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Tuesday 30 September, 2008

Gippsland Limited

Annual Report and Accounts

RNS Number : 5790E
Gippsland Limited
30 September 2008
 




Gippsland Limited (the 'Company')


Annual Financial Report



The Company is pleased to announce its full year results for the year ended 30 June 2008. The annual report is available from the Company's website www.gippslandltd.com.



Enquiries:


Jack Telford
 Gippsland Limited

 T: +61 8 9340 6000

 E: jtelford@gippslandltd.com 


 Richard Hail                         
                      John Gilbert
 Fox-Davies Capital Ltd               
               Fox-Davies Capital Ltd
 T: +44 20 7936 5200               
                  T: +44 20 7936 5200
 E: richard.hail@fdcap.com          
             E: john.gilbert@fdcap.com

 Nandita Sahgal                       
                   Matthew Thomas
 Seymour Pierce Limited               
            Seymour Pierce Limited
 T: +44 20 7107 8000                  
               T: +44 20 7107 8000
 E: nanditasahgal@seymourpierce.com   
 E: matthewthomas@seymourpierce.com

 Jane Stacey                          
                    Fiona Hyland
 Investor Relations                   
                  Investor Relations
 M: +44 792 292 3306                  
              M: +44 777 600 5847
 E: jane@conduitpr.com                
            E: fiona@conduitpr.com


 

DIRECTORS' REPORT 


Your directors submit their report on the company and its controlled entities for the financial year ended 30 June 2008.


DIRECTORS


The names of the directors in office at any time during or since the end of the year are as below. Directors were in office for this entire period unless otherwise stated.


Mr Robert John Telford

Dr John Morrison Chisholm

Mr John Stuart Ferguson Dunlop

Mr John Damian Kenny

Mr Jon Starink


COMPANY SECRETARY


The following person held the position of company secretary at the end of the financial year:


Mr Rowan Caren - Bachelor of Commerce, Chartered Accountant. Mr Caren was employed by the chartered accountancy firm Price Waterhouse Coopers in Australia and overseas for six years and has been directly involved in the minerals exploration industry for a further ten years. Mr Caren also provides company secretarial and corporate advisory services to several exploration companies and is a member of the Institute of Chartered Accountants in Australia.


PRINCIPLE ACTIVITIES


The principal activities of the economic entity during the financial year were:


  • exploration and development of commercially and economically viable mineral resources.


There were no significant changes in the nature of the consolidated group's principal activity during the financial year.


OPERATING RESULTS


The loss of the consolidated group after providing for income tax and eliminating minority equity interests amounted to $3,425,133 (2007: $4,191,218).


Dividends


No dividend was paid or declared during the financial year and the directors do not recommend the payment of a dividend for the financial year ended 30 June 2008.


Review of Operations


During the year the company continued to focus on the development of the Abu Dabbab tin/tantalum project in Egypt and the exploration for gold and base metals in the Wadi Allaqi region of Egypt. A detailed review of the company and the consolidated group's activities is set out in the company's Annual Report.



Financial Position


The net assets of the consolidated group have increased by $1,722,113 to $4,134,098 at 30 June 2008. The increase has largely resulted from the following factors:


  • proceeds from the share issue and option conversion raising $4,140,715

  • following a review of the expenditure on the Abu Dabbab project, some costs were reclassified as operating expenses and the impairment of the project development expenditure was removed resulting in a net increase in value of $2,184,129 offset by:

    • exploration expenditure of $1,064,693

    • administration expenditure of $2,051,916 and

    • employee benefits of $1,247,101


The directors believe that the company is in a sound financial position to be able to continue with the development of the Abu Dabbab project, undertake further exploration at the Wadi Allaqi leases and to take advantage of further opportunities to grow the company, should they arise. 

 

SIGNIFICANT CHANGES IN STATE OF AFFAIRS


The following significant changes in the state of affairs of the parent entity occurred during the financial year:


  • Completed the issue and allotment of 33,674,180 shares pursuant to the conversion of listed options having an exercise price of A$ 0.09 which expired on 31 December 2007.

  • Completed the issue and allotment of 12,655,553 shares at a placement price of £0.045 (A$ 0.093) on 26 June 2008.


AFTER BALANCE DATE EVENTS


On 25 July 2008, Gippsland Limited ('Gippsland') and Stellar Resources Limited ('Columbus') announced that they will merge their respective interests in the Tasmanian Heemksirk Tin project (formerly known as the Zeehan Tin project) into Stellar's subsidiary Columbus Metals Limited ('Columbus'). The agreement is conditional upon Columbus raising a minimum of A$10 million and being admitted to the official list of the ASX on or before 31 December 2008


Gippsland will be issued with 15 million A$0.25 fully paid ordinary shares or the same number of shares that Stellar will hold in Columbus at the time of its admission to the official list of the ASX, if that number is greater than 15 million shares. Upon listing, Columbus will also invite a nominee from Gippsland to join the board of Columbus as a non-executive director.


