assets and obligations for underlying
liabilities is classified as a joint operation.
Interests in joint operations are accounted for by recognising the Group’s assets (including its share of any
assets held jointly); its liabilities (including its share of any liabilities incurred jointly); its revenue from the
sale of its share of the output arising from the joint operation; its share of the revenue from the sale of the
output by the joint operation; and its expenses (including its share of any expenses incurred jointly).
36
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
2.
REVENUE AND EXPENSES
2(a)
Income
Interest received
Other Income
2(b)
Other Expenses
Salaries and wages
Superannuation
Rental and office facility expenses
Investor relations expenses
Auditor's fees
Loss on acquisition of asset
Other corporate and administration expenses
Consolidated
2021
$
2020
$
804
206,221
207,025
1,042
165,303
166,345
47,658
52,848
77,965
135,778
32,955
31,855
532,121
911,180
86,989
14,711
54,878
91,558
21,725
-
205,553
475,414
3.
INCOME TAX
Income tax expense
3(a)
Major components of income tax expense for the year ended 30 June 2021 are:
Income statement
Current income
Current income tax charge (benefit)
Current income tax not recognised
Deferred income tax
Relating to origination and reversal of temporary
differences
Deferred tax benefit not recognised
Income tax expense (benefit) reported in income
statement
(1,038,490)
1,038,490
(493,515)
493,515
(547,100)
(175,573)
547,100
175,573
-
-
37
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
Consolidated
2021
$
2020
$
3.
INCOME TAX (continued)
Income tax expense (continued)
3(a)
A reconciliation of income tax expense (benefit) applicable to accounting profit before income tax at the
statutory income tax rate to income tax expense at the group’s effective income tax rate for the period
ended 30 June 2021 is as follows:
Accounting profit (loss) before tax from continuing operations
Accounting profit (loss) before income tax
At the statutory income tax rate of 26% (2020: 27.5%)
(1,883,520)
(1,883,520)
(489,715)
(811,052)
(811,052)
(223,039)
Add:
Non-deductible expenditure
Temporary differences and losses not recognised
At effective income tax rate of 0% (2020: 0%)
Income tax expense reported in income statement
6,296
483,419
(19,990)
243,029
-
-
-
-
Deferred tax assets/(liabilities)
3(b)
Deferred tax assets/(liabilities) have not been recognised in respect of the following items:
Liabilities
Property, plant and equipment
Receivables
Assets held for sale
Capitalised exploration expenditure
Assets:
(17,517)
(38,522)
(216,189)
(1,309,031)
(1,581,260)
-
(5,947)
-
(1,116,250)
(1,122,198)
Trade and other payables
Provisions
Business related costs
Tax Losses
6,167
22,172
176,894
1,782,358
1,987,591
865,393
The tax losses do not expire under current legislation. Deferred tax assets have not been recognised in
respect of these items because it is not probable that future taxable profit will be available against which
the Group can utilise the benefits.
9,636
54,528
188,891
2,740,698
2,993,754
1,412,494
AUDITORS’ REMUNERATION
4.
Amounts paid or due and payable to Elderton Audit Pty Ltd
for:
-audit or review services
38
32,955
32,955
23,200
23,200
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
5.
EARNINGS PER SHARE
Basic loss per share
The earnings and weighted average number of ordinary shares
used in the calculation of basic and diluted loss per share is as
follows:
Net loss for the period
Weighted average number of ordinary shares
used in the calculation of Basic and diluted EPS
6.
CASH AND CASH EQUIVALENTS
Cash at bank
Short term deposits
Consolidated
2021
$
(Cents)
(1.29)
2020
$
(Cents)
(0.89)
(1,883,520)
(811,052)
No.
No.
146,205,866
91,210,836
3,161,077
1,824,511
-
-
3,161,077
1,824,511
Cash at bank includes $4,000 held in trust (Note 11), which therefore is restricted cash.
Short term deposits earn interest at market rates fixed at the time of the contract.
Cash and cash equivalents for the purpose of the statement of cash flows are comprised of cash at bank
and short-term deposits.
6(a)
Reconciliation of loss for the period to net cash flows from operating activities:
Loss for the period
Non-cash flows in the loss
Depreciation
Disposal of assets
Exploration written off
Share based payments
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables relating to
operating activities
Increase/(decrease) in provisions
Net cash flows used in operating activities
(1,883,520)
(811,052)
41,338
1,785
236,126
323,112
39,754
-
-
(26,067)
(246,255)
47,815
(332,728)
(155,702)
131,099
23,943
(1,729,043)
(881,309)
39
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
7.
TRADE AND OTHER RECEIVABLES
Current
GST receivable
Other receivables
Trade receivable
8.
PLANT AND EQUIPMENT
Plant and Equipment
At Cost
Accumulated Depreciation
Consolidated
2021
$
2020
$
111,216
148,163
47,072
306,451
36,073
21,627
2,496
60,196
315,554
(140,860)
174,694
306,739
(100,919)
205,820
8(a) Movements in carrying amounts
Movements in the carrying amounts for each class of plant and equipment during the financial year:
Balance at 1 July 2020
Additions
Disposals
Depreciation Expense
Balance at 30 June 2021
Plant &
Equipment
124,005
16,825
(6,613)
(30,460)
103,757
Note
9.
EXPLORATION AND EVALUATION ASSET
Balance as at 1 July 2020
Impairment on transfer to held for sale
21
Exploration written off
Other tenement acquisition costs
Expenditures during the period
Balance as at 30 June 2021
40
Motor Vehicles
Total
81,815
-
-
(10,878)
70,937
205,820
16,825
(6,613)
(41,338)
174,694
Consolidated
2021
$
2020
$
5,914,857
(831,495)
5,363,320
-
(236,126)
(225,586)
86,252
59,747
1,894,077
717,376
6,827,565
5,914,857
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
9.
EXPLORATION AND EVALUATION ASSET (continued)
The expenditure above relates principally to the exploration and evaluation phase. The ultimate
recoupment of this expenditure is dependent upon the successful development and commercial
exploration, or alternatively, sale of the respective areas of interest, at amounts at least equal to the
carrying value.
