a50969881.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934
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For the fiscal year ended: June 30, 2014
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934
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For the transition period from: _____________ to _____________
Commission File Number 0-16097
GOLDEN RIVER RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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98-0079697
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia
(Address of principal executive offices) (Zip Code)
011 (613) 8532 2860
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, par value $.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for any such shorter period that the registrant was required to submit and post such file).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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No
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
The aggregate market value based on the average bid and asked price on the over-the-counter market of the Registrant’s common stock, (“Common Stock”) held by non-affiliates of the Company was US$35,127 as at December 31, 2013.
There were 56,807,283 outstanding shares of Common Stock as of October 14, 2014.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
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INDEX
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PART I
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4
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8
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10
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10
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11
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11
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PART II
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12
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13
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14
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18
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18
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PART III
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20
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23
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25
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27
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28
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PART IV
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29
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PART I
Information Regarding Forward Looking Statements
This report and other reports, as well as other written and oral statements made or released by us, may contain forward looking statements. Forward looking statements are statements that describe, or that are based on, our current expectations, estimates, projections and beliefs. Forward looking statements are based on assumptions made by us, and on information currently available to us. Forward-looking statements describe our expectations today of what we believe is most likely to occur or may be reasonably achievable in the future, but such statements do not predict or assure any future occurrence and may turn out to be wrong. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. The words "believe," "anticipate," "intend," "expect," "estimate," "project", "predict", "hope", "should", "may", and "will", other words and expressions that have similar meanings, and variations of such words and expressions, among others, usually are intended to help identify forward-looking statements.
Forward-looking statements are subject to both known and unknown risks and uncertainties and can be affected by inaccurate assumptions we might make. Risks, uncertainties and inaccurate assumptions could cause actual results to differ materially from historical results or those currently anticipated. Consequently, no forward-looking statement can be guaranteed. The potential risks and uncertainties that could affect forward looking statements include, but are not limited to:
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the risks of mineral exploration stage projects,
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political risks in foreign countries,
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risks associated with environmental and other regulatory matters,
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exploration risks and competitors,
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the volatility of gold and other mineral prices,
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availability of financing,
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movements in foreign exchange rates,
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increased competition, governmental regulation,
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performance of information systems,
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ability of the Company to hire, train and retain qualified employees,
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the availability of sufficient, transportation, power and water resources, and
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our ability to enter into key exploration and supply agreements and the performance of contract counterparties.
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In addition, other risks, uncertainties, assumptions, and factors that could affect the Company's results and prospects are described in this report, including under the heading “Risk Factors” and elsewhere and may further be described in the Company's prior and future filings with the Securities and Exchange Commission and other written and oral statements made or released by the Company.
We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this document. The information contained in this report is current only as of its date, and we assume no obligation to update any forward-looking statements.
General
Our name is Golden River Resources Corporation and we sometimes refer to ourselves in this Annual Report as “Golden River Resources”, the “Company” or as “we,” “our,” or “us.” We changed our name from Bay Resources Ltd to Golden River Resources in March 2006. For a number of years, we have been an exploration stage mining company however during fiscal 2013, we sold our controlling interest in our gold assets, which were held through an investment in Acadian Mining Corporation (“Acadian”). Our principal exploration target is for gold and we are currently searching for new gold opportunities.
We were incorporated in the State of Delaware on February 1, 1973. We commenced our mineral exploration activities in 2002. Prior thereto, we were engaged in a number of other business activities that have been discontinued. Our executive offices are at Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004, Australia. Our website location is www.goldenriverresources.com. Information included on our website shall not be deemed to be incorporated in this Annual Report.
Currency
Effective October 1, 2013, the Company’s functional and reporting currency is the United States dollar. Revenue and expenses incurred in a currency other than the United States dollars are translated at the date incurred or invoiced. Assets and liabilities are re-valued at the period end exchange rate where appropriate. Gains or losses from foreign currency transactions are included in the results of operations.
Prior to October 1, 2013, the Company’s functional and reporting currency was the Canadian dollar (CDN). The major asset of Company at September 30, 2013 was a marketable security held in a former consolidated entity. In October, 2013 all shares held in the former consolidated entity were compulsory acquired by a third party. As a result of the disposal of the investment, the Company’s revenue and expenses are no longer primarily denominated in Canadian dollars. ASC 830 Foreign Currency Translation, states that the functional currency of an entity is the currency of the primary economic environment in which the entity operates. Accordingly the Company determined that from October 1, 2013 the functional currency of the Company is the United States dollar (US$). Assets, liabilities and equity were translated at the rate of exchange at October 1, 2013 of CDN$1.00 = US$0.9704. Revenues and expenses were translated at rates at date of transaction. The recasting of the Company’s assets, liabilities, revenue and expense into US dollars did not have a material impact on the consolidated financial statements. Translation gains and losses were not material and accordingly were included as part of operations.
Restatement of comparative numbers was made for the change in functional and reporting currency
History of the Company
Our predecessor corporation, Bayou Oil, was incorporated under the laws of Minnesota in 1973 and since that time it had a number of activities that have been ceased.
On February 13, 1998, we incorporated a 100% owned subsidiary, Baynex.com Pty Ltd (formerly Bayou Australia Pty Ltd), a corporation incorporated under the laws of Australia.
On June 29, 1999 we undertook a reverse stock split on a 1:20 basis and amended our Articles of Incorporation to amend the par value of our shares from US$0.15 cents to US$0.0001 cents per share. On September 27, 1999 we changed our name from Bayou International, Ltd to Baynet, Ltd.
In May 2000, we commenced work on the development of a B2B mining portal however, this was abandoned as it was considered uneconomic.
On August 21, 2000 we incorporated a new wholly owned subsidiary, Bay International Pty Ltd (now known as Bay Resources (Asia) Pty Ltd), a corporation incorporated under the laws of Australia. In October 2000, we changed our name to Bay Resources Ltd, and in March 2006, we changed it to Golden River Resources Corporation.
During fiscal 2001, we conducted a due diligence review of St. Andrew Goldfields Ltd (“St. Andrew”) with a view to taking a substantial investment in St. Andrew. Following the conclusion of the review, we decided not to proceed with the investment.
In May 2002, we incorporated a new wholly owned subsidiary, Golden Bull Resources Corporation (“Golden Bull”) (formerly 4075251 Canada Inc.), a corporation incorporated under the laws of Canada. Golden Bull is the vehicle that was used by the Company to undertake exploration activities for gold on the Committee Bay Properties in Canada. In fiscal 2012, we relinquished the mining licences for the Committee Bay properties.
During the 2002 fiscal year we continued to expand our gold exploration business by:
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entering into an agreement to explore for gold on Tahera’s extensive property interests on the Slave Craton in northern Canada; and
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making application via Golden Bull, for properties in the highly prospective Committee Bay Greenstone Belt in Nunavut, Canada.
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In October 2002 we entered into an agreement (via our wholly owned subsidiary Bay Resources (Asia) Pty Ltd) with the Tibet Bureau of Geology and Minerals Exploration Development, China to earn a minimum 51% interest in the Xigaze copper belt running in a 200 kilometre east-west trend either side of Lhasa. However, in February 2003 we decided to withdraw from these arrangements as a result of further hurdles being placed before us by the Chinese authorities that were not known at the time of entering into the agreement.
On March 17, 2009, the Company announced that it had reached agreement with Acadian (TSX: ADA) to subscribe in a private placement transaction for up to 338,111,334 common shares ("Offering") in Acadian for aggregate gross investment of up to CDN$10 million. The Offering was contemplated to close in two or more tranches. Following closing of all tranches, Golden River held 68.45% of Acadian.
In July 2010, the Company subscribed for a further 4,923,387 shares in Acadian at a cost of CDN$1,477,016 taking its interest in Acadian to 71.48%.
During the fiscal year ended June 30, 2010, the Company entered into a subscription agreement with Northern Capital Resources Corp (“NCRC”) whereby NCRC would subscribe for 8.5 million shares at an issue price of US$1.00 per share to raise US$8.5 million. Subsequent to June 30, 2010, NCRC purchased an additional US$1.4 million in the Company’s shares at the same purchase price. The proceeds were used to help fund the acquisition of shares in Acadian and for working capital purposes. The Company’s Chairman, Chief Executive Officer and President, Mr. Joseph Gutnick, is the Chairman and Chief Executive Officer of NCRC and certain companies with which Mr. Gutnick is associated own approximately 36.52% of the outstanding common stock of NCRC. In addition, Legend International Holdings, Inc. (“Legend”), of which Mr. Gutnick is the Chairman and Chief Executive Officer, owns 31.46% of NCRC. At June 30, 2014, NCRC holds approximately 96.62% of the outstanding common stock of the Company.
Effective May 10, 2010, the Company closed a transaction to purchase mineral properties in the Slave Craton of Northern Canada in accordance with terms originally agreed to in June 2008. In fiscal 2012, the Company relinquished the Slave Craton and Committee Bay mineral claims in Canada as it believed that the cost of holding and exploring the claims was excessive given the Company’s limited financial resources.
On September 2, 2010, the Board of Directors of the Company and the holder of a majority of the outstanding shares of Common Stock approved a reverse stock split of the Common Stock of 10:1 and approved the mailing of an Information Statement to stockholders in relation to the reverse stock split, which became effective on November 1, 2010. The Company has accounted for this reverse stock split and accordingly, all share and per share data has been retroactively restated.
Between January 2012 and June 2013 the Company sold a majority of its interest in Acadian and at June 30, 2013, it held a 0.50% interest in Acadian. On September 18, 2013, the Company converted a convertible note of US$402,000 into 3,500,000 shares in Acadian thus increasing its equity interest in Acadian to 6.53%. On October 11, 2013, Acadian and LionGold Corp. Ltd. ("LionGold") announced that they concluded the arrangement by which LionGold, compulsory acquired all of the common shares of Acadian that it did not already own. As a result, effective October 11, 2013, the Company no longer has an equity interest in Acadian.
It is the policy of our Board of Directors that we will not engage in any activities which would subject us to registration and reporting requirements of the Investment Company Act of 1940.
SEC Reports
We file annual, quarterly, current and other reports and information with the SEC. These filings can be viewed and downloaded from the Internet at the SEC’s website at www.sec.gov. In addition, these SEC filings are available at no cost as soon as reasonably practicable after the filing thereof on our website at www.goldenriverresources.com. These reports are also available to be read and copied at the SEC’s public reference room located at Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
DESCRIPTION OF BUSINESS
Introduction
We are an exploration stage company engaged in the identification, acquisition, exploration and development of mining prospects. The main objective is to explore, identify, and develop commercially viable prospects over which we have rights that could produce revenues. These types of prospects may also contain mineralization of metals often found with gold, such as platinum and silver and other ‘base metals’ (copper, nickel, lead, zinc) which also may be worth processing. Exploration and development for commercially viable mineralization of any metal includes a high degree of risk which careful evaluation, experience and factual knowledge may not eliminate, and therefore, we may never produce any revenues.
Acadian Mining Corporation
We made our initial investment in Acadian in March 2009 and at June 30, 2012, we owned 52.06% of the issued and outstanding common shares of Acadian. In fiscal 2013, we sold the majority of our interest and at June 30, 2013, held 0.50% interest in Acadian. We no longer hold an interest in Acadian at June 30, 2014. See “History of the Company”.
Employees
We use temporary employees in our field exploration program. The services of our Chief Executive Officer, Joseph Gutnick and Chief Financial Officer and Secretary, Peter Lee, as well as clerical employees are provided to us on a part-time as needed basis pursuant to a Service Agreement dated November 25, 1988 (the “Service Agreement”) between us and AXIS Consultants Pty Limited (“AXIS”). AXIS also provides us with office facilities, equipment, administration and clerical services in Melbourne, Australia pursuant to the Service Agreement. The Service Agreement may be terminated by written notice by either party with 60 days notice.