No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.


FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES


Information as to likely developments in the operations of the Company and the consolidated group and the expected results of those operations in future financial years has not been included in this report because, in the opinion of the Directors, it would prejudice the interests of the Company and the consolidated group.



ENVIRONMENTAL ISSUES

The consolidated group's operations are not currently subject to any significant environmental regulations under either Australian or Egyptian legislation. However, the board is committed to achieving a high standard of environmental performance, and regular monitoring of potential environmental exposures is undertaken by management. The board considers that the consolidated group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the consolidated group.


An environmental and social impact assessment was updated during the financial year for the Abu Dabbab project in Egypt.


The consolidated group is required to carry out its activities in accordance with the Mining Laws and regulations in the areas in which it undertakes its exploration activities.  


INFORMATION ON DIRECTORS 


Robert John Telford - Chairman (Executive)

AWAIT (Chem), MRACI


Mr Telford holds an Associate degree in Pure Chemistry (Organic and Inorganic) having graduated from the Institute of Technology of Western Australia (now Curtin University) in 1967.


Mr Telford has been a major shareholder in technology-based industries for some 30 years in the capacity of Chief Executive Officer ('CEO'). He has been involved in the pharmaceutical industry having been a past chairman and major shareholder of the company Inovax Limited. Mr Telford has held the position of CEO in companies involved in inorganic and organic chemical manufacture for over 15 years. He has been involved in the international resource industry for some 20 years via private and public companies and in the main is responsible for securing the Company's interest in its Egyptian resource projects.


Mr Telford is a Member of the Royal Australian Chemical Institute.

He is not currently a director of any other listed company nor has he been within the last three years.

Interest in Shares and Options - 20,126,446 ordinary shares in Gippsland Limited.


John Morrison Chisholm - Director (Executive)

BSc (Hons), PhD, FAusIMM, FAIG


Dr Chisholm is a geologist with wide experience in exploration geology and exploration management. His previous posts include lecturer at the University of Western Australia and Associate Professor at Curtin University. He has held senior positions with various mineral resource entities.


In 1984 Dr Chisholm joined Western United Mining Services Pty Ltd and as Managing Director he led a large group of geoscientists. He was involved in the discovery of the Transvaal and Bounty mines.


He is a Fellow of both the Australian Institute of Geoscientists and the Australasian Institute of Mining and Metallurgy with Chartered Practising status in Geology. Practising Chartered Status is the highest level of recognition that can be attained by professional geologists in Australia and Dr Chisholm was one of the first geologists in Australia to have been awarded this honour.

He is not currently a director of any other listed company nor has he been within the last three years.

Interest in Shares and Options - 2,420,000 ordinary shares in Gippsland Limited.


 

Jon Starink - Director (Executive)

BSC (Hons), BChemE(Hons), MApplSc, FAusIMM, FIEAust, FIChemE, MRACI, MTMS, CPEng, CChem, CSci

Mr Starink's qualifications include Bachelor of Science with First Class Honours (University of Sydney), a Bachelor of Chemical Engineering with First Class Honours (University of Sydney) and a Master of Applied Science (University of Sydney). His academic achievements include the Union Carbide Prize in Inorganic Chemistry, Western Mining Prize in Chemical Engineering and the Beckman Coulter Postgraduate Prize for Best Overall Performance in Molecular Biotechnology. He held the position of Deputy Head Department of Chemical Engineering at Curtin University of Technology during 1984-85 & 1987. 

Based in London, Jon Starink is a Chartered Professional Engineer, a Chartered Scientist and a Chartered Industrial Chemist, a Fellow of the Institution of Engineers Australia, a Fellow of the Australasian Institute of Mining and Metallurgy, a Fellow of the Institution of Chemical Engineers, a Member of The Metallurgical Society and a Member of the Royal Australian Chemical Institute. 

He has 30 years experience in the mining industry in the role of both Executive and Non-Executive director. His extensive practical and operational experience includes engineering design and project management; mining exploration management; science and engineering research & development and process innovation & development. 

Mr Starink served in senior technical and engineering roles with the Sons of Gwalia Ltd Greenbushes tantalum-tin project for 10 years where he was directly responsible for process development, project design and construction management for the tin smelter and tantalum extraction projects.

Other than as noted below he is not currently a director of any other listed company nor has he been within the last three years:

  • Director of Manaccom Corporation Limited until 22 November 2007

Interest in Shares and Options - 300,000 ordinary shares in Gippsland Limited.


John Stuart Ferguson Dunlop - Director (Non-executive)

BE, M Eng Sc, P Cert Arb, CP, FAusIMM, FIMMM, MSME, MCIMM, MMICA


Mr Dunlop holds Bachelor and Masters Degree in Mining Engineering from the University of Melbourne. He is a certified Mine Manager having approximately 40 years of international surface and underground mining experience in a variety of base metals, industrial and precious metals production.  