Tenement acquisition costs
The Group has entered into agreement with OM (Manganese) Ltd (OMM) for rights in the Bryah Basin
Manganese project. Under the agreement OMM may earn interest up to 70% in the mineral rights and
parties will have joint control under terms and conditions of the agreement. The Joint Venture (“the JV”),
an unincorporated entity, will be classified as a joint operation that operates under the terms of a farm-in
and joint venture agreement entered between the partners. Accordingly, the Group’s interest in the
assets, liabilities, revenues and expenses attributable to the joint operations have been included in the
appropriate line items in the consolidated financial statements. OMM has acquired a 40% interest in the
manganese rights during the year and 40% cost of the manganese rights (value AUD 225,586) has been
derecognised from tenement acquisition costs.
10.
TRADE AND OTHER PAYABLES
Current
Trade payables
Other payables and accruals
Consolidated
Note
2021
$
2020
$
325,991
136,440
462,431
140,160
39,813
179,973
Trade creditors are non-interest bearing and are normally settled on 30 day terms. Due to the short-term
nature of trade payables and accruals, their carrying value is assumed to approximately their fair value.
11.
OTHER LIABILITIES
Current
Share application funds held in trust
6
12.
PROVISIONS
Current
Employee entitlements
Exploration rehabilitation obligations
4,000
4,000
2,000
2,000
71,390
138,334
209,724
37,168
43,458
80,626
41
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
13.
ISSUED CAPITAL
13(a) Share capital
Ordinary Shares – fully paid
Share issue costs written off against issued capital
13(b) Movements in ordinary share capital
Ordinary shares – fully paid
2021
Number
2021
$
Balance at beginning of year
121,404,800
10,959,707
71,469,041
4,773,452
Issue of shares for cash
Issue of ordinary shares in lieu
of cash consideration
Consolidated
2021
$
2020
$
16,013,159
10,959,707
(1,638,862)
(1,212,880)
14,374,297
9,746,827
2020
Number
63,790,505
53,864,295
2020
$
7,783,159
3,026,548
4,000,000
280,000
3,750,000
150,000
Balance at end of period
196,873,841
16,013,159
121,404,800
10,959,707
13(c)
Terms and conditions of issued capital
Ordinary shares have the right to receive dividends as declared and, in the event of the winding up the
Company to participate in proceeds from the sale of all surplus assets in proportion to the number of and
amounts paid up on shares held.
13(d) Share Options
As at 30 June 2021, the following options over unissued ordinary shares were outstanding:
(i)
(ii)
3,500,000 unlisted options expiring 30 September 2022 at an exercise price of 9 cents each.
10,833,333 listed options expiring 31 January 2023 at an exercise price of 9 cents each. These
options were issued in December 2020 as free attaching options under a placement of new shares.
(iii) 4,000,000 options with an exercise price of $0.09 and an expiry date of 30 September 2022. These
options were issued to corporate advisors on 13 May 2021 in lieu of payment for capital raising
costs.
The following table illustrates the number and movements in share options issued during the period:
Outstanding at the beginning of the period
Granted during the period
Lapsed during the period
Outstanding at the end of the period
2021
Number
19,250,000
14,833,333
(15,750,000)
18,333,333
2020
Number
15,750,000
3,500,000
-
19,250,000
Exercisable at the end of the period
18,333,333
19,250,000
42
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
13(e) Performance Rights
As at 30 June 2021, the following performance rights were outstanding:
Outstanding at the beginning of the period
Performance rights expiring 15 January 2026 1,4
Performance rights expiring 15 January 2026 2,4
Performance rights expiring 15 January 2026 3,4
Performance rights expiring 13 May 2026 5
Performance rights expiring 13 May 2026 6
Performance rights expiring 13 May 2026 7
Outstanding at the end of the period
2021
Number
-
3,000,000
3,000,000
3,000,000
333,333
333,333
333,334
10,000,000
2020
Number
-
-
-
-
-
-
1. Tranche 1 – refer to Remuneration Report for details of vesting conditions.
2. Tranche 2 – refer to Remuneration Report for details of vesting conditions.
3. Tranche 3 – refer to Remuneration Report for details of vesting conditions.
4. These performance rights were measured at grant date fair value and were subject to shareholder
approval which was received on 21 April 2021.
5. 333,333 performance rights were issued to a consultant in lieu of cash consideration (expiry date 13
May 2026; fair value $0.061).
6. 333,333 performance rights were issued to a consultant in lieu of cash consideration (expiry date 13
May 2026; fair value $0.061).
7. 333,334 performance rights were issued to a consultant in lieu of cash consideration (expiry date 13
May 2026; fair value $0.041).
14.
RESERVES
Share-based payment reserve
Share-based payment reserve
Opening balance
Transfer to retained earnings
Option and performance shares expense
Balance at end of period
43
Consolidated
2021
$
2020
$
251,093
251,093
282,851
282,851
282,851
(170,150)
138,392
251,093
196,217
-
86,634
282,851
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
RESERVES (continued)
14.
The Share Based Payment Reserve records the cumulative value of services received for the issue of share
options. When the options are exercised the amount in the share option reserve is transferred to share
capital.
On 13 May 2021, following Board approval, the Company issued 4,000,000 options with an exercise price
of $0.09 and an expiry date of 30 September 2022 to corporate advisors in lieu of payment for capital
raising costs.
The options issued have been valued using a binomial model with the following parameters:
• Deemed Share Price at issue:
• Option Exercise Price:
•
•
•
Volatility:
Effective Interest Rate:
Expiry date:
$0.07
$0.09
92.22%
0.07%
30 September 2022
Consolidated
2021
$
2020
$
15.
COMMITMENTS
15(a) Exploration Commitments
The Company has certain obligations to perform minimum exploration work and to expend minimum
amounts of money on such work on mining tenements. These obligations may be varied from time to time
subject to approval and are expected to be fulfilled in the normal course of the operations of the Company.
These commitments have not been provided for in the accounts. The current minimum expenditure
commitments on the tenements are:
Payable
-
-
no later than 1 year
between 1 and 5 years
1,123,480
6,370,340
7,493,820
570,480
4,253,120
4,823,600
15(b) Operating Lease Commitments
The Company has a shared service agreement which includes access to office facilities at Level 1, 85
Havelock Street, West Perth, and warehouse facilities at Unit 6/32 Mooney Street, Bayswater:
Payable
-
-
no later than 1 year
between 1 and 5 years
23,648
15,066
38,714
41,870
39,295
81,165
44
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
16.
KEY MANAGEMENT PERSONNEL DISCLOSURES
16(a) Compensation of Key Management Personnel
Refer to the remuneration report contained in the Directors’ Report for details of the remuneration paid
or payable to each member of the Company’s key management personnel.