We are not subject to a union labour contract or collective bargaining agreement.
You should carefully consider each of the following risk factors and all of the other information provided in this Annual Report before purchasing our common stock. An investment in our common stock involves a high degree of risk, and should be considered only by persons who can afford the loss of their entire investment. The risks and uncertainties described below are not the only ones we face. There may be additional risks and uncertainties that are not known to us or that we do not consider to be material at this time. If the events described in these risks occur, our business, financial condition and results of operations would likely suffer. Additionally, this Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements. This section discusses the risk factors that might cause those differences.
Risk Factors
Risks of Our Business
We Lack an Operating History And Have Losses Which We Expect To Continue Into the Future.
To date we have no source of revenue. We have no operating history as a mineral exploration or mining company upon which an evaluation of our future success or failure can be made.
World Economic Conditions Could Adversely Affect Our Results of Operations and Financial Condition
The effects of the recent global financial crisis are difficult to accurately predict. As a result of this crisis, conditions in the credit markets have become uncertain and risk adverse. These adverse conditions may make it harder for the Company to raise additional funds to finance the continued development of its business. Continued adverse economic conditions could adversely affect our liquidity, results of operations and financial condition.
We Have No Known Gold Reserves And We Cannot Assure You That We Will Find Such Reserves. If We Develop A Gold Reserve, There Is No Guarantee That Production Will Be Profitable.
We have not identified any gold reserves and we cannot guarantee we will ever find any. Even if we find a gold reserve, there is no assurance that we will be able to mine them. Even if we develop a mine, there is no assurance that we will make a profit. If we do not find gold reserves, you could lose part or all of your investment.
We Will Need Additional Financing To Determine If There Is Gold Or Other Commercial Minerals.
Our success will depend on our ability to raise additional capital. We have not found a commercially viable gold deposit and further exploration is required. There is no assurance whatsoever that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us to make these investments. This could cause the loss of all or part of your investment.
The Report Of Our Independent Registered Public Accounting Firm Contains An Emphasis of Matter Paragraph Questioning Our Ability To Continue As A Going Concern.
The report of our independent registered public accounting firm on our consolidated financial statements as of June 30, 2014 and 2013 and for the years ended June 30, 2014 and 2013 includes an emphasis of matter paragraph questioning our ability to continue as a going concern. This paragraph indicates that we have not yet commenced revenue producing operations and have a retained deficit of US$41,294,000 which could raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
If Our Officers And Directors Stopped Working For Us, We Would Be Adversely Impacted.
None of our executive officers or directors works for us on a full-time basis. There are no proposals or definitive arrangements to compensate our officers and directors or to engage them on a full-time basis. They each rely on other business activities to support themselves. They each have a conflict of interest in that they are officers and directors of other companies. You must rely on their skills and experience in order for us to reach our objective. We have no employment agreements or key man life insurance policy on any of them. The loss of some or all of these officers and directors could adversely affect our ability to carry on business and could cause you to lose part or all of your investment.
We Are Substantially Dependent Upon AXIS To Carry Out Our Activities
The Company holds a 9.09% interest in AXIS at a cost of A$1 and which is accounted for under the cost method and any profits generated by AXIS are returned to its stockholders in the form of dividends. The majority stockholder (72.73%) of AXIS is a third party independent of the Company Directors and management (J I Gutnick and his family or any of their private companies do not hold any shares in AXIS).
We are substantially dependent upon AXIS for our senior management, financial and accounting, corporate legal and other corporate headquarters functions. For example, each of our officers is employed by AXIS and, as such, is required by AXIS to devote substantial amounts of time to the business and affairs of the other stockholders of AXIS.
We are one of nine affiliated companies. Each of the companies has some common Directors, officers and shareholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and certain mining and exploration staff. A number of arrangements and transactions have been entered into from time to time between such companies. Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS, except that one of these companies, Northern Capital Resources Corp, is our principal stockholder. However, it is possible we may enter into such transactions in the future which could present conflicts of interest. In addition, there may be conflicts among the Company and the other companies that AXIS provides services to with respect to access to executive and administrative personnel and other resources.
Historically, AXIS has allocated corporate opportunities to each of the companies engaged in the exploration and mining industry after considering the location of each of the companies’ operations and the type of commodity for which each company explores within its geographic region. At present, there are no conflicts among the Company and the other nine companies with respect to the principal geographic areas in which they operate and/or the principal commodities that they are searching for.
Pursuant to a services agreement, AXIS provides us with office facilities, administrative personnel and services, management and geological staff and services. No fixed fee is set in the agreement and we are required to reimburse AXIS for any direct costs incurred by AXIS for us. In addition, we pay a proportion of AXIS indirect costs based on a measure of our utilization of the facilities and activities of AXIS plus a service fee of not more than 15% of the direct and indirect costs. Further, from time to time we have provided funds to AXIS in advance to ensure that AXIS is able to provide the services under the service arrangements and this may continue into the future. This service agreement may be terminated by us or AXIS on 60 days’ notice. See “Item 13 - Certain Relationships and Related Party Transactions.”
Future Sales of Common Stock Could Depress The Price Of Our Common Stock
Future sales of substantial amounts of common stock pursuant to Rule 144 under the Securities Act of 1933 or otherwise by certain stockholders could have a material adverse impact on the market price for the common stock at the time. There are presently 55,929,096 outstanding shares of our common stock held by stockholders which are deemed “restricted securities” as defined by Rule 144 under the Securities Act. Under certain circumstances, these shares may be sold without registration pursuant to the provisions of Rule 144. In general, under rule 144, a person (or persons whose shares are aggregated) who has satisfied a six-month holding period and who is not an affiliate of the Company may sell restricted securities without limitation as long as the Company is current in its SEC reports. A person who is an affiliate of the Company may sell within any three-month period a number of restricted securities which does not exceed the greater of one (1%) percent of the shares outstanding or the average weekly trading volume during the four calendar weeks preceding the notice of sale required by Rule 144. In addition, Rule 144 permits, under certain circumstances, the sale of restricted securities by a non-affiliate without any limitations after a one-year holding period. Any sales of shares by stockholders pursuant to Rule 144 may have a depressive effect on the price of our Common stock.
Our Common Stock Is Traded Over the Counter, Which May Deprive Stockholders Of The Full Value Of Their Shares
Our common stock is quoted via the Over The Counter Bulletin Board (OTCBB). As such, our common stock may have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock.
A Low Market Price May Severely Limit The Potential Market For Our Common Stock
Our common stock is currently trading at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any equity security that has a market price of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.
The Market Price Of Your Shares Will Be Volatile.
The stock market price of gold mining exploration companies like us has been volatile. Securities markets may experience price and volume volatility. The market price of our stock may experience wide fluctuations that could be unrelated to our financial and operating results. Such volatility or fluctuations could adversely affect your ability to sell your shares and the value you might receive for those shares.
Not applicable
The Company occupies certain executive and office facilities in Melbourne, Victoria, Australia which are provided to it pursuant to the Service Agreement with AXIS. See “Item 1- Business- Employees” and “Item 13 - Certain Relationships and Related Transactions and Directors’ Independence”. The Company believes that its administrative space is adequate for its current needs.
There are no pending legal proceedings to which the Company is a party, or to which any of its property is the subject, which the Company considers material.
Not Applicable
PART II
Our common stock is traded in the over-the-counter market and quoted on the OTCBB under the symbol “GORV”. The trading for the common stock has been sporadic and the market for the common stock cannot be classified as an established trading market.
The following table sets out the high and low bid information for the common stock as reported by the OTCBB for each period/quarter indicated in US$:
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Calendar Period
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High Bid(1)
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Low Bid(1)
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2012
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First Quarter
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0.25
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0.07
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Second Quarter
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0.07
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0.07
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Third Quarter
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0.07
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0.04
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Fourth Quarter
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0.04
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0.02
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2013
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First Quarter
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0.02
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0.02
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Second Quarter
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0.02
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0.02
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Third Quarter
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0.11
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0.11
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Fourth Quarter
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0.04
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0.04
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2014
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First Quarter
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0.05
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0.03
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Second Quarter
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0.06
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0.06
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Third Quarter
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0.07
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0.05
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(1)
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The quotations set out herein reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily reflect actual transactions.
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As of October 14, 2014, there were 56,807,408 shares of common stock issued and outstanding.
For information concerning shares issuable upon exercise of outstanding stock options see Notes 8 of the Notes to the Consolidated Financial Statements.
To date we have not paid any dividends on our common stock and we do not expect to declare or pay any dividends on our common stock in the foreseeable future. Payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the Board of Directors.
Shareholders
As of October 14, 2014, the Company had approximately 90 shareholders of record.
Dividend Policy
It is the present policy of the Board of Directors to retain earnings, when earned, for use in our business. We have not declared any cash dividends to the holders of its Common Stock and do not intend to declare such dividends in the foreseeable future.
Transfer Agent
Our United States Transfer Agent and Registrar is Continental Stock Transfer and Trust Company.
Our selected consolidated financial data presented below for each of the years in the two-year period ended June 30, 2014, and the balance sheet data at June 30, 2014 and 2013 have been derived from consolidated financial statements, which have been audited by PKF O’Connor Davies, A Division of O’Connor Davies, LLP (PKF O’Connor Davies), New York, NY. The selected financial data should be read in conjunction with our consolidated financial statements for each of the years in the two-year period ended June 30, 2014, and Notes thereto, which are included elsewhere in this Annual Report.
(Consolidated Statement of Comprehensive Income (Loss) Data)
(in thousands, except per share data)
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Year ended June 30
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2013
US$000s
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2014
US$000s
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Revenues
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Costs and expenses
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530 |
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240 |
|
| |
|
|
|
|
|
|
|
|
|
Other income
|
|
|
- |
|
|
|
- |
|
|
Other non-operational gains and costs
|
|
|
(2,727 |
) |
|
|
(721 |
) |
|
Provision/(benefit) for deferred income taxes
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Net income/(loss) from continuing operations
|
|
|
(3,257 |
) |
|
|
(961 |
) |
| |
|
|
|
|
|
|
|
|
|
Net income from discontinued operations
|
|
|
5,240 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
Net income/(loss) attributable to Golden River Resources shareholders
|
|
|
1,983 |
|
|
|
(961 |
) |
| |
|
|
|
|
|
|
|
|
| |
|
US$
|
|
|
US$
|
|
| |
|
|
|
|
|
|
|
|
|
Basic and diluted net income/(loss) per common equivalent shares
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Net income/(loss) from continuing operations
|
|
|
(0.06 |
) |
|
|
(0.02 |
) |
|
Net income/(loss) from discontinued operations
|
|
|
0.09 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
Basic and diluted net income/(loss) per common equivalent shares
|
|
|
0.03 |
|
|
|
(0.02 |
) |
| |
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding (000s)
|
|
|
56,807 |
|
|
|
56,807 |
|
| |
|
|
|
|
|
|
|
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
| |
|
US$000s
|
|
|
US$000s
|
|
|
Total assets
|
|
|
1,226 |
|
|
|
233 |
|
|
Total liabilities
|
|
|
(145 |
) |
|
|
(113 |
) |
| |
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
1,081 |
|
|
|
120 |
|
| |
|
|
|
|
|
|
|
|
General
The following discussion and analysis of our financial condition and results of operation should be read in conjunction with the Consolidated Financial Statements and accompanying notes and the other financial information appearing elsewhere in this report. This report contains numerous forward-looking statements relating to our business. Such forward-looking statements are identified by the use of words such as believes, intends, expects, hopes, may, should, plan, projected, contemplates, anticipates or similar words. Actual operating schedules, results of operations, ore grades and mineral deposit estimates and other projections and estimates could differ materially from those projected in the forward-looking statements.