He is a former Director of the Australasian Institute of Mining and Metallurgy (AusIMM) and remains Chairman of its affiliate, the Mineral Industry Consultants Association (MICA). He is also Chairman of Alliance Resources Ltd, Drummond Gold Ltd and Alkane Resources Ltd.


Mr Dunlop is a highly experienced mining professional having been involved in the design, construction and on-going operation of a number of major resource projects throughout the world. He has a detailed knowledge of the Company's 40Mt Abu Dabbab tantalum project in Egypt with his ongoing involvement in the preparation of the project's original Bankable Feasibility Study, and subsequent updates to the BFS.


He has operated his own mining consulting firm based in Perth since 1992 and was previously a senior executive with BHP's (now BHP Billiton) Minerals Division, before becoming General Manager Operations for Aztec Mining Co Ltd until this company's takeover by Normandy Mining Ltd.


Interest in Shares and Options - Nil.



 


John Damian Kenny - Director (Non-executive)

B Com (Hons), LLB


Mr Kenny  is a corporate and resources lawyer has a specialised interest in venture capital, initial public offerings and mergers and acquisitions. He has extensive experience in public equity fundraisings and the pricing of equity, debt and derivative securities. He is a Director of The Ark Fund Limited.


Interest in Shares and Options - 2,250,000 ordinary shares in Gippsland Limited.


REMUNERATION REPORT (Audited)


This report details the nature and amount of remuneration for each director of Gippsland Limited, and for the executives receiving the highest remuneration.


Remuneration Policy


The remuneration policy of Gippsland Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives. The board of Gippsland Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the consolidated group, as well as create goal congruence between directors, executives and shareholders.


The board's policy for determining the nature and amount of remuneration for board members and senior executives of the consolidated group is as follows:


  • The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed and approved by the board after seeking professional advice from independent external consultants.

  • All executives receive a base salary (which is based on factors such as length of service and experience).

  • The board reviews executive packages annually by reference to the consolidated group's performance, executive performance and comparable information from industry sectors.


All remuneration paid to directors and executives is valued at the cost to the company and expensed. 


The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the consolidated group. However, to align directors' interests with shareholder interests, the directors are encouraged to hold shares in the company and are able to participate in the option plan.


 


KEY MANAGEMENT PERSONNEL REMUNERATION


2008


Key Management Person

Position

Short-term Benefits

Share-based Payment

Options

$

Post-employment Benefits

Superannuation

$

Total

$



Cash, salary and commissions

$

Mr RJ Telford

Executive Chairman 

260,211

-

-

260,211

Dr JM Chisholm

Executive Director

237,500

-

-

237,500

Mr JSF Dunlop

Non-executive Director

60,412

-

-

60,412

Mr JD Kenny

Non-executive Director

38,750

-

-

38,750

Mr J Starink

Executive Director

120,000

-

-

120,000

Mr PR Sims

Chief Financial Officer

230,303

-

23,030

253,333

Mr RS Caren

Company Secretary

60,000

-

-

60,000



1,007,176

-

23,030

1,030,206


2007


Key Management Person

Position

Short-term Benefits

Share-based Payment

Options

$

Post-employment Benefits

Superannuation

$

Total

$



Cash, salary and commissions

$

Mr RJ Telford

Executive Chairman 

207,069

-

-

207,069

Dr JM Chisholm

Executive Director

177,917

-

-

177,917

Mr JSF Dunlop

Non-executive Director

44,648

-

-

44,648

Mr JD Kenny

Non-executive Director

38,333

-

-

38,333

Mr J Starink

Executive Director

17,742

-

-

17,742

Mr PR Sims

Chief Financial Officer

188,294

60,975

18,827

268,096

Mr RS Caren

Company Secretary

52,500

-

-

52,500

Mr RS Middlemas

Company Secretary

4,580

-

-

4,580



731,083

60,975

18,827

810,885


Options issued as part of remuneration for the year ended 30 June 2007


Options were issued to an executive as part of his remuneration. The options were not issued based on performance criteria, but are issued to the majority of directors and executives of Gippsland Limited and its subsidiaries to increase goal congruence between executives, directors and shareholders.


Options Granted As Remuneration


2008

 

 
 
 
Terms & Conditions for Each Grant
Key Management Personnel
Granted No.
Grant Date
Value per Option at Grant Date      
Exercise Price
Exercise Date
 
 
 
$
$
 
Nil
-
-
-
-
-

 

 


2007

 

 
 
 
Terms & Conditions for Each Grant
Key Management Personnel
Granted No.
Grant Date
Value per Option at Grant Date      
Exercise Price
Exercise Date
 
 
 
$
$
 
PR Sims
2,250,000
15.09.2006
0.03
0.15
31.12.2007

 


Meetings of Directors


During the financial year, 12 meetings of directors were held. Attendances by each director during the year were as follows:



Directors' Meetings

Remuneration Committee


Number eligible to attend

Number attended

Number eligible to attend

Number attended

RJ Telford

12

12

1

1

JM Chisholm

12

10

-

-

JSF Dunlop

12

11

1

1

JD Kenny

12

6

1

-

J Starink

12

6

-

-



Indemnifying Officers or Auditor


During or since the end of the financial year the company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay an insurance premium as follows:


The company has paid premiums to ensure any director or officer of Gippsland Limited against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director or officer of the company, other than conduct involving a wilful breach of duty in relation to the company. The amount of the premium is $14,616.