Director and Executive Disclosures Compensation of key management personnel
Short-term personnel benefits
Post-employment benefits
Share-based payments
Consolidated
2021
$
423,329
22,800
181,050
627,179
2020
$
376,663
20,900
-
397,563
16(b)
Loans and Other Transactions with Key Management Personnel
There were no loans to key management personnel or their related entities during the financial year.
SEGMENT INFORMATION
17.
AASB 8 requires a ‘management approach’ under which segment information is presented on the same
basis as that used for internal reporting purposes. The Board as a whole will regularly review the identified
segments in order to allocate resources to the segment and to assess its performance.
During the year, the Company considers that it operated in only one segment, being mineral exploration
within Australia. All the assets are located in Australia only.
CONTINGENT ASSETS AND LIABILITIES
18.
In the opinion of the Directors, the Company does not have any contingent liabilities as at 30 June 2021.
As at the date of this report a contingent asset existed in relation to a loan of $166,753 to Star Minerals
Limited. Recovery of the loan is dependent on the successful listing of Star Minerals Limited on the ASX.
45
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
FINANCIAL RISK MANAGEMENT
19.
The Company’s principal financial instruments comprise receivables, payables, cash and short-term
deposits. The Company manages its exposure to key financial risks in accordance with the Company’s
financial risk management policy. The objective of the policy is to support the delivery of the Company’s
financial targets while protecting future financial security.
The main risks arising from the Company’s financial instruments are interest rate risk, credit risk and
liquidity risk. The Company does not speculate in the trading of derivative instruments. The Company uses
different methods to measure and manage different types of risks to which it is exposed. These include
monitoring levels of exposure to interest rates and assessments of market forecasts for interest rates.
Ageing analysis of and monitoring of receivables are undertaken to manage credit risk, liquidity risk is
monitored through the development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks as summarised below.
Primary responsibility for identification and control of financial risks rests with the Board. The Board
reviews and agrees policies for managing each of the risks identified below, including for interest rate risk,
credit allowances and cash flow forecast projections.
Details of the significant accounting policies and methods adopted, including the criteria for recognition,
the basis of measurement and the basis on which income and expenses are recognised, in respect of each
class of financial asset and financial liability are disclosed in note 1 to the financial statements.
19(a)
Interest rate risk
The Group’s exposure to risks of changes in market interest rates relates primarily to the Group’s cash
balances. The Group constantly analyses its interest rate exposure. Within this analysis consideration is
given to potential renewals of existing positions, alternative financing positions and the mix of fixed and
variable interest rates. As the Group has no interest-bearing borrowings its exposure to interest rate
movements is limited to the amount of interest income it can potentially earn on surplus cash deposits.
The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting
date.
2021
$
2020
$
At the reporting date, the Group had the following financial assets exposed to variable interest rates that
are not designated in cash flow hedges:
Financial Assets
Cash and cash equivalents (interest-bearing accounts)
3,161,077
1,824,511
3,161,077
1,824,511
The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting
date.
46
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
At the reporting date, if interest rates had moved as illustrated in the table below, with all other variables
held constant, post-tax profit and equity relating to financial assets of the Group would have been affected
as follows:
Estimates of reasonably possible movements:
Post tax profit – higher / (lower)
+0.5%
-0.5%
Equity – higher / (lower)
+0.5%
-0.5%
19(b)
Liquidity Risk
2021
$
2020
$
8,088
(8,088)
8,088
(8,088)
5,436
(5,436)
5,436
(5,436)
The Group manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring
adequate cash reserves are maintained.
19(c) Credit risk
Credit risk arises from the financial assets of the Group, which comprise deposits with banks and trade and
other receivables. The Group’s exposure to credit risk arises from potential default of the counter party,
with the maximum exposure equal to the carrying amount of these instruments. The carrying amounts of
financial assets included in the statement of financial position represents the Group’s maximum exposure
to credit risk in relation to those assets.
The Group does not hold any credit derivatives to offset its credit exposure. The Group trades only with
recognised, creditworthy third parties and as such collateral is not requested nor is it the Company’s policy
to securitise its trade and other receivables.
Receivable balances are monitored on an ongoing basis with the result that the Group does not have a
significant exposure to bad debts.
There are no significant concentrations of credit risk within the Group.
All surplus cash holdings within the Group are currently invested with mainstream Australian financial
institutions.
47
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
19(d) Capital Management Risk
Management controls the capital of the Group in order to maximise the return to shareholders and ensure
that the Group can fund its operations and continue as a going concern.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting
its capital structure in response to changes in these risks and in the market. These responses include the
management of expenditure and debt levels and share and option issues.
The Group has no external loan debt facilities other than trade payables. There have been no changes in
the strategy adopted by management to control capital of the Group since the prior period.
19(e) Commodity Price and Foreign Currency Risk
The Group’s exposure to price and currency risk is minimal given the Group is still in the exploration phase.
19(f)
Fair Value
The methods of estimating fair value are outlined in the relevant notes to the financial statements. All
financial assets and liabilities recognised in the statement of financial position, whether they are carried
at cost or fair value, are recognised at amounts that represent a reasonable approximation of fair values
unless otherwise stated in the applicable notes.
20.
SHARE BASED PAYMENTS
The following share-based payments were made during the period:
Directors’ remuneration
Performance rights issued fully vested during the period
Shares issued to employees and third parties
Capital raising costs 1
Total
181,050
2,062
140,000
95,280
418,392
1 The Company granted the options in relation to the 16 December 2020 placement on 13 May 2021 after
shareholder approval was obtained on 21 April 2021. The fair value of the unlisted options is estimated as
at the date of grant using a Binomial option valuation model taking into account the terms and conditions
upon which the options were granted. The Company’s valuation of the options is based on the following
key inputs: Exercise price - $0.09, volatility – 92.22%, risk interest free rate – 0.07%, expected spot price -
$0.07.
The Company has assessed that it is not able to reliably measure the fair value of the goods and services
received from the counterparty of the share-based payment transaction and thus has measured the fair
value of the securities issued by reference to the fair value of the equity instruments granted.
48
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
21.
ASSETS HELD FOR SALE
On 8 March 2021, the Company entered into a sale agreement with Star Minerals Limited (“SMS”) to divest
tenements E52/3739, L51/112 and M51/888. Accordingly, those assets are presented as held for sale. The
expected date of sale is conditional upon SMS completing a $5 million Initial Public Offering and receiving
approval for quotation of its shares and options on ASX.