On September 2, 2010, the Board of Directors of the Company and the holder of a majority of the outstanding shares of Common Stock approved a reverse stock split of the Common Stock of 10:1 and approved the mailing of an Information Statement to stockholders in relation to the reverse stock split, which became effective on November 1, 2010. The Company has accounted for this reverse stock split and accordingly, all share and per share data has been retroactively restated.
Foreign Currency Translation
The Company’s consolidated financial statements are reported in United States dollars (US$). The transactions in other currencies are translated to United States dollars at the average exchange rate prevailing during the period. Assets and liabilities are translated into United States dollars at the period-end exchange rate. The following table shows the period-end rates of exchange of the Australian and Canadian dollar compared with the United States dollar during the periods indicated.
| |
Year ended
|
|
|
|
|
| |
June 30
|
|
|
|
|
| |
2013
|
US$1.00
|
=
|
A$1.0942
|
|
| |
|
US$1.00
|
=
|
CDN$1.0521
|
|
| |
2014
|
US$1.00
|
=
|
A$1.0606
|
|
| |
|
US$1.00
|
=
|
CDN$1.0666
|
|
The Company’s financial statements are prepared in United States dollars (US$). A number of costs and expenses are incurred in Canadian and Australian dollars and the conversion of these costs to US$ means that the comparison of costs between fiscal 2014 and 2013 is not necessarily a true comparison.
Plan of Operation
We had US$1,000 in cash at June 30, 2014.
We acquired an interest in Acadian in 2009. Acadian had gold, lead and zinc interests. Acadian sold its lead and zinc interests in 2011. During fiscal 2013, we sold our controlling interest in Acadian. We are now looking for new gold acquisitions interests.
As set out in Item 1 “Employees” the services of our Chief Executive Officer, Chief Financial Officer, geologists, finance and clerical employees are provided by AXIS.
On November 25, 1988, the Company entered into an agreement with AXIS Consultants Pty Ltd to provide geological, management and administration services to the Company. AXIS has some common management and is incorporated in Australia. AXIS is paid by each company it manages for the costs incurred by it in carrying out the administration function for each such company. Pursuant to the Service Agreement, AXIS performs such functions as payroll, maintaining employee records required by law and by usual accounting procedures, providing insurance, legal, human resources, company secretarial, land management, certain exploration and mining support, financial, accounting advice and services. AXIS procures items of equipment necessary in the conduct of the business of the Company. AXIS also provides for the Company various services, including but not limited to the making available of office supplies, office facilities and any other services as may be required from time to time by the Company as and when requested by the Company. We are required to reimburse AXIS for any direct costs incurred by AXIS for the Company. In addition, we are required to pay a proportion of AXIS’s overhead cost based on AXIS’s management estimate of our utilization of the facilities and activities of AXIS plus a service fee of not more than 15% of the direct and overhead costs. Amounts invoiced by AXIS are required to be paid by us. Under the agreement, we are not permitted to obtain from sources other than AXIS, and we are not permitted to perform or provide ourselves, the services contemplated by the Service Agreement, unless we first request AXIS to provide the service and AXIS fails to provide the service within one month. As our arrangements with AXIS have evolved, the arrangements have changed, which have verbally been agreed to by AXIS, as a result of the requirements of certain suppliers to be able to deal directly with us. In these cases, AXIS does not charge us a management or service fee in respect to these arrangements with suppliers who deal with us directly. The types of services that are provided directly to us include audit and tax services, legal services, stock transfer services, certain insurance products where we are required to be named, financing facilities in our name and Delaware franchise tax.
Results of Operations
Year ended June 30, 2014 versus Year ended June 30, 2013
Golden River Resources was a gold exploration company focusing its activities in Canada through its investment in Acadian. Following the sale of Acadian shares in October 2012, Golden River’s holding in Acadian amounted to 32.16% and Golden River no longer controlled Acadian. As a result, Golden River de-consolidated the operations of Acadian. Accordingly, the management discussion and analysis relates to the activities of Golden River only and does not include a discussion of Acadian activities unless otherwise stated
As set out in Management’s Discussion and Analysis of Financial Condition and Results of Operation – Plan of Operation, the Company is managed by AXIS. Certain costs and expenses are incurred by the Company and certain costs and expenses are incurred by AXIS on behalf of the Company and billed to the Company by AXIS. The discussion in the next paragraphs relates to costs and expenses of the Company, incurred by both the Company; and by AXIS that are billed to the Company.
Total costs and expenses have decreased from US$530,000 for the year ended June 30, 2013 to US$240,000 for the year ended June 30, 2014. The decrease was a net result of:
|
a)
|
A decrease in legal, accounting and professional costs from US$146,000 in fiscal 2013 compared to US$78,000 in fiscal 2014. During fiscal 2014, we incurred legal expenses of US$2,000 for general legal work; audit fees of US$62,000 for professional services in relation to financial statements, the quarterly reports on Form 10-Q and annual report on Form 10-K; taxation compliance costs of US$5,000; and US$9,000 from our stock transfer agent for management of the share register. During fiscal 2013, we incurred legal expenses of US$28,000 for general legal work; audit fees of US$87,000 for professional services in relation to financial statements, the quarterly reports on Form 10-Q and annual report on Form 10-K; taxation compliance costs of US$23,000; and US$8,000 from our stock transfer agent for management of the share register. The decrease in our legal, accounting and professional costs has been as a result of the lower level of activity since the sale of the interest in Acadian.
|
|
b)
|
A decrease in administrative costs from US$384,000 in fiscal 2013 to US$162,000 in fiscal 2014. During fiscal 2014, AXIS charged us US$122,000 for management and service fees, Director’s fees and salaries incurred on behalf of the Company including fees paid to an independent director, President and Chief Executive Officer, Director, Secretary and Chief Financial Officer and other staff of AXIS who provide services to the Company, travel costs, postage, communications and freight; we incurred US$40,000 for lodgement of Company filings with the SEC. During fiscal 2013, AXIS charged us US$338,000 for management and service fees, Director’s fees and salaries incurred on behalf of the Company including fees paid to an independent director, President and Chief Executive Officer, Director, Secretary and Chief Financial Officer and other staff of AXIS who provide services to the Company, travel costs, postage, communications and freight; we incurred US$44,000 for lodgement of Company filings with the SEC; we incurred US$5,000 in travel costs; a refund of US$3,000 for Delaware franchise tax. The decrease in our administrative costs has been as a result of the lower level of activity since the sale of the interest in Acadian
|
The Company recorded a foreign currency exchange gain of US$2,000 for the year ended June 30, 2014 compared to a foreign currency exchange loss of US$297,000 for the year ended June 30, 2013 primarily as a result of the movement in the Australian and Canadian dollar versus the United States dollar.
In November 2012 and February 2013, the Company sold 9,327,730 shares in Acadian at price of US$0.1068 for US$995,679, reviewed the carrying amount of is investment in Acadian and recorded a loss on sale of equity investment and impairment charge of US$609,000 for the year ended June 30, 2013.
At June 30, 2014, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable. For the year ended June 30, 2014 the Company recorded an adjustment to the provision of US$(725,000) (2013: US$(976,000)).
In October 2013, the Company sold a further 3,509,998 shares in Acadian at price of US$0.12 (CDN$0.12) for US$402,000, and recorded a foreign exchange gain on sale of marketable investment of US$2,000 for the year ended June 30, 2014.
In March 2013, the Company commenced accounting for its 14.95% interest in Acadian at market value. In late June 2013, the Company sold further shares in Acadian and incurred a gain on marketable investment of US$289,000.
The loss from continuing operations before income taxes for the year ended June, 2014 was US$961,000 compared to US$3,257,000 for the year ended June 30, 2013.
The Company recorded a net gain from discontinued operations of US$5,591,000 for the year ended June 30, 2013 and a net loss from discontinued operations of US$665,000 which was offset by the share of net gain attributable to non-controlling interests of discontinued operations of US$314,000. There was no net loss or gain from discontinued operations for the year ended June 30, 2014.
The net loss amounted to US$961,000 for the year ended June 30, 2014 compared to net income of US$1,983,000 for the year ended June 30, 2013.
Liquidity and Capital Resources
During the fiscal year 2014, net cash used in operating activities was US$267,000 comprising primarily of the net loss of US$961,000 adjusted for (i) allowance for doubtful receivable of US$725,000; (ii) gain on disposal of marketable securities of US$2,000; (iii) increase in receivables of US$5,000 and decrease in accounts payable and accrued expenses of US$32,000. During fiscal 2014, net cash provided by investing activities was US$402,000 being proceeds from the sale of 3,509,998 shares in Acadian. During fiscal 2014, net cash used in financing activities were US$774,000 consisting of net borrowings, repayments and advances to affiliates.
As at June 30, 2014, the Company had short-term obligations of US$113,000 comprising accounts payable and accrued expenses.
We had US$1,000 in cash at June 30, 2014.
During fiscal 2014, AXIS provided services in accordance with the service agreement of US$121,000, AXIS repaid Golden River Resources US$143,000 and the Company advanced AXIS US$1,038,000, before foreign currency translation adjustment amounting to approximately US$7,000. At June 30, 2013, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a US$976,000 provision for doubtful receivable during fiscal 2013. For the year ended June 30, 2014, the Company recorded an additional provision of US$725,000. During the year ended June 30, 2014, the Company did not charge interest. At June 30, 2014 and 2013, the provision for doubtful receivable amounts to US$1,694,000 and US$976,000 respectively. The amount owed by AXIS (net of allowance) at June 30, 2014 under current assets – receivables from affiliates was US$56,000.
During fiscal 2013, the Company advanced NCRC US$1,134,000 and after foreign exchange adjustments, US$1,158,000 is the amount owed by NCRC at June 30, 2014. At June 30, 2014, management considered the recoverability of the amount owed by NCRC and in accordance with the requirements of accounting standards provided a provision for doubtful receivable for the full amount during fiscal 2014.
On July 28, 2013 Acadian entered into an agreement in respect of a proposed arrangement involving Acadian, LionGold Corp. Ltd. and LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.), a wholly owned subsidiary of LionGold. Pursuant to the proposed arrangement, each common share of the Acadian held by a shareholder (other than LionGold or its affiliates) will be transferred to LionGold for cash consideration of CDN$0.12 per common share. The purpose of the arrangement is to allow LionGold to acquire all the issued and outstanding common shares that it does not already own of Acadian while providing shareholders with consideration that is fair from a financial point of view to the shareholders. The special meeting of Acadian shareholders was held in October 2013 and approved the special resolution to approve the arrangement. On September 18, 2013, the Company elected to convert the convertible note into 3,500,000 shares in Acadian. The Company has since sold this investment with proceeds of approximately US$402,000.
Our budget for general and administration costs for fiscal 2015 is US$250,000.
The Company has historically funded its activities from funds provided by capital raising through the issuance of its shares, sale of its investments and advances from affiliated entities. We are currently investigating further capital raising opportunities which may be in the form of either equity or debt, to provide funding for working capital purposes and future exploration programs. There can be no assurance that such capital raising will be successful, or that even if an offer of financing was received by the Company, it is on terms acceptable to the Company.
The report of our independent registered public accounting firm on our consolidated financial statements as of June 30, 2014 and 2013 and for the years ended June 30, 2014 and 2013 includes an emphasis of matter paragraph questioning our ability to continue as a going concern. This paragraph indicates that we have not yet commenced revenue producing operations and have a retained deficit of US$41,294,000 which raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Impact of Australian Tax Law
Australian resident corporations are subject to Australian income tax on their non-exempt worldwide assessable income (which includes capital gains), less allowable deductions, at the rate of 30%. Foreign tax credits are allowed where tax has been paid on foreign source income, provided the tax credit does not exceed 30% of the foreign source income.