Options


At the date of this report, the unissued ordinary shares of Gippsland Limited under option are as follows:


Grant Date

Date of Expiry

Exercise Price

Number under Option

16.05.2006

16.05.2012

$0.135

25,000,000

05.02.2008

15.12.2011

£0.07

4,000,000


During the year ended 30 June 2008, the following ordinary shares of Gippsland Limited were issued on the exercise of options granted. No amounts are unpaid on any of the shares.


Grant Date

Exercise Price

Number of Shares Issued

31.12.2007

$0.09

33,674,180



No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.


Proceedings on Behalf of Company


No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.


The company was not a party to such proceedings during the year.



Non-audit Services


The board of directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed in Note 20 did not compromise the external auditor's independence for the following reasons:


  • The nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.


The following fees for non-audit services were paid / payable to the external auditors during the year ended 30 June 2008:



$

Taxation Services

2,992

Corporate Advisory Fees

22,697


Auditors Independence Declaration


The lead auditor's independence declaration for the year ended 30 June 2008 has been received and can be found on page 15 of the directors' report.


Signed in accordance with a resolution of the Board of Directors.





R J TELFORD, Director


Dated this 30th day of September 2008.




Income Statement

FOR THE YEAR ENDED 30 JUNE 2008



Notes

CONSOLIDATED

PARENT



2008

2007

2008

2007

 

 

$

$

$

$







Continuing Operations






Revenue






Finance income

5(b)

77,542

125,262

74,152

125,226



77,542

125,262

74,152

125,226







Other Income

5(a)

3,338

10,168

1,835

1,935

Foreign exchange losses


(935,947)

(53,429)

(5,189)

(38,262)

Exploration expense


(59,515)

(287,516)

(59,515)

(34,061)

Project development expense


(211,937)

(35,526)

-

-

Impairment reversal of exploration expenditure

3

2,184,129

-

-

-

Depreciation and amortisation expense


(70,353)

(41,119)

(22,216)

(23,536)

Impairment of intercompany loans

10

-

-

(3,219,534)

(2,768,260)

Impairment of exploration and evaluation expenditure

12

(1,109,807)

(2,236,564)

-

-

Employee benefits expense

5(d)

(1,247,101)

(671,932)

(806,986)

(579,374)

Administration expense

5(c)

(2,051,916)

(1,000,497)

(1,292,517)

(955,541)

Finance costs

5(b)

(3,566)

(65)

(56)

(65)

Loss from continuing operations before tax


(3,425,133)

(4,191,218)

(5,330,026)

(4,271,808)







Income tax expense

6

-

-

-

-

Loss after tax from continuing operations


(3,425,133)

(4,191,218)

(5,330,026)

(4,271,808)







Loss attributable to minority interest


-

-

-

-







Loss attributable to members of the parent

7

(3,425,133)

(4,191,218)

(5,330,026)

(4,271,808)













Earnings per share (cents per share)

7





- basic for loss for the year


(1.24)

(1.77)



- basic for loss from continuing operations


(1.24)

(1.77)



diluted for loss for the year


(1.24)

(1.77)



- diluted for loss from continuing operations


(1.24)

(1.77)



dividends paid per share


-

-




  

Balance Sheet

AS AT 30 JUNE 2008



Notes

CONSOLIDATED

PARENT



2008

2007

2008

2007

 

 

$

$

$

$

ASSETS






Current Assets






Cash and cash equivalents

8

1,592,840

2,611,219

1,328,816

2,315,359

Trade and other receivables

9

47,941

122,806

47,941

121,255

Prepayments


46,095

19,530

35,051

19,530

Total Current Assets


1,686,876

2,753,555

1,411,808

2,456,144







Non-Current Assets






Other financial assets

10

-

-

27,688

305

Property, plant and equipment

11

199,747

154,908

68,253

88,136

Exploration and evaluation expenditure 

12

3,105,666

-

-

-

Total Non-Current assets


3,305,413

154,908

95,941

88,441

TOTAL ASSETS 


4,992,289

2,908,463

1,507,749

2,544,585







LIABILITIES






Current Liabilities






Trade and other payables

14

799,863

458,177

150,622

201,514

Provisions

15

58,328

38,301

21,243

11,476

Total Current Liabilities


858,191

496,478

171,865

212,990







TOTAL LIABILITIES


858,191

496,478

171,865

212,990

NET ASSETS


4,134,098

2,411,985

1,335,884

2,331,595







EQUITY






Equity attributable to equity holders of the parent






Issued capital

16

29,550,495

25,409,780

29,550,495

25,409,780

Retained earnings / (Accumulated losses)