The consideration to be received consists of the following:
•
•
•
11 million SMS ordinary shares (fully paid),
3 million Class A SMS performance rights subject to a vesting condition being the announcement
by SMS to the ASX of a measured mineral resource in compliance with the JORC Code 2012 in
relation to tenement M51/888 within 5 years of the issue of the performance rights,
4 million Class B SMS performance rights subject to a vesting condition being the commencement
of commercial gold production in relation to tenement M51/888 within 5 years of the issue of the
performance rights, and
•
$500,000 reimbursement of expenditure incurred in conducting exploration works.
A.
Impairment loss relating to assets held for sale
There is no impairment loss on assets held for sale as fair value less cost to sell is higher than
their carrying value.
B. Assets and liabilities of assets held for sale
At 30 June 2021, the assets held for sale were stated at their carrying amount and comprised
of the following assets and liabilities:
Assets classified as held for sale
Exploration and evaluation asset
Total assets held for sale
Liabilities directly associated with assets classified as held for
sale
Total liabilities held for sale
831,495
831,495
-
C. Measurement of fair value
Fair value hierarchy
Fair value or sale value for the assets held for sale of $831,495 has been categorised as a level
1 fair value based on the agreement with Star Minerals Ltd.
49
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
EVENTS SUBSEQUENT TO THE REPORTING DATE
22.
On 27 July 2021 the Company issued the following securities, pursuant to shareholder approval at a general
meeting of shareholders held on 22 July 2021:
•
•
39,333,333 options exercisable at $0.09 each (expiry 31 Jan 2023) issued for nil cash consideration to
participants in the Placement for Tranche 1 shares on the basis of one option for every share
subscribed for and issued;
13,333,334 shares at $0.075 each raising $1,000,000 (before costs) and 13,333,334 free attaching
options exercisable at $0.09 each (expiry 31 Jan 2023) under Tranche 2 of the Placement;
On 27 July 2021, 10,000,000 collateral shares were issued to Acuity Capital to be held as security for an At-
the-Market Subscription Agreement (‘ATM’). The ATM provides Bryah with up to $3 million of standby
equity capital.
On 24 September 2021, 4,000,000 shares were issued to an unrelated party as consideration for the
purchase of 3 exploration licences in the Bryah Basin.
No other matter or circumstance has occurred subsequent to year end that has significantly affected, or
may significantly affect, the operations of the Company, the results of those operations or the state of
affairs of the entity in subsequent years.
RELATED PARTIES TRANSACTIONS
23.
23(a) Key Management Personnel
Disclosures relating to key management personnel are set out in note 16 and the remuneration report
included in the Directors' Report.
23(b) Transactions with Related Parties
The following transaction occurred with related parties:
Payment for goods and services
Payment for office rent and other services from Australian
Vanadium Limited (director-related entity of Leslie
Ingraham)
Consolidated
2021
$
2020
$
276,209
189,071
276,209
189,071
50
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
23(c) Receivable from and payable to related parties
Current receivables
Receivable from Australian Vanadium Limited (director-
related entity of Leslie Ingraham)
Current payables
Trade payable to Australian Vanadium Limited (director-
related entity of Leslie Ingraham)
Consolidated
2021
$
2020
$
18,793
18,793
-
-
75,596
50,848
75,596
50,848
23(d)
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
23(e) Terms and Conditions
All transactions were made on normal commercial terms and conditions and at market rates.
24.
CONTROLLED ENTITIES
Country of
Incorporation
Principal Activity
Ownership Interest
2021
2020
Parent entity
Bryah Resources Limited
Australia
Controlled entity
Mining and mineral
exploration
Peak Hill Manganese Pty
Ltd
Australia
Mining and mineral
exploration
100%
-
51
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
25.
ACQUISITION OF A SUBSIDIARY
On 9 June 2021, the Group acquired 100% of the ordinary share capital of Peak Hill Manganese Pty Ltd
for a consideration of 200,000 ordinary shares of the company.
The amounts recognised in respect of the identifiable assets acquired are set out below:
Other receivable
Trade and other payables
Exploration and rehabilitation obligations
Total identifiable net liabilities acquired
Satisfied by:
Fair value reserve
120,000
(29,855)
(120,000)
(29,855)
Equity instruments (200,000 shares of the Company)
2,000
Goodwill:
Goodwill arising from the acquisition has been recognised as follows:
Consideration transferred
Fair value of identifiable net assets/(liabilities)
Negative goodwill written off
2,000
(29,855)
31,855
The fair value of the 200,000 ordinary shares issued as part of the consideration paid for Peak Hill
Manganese Pty Ltd was determined by the directors of Peak Hill Manganese Pty Ltd on 9 June 2021.
There was no cash outflow arising on acquisition.
52
2021 Annual Report
Notes to the Financial Statements
For the period ended 30 June 2021
26.
PARENT ENTITY
The following table presents information regarding the parent entity for the year ended 30 June 2021
and the year ended 30 June 2020.
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Equity
Issued capital
Reserves
Retained earnings
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive income
2021
$
2020
$
4,144,344
7,002,258
11,146,603
1,884,707
6,120,677
8,005,384
521,475
521,475
262,599
262,599
14,374,297
251,093
9,746,827
282,851
(4,000,263)
(2,286,893)
10,625,127
7,742,785
(1,883,520)
(811,052)
-
-
(1,883,520)
(811,052)
53
2021 Annual Report
Directors’ Declaration
The Directors of the Company declare that:
1.
the financial statements and notes set out on pages 25 to 53 are in accordance with the
Corporations Act 2001 including:
a.
b.
complying with Australian Accounting Standards, the Corporations Regulations 2001 and
other mandatory professional reporting requirements, and
giving a true and fair view of the Company’s financial position as at 30 June 2021 and of
the performance for the period ended on that date, and;
2.
3.
in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able
to pay its debts as and when they become due and payable.
A statement that the attached financial statements are in compliance with International
Financial Reporting Standards has been included in the notes to the financial statements.
The Directors have been given the declarations pursuant to Section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
NEIL MARSTON
DIRECTOR
Date: 30 September 2021
54
ELDERTON
AUDIT PTY LTD
Auditor's
Independence
Declaration
To those charged
with governance
of Bryah Resources
Limited
As auditor
of my knowledge
and belief,
there have been:
for the audit of Bryah Resources
Limited
for the year ended 30 June 2021, I declare
that, to the best
• no contraventions
of the independence
requirements
of the Corporations
Act 2001 in relation
to the audit;
and
• no contraventions
of any applicable
code of professional
conduct
in relation
to the audit.
f I cle-c.\.o"" �"'-Ai \: ?\.:.