Under the U.S./Australia tax treaty, a U.S. resident corporation such as us is subject to Australian income tax on net profits attributable to the carrying on of a business in Australia through a “permanent establishment” in Australia. A “permanent establishment” is a fixed place of business through which the business of an enterprise is carried on. The treaty limits the Australian tax on interest and royalties paid by an Australian business to a U.S. resident to 10% of the gross interest or royalty income unless it relates to a permanent establishment. Although we consider that we do not have a permanent establishment in Australia, it may be deemed to have such an establishment due to the location of its administrative offices in Melbourne. In addition we may receive interest or dividends from time to time.
Impact of Australian Governmental, Economic, Monetary or Fiscal Policies
Although Australian taxpayers are subject to substantial regulation, we believe that our operations are not materially impacted by such regulations nor is it subject to any broader regulations or governmental policies than most Australian taxpayers.
Impact of Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements on the Company’s financial statements, see Note 2 to the Company’s Consolidated Financial Statements which are attached hereto.
The Company reports in US$ and holds cash denominated in A$ dollars. At June 30, 2014, this amounted to US$1,000 (A$1,000). A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s consolidated financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have no effect on the consolidated balance sheet and consolidated statement of comprehensive income loss.
See F Pages
There have been no changes in accountants or any disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the two years ended June 30, 2014.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance.
|
(b)
|
Management’s Report on Internal Control over Financial Reporting
|
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange act Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision of management and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 1992 framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation of internal control over financial reporting, our management concluded that our internal controls over financial reporting were effective as of June 30, 2014.
|
(c)
|
Attestation report of the Registered Public Accounting Firm
|
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
(d)
|
Change in Internal Control over Financial Reporting
|
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurance of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of June 30, 2014, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.
None.
PART III
The following table sets forth our directors and executive officers, their ages and all offices and positions with our company. Officers and other employees serve at the will of the Board of Directors.
|
Name
|
Age
|
Position(s) Held
|
|
Joseph Gutnick
|
62
|
Chairman of the Board, President, Chief
Executive Officer and Director
|
|
David Tyrwhitt
|
75
|
Director
|
|
Peter Lee
|
57
|
Director, Secretary, Chief Financial Officer
and Principal Accounting Officer
|
|
Mordechai Gutnick
|
38
|
Director
|
The following paragraphs provide information as of the date of this report about each director as well as about each executive officer. The information presented includes information each director has given us about his age, all positions he holds, his principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he should serve as a director, we also believe that all of our directors have demonstrated an ability to exercise sound judgment, as well as a commitment of service to Golden River Resources and our Board. Finally, we value their significant experience in the mining industry and other public and board committees
Mr Gutnick is a leading mining industry entrepreneur and has been Chairman of the Board, President and Chief Executive Officer since March 1988. He is currently Executive Chairman, President and Chief Executive Officer of a number of publicly traded companies in Australia and North America, including Legend International Holdings, Inc., Aurum, Inc. and Consolidated Gems, Inc., U.S. corporations traded on the OTC market, Executive Chairman, President and Chief Executive Officer of Northern Capital Resources Corp and Great Central Resources Corp, US corporations and Executive Chairman, Managing Director and Chief Executive Officer of Merlin Diamonds Limited, Top End Minerals Ltd and Quantum Resources Limited; and was previously Non-Executive Chairman of Blackham Resources Limited which are listed on the Australian Stock Exchange. Mr Gutnick has been responsible for overseeing the discovery of the Plutonic gold deposit and the discovery, development and operation of the world class Bronzewing and Jundee gold mines in Australia. He was awarded the Diggers award at the 1997 Diggers and Dealers Industry Awards and is a former Director of the World Gold Council. He is a Fellow of the Australasian Institute of Mining & Metallurgy and the Australian Institute of Management and a Member of the Australian Institute of Company Directors.
Mr Gutnick’s extensive experience in leading teams in building and operating major mining operations in Australia as well as his experience in founding and serving as the chief executive officer and chairman of a number of public companies will provide our Board with valuable executive leadership and management experience.
Mr Gutnick devotes a sufficient amount of his business time to the affairs of the Company to advance the Company’s operations.
David Tyrwhitt
Dr Tyrwhitt was appointed a Director in November 1996. He is a geologist, holding a Bachelor of Science and PhD degrees and has 50 years experience in mineral exploration and management development and operation of gold mines in Australia. Since 1996, Mr Tyrwhitt has served as a consulting geologist through David S. Tyrwhitt & Associates (June 2002 to present) and Auminex Sdn. Bhd. (1996 to June 2002). Dr Tyrwhitt has been a Director of numerous public listed companies in Australia in the mining industry and is currently a Director of Hawthorn Resources Limited, Merlin Diamonds Ltd and Quantum Resources Limited listed on the Australian Securities Exchange, Legend International Holdings, Inc., a US corporation listed on the OTC market and was previously a director of Northern Capital Resources Corp.
Dr Tyrwhitt’s experience in working on mining projects in Australia and technical skills as a geologist will provide our Board with an industry-based perspective to mining operations. Dr Tyrwhitt is Chair of the Audit Committee.
Peter Lee
Mr Lee has been Chief Financial Officer, Principal Accounting Officer and Secretary since August 1989 and was appointed a Director in February 1996. Mr Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a Member of the Australian Institute of Company Directors and holds a Bachelor of Business (Accounting) from Royal Melbourne Institute of Technology. He has over 30 years commercial experience and is currently a Director, Chief Financial Officer and Company Secretary of Top End Minerals Ltd and Quantum Resources Limited, Chief Financial Officer and Company Secretary of Merlin Diamonds Limited, which are listed on the Australian Stock Exchange and Chief Financial Officer and Secretary of Legend International Holdings, Inc. and Consolidated Gems, Inc., Secretary of Aurum, Inc., US corporations traded on the OTC market and Northern Capital Resources Corp and Great Central Resources Corp, US corporations and was a Director of Acadian Mining Corporation, a corporation listed on Toronto Stock Exchange.
Mr Lee’s extensive financial and secretarial background in the mining and exploration industry in the US provides our Board with valuable experience in those areas.
Mr Lee devotes a sufficient amount of his business time to the affairs of the Company to advance the Company’s activities.
Mordechai Gutnick
On September 14, 2005, Mr Gutnick was elected a non-executive Director. He is a businessman and long-term investor in the mining industry. From April 2001 to June 2002, Mr Gutnick served as a project advisor for AXIS, which provides services to the Company; from July 2002 to April 2003, Mr Gutnick was a private investor; and between May 2003 and October 2010, Mr Gutnick is a director of Quantum Resources Limited. Mr Gutnick has been appointed to the Audit and Remuneration Committee’s, effective September 14, 2005. Mr Mordechai Gutnick is the son of Mr Joseph Gutnick.
Mr Gutnick’s knowledge and experience in the mining and exploration industry provides our Board with valuable experience in those areas.
All Directors have been appointed for a one-year term which expires in November 2014.
Mr Gutnick was formerly the Chairman of the Board, Dr Tyrwhitt was formerly an independent Director and Mr. Lee was formerly Company Secretary of Centaur Mining & Exploration Ltd., an Australian corporation, which commenced an insolvency proceeding in Australia in March 2001.
Directors need not be stockholders of the company or residents of the State of Delaware. Directors are elected for an annual term and generally hold office until the next Directors have been duly elected and qualified. Directors may receive compensation for their services as determined by the Board of Directors. A vacancy on the Board may be filled by the remaining Directors even though less than a quorum remains. A Director appointed to fill a vacancy remains a Director until his successor is elected by the Stockholders at the next annual meeting of Shareholder or until a special meeting is called to elect Directors.
Board, Audit Committee and Remuneration Committee Meetings
Our Board of Directors consists of four members, of whom two have been and continue to be independent under applicable regulations. During fiscal 2014, our Board of Directors did not meet formerly.
We do not have a nominating committee. Historically our entire Board has selected nominees for election as directors. The Board believes this process has worked well thus far particularly since it has been the Board's practice to require unanimity of Board members with respect to the selection of director nominees. In determining whether to elect a director or to nominate any person for election by our stockholders, the Board assesses the appropriate size of the Board of Directors, consistent with our bylaws, and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Board will consider various potential candidates to fill each vacancy. Candidates may come to the attention of the Board through a variety of sources, including from current members of the Board, stockholders, or other persons. The Board of Directors has not yet had the occasion to, but will, consider properly submitted proposed nominations by stockholders who are not directors, officers, or employees of Golden River Resources on the same basis as candidates proposed by any other person.
Audit Committee
Dr David Tyrwhitt and Mr Mordechai Gutnick constitute our Audit Committee. It is the opinion of the Board of Directors that each of them is an independent director as defined in Rule 10A-3 of the Securities Exchange Act of 1934. In addition, the Board believes that Mr Tyrwhitt would meet the director independence requirements of the Nasdaq Stock Market if we were listed on such Market, but that Mr Mordechai Gutnick would not meet such Nasdaq independence requirements in light of his family relationship with Mr Joseph Gutnick who is our Chief Executive Officer. Our Audit Committee does not include a "financial expert" as defined in Item 401 (e) of Regulation S-K. The Company only has two independent Directors and neither of these independent Directors has a finance background. The Chair of the Audit Committee met with the external auditors on four occasions during fiscal 2014 in respect to annual and quarterly reports prior to the reports being filed.
Remuneration Committee
The Board has a Remuneration Committee comprised of two independent directors. During fiscal 2014, the Remuneration Committee did not meet.
Code of Ethics
We have adopted a Code of Conduct and Ethics and it applies to all Directors, Officers and employees. A copy of the Code of Conduct and Ethics is posted on our website at www.goldenriverresources.com and we will provide a copy to any person without charge. If you require a copy, you can download it from our website or alternatively, contact us by facsimile or email and we will send you a copy.
Stockholder Communications with the Board
Stockholders who wish to communicate with the Board of Directors should send their communications to the Chairman of the Board at the address listed below. The Chairman of the Board is responsible for forwarding communications to the appropriate Board members.
Mr Joseph Gutnick
Golden River Resources Corporation
PO Box 6315 St. Kilda Road Central
Melbourne, Victoria 8008 Australia
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our Directors, executive officers and beneficial owners of more than 10% of the outstanding Common Stock are required to file reports with the Securities and Exchange Commission concerning their ownership of and transactions in our Common Stock and are also required to provide to us copies of such reports. Based solely on such reports and related information furnished to us, we believe that in fiscal 2012 all such filing requirements were complied with in a timely manner by all Directors, executive officers and greater than 10% stockholders.
The following table sets forth the annual salary, bonuses and all other compensation awards and pay outs on account of our Chief Executive Officer and the chief executive officer of Acadian for services rendered to us during the fiscal years ended June 30, 2014 and 2013. No other executive officer received more than US$100,000 per annum during this period.
Summary Compensation Table
|
Name and
Principal
Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Non-Equity Incentive Plan Compensation
|
|
|
Change in
Pension Value
and
Nonqualified Deferred Compensation Earnings
|
|
All Other
Compensation
|
|
Total
|
|
|
Joseph
Gutnick,
Chairman of
the Board,
President
and CEO
(1)(2)(3)
|
|
|
2014
2013
|
|
|
|
$US6,208
US$47,341
|
|
|
|
-
-
-
|
|
|
|
-
-
-
|
|
|
|
-
-
-
|
|
|
|
-
-
-
|
|
|
|
-
-
-
|
|
-
US$4,260
|
|
|
$US6,208
US$51,601
|
|
|
1.
|
The amounts listed were paid by us to AXIS, which provides the services of Mr J I Gutnick.
|
|
2.
|
Excludes options granted to Kerisridge Pty Ltd and Fast Knight Nominees Pty Ltd of which Mr J I Gutnick is a Director and Shareholder (see Item 13 – Certain Relationships and Related Party Transactions)
|
|
3.
|
Includes amounts paid by AXIS to an accumulation superannuation plan on behalf of Mr J I Gutnick.
|
For additional information about the Service Agreement and the Consulting Agreement see “Item 1 - Business - Employees” and “Item 13 - Certain Relationships and Related Transactions”.