(26,561,730)

(23,136,597)

(28,547,013)

(23,216,987)

Other reserves

16

1,145,333

138,802

332,402

138,802

Parent interests


4,134,098

2,411,985

1,335,884

2,331,595

Minority interests


-

-

-

-

TOTAL EQUITY


4,134,098

2,411,985

1,335,884

2,331,595


  Cash Flow Statement 

FOR THE YEAR ENDED 30 JUNE 2008



Notes

CONSOLIDATED

PARENT



2008

2007

2008

2007

 


$'000

$'000

$'000

$'000







Cash flows from operating activities






  Payments to suppliers and employees 


(2,918,308)

(1,559,832)

(1,951,685)

(1,615,754)

Other


3,338

-

1,835

-

Net cash flows used in operating activities

8

(2,914,970)

(1,559,832)

(1,949,850)

(1,615,754)







Cash flows from investing activities






Interest received


80,423

132,549

77,032

124,280

Purchase of property, plant and equipment


(46,130)

(160,342)

(2,333)

(67,459)

Increase in investment in subsidiary 


-

-

(27,383)

-

Purchase of exploration and evaluation expenditure


(2,155,401)

(2,437,175)

-

-

Other 


-

-

(3,219,535)

(2,773,570)

Net cash flows used in investing activities


(2,121,108)

(2,464,968)

(3,172,219)

(2,716,749)







Cash flows from financing activities






Proceeds from issue of shares (net of issue costs) 

16

4,140,715

2,751,505

4,140,715

2,751,505

Net cash flows from financing activities


4,140,715

2,751,505

4,140,715

2,751,505







Net decrease in cash and cash equivalents


(895,363)

(1,273,295)

(981,354)

(1,580,998)

Net foreign exchange differences


(123,016)

(53,429)

(5,189)

(38,263)

Cash and cash equivalents at beginning of period


2,611,219

3,937,943

2,315,359

3,934,620

Cash and cash equivalents at end of period

8

1,592,840

2,611,219

1,328,816

2,315,359



Statement Of Changes In Equity

FOR THE YEAR ENDED 30 JUNE 2008






Minority

Total 


 

 Attributable to equity holders of the parent

interest

equity























Issued

capital

Retained

earnings

Other

Reserves 

Total






 

$

$

$

$

$

$

CONSOLIDATED







At 1 July 2006

22,658,274

(18,945,379)

77,827

3,790,722


3,790,722

Loss for the year

-

(4,191,218)

-

(4,191,218)

-

(4,191,218)

Total income / expense for the year

-

(4,191,218)

-

(4,191,218)

-

(4,191,218)

Issue of Share Capital

2,896,294

-

-

2,896,294

-

2,896,294

Transaction Costs

(144,788)

-

-

(144,788)

-

(144,788)

Cost of share-based payments 

-

-

60,975

60,975

-

60,975

At 30 June 2007

25,409,780

(23,136,597)

138,802

2,411,985

-

2,411,985

Currency translation differences

-

-

812,931

812,931

-

812,931

Loss for the year

-

(3,425,133)

-

(3,425,133)

-

(3,425,133)

Total income / expense for the year

-

(3,425,133)

-

(3,425,133)

-

(3,425,133)

Issue of share capital

1,181,290

-

-

1,181,290

-

1,181,290

Transaction Costs

(71,251)

-

-

(71,251)

-

(71,251)

Exercise of options

3,030,676

-

-

3,030,676

-

3,030,676

Cost of share-based payments

-

-

193,600

193,600

-

193,600

At 30 June 2008

29,550,495

(26,561,730)

1,145,333

4,134,098

-

4,134,098






FOR THE YEAR ENDED 30 JUNE 2008






Minority

Total 


 

 Attributable to equity holders of the parent

interest

Equity























Issued

capital

Retained

earnings

Other Reserves

Total






 

$

$

$

$

$

$

PARENT







At 1 July 2006

22,658,274

(18,945,179)

77,827

3,790,922


3,790,922

Loss for the year 

-

(4,271,808)

-

(4,271,808)

-

(4,271,808)

Total income / expense for the year

-

(4,271,808)

-

(4,271,808)

-

(4,271,808)

Issue of share capital

2,896,294

-

-

2,896,294

-

2,896,294

Transaction costs

(144,788)

-

-

(144,788)

-

(144,788)

Cost of share-based payments

-

-

60,975

60,975

-

60,975

At 30 June 2007

25,409,780

(23,216,987)

138,802

2,331,595

-

2,331,595

Loss for the year

-

(5,330,026)

-

(5,330,026)

-

(5,330,026)

Total income / expense for the year

-

(5,330,026)

-

(5,330,026)

-

(5,330,026)

Issue of share capital

1,181,290

-

-

1,181,290

-

1,181,290

Transaction costs

(71,251)

-

-

(71,251)

-

(71,251)

Exercise of options

3,030,676

-

-

3,030,676

-

3,030,676

Cost of share-based payments

-

-

193,600

193,600

-

193,600

At 30 June 2008

29,550,495

(28,547,013)

332,402

1,335,884

-

1,335,884


Notes to the Financial Statements

         FOR THE YEAR ENDED 30 JUNE 2008
       


    1    CORPORATE INFORMATION

The financial report of Gippsland Limited for the year ended 30 June 2008 was authorised for issue in accordance with a resolution of the directors on 23 September 2008.