J
L h\
Elderton Audit Pty Ltd
Rafay Nabeel
Audit Director
Perth
2021
30 September
liability
by a scheme approved
Limited
T +61 8 6324 2900 E info@eldertongroup.com
ABN 51 609 542 458 Wwww.eldertongroup.com
A Level 2,267 St Georges
55
under Professional
Standards Legislation
Terrace,
Perth WA 6000
ELDERTON
AUDIT PTY LTD
Independent
Audit Report to the members of Bryah Resources
Limited
Report on the Audit of the Financial
Report
Opinion
We have audited
referred
consolidated
the consolidated
of significant
the financial
report of Bryah Resources
Limited
('the Company')
and it's controlled
( collectively
to as 'the Group'),
statement
the consolidated
income,
of profit or loss and other comprehensive
which comprises
of financial
the consolidated
position
statement
statement
statement
of cash flows
for the year then
ended, and notes to the financial
statements,
including
a summary
entities
as at 30 June 2021, the
and
in equity
of changes
accounting
policies,
and the directors'
declaration.
In our opinion,
the accompanying
financial
report of
the company is 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 2021 and of its financial
performance
for the
year then ended; and
(ii)complying
with Australian
Accounting
Standards
and the Corporations
Regulations
2001.
Basis for Opinion
described
our audit in accordance
as in the Auditor's
of the Company in accordance
Auditing
Responsibilities
for the
with the auditor
We conducted
further
independent
ethical
Accountants
responsibilities
of the Accounting
(the code) that are relevant
the Code.
in accordance with
with Australian
Professional
requirements
to our audit of the financial
and Ethical
Our responsibilities
Report section
under those standards
of our report.
Act 2001
are
We are
and the
of the Corporations
independence
Standards
report
requirements
Board's
in Australia.
APES 110 Code of Ethics for Professional
We have also fulfilled
our other ethical
Audit of the Financial
Standards.
We confirm that the independence
of the Company,
declaration
would be in the same terms if given to the directors
as at the time of this auditor's
Act 2001, which has been given to the directors
report.
by the Corporations
required
We believe
that the audit evidence
we have obtained
is sufficient
and appropriate
to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters
report of the current
in forming our opinion
thereon,
period.
that, in our professional
were of most significance
in our audit of the financial
These matters were addressed
of our audit of the financial
report
as a whole, and
judgement,
in the context
opinion
and we do not provide a separate
on these matters.
Limited liability
by a scheme approved under
Standards
6324 2900 E info@eldertongroup.com
T +61 8
ABN 51 609 542 458 Wwww.eldertongroup.com
Professional
56
Legislation
A level 2, 267 St Georges Terrace,
Perth WA 6000
Exploration
and evaluation
assets
Refer to Note 9, Exploration
and Evaluation
Asset {$6,827,565)
and accounting
policy
Notes 1(m) and 1(u).
Key Audit Matter
How our audit addressed
the matter
costs.
amount of
As
and evaluation
and evaluation
The Group has a significant
exploration
capitalised
value of exploration
the carrying
a significant
assets represents
Group, we considered
it necessary
whether facts and circumstances
suggest
the carrying
exceed its recoverable
exist to
amount of this asset may
asset of the
to assess
amount.
Our audit work included,
but was not restricted
to, the following:
•We obtained
evidence
that the Group has valid rights
to
in the areas represented
costs by obtaining
explore
and evaluation
the Group's
which the Group acquired the
tenement
areas of interest.
by the capitalised
of
independent
exploration
searches
•We enquired
with those charged
substantive
of the mineral
costs on further
resources
with governance
to assess
for and
exploration
areas of
in the Group's
whether
evaluation
interest
•We enquired
meetings
discontinue
are planned.
•We enquired
not decided
interest,
evaluation
successful
with directors and reviewed
minutes
to ensure that the Group has not decided
of directors'
to
of interest.
activities
in any of its areas
with management
to proceed
yet the carrying
to ensure that the Group had
of a specific
area of
and
with development
amount of the exploration
asset was unlikely
or sale.
development
to be recovered
in full from
holdings, and reviewing contracts under
Assets classified
Refer to Note 21, Assets classified
as held for sale
as held for sale
($831,495)
and accounting
policy
Notes 1(1)
Key Audit Matter
How our audit addressed
the matter
Our audit work included,
but was not restricted
to, the following:
and evaluation
as Non-current
statements.
of assets to non-current
•
specific
conditions
Assets Held for Sale and •
The entity classified
Exploration
at $831,495,
expenditure valued
assets held for sale in the financial
The classification
assets
in AASB5 Non-current
Discontinued
Operations
a degree of judgement
management.
to be met and involves
held for sale requires
on the part of
•
We considered
of these assets as a key audit matter.
the classification
•
and disclosure
an understanding
these assets
before 30 June 2021;
of management
and directors'
exclusive
offer agreement.
and evaluating
of the classification,
management's
the
reviewing
at year end
of facts and circumstances
with AASB
in the classification
in accordance
including
Assets Held for Sale and Discontinued
the binding
assessing
Gathering
plans to dispose
Reviewing
Critically
assessment
reasonableness
which resulted
5 Non-current
Operations;
Reviewing
made in the financial
and
the appropriateness
statements
and adequacy
of disclosures
Other Information
The directors
included
are responsible
for the other information.