We have a written policy that we will not enter into any transaction with an officer, Director or affiliate of the Company or any member of their families unless the transaction is approved by the Audit Committee and the Audit Committee determines that the terms of the transaction are no less favourable to us than the terms available from non-affiliated third parties or are otherwise deemed to be fair to the Company at the time authorised.
Outstanding Equity Awards at Fiscal Year-End
|
Option Awards
|
|
|
Stock Awards
|
|
|
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
|
Equity Incentive
Plan
Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
|
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Been
Vested
(#)
|
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
|
|
Joseph
Gutnick,
Chairman
of the
Board,
President
and CEO
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
50,000 200,000 |
|
|
|
US$1.00
US$0.3084
|
|
10/15/14
10/19/16
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
|
2004 Stock Option Plan
The 2004 Plan provides for the granting of options. The maximum number of shares available for awards is 10% of the issued and outstanding shares of common stock on issue at any time (on a fully diluted basis). If an option expires or is cancelled without having been fully exercised or vested, the remaining shares will generally be available for grants of other awards.
The 2004 Plan is administered by the Remuneration Committee of the Board comprised solely of directors who are not employees or consultants to Golden River Resources or any of its affiliated entities.
Any employee, director, officer, consultant of or to Golden River Resources or an affiliated entity (including a company that becomes an affiliated entity after the adoption of the 2004 Plan) is eligible to participate in the 2004 Plan if the Committee, in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the success of Golden River Resources or an affiliated entity. During any one year period, no participant is eligible to be granted options to purchase more than 5% shares of our issued and outstanding common stock or if they provide investor relations activities, or are a consultant to the Company, 2% of the issued and outstanding shares of common stock in any 12 month period.
Options granted under the 2004 Plan are to purchase Golden River Resources common stock. The term of each option will be fixed by the Remuneration Committee, but no option will be exercisable more than 10 years after the date of grant. The option exercise price is fixed by the Remuneration Committee at the time the option is granted. The exercise price must be paid in cash. Options granted to participants vest and have a term of 10 years, unless otherwise decided by the Board of Directors at the time of issue.
No award is transferable, or assignable by the participant except upon his or her death.
The Board may amend the 2004 Plan, except that no amendment may adversely affect the rights of a participant without the participant’s consent or be made without stockholder approval if such approval is necessary to qualify for or comply with any applicable law, rule or regulation the Board deems necessary or desirable to qualify for or comply with.
Subject to earlier termination by the Board, the 2004 Plan has an indefinite term except that no Incentive Stock Options (“ISO”) may be granted following the tenth anniversary of the date the 2004 Plan is approved by stockholders.
None of the proposed recipients have received any stock options or other equity based forms of compensation from us for at least the last three years.
Other than the issue of these Options, there are no other current plans or arrangements to grant any options under the 2004 Plan.
Compensation Pursuant to Plans
The Company does not have any pension or profit sharing plans.
Compensation to Directors
|
Name
|
|
Fees
Earned or
Paid in
Cash
(US$)
|
|
|
Stock
Awards
(US$)
|
|
|
Option
Awards
(US$)
|
|
|
Non-Equity
Incentive Plan
Compensation
(US$)
|
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
|
|
|
All Other
Compensation
(US$)
|
|
|
Total
(US$)
|
|
|
David Tyrwhitt
|
|
|
17,344 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
17,344 |
|
|
Mordechai Gutnick
|
|
|
18,903 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
18,903 |
|
It is our policy to reimburse Directors for reasonable travel and lodging expenses incurred in attending Board of Directors meetings. Commencing January 2005, non-management Directors are paid Directors fees of A$20,000 per annum, plus statutory superannuation of 9% in accordance with Australian law.
Securities authorized for issuance under equity compensation plans
The following table sets forth, as of June 30, 2014, information regarding options under our 2004 stock option plan, our only active plan. The 2004 stock option plan has been approved by our stockholders. Outstanding options under this plan that are forfeited or cancelled will be available for future grants. All of the options are for the purchase of our common stock.
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options
(a)
|
|
Weighted average
Exercise price of
outstanding options
(b)
|
|
Number of securities
remaining available for
future issuances under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
| |
|
|
|
|
|
|
|
Equity compensation
plans approved by
security holders
|
|
485,000
|
|
US$4.22
|
|
5,195,7591)
|
| |
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders
|
|
-
|
|
-
|
|
-
|
| |
|
|
|
|
|
|
|
Total
|
|
485,000(1)
|
|
US$4.22
|
|
5,195,7591)
|
|
(1)
|
The maximum number of shares available for issuance under the 2004 stock option plan is equal to 10% of the issued and outstanding shares (on a fully diluted basis) of common stock, at any time.
|
Principal Officers Contracts
The principal officers do not have any employment contracts.
The following table sets forth certain information regarding the beneficial ownership of our common stock by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group as of October 14, 2014.
|
Title of
Class
|
Name and Address
of Beneficial Owner*
|
|
Amount and nature of
Beneficial Owner
|
|
Percentage
of class (1)
|
|
| |
|
|
|
|
|
|
|
|
|
|
Shares of common stock
|
Joseph and Stera Gutnick
|
|
|
56,179,096 |
(2)(3)(4)
(5)(6)
|
|
|
98.46 |
|
|
Shares of common stock
|
Northern Capital Resources Corp
|
|
|
54,888,767 |
(4) |
|
|
96.6 |
|
| |
|
|
|
|
|
|
|
|
|
|
Shares of common stock
|
David Stuart Tyrwhitt
|
|
|
5,000 |
(2)(9) |
|
|
** |
|
| |
|
|
|
|
|
|
|
|
|
|
Shares of common stock
|
Mordechai Zev Gutnick
|
|
|
75,000 |
(2)(8) |
|
|
** |
|
| |
|
|
|
|
|
|
|
|
|
|
Shares of common stock
|
Peter James Lee
|
|
|
125,000 |
(2)(7) |
|
|
** |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
All officers and Directors
as a group
|
|
|
56,384,096 |
(10) |
|
|
98.46 |
|
| |
|
|
|
|
|
|
|
|
|
|
*
|
Unless otherwise indicated, the address of each person is c/o Golden River Resources Corporation, Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004 Australia
|
** less than 1%
Notes:
|
(1)
|
Based on 56,807,408 shares outstanding as of October 14, 2014.
|
|
(2)
|
Does not include 125 shares of Common Stock held in treasury.
|
|
(3)
|
Includes 539,460 shares of Common Stock owned by Edensor Nominees Pty Ltd., 175,399 shares of Common Stock owned by Kerisridge Pty Ltd., 150,000 shares of Common Stock owned by Surfer Holdings Pty Ltd, 200,000 shares of Common Stock owned by Kalycorp Pty Ltd and 850 shares of Common Stock owned by Pearlway Investments Proprietary Limited, of which Mr Joseph Gutnick, Stera M. Gutnick and members of their family are officers, Directors and principal stockholders.
|
|
(4)
|
Includes 54,888,767 shares of Common Stock owned by Northern Capital Resources Corp (“NCRC”). Mr Joseph Gutnick is the Chairman and Chief Executive Officer of NCRC and certain companies with which Mr Gutnick is associated own approximately 36.53% of the outstanding common stock of NCRC. In addition, Legend International Holdings, Inc. (“Legend”), of which Mr Gutnick is the Chairman and Chief Executive Officer, owns 31.46% of NCRC.
|
|
(5)
|
Joseph Gutnick and Stera Gutnick are husband and wife.
|
|
(6)
|
Includes 250,000 shares issuable upon exercise of stock options.
|
|
(7)
|
Includes 125,000 shares issuable upon exercise of stock options.
|
|
(8)
|
Includes 75,000 shares issuable upon exercise of stock options.
|
|
(9)
|
Includes 5,000 shares issuable upon exercise of stock options.
|
|
(10)
|
Includes 455,000 shares that are issuable upon exercise of stock options.
|
In November 1988, the Company entered into an agreement with AXIS Consultants Pty Ltd to provide geological, management and administration services to the Company. AXIS is affiliated through common management and is incorporated in Australia. Two of the Company’s directors (Mr Gutnick and Dr Tyrwhitt) are also directors of AXIS and Mr Lee is Chief Financial Officer & Company Secretary of AXIS. AXIS’ principal business is to provide geological, management and administration services to companies. We are one of nine affiliated companies that AXIS provides services to, namely, Legend, Quantum Resources Limited, Northern Capital Resources Corp, Golden River Resources Corp, Great Central Resources Corp., Aurum Inc, and Consolidated Gems Inc. Each of the companies has some common Directors, officers and stockholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and certain mining and exploration staff. A number of arrangements and transactions have been entered into from time to time between such companies. It has been the intention of the companies and respective Boards of Directors that each of such arrangements or transactions should accommodate the respective interest of the relevant affiliated companies in a manner which is fair to all parties and equitable to the stockholders of each. Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS.
The Company holds a 9.09% interest in AXIS at a cost of A$1 and which is accounted for under the cost method and any profits generated by AXIS are returned to its stockholders in the form of dividends. The majority stockholder (72.73%) of AXIS is a third party independent of the Company Directors and management (J I Gutnick and his family or any of their private companies do not hold any shares in AXIS).
AXIS is paid by each company for the costs incurred by it in carrying out the administration function for each such company. Pursuant to the Service Agreement, AXIS performs such functions as payroll, maintaining employee records required by law and by usual accounting procedures, providing insurance, legal, human resources, company secretarial, land management, certain exploration and mining support, financial, accounting advice and services. AXIS procures items of equipment necessary in the conduct of the business of the Company. AXIS also provides for the Company various services, including but not limited to the making available of office supplies, office facilities and any other services as may be required from time to time by the Company as and when requested by the Company.
We are required to reimburse AXIS for any direct costs incurred by AXIS for the Company. In addition, we are required to pay a proportion of AXIS’s overhead cost based on AXIS’s management estimate of our utilisation of the facilities and activities of AXIS plus a service fee of not more than 15% of the direct and overhead costs. AXIS has not charged the 15% service fee to us during fiscal 2013 or 2014. Amounts invoiced by AXIS are required to be paid by us. We are also not permitted to obtain from sources other than AXIS, and we are not permitted to perform or provide ourselves, the services contemplated by the Service Agreement, unless we first requests AXIS to provide the service and AXIS fails to provide the service within one month.
The Service Agreement may be terminated by AXIS or ourselves upon 60 days prior notice. If the Service Agreement is terminated by AXIS, we would be required to independently provide, or to seek an alternative source of providing, the services currently provided by AXIS. There can be no assurance that we could independently provide or find a third party to provide these services on a cost-effective basis or that any transition from receiving services under the Service Agreement will not have a material adverse effect on us. Our inability to provide such services or to find a third party to provide such services may have a material adverse effect on our operations.
In accordance with the Service Agreement, AXIS provides the Company with the services of our Chief Executive Officer, Chief Financial Officer and clerical employees, as well as office facilities, equipment, administrative and clerical services. We pay AXIS for the actual costs of such facilities plus a maximum service fee of 15%.
During fiscal 2013, AXIS repaid the Company US$524,000 and provided services in accordance with the service agreement of US$310,000 and the Company advanced AXIS US$1,159,000. The amount owed by AXIS at June 30, 2013 after foreign currency translation adjustment was US$976,000. At June 30, 2013, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards and provided a provision for doubtful receivable for the full amount in fiscal 2013.
During fiscal 2014, AXIS provided services in accordance with the service agreement of US$121,000, AXIS repaid Golden River Resources US$143,000 and the Company advanced AXIS US$1,038,000, before foreign currency translation adjustment amounting to approximately US$7,000. For the year ended June 30, 2014, the Company recorded an additional provision of US$725,000. During the year ended June 30, 2014, the Company did not charge interest. The amount owed by AXIS (net of allowance) at June 30, 2014 under current assets – receivables from affiliates was US$56,000.