Gippsland Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities exchange.


The nature of the operations and principal activities of the Group are described in note 3.


2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

      (a)     Basis of Preparation

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and applicable Australian Accounting Standards. The financial report has also been prepared on a historical cost basis, except for investment properties, land and buildings, derivative financial instruments and available-for-sale financial assets that have been measured at fair value.  


The financial report is presented in Australian dollars.


Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report complies with International Financial Report Standards ('IFRS').

 

      (bGoing Concern

The consolidated entity and the parent entity incurred a net loss of $3,425,133 and $5,330,026, respectively for the year then ended 30 June 2008. As at that date, the cash resources of the group totalled $1,592,840. The directors have prepared a cash flow forecast for the year ending 30 June 2009 which indicates that the current cash resources may not meet expected cash outgoings.


The directors are currently seeking to raise additional equity fundto provide sufficient working capital for the company to continue through to finalising a loan agreement and further capital raising for the construction of the Abu Dabbab project in Egypt. The outcome of this pre project equity raising is not yet concluded.


These conditions indicate a material uncertainty that may cast significant doubt about the consolidated entity's and parent entity's ability to continue as going concerns.


The directors are well advanced in negotiations for project financing with Kfw Bankengruppe which is owned 80% by the German Federal Government and 20% by the German federal states (Bundeslander). 


The directors have prepared cash flow forecasts that indicate that the amount and type of funding the consolidated entity and the parent entity will require to construct the Abu Dabbab project. This forecast assumes that a loan agreement is finalised with a major bank and an equity component of the funding is raised from investors. The outcome of this debt and further equity raising is not yet confirmed or concluded.


The ability of the consolidated entity and the parent entity to continue as going concerns is principally dependent upon raising additional capital and / or debt finance to fund exploration and project development, funding the Abu Dabbab project, other commitments, other principal activities and working capital.


      Should the consolidated entity and the parent entity be unable to continue as going concernsthey may be required 
      to realise 
their assets and extinguish their liabilities other than in the ordinary course of business, and at amounts 
      that differ from those stated in the financial statements.


These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the consolidated entity and parent entity be unable to continue as going concerns.

 

 

      (c)  Adoption of New Accounting Standards

The company has adopted AASB 7 'Financial Instruments; Disclosures' and all consequential amendments which became applicable on 1 January 2007. The adoption of this standard has only affected the disclosure in these financial statements. There has been no affect on profit and loss or the financial position of the entity.

  

(d)  New Standards and Interpretations Not Yet Adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2008 reporting periods. The Group's and the parent entity's assessment of the impact of these new standards and interpretations is set out below.


New or revised requirement

Effective for annual reporting periods beginning/ending on or after

More information

Impact on Group

New or revised requirement

Effective for annual reporting periods beginning/ending on or after

More information

Impact on Group

New and revised Standards




AASB 101 Presentation of Financial Statements (Revised September 2007), AASB 2007-8 Amendments to Australian Accounting Standards & Interpretations and AASB 2007-10 Further Amendments to AASBs arising from AASB 101


The revised standard affects the presentation of changes in equity and comprehensive income. It does not change the recognition, measurement or disclosure of specific transactions and other events required by other AASB standards. Australian issuers will need to make use in financial reports of the descriptions- Statement of Financial Performance and Position rather than Balance Sheet and Income Statement and use the term 'financial report' and not 'financial statement.' The Amending Standard updates references in various other pronouncements.

Beginning 1 January 2009

This will be adopted for the year ended 30 June 2010

This is a disclosure standard and therefore does not affect amounts recognised in the financial statements.






New or revised requirement

Effective for annual reporting periods beginning/ending on or after

More information

Impact on Group

New and revised Standards




AASB 123 Borrowing Costs (Revised), AASB 2007-6 Amendments to Australian Accounting Standards 1, 101, 107, 111, 116, 138 and Interpretations 1 & 12


This revision eliminates the option to expense borrowing costs on qualifying assets and requires that they be capitalised. The transitional provision provided allows for prospective application of this revision from either application date or adoption date if prior to 1 January 2009. The Amending Standard eliminates reference to the expensing option in various other pronouncements.

Beginning 1 January 2009

This will be adopted for the year ended 30 June 2010

To date the company has not been involved in such transactions, therefore the impact is not expected to be material.