The other information
report is
at the date of this auditor's
in annual report,
but does not include
the financial
report and our auditor's
thereon.
obtained
report
Our opinion
assurance
conclusion
thereon.
on the financial
report
does not cover the other information
and accordingly
we do not express
any form of
In connection
whether
otherwise
appears
with our audit of the financial
report,
inconsistent
is materially
the other information
to be materially misstated.
our responsibility
is to read the other information
and, in doing so, consider
with the financial
report
or our knowledge
obtained
in the audit or
If, based on the work we have performed
that there is a material
misstatement
this regard.
on the other information
prior to the date of this auditor's
report,
we conclude
of this other information,
to report
that fact. We have nothing
to report in
obtained
we are required
57
Responsibilities
of Directors
Report
for the Financial
The directors
accordance
is necessary
determine
whether
misstatement,
of the Company are responsible
for the preparation
with Australian
Accounting
Standards
and the Corporations
of the financial
of the financial
report that gives a true and fair view in
control
Act 2001 and for such internal
as the directors
report that gives a true and fair view and is free from material
to enable the preparation
due to fraud or error.
the financial
In preparing
disclosing,
intend
either
as applicable,
to liquidate
report, the directors
matters related
the Company or to cease operations,
are responsible
to going concern
and using the going concern
or have no realistic alternative
basis of accounting
but to do so.
for assessing
the Group's
ability
to continue
as a going concern,
unless
the directors
Auditor's
Report
Responsibilities for the
Audit of the Financial
Our objectives
misstatement,
whether
is a high level of assurance,
will always detect a material
material
if, individually
taken on the basis of the financial
report.
are to obtain reasonable assurance about whether the financial
report as a whole is free from material
due to fraud or error,
but is not a guarantee that
misstatement
and to issue an auditor's report
an audit conducted
that includes
in accordance
can arise from fraud or error and are considered
our opinion.
with Australian
Reasonable
assurance
Misstatements
Auditing Standards
or in the aggregate,
when it exists.
they could reasonably
be expected
to influence
the economic
decisions
of users
As part of an audit in accordance
professional
with the Australian
the audit.
scepticism
throughout
We also:
Auditing
Standards,
we exercise
professional
judgement
and maintain
• Identify
and assess the risks of material
of the financial
and obtain audit
misstatement
omissions,
as fraud may involve collusion, forgery,
perform audit procedures responsive
a basis for our opinion.
from error,
control.
The risk of not detecting
misstatement
intentional
to those risks,
a material
evidence
report, whether
due to fraud or error,
design and
that is sufficient
and appropriate
to provide
resulting
from fraud is higher than
or the override
misrepresentations,
for one resulting
of internal
• Obtain an understanding
the circumstances,
but not for the purpose
of internal
control
relevant
of expressing
to the audit in order to design audit procedures
on the effectiveness
that are appropriate
internal
of the Company's
an opinion
control.
in
• Evaluate
disclosures
the appropriateness
made by the directors.
of accounting
policies
used and the reasonableness
of accounting
estimates
and related
on the appropriateness
obtained,
• Conclude
evidence
the Company's
to draw attention
Our conclusions
to modify our opinion.
or conditions
However, future events
to continue
whether
ability
in our auditor's report
of the directors'
use of the going concern basis of accounting
exists
uncertainty
as a going concern.
to the related
and, based on the audit
that may cast significant
exists,
uncertainty
report or, if such disclosures
doubt on
we are required
are inadequate,
related
If we conclude
to events or conditions
disclosures
that a material
in the financial
a material
are based on the audit evidence
obtained
may cause the Company to cease to continue
up to the date of our auditor's
as a going concern.
report.
• Evaluate
financial
the overall
report represents
presentation,
structure
and content
the underlying
transactions
of the financial
report,
and events in a manner that achieves
the disclosures,
the
and whether
fair presentation.
including
We communicate
audit findings,
with the directors
regarding,
among other matters,
scope and timing
of the audit and significant
including
any significant deficiencies
in internal control
during
our audit.
the planned
that we identify
We also provide
independence,
our independence,
the directors
with a statement
that we have complied
with relevant
ethical
requirements
and to communicate
with them all relationships
and other matters
that may reasonably
be thought
regarding
to bear on
and where applicable,
related
safeguards.
From the matters
the financial
report
report
determine
reasonably
communicated
of the current
with the directors,
period
and are therefore
unless law or regulation
precludes
public
disclosure
about the matter or when, in extremely
the key audit matters.
We describe
these matters
rare circumstances,
in our auditor's
we
we determine
those matters that were of most significance
in the audit of
that a matter should not be communicated
to outweigh the public
be expected
in our report because
benefits
interest
of such communication.
the adverse
consequences
of doing so would
58
Report
Report on the Remuneration
Opinion
on the Remuneration
Report
We have audited
2021.
the Remuneration
Report included
on pages 19 to 24 of the directors'
report for the year ended 30 June
In our opinion,
Corporations
Act 2001.
the Remuneration
Report of the Company,
for the year ended 30 June 2021, complies
with section
300A of the
Responsibilities
of the Company are responsible
The directors
with section
on our audit conducted
300A of the Corporations
in accordance
Act 2001. Our responsibility
with Australian
and presentation
is to express
an opinion
Standards.
for the preparation
Auditing
of the Remuneration
on the Remuneration
Report in accordance
Report, based
£ lclt,l()'V\
���,�
Elderton Audit
Pty Ltd
Rafay Nabeel
Audit Director
2021
30 September
59
2021 Annual Report
Annual Mineral Resource Statement
In accordance with ASX Listing Rule 5.21, the Company reviews and reports its Mineral
Resources at least annually. The date of reporting is 30 June each year, to coincide with the
Company’s end of financial year balance date.
In completing the annual review for the year ended 30 June 2021, the historical resource
factors were reviewed and found to be relevant and current. The Company’s projects have
not been converted to any active operation yet and hence no resource depletion has occurred
for the review period.
TUMBLEGUM SOUTH PROJECT - MINERAL RESOURCE STATEMENT
A summary of the Mineral Resources at the Tumblegum South Prospect as at 30 June 2021 is
shown in Table 1 and Table 2 below.
The Mineral Resource Estimate for the Tumblegum South Prospect was completed by
independent resource consultant, Kamili Geology Pty Ltd, following the completion of drilling
by the Company in October 2019.
At a 0.3g/t Au cut-off the total Inferred Mineral Resource is estimated at 600,000 tonnes at
2.2 g/t Au, 0.2% Cu and 1.5 g/t Ag for 42,500 oz Au (See Table 1)8.
Table 1: Tumblegum South - Total Inferred Mineral Resource Inventory by lode (0.3g/t Au cut-off)
Lode
Min1
Min2
Min3
Min4
Min5
TOTAL
Tonnes
194,608
220,764
160,046
30,417
7,212
615,880
Au ppm
2.61
2.74
1.28
1.46
1.53
2.24
Au Oz
16,560
19,440
6,590
1,420
340
44,350
Cu ppm
2879
2084
1000
413
611
1966
Ag ppm
2.29
1.58
0.72
0.39
0.42
1.52
At a 1.0g/t Au cut-off the total Inferred Mineral Resource is estimated at 500,000 tonnes at
2.6 g/t Au, 0.2% Cu and 1.6 g/t Ag for 41,700 oz Au (See Table 2).