Mr. Joseph Gutnick is the Chairman and Chief Executive Officer of NCRC and certain companies with which Mr. Gutnick is associated own approximately 36.52% of the outstanding common stock of NCRC. In addition, Legend International Holdings, Inc. (“Legend”), of which Mr. Gutnick is the Chairman and Chief Executive Officer, owns 31.46% of NCRC. NCRC currently holds approximately 96.62% of the outstanding common stock of the Company. During fiscal 2013, the Company advanced NCRC US$1,134,000 and after foreign exchange adjustments US$1,158,000 is the amount owed by NCRC at June 30, 2014. At June 30, 2014, management considered the recoverability of the amount owed by NCRC and in accordance with the requirements of accounting standards provided a provision for doubtful receivable for the full amount during fiscal 2014.
Transactions with Management.
We have a written policy that we will not enter into any transaction with an Officer, Director or affiliate of us or any member of their families unless the transaction is approved by a majority of our disinterested non-employee Directors and the disinterested majority determines that the terms of the transaction are no less favourable to us than the terms available from non-affiliated third parties or are otherwise deemed to be fair to us at the time authorised.
The following table shows the fees incurred for fiscal 2014 and 2013.
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Audit fees
|
|
US$61,545
|
|
|
US$87,261
|
|
|
Tax fees
|
|
|
7,500 |
|
|
|
23,069 |
|
| |
|
|
|
|
|
|
|
Total
|
|
US$69,045
|
|
|
US$110,330
|
|
Audit fees were for the audit of our annual financial statements, review of financial statements included in our 10-Q quarterly reports, and services that are normally provided by independent auditors in connection with our other filings with the SEC. This category also includes advice on accounting matters that arose during, or as a result of, the audit or review of our interim financial statements.
Tax fees relate to the preparation of the Company’s tax returns and various other tax planning and compliance related filings.
As part of its duties, our Audit Committee pre-approves audit and non-audit services performed by our independent auditors in order to assure that the provision of such services does not impair the auditors’ independence. Our Audit Committee does not delegate to management its responsibilities to pre-approve services performed by our independent auditors.
PART IV
|
(a)
|
Consolidated Financial Statements and Notes thereto.
|
The Consolidated Financial Statements and Notes thereto listed on the Index at page F-1 of this Annual Report on Form 10-K are filed as a part of this Annual Report.
The Exhibits to this Annual Report on Form 10-K are listed in the Exhibit Index at page 33 of this Annual Report.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorised.
| |
GOLDEN RIVER RESOURCES CORPORATION.
|
| |
|
| |
(Registrant)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
By: /s/ Peter J Lee
|
| |
Peter J Lee
|
| |
Director, Secretary,
|
| |
Chief Financial Officer
|
| |
and Principal Financial
|
| |
and Accounting Officer
|
Dated: November 27, 2014
FORM 10-K Signature Page
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
1.
|
/s/ Joseph Gutnick
|
Chairman of the Board,
|
|
| |
Joseph Gutnick
|
President and Chief Executive
|
|
| |
|
Officer (Principal Executive
|
|
| |
|
Officer), and Director.
|
November 27, 2014
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
2.
|
/s/ David Tyrwhitt
|
Director.
|
|
| |
David Tyrwhitt
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
3.
|
|
Director, Secretary,
|
|
| |
Peter Lee
|
Chief Financial Officer and
|
|
| |
|
Principal Financial and
|
|
| |
|
Accounting Officer.
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
4.
|
/s/ Mordechai Gutnick
|
Director
|
|
| |
Mordechai Gutnick
|
|
|
EXHIBIT INDEX
|
Incorporated by
Reference to:
|
Exhibit
No
|
Exhibit
|
| |
|
|
|
|
(1)
|
Exhibit 3.1
|
3.1
|
Certificates of Incorporation of the Registrant
|
|
(1)
|
Exhibit 3.2
|
3.2
|
By-laws of the Registrant
|
|
(2)
|
Exhibit A
|
3.3
|
Amendment to Certificate of Incorporation dated July 17, 1999
|
|
(3)
|
|
3.4
|
Amendment to Certificate of Incorporation dated October 17, 2000
|
| |
|
3.5
|
Amendment to Certificate of Incorporation dated April 6, 2005
|
|
(6)
|
Exhibit 3.1
|
3.6
|
Amendment to Certificate of Incorporation dated March 10, 2007
|
| |
*
|
3.7
|
Amendment to Certificate of Incorporation dated December 14, 2009
|
| |
*
|
3.8
|
Amendment to Certificate of Incorporation dated as of September 3, 2010
|
|
(4)
|
Exhibit 10.5
|
10.1
|
Service Agreement dated November 25, 1988, by and between the Registrant and AWI Administration Services Pty Limited
|
|
(5)
|
Exhibit 10.6
|
10.2
|
Agreement with Tahera Corporation
|
|
(7)
|
Exhibit 99.4
|
10.3
|
Warrant to purchase 20 million shares of common stock
|
|
(8)
|
10.1
|
10.4
|
Subscription Agreement with Acadian Mining Corporation
|
|
(9)
|
99.1
|
10.5
|
Form of Subscription Agreement with Northern Capital Resources Corporation
|
|
(10)
|
99.2
|
10.6
|
Property Purchase and Sale Agreement with Tahera Corporation
|
|
(11)
|
99.1
|
10.7
|
Share Purchase Agreement dated as of May 25, 2011, with respect to the sale of the Registrant’s subsidiary, ScoZinc Limited.
|
|
(12)
|
99.1
|
10.8
|
Share Purchase Agreement dated as of February 6, 2011, by and among Igneous Capital Limited, the Company, et al.
|
| |
*
|
21
|
List of Subsidiaries as at June 30, 2014.
|
| |
*
|
31.1
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter James Lee.
|
| |
*
|
31.2
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Joseph Isaac Gutnick.
|
| |
*
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Joseph Issac Gutnick.
|
| |
*
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Peter James Lee
|
| |
|
|
|
|
101
|
|
The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-K for year ended June, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Comprehensive Income (Loss), (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders’ Equity (Deficit), (iv) the Consolidated Statements of Cash Flows and (v) related notes.
|
| |
|
|
| |
|
#101.INS XBRL Instance Document.
|
| |
|
#101.SCH XBRL Taxonomy Extension Schema Document.
|
| |
|
#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
|
| |
|
#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
|
| |
|
#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
|
| |
|
#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
|
| |
|
__________________
|
| |
|
# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.
|
| |
Financial Statements for the years ended June 30, 2014 and 2013.
|
| |
Golden River Resources Corporation and its Subsidiaries
|
| |
Audited Consolidated Financial Statements for the Company and its Subsidiaries for the year ended June 30, 2014 and Audited Consolidated Financial Statements for the Company and its Subsidiaries for the year ended June 30, 2013.
|
|
(1)
|
Registrant’s Registration Statement on Form S-1 (File No. 33-14784).
|
|
(2)
|
Registrant’s Definitive Information Statement dated August 11, 1999.
|
|
(3)
|
Registrant’s Definitive Information Statement dated October 17, 2000.
|
|
(4)
|
Registrant’s Annual report on Form 10-K for the fiscal year ended June 27, 1989.
|
|
(5)
|
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
|
|
(6)
|
Registrant’s Quarterly Report on Form 10-OSB for the quarter ended March 31, 2007.
|
|
(7)
|
Registrant’s Current Report on Form 8-K filed on June 15, 2007.
|
|
(8)
|
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009.
|
|
(9)
|
Registrant’s Current Report on Form 8-K filed on September 8, 2009
|
|
(10)
|
Registrant’s Current Report on Form 8-K filed on May 18, 2010
|
|
(11)
|
Registrant’s Current Report on Form 8-K filed on June 7, 2011
|
|
(12)
|
Registrant’s Current Report on Form 8-K filed on February 10, 2012
|
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Financial Statements
June 30, 2014 and 2013
(with Report of Independent Registered Public Accounting Firm)
CONTENTS
| |
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated Balance Sheets
|
F-3
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
F-4
|
|
Consolidated Statements of Stockholders’ Equity (Deficit)
|
F-5
|
|
Consolidated Statements of Cash Flows
|
F-6
|
|
Notes to Consolidated Financial Statements
|
F-7 – F-12
|
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Golden River Resources Corporation
We have audited the accompanying consolidated balance sheets of Golden River Resources Corporation and Subsidiaries (An Exploration Stage Company) as of June 30, 2014 and 2013, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for the years ended June 30, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Golden River Resources Corporation and Subsidiaries at June 30, 2014 and 2013, and the results of its operations and its cash flows for the years ended June 30, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As described in note 4, at June 30, 2014, the Company had not yet commenced revenue producing operations and had a retained deficit of US$41,294,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, during fiscal 2013, the Company sold its controlling interest in Acadian Mining Corporation (see note 9). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regard to these matters are also discussed in note 4.
|
New York, NY
|
/s/ PKF O’Connor Davies
|
|
November 27, 2014
|
A Division of O’Connor Davies, LLP
|
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2014 and 2013
| |
|
June 30,
2014
|
|
|
June 30,
2013
|
|
| |
|
US$000’s
|
|
|
US$000’s
|
|
|
ASSETS
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash
|
|
|
1 |
|
|
|
637 |
|
|
Investment in marketable security
|
|
|
- |
|
|
|
436 |
|
|
Receivables
|
|
|
44 |
|
|
|
14 |
|
|
Receivables - affiliates
|
|
|
56 |
|
|
|
- |
|
|
Advances receivable
|
|
|
131 |
|
|
|
- |
|
|
Prepaid expenses and deposits
|
|
|
1 |
|
|
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
233 |
|
|
|
1,088 |
|
| |
|
|
|
|
|
|
|
|
|
Non-Current Assets
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Advances receivable
|
|
|
- |
|
|
|
138 |
|
| |
|
|
|
|
|
|
|
|
|
Total Non-Current Assets
|
|
|
- |
|
|
|
138 |
|
| |
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
233 |
|
|
|
1,226 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
113 |
|
|
|
145 |
|
| |
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
113 |
|
|
|
145 |
|
| |
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
113 |
|
|
|
145 |
|
| |
|
|
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
Common Stock: $.0001 par value
|
|
|
|
|
|
|
|
|
|
400,000,000 shares authorized
|
|
|
|
|
|
|
|
|
|
56,807,408 issued and outstanding
|
|
|
5 |
|
|
|
5 |
|
|
Additional paid-in-capital
|
|
|
41,428 |
|
|
|
41,428 |
|
|
Less treasury stock at cost, 125 shares
|
|
|
(19 |
) |
|
|
(19 |
) |
|
Retained (deficit)
|
|
|
(41,294 |
) |
|
|
(40,333 |
) |
| |
|
|
|
|
|
|
|
|
|
Total Stockholders’ Equity
|
|
|
120 |
|
|
|
1,081 |
|
| |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
|
233 |
|
|
|
1,226 |
|
The accompanying notes are an integral part of the consolidated financial statements.