AASB 3 Business Combinations (Revised), AASB 127 Consolidated and Separate Financial Statements (Amended), AASB 2008-3 Amendments to AASBs arising from AASB 3 and AASB 127 


This revision changes the application of acquisition accounting for business combinations and accounting for non-controlling interests. The revised and amended standards incorporate many changes which will have a significant impact on the profit and loss for entities entering into business combinations. 

Beginning 1 July 2009

This will be adopted for the year ended 30 June 2010

If the group undertakes such transactions, this needs to be considered.

AASB 8 Operating Segments, AASB 2007-3 Amendments to Australian Accounting Standards 5, 6, 102, 107, 119, 127, 134, 136, 1023 & 1038 arising from AASB 8


This standard supersedes AASB 114 Segment Reporting introducing a US GAAP approach of management reporting as part of the convergence project with FASB. 


Beginning 1 January 2009

This will be adopted for the year ended 30 June 2010

This is a disclosure standard and therefore does not affect amounts recognised in the financial statements.






New or revised requirement

Effective for annual reporting periods beginning/ending on or after

More information

Impact on Group

New and revised Standards




AASB 2008- 1 - Amendments to AASB 2 'Share Based Payments


The amendment clarifies that vesting conditions are restricted to:

  • service conditions; and 

  • Performance conditions only. 


Other features of a share-based payment are not vesting conditions. This means that all other terms and conditions are accounted for in the value of the share or option at grant date.

Beginning 1 January 2009

This will be adopted for the year ended 30 June 2010

The impact of this standard will affect the valuation of options issued by the company but is not considered to be material.


(e)    Basis of consolidation

The consolidated financial statements comprise the financial statements of Gippsland Limited and its subsidiaries as at 30 June each year ('the Group').


The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.


Adjustments are made to bring into line any dissimilar accounting policies that may exist.


All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.


Subsidiaries are consolidated from the date on which control is transferred to the group and cease to be consolidated from the date on which control is transferred out of the Group.


Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Gippsland Limited has control.


(f)    Interest in joint venture operation

The Group's interest in its joint venture operation is accounted for by recognising the Group's assets and liabilities from the joint venture, as well as expenses incurred by the Group and the Group's share of income earned from the joint venture, in the consolidated financial statements.


(g)    Foreign currency translation

Both the functional and presentation currency of Gippsland Limited and its Australian subsidiaries is Australian dollars ($AUD).


Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.



(g)    Foreign currency translation (continued)


All differences in the consolidated financial report are taken to the income statement with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the income statement.


Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.


Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the date of the initial transaction.


Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.


The functional currency of the overseas subsidiaries Tantalum Egypt JSC, Nubian Resources JSC and Nubian Resources PLC is Egyptian pounds (EGP).


As at the reporting date the assets and liabilities of these overseas subsidiaries are translated into the presentation urrency of Gippsland Limited at the rate of exchange ruling at the balance sheet date and the income statements are translated at the weighted average exchange rates for the year.


The exchange differences arising on the retranslation are taken directly to a separate component of equity.


On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the income statement.


(h)    Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.


Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:


Leasehold Improvements - over 2 to 5 years

Plant and equipment - over 3 to 10 years


Impairment

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.


For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.


If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.


The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

       Impairment losses are recognised in the income statement.


(h)    Property, plant and equipment (continued)


An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued used of the asset.


Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised.

 

      (i)    Exploration and evaluation expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.


Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.


A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. 


(j)    Recoverable amount of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.


Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.


In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.


(k)    Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.


After initial recognition, investments are measured as fair value. Gains or losses on investments are recognised in the income statement.


Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification.

    

For investments where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment.



(k)    Investments (continued)


Purchases and sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised on the trade date i.e. the date that the Group commits to purchase the asset.


(l)    Trade and other receivables

Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.


An estimate for impairment loss is made when collection of the full amount is no longer probable. Bad debts are written off when identified.


(m)    Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.


       For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents 
      as  defined above, net of outstanding bank overdrafts.


(n)    Trade and other payables

Trade and other payables are carried at amortised cost due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

 

(o)    Provisions

 Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.


 Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.


If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.


 Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.


 (p)    Share-based payment transactions

 The Group provides remuneration to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity-settled transactions').


 The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. 


In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price if the shares of Gippsland Limited ('market conditions').



(p)    Share-based payment transactions (continued)


The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('vesting date').


The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.


No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.


Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.


Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.


The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see note 7).

    

(q    Leases

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as the lease income.


Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.


Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

    

Interest

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset. 


 (r)    Income tax

 Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.


 Deferred income tax liabilities are recognised for all taxable temporary differences:

 

·         except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
·         in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
      Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:
·         except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

·         in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

 


The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.


Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. 


Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.


(s    Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:


  • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
  • receivables and payables are stated with the amount of GST included.


The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.


Cash flows are included in the Cash Flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.


      Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the 
      taxation authority.