Table 2: Tumblegum South - Total Inferred Mineral Resource Inventory by lode (1.0g/t Au cut-off)
Lode
Min1
Min2
Min3
Min4
Min5
TOTAL
Tonnes
169,107
196,565
99,470
30,241
3,956
499,338
Au ppm
2.89
2.99
1.68
1.46
2.39
2.60
Au Oz
15,710
18,900
5,370
1,420
300
41,700
Cu ppm
3095
2211
1215
414
687
2191
Ag ppm
2.43
1.68
0.83
0.39
0.38
1.67
8 Note the final stated Inferred Mineral Resource is rounded, to reflect the uncertainty inherent in Inferred Mineral
Resources
60
2021 Annual Report
GABANINTHA BASE METALS - MINERAL RESOURCE STATEMENT
A summary of the Base Metals Mineral Resource at the Australian Vanadium Project located at
Gabanintha as at 30 June 2021 is shown in Table 3 below.
The Mineral Resource Estimate was completed by independent resource consultants, Mr Lauritz
Barnes (Consultant with Trepanier Pty Ltd) and Mr Brian Davis (Consultant with Geologica Pty Ltd).
Table 3 - Base Metals Mineral Resource Inventory at the Australian Vanadium Project
2021 Base Metals
Resource Area
In Pit North
In Pit Central
In Pit South
Total In Pits
Under North Pit
Under Central Pit
Under South Pit
Total Under Pits
Total Base Metals
Resource
Classification
Indicated
Indicated
Indicated
Indicated
Inferred
Inferred
Inferred
Inferred
Indicated and
Inferred
Tonnes
(Million)
9.3
4.5
3.8
17.7
5.3
3.6
4.7
13.6
31.3
Ni
ppm
723
777
829
760
701
769
823
761
761
Cu
ppm
205
193
222
205
208
200
235
215
210
Co
ppm
214
228
266
229
182
234
269
226
228
S
%
0.21
0.23
0.11
0.19
0.19
0.25
0.20
0.21
0.20
The Mineral Resource optimised open pits are shown in Figure 6 to this report.
The Indicated Mineral Resources portion is 17.7 Million tonnes at 760 ppm Nickel, 205 ppm
Copper and 229 ppm Cobalt. This part of the resource falls entirely within the existing pit
designs for the proposed 25 year mine-life vanadium project and is expected to be processed
through the 1.6 million tonne per annum crushing, milling and beneficiation plant. Australian
Vanadium Limited’s updated PFS reports a reserve of 32.1 Million tonnes9. The base metal
resource portion of the 32.1 Mt of high-grade vanadium resource that is included in the pits
is 17.7 Mt and represents ~55% of the total beneficiation plant feed.
The remaining Inferred Mineral Resource lies within the classified vanadium resource in the
high grade domain beneath the base of each of the designed pits where pit optimisations are
currently drill limited, highlighting the potential for future production.
Recovery Test Work
The proportion of base metals that report to the non-magnetic tails is variable based on 18
tests conducted to date. Davis Tube Recovery (DTR) testwork completed by Australian
Vanadium Limited shows the percentage of the contained metal reporting to the tail in Table
4.
Table 4: Recovery (%) Reporting to Non-magnetic Tail
Average
Cu
Recovery
62%
Ni
Recovery
34%
Co
Recovery
59%
S
Recovery
93%
9 See AVL ASX Announcement dated 22 December 2020 for full details.
61
2021 Annual Report
MATERIAL CHANGES AND RESOURCE STATEMENT COMPARISON
In respect to the mineral resource estimation calculated for the Tumblegum South Prospect,
the Company is not aware of any new information or data that materially affects the
information and all material assumptions and technical parameters underpinning the
estimate continue to apply and have not materially changed.
GOVERNANCE ARRANGEMENTS AND INTERNAL CONTROLS
The Company has ensured that the Mineral Resources quoted are subject to good governance
arrangements and internal controls. The Mineral Resources reported have been generated by
independent consultants where appropriate who are experienced in best practices in
modelling and estimation methods. The consultants have also undertaken reviews of the
quality and suitability of the underlying information used to determine the resource estimate.
In addition, management carries out regular reviews and audits of internal processes and
external contractors that have been engaged by the Company.
Competent Person Statement — Tumblegum South Mineral Resource Estimation
The information in this report that relates to Mineral Resources is based on and fairly represents information
compiled by Mr Ashley Jones, Consultant with Kamili Geology Pty Ltd. Mr Jones is a member of the Australasian
Institute of Mining and Metallurgy (AusIMM). Mr Jones has sufficient experience of relevance to the styles of
mineralisation and types of deposits under consideration, and to the activities undertaken to qualify as
Competent Persons as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Jones consent to the inclusion in
this report of the matters based on their information in the form and context in which they appear.
Competent Person Statement — Gabanintha Base Metals Mineral Resource Estimation
The information in this report that relates to Mineral Resources is based on and fairly represents information
compiled by Mr Lauritz Barnes, (Consultant with Trepanier Pty Ltd) and Mr Brian Davis (Consultant with
Geologica Pty Ltd). Mr Barnes and Mr Davis are both members of the Australasian Institute of Mining and
Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG). Both have sufficient experience of
relevance to the styles of mineralisation and types of deposits under consideration, and to the activities
undertaken to qualify as Competent Persons as defined in the 2012 Edition of the Joint Ore Reserves Committee
(JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Specifically,
Mr Barnes is the Competent Person for the estimation and Mr Davis is the Competent Person for the database,
geological model and site visits. Mr Barnes and Mr Davis consent to the inclusion in this announcement of the
matters based on their information in the form and context in which they appear.
Competent Persons Statement
The information in this report that relates to Exploration Results is based on information compiled by Mr Tony
Standish, who is a Member of the Australian Institute of Geoscientists. Mr Standish is a consultant to Bryah
Resources Limited (“the Company”). Mr Standish has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as
a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves’. Mr Standish consents to the inclusion in this report of the matters based
on his information in the form and context in which it appears.