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
for the years ended June 30, 2014 and 2013
| |
|
June 30,
2014
US$000’s
|
|
|
June 30,
2013
US$000’s
|
|
| |
|
|
|
|
|
|
|
Revenues
|
|
|
$- |
|
|
|
$- |
|
| |
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Legal, accounting and professional
|
|
|
78 |
|
|
|
146 |
|
|
Administration expenses
|
|
|
162 |
|
|
|
384 |
|
| |
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
240 |
|
|
|
530 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Foreign currency exchange gain/(loss)
|
|
|
2 |
|
|
|
(297 |
) |
|
Loss on sale of equity investment and impairment charge
|
|
|
- |
|
|
|
(609 |
) |
|
Allowance for doubtful debt
|
|
|
(725 |
) |
|
|
(2,110 |
) |
|
Gain on marketable investment
|
|
|
2 |
|
|
|
289 |
|
| |
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(961 |
) |
|
|
(3,257 |
) |
| |
|
|
|
|
|
|
|
|
|
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
Gain on disposal of discontinued operations
|
|
|
- |
|
|
|
5,591 |
|
|
Net (loss) from discontinued operations
|
|
|
- |
|
|
|
(665 |
) |
|
Net income attributable to non-controlling interests of discontinued operations
|
|
|
- |
|
|
|
314 |
|
| |
|
|
|
|
|
|
|
|
|
Net income from discontinued operations
|
|
|
- |
|
|
|
5,240 |
|
| |
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
|
(961 |
) |
|
|
1,983 |
|
| |
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss)
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
Comprehensive income/(loss)
|
|
|
(961 |
) |
|
|
1,983 |
|
| |
|
|
|
|
|
|
|
|
|
Basic and diluted income/(loss) per common equivalent share
|
|
|
|
|
|
|
|
|
|
Net (loss) from continuing operations per share
|
|
|
(0.02 |
) |
|
|
(0.06 |
) |
|
Net income from discontinued operations per share
|
|
|
- |
|
|
|
0.09 |
|
|
Basic and diluted net income/(loss) per common equivalent shares
|
|
|
(0.02 |
) |
|
|
0.03 |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of common equivalent shares used per share calculation
|
|
|
56,807 |
|
|
|
56,807 |
|
The accompanying notes are an integral part of the consolidated financial statements.
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (Deficit)
June 30, 2013 and 2014
| |
|
Shares
|
|
|
Common
Stock
Amount
|
|
|
Treasury
Stock, at
Cost
|
|
|
Additional
Paid-in
Capital
|
|
|
Retained
Profit/(Deficit)
during the
Exploration
stage
|
|
|
Non-
Controlling
Interests
|
|
|
Total
|
|
| |
|
|
000’s |
|
|
US$000’s
|
|
|
US$000’s
|
|
|
US$000’s
|
|
|
US$000’s
|
|
|
US$000’s
|
|
|
US$000’s
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2012
|
|
|
56,807 |
|
|
$ |
5 |
|
|
$ |
(19 |
) |
|
$ |
41,427 |
|
|
$ |
(42,316 |
) |
|
$ |
6,008 |
|
|
$ |
5,105 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of 1,100,000 options under employee stock option plan
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
1 |
|
|
|
- |
|
|
|
- |
|
|
$ |
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) from continuing operations
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
(3,257 |
) |
|
|
- |
|
|
$ |
(3,257 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
4,926 |
|
|
|
- |
|
|
$ |
4,926 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for deconsolidation of subsidiary
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
(5,694 |
) |
|
$ |
(5,694 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit attributable to non-controlling interests
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
314 |
|
|
$ |
(314 |
) |
|
$ |
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2013
|
|
|
56,807 |
|
|
$ |
5 |
|
|
$ |
(19 |
) |
|
$ |
41,428 |
|
|
$ |
(40,333 |
) |
|
$ |
- |
|
|
$ |
1,081 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
(961 |
) |
|
|
- |
|
|
$ |
(961 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2014
|
|
|
56,807 |
|
|
$ |
5 |
|
|
$ |
(19 |
) |
|
$ |
41,428 |
|
|
$ |
(41,294 |
) |
|
$ |
- |
|
|
$ |
120 |
|
The accompanying notes are an integral part of the consolidated financial statements.
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
for the Years Ended June 30, 2014 and 2013
| |
|
|
2014
US$000’s
|
|
|
|
2013
US$000’s
|
|
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
|
(961 |
) |
|
|
1,983 |
|
| |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income(loss) to net cash (used) in operating activities
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange loss
|
|
|
(2 |
) |
|
|
300 |
|
|
Loss on equity investment
|
|
|
|
|
|
|
609 |
|
|
Gain on sale of marketable securities
|
|
|
(2 |
) |
|
|
(289 |
) |
|
Allowance for doubtful receivable
|
|
|
725 |
|
|
|
2110 |
|
|
Gain on disposal of discontinued operations
|
|
|
- |
|
|
|
(5,591 |
) |
|
Net change net of acquisition in:
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
5 |
|
|
|
72 |
|
|
Prepaid expenses and deposits
|
|
|
- |
|
|
|
37 |
|
|
Accounts payable and accrued expenses
|
|
|
(32 |
) |
|
|
(149 |
) |
| |
|
|
|
|
|
|
|
|
|
Net Cash (Used) in Operating Activities
|
|
|
(267 |
) |
|
|
(918 |
) |
| |
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Proceeds from disposal of subsidiary (net)
|
|
|
- |
|
|
|
2,358 |
|
|
Proceeds from sale of marketable securities
|
|
|
402 |
|
|
|
760 |
|
| |
|
|
|
|
|
|
|
|
|
Net Cash Provided by Investing Activities
|
|
|
402 |
|
|
|
3,118 |
|
| |
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Borrowings from affiliates
|
|
|
264 |
|
|
|
524 |
|
|
Repayments to affiliates
|
|
|
(1,038 |
) |
|
|
(2,436 |
) |
| |
|
|
|
|
|
|
|
|
|
Net Cash Provided by (Used in) Financing Activities
|
|
|
(774 |
) |
|
|
(1,912 |
) |
| |
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
- |
|
|
|
314 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Net Cash Provided by Discontinued Operations
|
|
|
- |
|
|
|
314 |
|
| |
|
|
|
|
|
|
|
|
|
Effects of Exchange Rate on Cash
|
|
|
3 |
|
|
|
24 |
|
| |
|
|
|
|
|
|
|
|
|
Net Increase/(Decrease) in Cash
|
|
|
(636 |
) |
|
|
626 |
|
|
Cash at Beginning of Period
|
|
|
637 |
|
|
|
11 |
|
| |
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
|
1 |
|
|
|
637 |
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
Interest Paid
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
June 30, 2014 and 2013
|
(1)
|
ORGANIZATION AND BUSINESS
|
Golden River Resources Corporation (“Golden River Resources”) is incorporated in the State of Delaware. The principal shareholder of Golden River Resources is Northern Capital Resources Corp (“NCRC”) which owned 96.62% of Golden River Resources as of June 30, 2014.
Golden River Resources was a gold exploration company. On March 17, 2009, the Company announced that it had reached agreement with Acadian Mining Corporation (TSX: ADA) ("Acadian") to subscribe in private placement transactions for common shares in Acadian and since that time, it acquired an interest by June 30, 2011 of 71.48%. During fiscal 2012, the Company acquired 0.48% of Acadian, sold 19.9% of Acadian and at June 30, 2012 it held 52.06% of Acadian. During fiscal 2013, it sold a further 51.56% and at June 30, 2013, it held a 0.50% interest in Acadian. On September 18, 2013, the Company converted a convertible note of US$402,000 into 3,500,000 shares in Acadian thus increasing its equity interest in Acadian to 6.53%. On October 11, 2013, Acadian and LionGold Corp. Ltd. ("LionGold") announced that they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly9286-0931 Québec Inc.) compulsory acquired all of the common shares of Acadian that it did not already own. As a result, effective October 11, 2013, the Company no longer has an equity interest in Acadian.
The financial statements presented herein have been prepared on a consolidated basis to include the accounts of Golden River Resources and its other subsidiaries (collectively “the Company”). All intercompany balances and transactions have been eliminated in consolidation.
As further described on note 7, effective November 1, 2010, the Company had a 1-for-10 reverse stock split of its Common Stock and accordingly, all share and per share data has been retroactively restated.
|
(2)
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU No. 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014, with earlier adoption permitted. The Company has decided to early adopt this standard effective with the interim period beginning January 1, 2014. The adoption of ASU No. 2014-08 did not have a material impact on our financial position, results of operations or cash flows.
In June 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The Company adopted the amendment to (Topic 915) Development Stage Entities, for the elimination of certain disclosures currently required under US GAAP in the financial statements for development stage entities. The amendment removes the definition of a development stage entity, thereby removing the financial reporting distinction between the development stage entities and reporting entities from US GAAP. The Company has adopted ASU No. 2014-10 and accordingly eliminated the inception-to-date information in the statements of income, cash flows, and shareholder equity. The financial statements are no longer labelled as an exploration or development stage entity, and no disclosure is required for a description of the development stage activities the entity is engaged or when they are no longer a development stage entity. This update also eliminates an exception provided to development stage entities in FASC Topic 810, Consolidation, for determining whether an entity is a Variable Interest Entity (VIE) based on the amount of equity at risk.
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). ). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU however at the current period management does not believe that it has met conditions which would subject these financial statements for additional disclosure other than disclosed in Note 4.
Other Recently Issued, but not Yet Effective Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the other consolidated financial statements.
|
(3)
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
The following is a summary of the significant accounting policy followed in connection with the preparation of the financial statements.
|
(a)
|
Foreign Currency Translation
|
| |
Effective October 1, 2013, the Company’s functional and reporting currency is the United States dollar. Revenue and expenses incurred in a currency other than the United States dollars are translated at the date incurred or invoiced. Assets and liabilities are re-valued at the period end exchange rate where appropriate. Gains or losses from foreign currency transactions are included in the results of operations.
|
| |
Prior to October 1, 2013, the Company’s functional and reporting currency was the Canadian dollar (CDN). The major asset of Company at September 30, 2013 was a marketable security held in a former consolidated entity. In October, 2013 all shares held in the former consolidated entity were compulsory acquired by a third party. As a result of the disposal of the investment, the Company’s revenue and expenses are no longer primarily denominated in Canadian dollars. ASC 830 Foreign Currency Translation states that the functional currency of an entity is the currency of the primary economic environment in which the entity operates. Accordingly the Company determined that from October 1, 2013 the functional currency of the Company is the United States dollar (US$). Assets, liabilities and equity were translated at the rate of exchange at October 1, 2013 of CDN$1.00 = US$0.9704. Revenues and expenses were translated at rates at date of transaction. The recasting of the Company’s assets, liabilities, revenue and expense into US dollars did not have a material impact on the consolidated financial statements. Translation gains and losses were not material and accordingly were included as part of operations.
|
| |
|
|
(b)
|
Basis of Presentation and Use of Estimates
|
| |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
|
(c)
|
Comparative Figures
|
| |
Where necessary, comparative figures have been restated for change in functional and reporting currency and to be consistent with current year presentation with no effect on operations.
|
|
(d)
|
Fair Value Measurement
|
| |
The Company follows US GAAP guidance on fair value measurements which defines fair value and establishes a fair value hierarchy organized into three levels based upon the input assumptions used in pricing assets. Level 1 inputs have the highest reliability and are related to assets with unadjusted quoted prices in active markets. Level 2 inputs relate to assets with other than quoted prices in active markets which may include quoted prices for similar assets or liabilities or other inputs which can be corroborated by observable market data. Level 3 inputs are unobservable inputs and are used to the extent that observable inputs do not exist.
|
|
(e)
|
Fair Value of Financial Instruments
|
| |
The Company’s financial instruments consist of cash, receivables, accounts payable, accrued expenses and advances due from affiliates. The carrying amounts of receivables, accounts payable and accrued expenses, note receivable approximate their respective fair values because of the short maturities of these expenses. The fair values of advances due/from affiliates are not practicable to estimate as no similar market exists for these instruments and as it does not have a specified date of repayment.
|
|
(f)
|
Cash Equivalents
|
| |
The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. For the periods presented there were no cash equivalents.
|
|
(g)
|
Federal Income Tax
|
| |
ASC Topic 740 prescribes how a company should recognise, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. Additionally for tax positions to qualify for deferred tax benefit recognition under ASC 740, the position must have at least “more likely than not” chance of being sustained upon challenge by the respective taxing authorities, and whether or not it meets that criteria is a matter of significant judgement. The Company believes that it does not have any uncertain tax positions that would require the recording or disclosure of a potential tax liability.
|
| |
The Company follows the asset and liability approach which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. For the period presented, there was no taxable income. There are deferred income taxes resulting from temporary differences in reporting certain income and expense items for income tax and financial accounting purposes. The Company, at this time, is not aware of any net operating losses which are expected to be realised.
|
|
(h)
|
Income/(Loss) per share
|
| |
The Company calculates Income/(loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic Income/(loss) per share is computed based on the weighted average number of common shares outstanding during the period.
|
| |
Options to acquire 485,000 shares of common stock were not included in the diluted weighted average shares outstanding as such effects would be anti-dilutive.
|
|
(i)
|
Impairment or Disposal of Long-Lived Assets
|
| |
The Company accounts for its long-lived assets in accordance with ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”. ASC Topic 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of its assets by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, the impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
|
|
(4)
|
GOING CONCERN
|
| |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. At June 30,2014, the Company had not yet commenced revenue producing operations and had a retained deficit of US$41,294,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional funding for operations and this additional funding may be raised through debt or equity offerings. The Company has a debt due from AXIS Consultants Pty Ltd (AXIS). AXIS provides management services to the Company and the cost of these services reduces the amount of the debt. In addition, the Company has historically relied on loans and advances from corporations affiliated with the President of Golden River Resources and fund raising through the sale of equity instruments. Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
| |
|
|
(5)
|
CONCENTRATION OF RISKS
|
| |
Cash Balances
|
Cash consists of all cash balances with an original maturity of three months or less. Because of the short term nature of these investments, the carrying amounts approximate their fair value.
The Company monitors its position with, and the credit quality of, the financial institution it invests with. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits.
The Company held an interest bearing cash accounts at June 30, 2014, US$1,000 in Australian banking institutions.
|
(6)
|
INVESTMENT SECURITIES
|
The Company has several small historical cost based investments that it has provided a full valuation for diminution and carries at a $nil value at June 30, 2014 and 2013.
|
(7)
|
AFFILIATE TRANSACTIONS
|
Golden River Resources advances to and receives advances from various affiliates.
In November 1988, the Company entered into an agreement with AXIS Consultants Pty Ltd to provide geological, management and administration services to the Company which can be terminated by Axis or by the Company upon 60 days prior notice. AXIS is affiliated through common management and is incorporated in Australia. Two of the Company’s directors (Mr. Gutnick and Dr Tyrwhitt) are also directors of AXIS and Mr. Lee is Chief Financial Officer & Company Secretary of AXIS. AXIS’ principal business is to provide geological, management and administration services to companies. We are one of nine affiliated companies that AXIS provides services to. Each of the companies has some common Directors, officers and stockholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and certain mining and exploration staff. A number of arrangements and transactions have been entered into from time to time between such companies. It has been the intention of the companies and respective Boards of Directors that each of such arrangements or transactions should accommodate the respective interest of the relevant affiliated companies in a manner which is fair to all parties and equitable to the stockholders of each. Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS.
The Company holds a 9.09% interest in AXIS at a cost of A$1 and which is accounted for under the cost method and any profits generated by AXIS are returned to its stockholders in the form of dividends. The majority stockholder (72.73%) of AXIS is a third party independent of the Company Directors and management (J I Gutnick and his family or any of their private companies do not hold any shares in AXIS).
During fiscal 2013, AXIS repaid the Company US$524,000 and provided services in accordance with the service agreement of US$310,000 and the Company advanced AXIS US$1,159,000. The amount owed by AXIS at June 30, 2013 after foreign exchange valuation was US$976,000. At June 30, 2013, management considered the recoverability of the amount owed by AXIS and in accordance with the requirements of accounting standards provided a provision for doubtful receivable for the full amount in fiscal 2013.
During fiscal 2014, AXIS provided services in accordance with the service agreement of US$121,000, AXIS repaid Golden River Resources US$143,000 and the Company advanced AXIS US$1,038,000, before foreign currency translation amounting to approximately US$7,000. For the year ended June 30, 2014, the Company recorded an additional provision of US$725,000. During the year ended June 30, 2014, the Company did not charge interest. At June 30, 2014 and 2013, the provision for doubtful receivable amounts to US$1,694,000 and US$976,000 respectively. The amount owed by AXIS (net of allowance) at June 30, 2014 under current assets – receivables from affiliates was US$56,000.
The Company has made advances to AXIS in connection with the ongoing business relationship between the two parties, which have been disclosed in the Company’s SEC reports, but which are not specifically provided for in the AXIS Services Agreement. In order to service its clients, AXIS is required to make ongoing expenditures for payroll, facilities and equipment that may exceed the amount of its cash receipts during particular periods, depending on the amount of services provided to its clients and the amount of fees received from such clients during these periods. Historically, the shortfall in its cash receipts has been covered by cash advances from a number of the companies, which receive services from AXIS, including the Company. The purpose of such advances is to assist AXIS in meeting its ongoing cash flow requirements in order to assure that AXIS has the necessary resources to provide services to the Company on an as needed basis. The parties are in discussions in relation to AXIS providing security to the Company for the amount outstanding and such discussions are anticipated to be concluded by the end of fiscal 2015. However no agreement has been reached to-date. Two of the Company’s directors (Mr Gutnick and Dr Tyrwhitt) are also directors of AXIS, Mr Lee is Chief Financial Officer and Company Secretary of AXIS and all owe fiduciary obligations to both parties. It is the intention of the Boards of Directors of AXIS and the Company that this issue be resolved in a manner that is fair to all parties and equitable to the shareholders of each, but there are no agreements or understandings addressing the priority or dispensation of fiduciary duties with respect to the discussions to resolve the amount outstanding owed by AXIS or any other conflict of interest with AXIS or other affiliates.
Mr Joseph Gutnick is the Chairman and Chief Executive Officer of NCRC and certain companies with which Mr Gutnick is affiliated owned approximately 36.52% of the outstanding common stock of NCRC. In addition, Legend International Holdings, Inc., of which Mr Gutnick is the Chairman and Chief Executive Officer and a principal stockholder, owns 31.46% of NCRC. NCRC currently holds approximately 96.62% of the outstanding common stock of the Company.
During fiscal 2013, the Company advanced NCRC US$1,134,000 and after foreign exchange adjustments US$1,158,000 is the amount owed by NCRC at June 30, 2014. At June 30, 2014, management considered the recoverability of the amount owed by NCRC and in accordance with the requirements of accounting standards provided a provision for doubtful receivable for the full amount during fiscal 2014.
During fiscal 2013, Golden River advanced Acadian US$143,000 in funds for operating expenditure and incurred expenditure on behalf of Acadian of US$2,000.The amount outstanding as at June 30, 2014 US$131,000 (after currency translation) was repaid in full on September 25, 2014 (see note 9).
|
(8)
|
ISSUE OF OPTIONS UNDER STOCK OPTION PLAN
|
The Company follows the provisions of ASC Topic 718 Compensation-Stock Compensation (“ASC 718”), which addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for (a) equity instruments of that company or (b) liabilities that are based on the fair value of the Company’s equity instruments or that may be settled by the issuance of such equity instruments.
The Company has accounted for all options issued based upon their fair market value using either the Black Scholes or Binomial option pricing method.
In October 2004, the Board of Directors and Remuneration Committee of the Company adopted a Stock Option Plan. The Company issued 605,000 options under the plan. At June 30, 2014, the options are fully vested.
Since the issue of the options, 120,000 options have lapsed following the termination of participants to the issue.
A summary of the options outstanding and exercisable at June 30, 2014 are as follows:
| |
Outstanding
|
Outstanding
|
Exercisable
|
Exercisable
|
|
Number of options
|
80,000
|
405,000
|
80,000
|
405,000
|
|
Exercise price
|
US$10.00
|
US$3.08
|
US$10.00
|
US$3.08
|
|
Expiration date
|
October 15, 2014
|
October 15, 2016
|
October 15, 2014
|
October 15, 2016
|
As at October 31, 2012, upon the sale by the Company of 10,783,145 common shares of Acadian that it owned for US$1,414,000, representing approximately 19.9% of Acadian’s common shares, the Company lost its controlling interest in Acadian. Following the sale Golden River’s holding in Acadian amounted to 32.16%.
The sale resulted in a gain in the amount of US$5,591,000 which represents (i) the US$1,414,000 cash proceeds from the sale and the US$2,171,000 fair value of the retained interest and (ii) the US$2,006,000 net liabilities of Acadian at the date of consolidation. The gain is included in the Consolidated Statements of Comprehensive Income (Loss) under gain on disposal of discontinued operations.
|
(10)
|
INVESTMENTS IN AND RECEIVABLE FROM ACADIAN MINING CORPORATION
|
During fiscal 2012, Golden River purchased US$408,000 of debentures in its former consolidated subsidiary Acadian. The debentures were unsecured and convertible into common shares of Acadian at the holder’s option at a price of CDN$0.12 per common share. On September 18, 2013, the Company elected to convert the convertible note into 3,500,000 shares in Acadian.
On October 11, 2013 Acadian and LionGold announced that they concluded the arrangement by which LionGold, through its wholly-owned subsidiary LionGold Mining Canada Inc. (formerly 9286-0931 Québec Inc.) compulsory acquired all of the common shares of Acadian ("Acadian Shares") that it did not already own (the "Arrangement"). Effective from that date, LionGold directly or indirectly owns 100% of the outstanding shares of Acadian. Under the Arrangement, Acadian shareholders (other than LionGold and its affiliates) received C$0.12 in cash for each Acadian Share. On October 17, 2013 the Company received US$402,000 for 3,509,998 shares it held in Acadian. The balance of the funds of US$29,000 (after currency translation) is expected to be received in 2015.
The Company recognises deferred tax assets or liabilities for the expected future consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
The Company is subject to taxation in both the USA and Canada.
At June 30, 2014 and 2013, deferred taxes consisted of the following:
| |
|
USA
2014
US$000s
|
|
|
Canada
2014
US$000s
|
|
|
Total
2014
US$000s
|
|
| |
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carry-forward
|
|
|
2,442 |
|
|
|
130 |
|
|
|
2,571 |
|
|
Exploration expenditure
|
|
|
526 |
|
|
|
3,040 |
|
|
|
3,567 |
|
| |
|
|
2,968 |
|
|
|
3,170 |
|
|
|
6,138 |
|
|
Less valuation allowance
|
|
|
(2,968 |
) |
|
|
(3,170 |
) |
|
|
(6,138 |
) |
| |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
USA
2013
US$000s
|
|
|
Canada
2013
US$000s
|
|
|
Total
2013
US$000s
|
|
| |
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carry-forward
|
|
|
2,355 |
|
|
|
130 |
|
|
|
2,485 |
|
|
Exploration expenditure
|
|
|
526 |
|
|
|
3,040 |
|
|
|
3,566 |
|
| |
|
|
2,881 |
|
|
|
3,170 |
|
|
|
6,051 |
|
|
Less valuation allowance
|
|
|
(2,881 |
) |
|
|
(3,170 |
) |
|
|
(6,051 |
) |
| |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Under ASC 740 tax benefits are recognised only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized.
At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.
Total available net operating loss carryforwards in the United States, which are subject to limitations, amounted to approximately USD$6,976,000 at June 30, 2014 and expire in years 2023 through 2034. Net operating loss carryforwards in Canada do not have a definite expiration date and amounted to USD$9,167,000.
The Company’s tax returns for all years since June 30, 2010 remain open to examination by most taxing authorities.
The Company has evaluated events and transactions after the balance sheet date and, through the date the consolidated financial statements were available to be issued and believes that all relevant disclosures have been included herein and there are no other events which require recognition or disclosure in the accompanying consolidated financial statements, other than disclosed herein.
F-12