62
2021 Annual Report
SCHEDULE
AS AT 27 SEPTEMBER 2021
OF
INTERESTS
IN
MINING
TENEMENTS
PROJECT
TENEMENT
AREA
EQUITY
Bryah Basin
Sub-total
Gabanintha
Sub-total
TOTAL
E52/3014
E52/3236
E52/3237
E52/3238
E52/3240
E52/3349
E52/3401
E52/3453
E52/3454
E52/3508
E52/3700
E52/3703
E52/3705
E52/3725
E52/3726
E52/3739
E52/3796
E52/3848
E52/3865
E52/3871
E52/3898
E52/3963
P52/1527
M52/806
M52/1068
E52/1557-I
E52/1860-I
E51/843
E51/1534
M51/878
M51/888
MLA51/890
L51/112
1 block
26 blocks
8 blocks
7 blocks
9 blocks
70 blocks
43 blocks
40 blocks
8 blocks
4 blocks
24 blocks
11 blocks
1 block
10 blocks
3 blocks
38 blocks
37 blocks
2 blocks
30 blocks
1 block
12 blocks
2 blocks
156.47 ha
316.15 ha
1,819.97 ha
16 blocks
35 blocks
12 blocks
8 blocks
3,565.86 ha
70.92 ha
1,811.82 ha
8.21 ha
100%
100%1
100%1
100%
100%1
100%1
100%1
100%
100%
100%1
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%1
0%1 2
0%1 2
0%1 2
100%3
100%3
100%3
100%3
100%3
100%
ANNUAL
EXPENDITURE
COMMITMENT
$20,000
$52,000
$50,000
$50,000
$50,000
$140,000
$64,500
$60,000
$50,000
$20,000
$24,000
$20,000
$10,000
$20,000
$15,000
$38,000
$37,000
$15,000
$30,000
$10,000
$20,000
$15,000
$6,280
$31,700
N/A
N/A
N/A
$848,480
N/A
N/A
N/A
N/A
Application
Nil
Nil
$848,480
Note 1: OM (Manganese) Limited holds a 40% Joint Venture Interest in the Manganese Mineral Rights in respect to M52/806,
M52/1068, E52/1557, E52/1860, E52/3349, E52/3236 (portion), E52/3237, E52/3240, E52/3401 and E52/3508
Note 2: Bryah holds the mineral rights to prospect, explore, mine and develop manganese ore (Manganese Mineral Rights) only.
Annual expenditure commitment obligations remain with the primary tenement holder.
Note 3: Mineral Rights for all minerals except V/U/Co/Cr/Ti/Li/Ta/Mn & iron ore only.
Australian Vanadium Limited retains 100% rights in V/U/Co/Cr/Ti/Li/Ta/Mn & iron ore on the Gabanintha Project. Annual
expenditure commitment obligations remain with Australian Vanadium Limited.
63
2021 Annual Report
ASX Additional Information
Additional information required by the ASX Listing Rules not disclosed elsewhere in this Annual Report
is set out below. The information is current as at 27 September 2021.
Distribution of Equity Securities
Analysis of numbers of equity security holders by size of holding:
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001+
Total
Listed Shares,
Fully Paid Ordinary
Listed 9 cent Options
expiring 31 January 2023
No of
Holders
40
29
174
606
281
1,130
Number of shares
6,030
111,376
1,500,402
25,742,787
196,846,580
224,207,175
No of
Holders
2
0
0
44
130
176
Number of options
2
0
0
2,856,029
60,643,969
63,500,000
Unmarketable Parcels
There were 149 holders of less than a marketable parcel of ordinary shares.
Restricted Securities
The Company has no restricted securities on issue as at 27 September 2021.
Unquoted Securities
The Company has the following unquoted securities on issue as at 27 September 2021:
- 7,500,000 options exercisable at $0.09 on or before 30 September 2022 issued to 12 holders.
Substantial Shareholders
The Company has the following substantial holders as at 27 September 2021:
Shareholder
Australian Vanadium Limited
Corporate Governance
Number of
shares
11,250,000
The company’s corporate governance statement is located on its website at: bryah.com.au
64
2021 Annual Report
Top 20 Shareholders
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Name
Acuity Capital Investment Management Pty Ltd
Australian Vanadium Limited
Botsis Holdings Pty Ltd
Woolmaton Pty Ltd
BNP Paribas Nominees Pty Ltd Six Sis Ltd
Ms Xiaodan Wu
Pet FC Pty Ltd
Jalein Pty Ltd
Pet FC Pty Ltd
Sunemar Pty Ltd
Mr Bryant James McLarty
Faustus Nominees Pty Ltd
Rilukin Holdings Pty Ltd
Pinny Pty Ltd
Mr Johannes Jurgens Potgieter
TFM Investments Pty Ltd
Australian Vanadium Limited
Scarfell Pty Ltd
1215 Capital Pty Ltd
BNP Paribas Nominees Pty Ltd
Total
Total Remaining Holders Balance
Top 20 Listed Optionholders
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Name
TVJ Pty Ltd
Botsis Holdings Pty Ltd
Mr Alan John Barrie
Mr Greg Dunstan
1215 Capital Pty Ltd
Ms Xiaodan Wu
Buprestid Pty Ltd
G & P Redfearn Investments P/L
Mr Mark Damion Kawecki
Nutsville Pty Ltd
Red Dog Fund Pty Ltd
Mr Sachin Verma
Yucaja Pty Ltd
Sunarp Pty Ltd
DVR Invest Pty Ltd
Mr Mitchell Atkins
Mr Jiaheng Pan
Mr Guy Leon Banducci
Mr Robert Revis
Mike Moore Super Pty Ltd
Total
Total Remaining Holders Balance
65
Number of
Shares
10,000,000
8,750,000
7,000,000
6,086,500
5,543,632
5,353,333
5,240,768
5,083,334
5,000,000
4,800,000
4,553,620
4,290,000
4,050,000
3,615,385
3,020,000
2,980,604
2,500,000
2,350,000
2,285,259
2,015,512
94,517,947
129,689,228
Number of
Listed
Options
3,850,000
2,000,000
1,641,796
1,600,000
1,547,334
1,416,667
1,375,000
1,333,334
1,333,333
1,200,000
1,133,334
1,000,000
1,000,000
966,667
933,334
900,000
900,000
800,000
800,000
757,969
% of
Shares
4.46
3.90
3.12
2.71
2.47
2.39
2.34
2.27
2.23
2.14
2.03
1.91
1.81
1.61
1.35
1.33
1.12
1.05
1.02
0.90
42.16%
57.84%
% of
Listed
Options
6.06
3.15
2.59
2.52
2.44
2.23
2.17
2.10
2.10
1.89
1.78
1.57
1.57
1.52
1.47
1.42
1.42
1.26
1.26
1.19
26,488,768
37,011,232
41.71%
58.29%