(t) Derecognition of financial instruments

The derecognition of a financial instrument takes place when the Group no longer controls the contractual rights that comprise the financial instrument, which is normally the case when the instrument is sold, or all the cash flows attributable to the instrument are passed through to an independent third party.


(uCritical Accounting Judgements and Key Sources of Estimation Uncertainty

In the application of AIFRS management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and 

various other factors that are believed to be reasonable under the circumstance, the results of 

which form the basis of making the judgments. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.  


Judgments made by management that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, these relate to impairment of inter-company loans and exploration and evaluation expenditure. Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.


 (v)    Financial risk management objectives and policies

The Group's principal financial instruments comprise receivables, payables, cash and short-term deposits.


The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group's financial risk management policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting future financial security.


The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate, foreign exchange and commodity prices. Ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk, liquidity risk is monitored through the development of future rolling cash flow forecasts.


The Board reviews and agrees policies for managing each of these risks as summarised below.


Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below, including the setting of limits for credit allowances and future cash flow forecast projections.


Risk Exposures and Responses


Interest rate risk

The Group's has no long-term debt obligations. The Group's exposure to market interest rates primarily relate to cash and cash equivalents.


At balance date, the Group had the following mix of financial assets and liabilities exposed to Australian Variable interest rate risk that are not designated in cash flow hedges: 



Consolidated

Parent


2008

2007

2008

2007

Financial Assets





Cash and cash equivalents

1,592,840

2,611,219

1,328,816

2,315,359


1,592,840

2,611,219

1,328,816

2,315,359


Cash flow sensitivity analysis for variable rate instruments


A change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. The analysis is performed on the same basis for 2007.


2008


Profit or Loss

Equity


Carrying Value

100bp increase

100bp decrease

100bp increase

100bp decrease


$

$

$

$

$

Cash and cash equivalents

1,592,840

13,813

(13,813)

13,813

(13,813)

Trade receivables

47,941

-

-

-

-

Cash flow sensitivity (net)


13,813

(13,813)

13,813

(13,813)


2007


Profit or Loss

Equity


Carrying Value

100bp increase

100bp decrease

100bp increase

100bp decrease


$

$

$

$

$

Cash and cash equivalents

2,611,219

23,034

(23,034)

23,034

(23,034)

Trade receivables

122,806

-

-

-

-

Cash flow sensitivity (net)


23,034

(23,034)

23,034

(23,034)


Foreign currency risk

As a result of operations in Egypt, the Group's balance sheet can be affected significantly by movements in the EGP/A$ exchange rates. The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency. Approximately 58% of costs are denominated in the unit's functional currency. 


At 30 June 2008, the Group had the following exposure to foreign currency that is not designated in cash flow hedges:



Consolidated

Parent


2008

2007

2008

2007

Financial Assets





US$





Cash and cash equivalents

229,733

284,511

-

-

EGP





Cash and cash equivalents 

34,291

11,347

-

-

Trade and other receivables 

-

1,551

-

-

GBP





Cash and cash equivalents

1,120,056

-

1,120,056

-


1,384,080

297,409

1,120,056

-






Financial Liabilities





US$





Trade and other payables

55,645

52,966

-

-

EGP





Trade and other payables

6,375

28,340

-

-

Euro





Trade and other payables

57,528

8,430

-

-

GBP





Trade and other payables

118,860

-

41,145



238,408

89,736

41,145

-

Net exposure

1,145,672

207,673

1,078,911

-


The following sensitivity is based on the foreign currency risk exposures in existence at the balance sheet date:


At 30 June 2008, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:


Judgements of reasonably possible movements:



Post Tax Loss (Higher)/Lower

Equity Higher/(Lower)



2008

2007

2008

2007


$

$

$

$

Consolidated





AUD/EGP +10%

561,219

637,183

(1,650,637)

(630,467)

AUD/EGP -10%

(685,934)

(778,779)

2,017,445

770,571

Parent





AUD/EGP +10%

-

-

-

-

AUD/EGP -10%

-

-

-

-


The movements in equity in 2008 are more sensitive than in 2007 due to the higher level of EGP payables at balance date.  


Management believe the balance date risk exposures are representative of the risk exposure inherent in the financial instruments.



Credit risk

Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, and trade and other receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note. 


The Group does not hold any credit derivatives to offset its credit exposure. 


In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.


There are no significant concentrations of credit risk within the Group.


Liquidity risk

The Group's objective is to maintain a continuity of funding to ensure sufficient working capital is available to meet the companies exploration and development commitments.


The table below reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest resulting from recognised financial assets and liabilities as of 30 June 2008The values presented are the respective undiscounted cash flows for the respective upcoming fiscal years. Cash flows for financial assets and liabilities without fixed amount or timing are based on the conditions existing at 30 June 2008.


The remaining contractual maturities of the Group's and parent entity's financial liabilities are:



Consolidated

Parent


2008

2007

2008

2007






months or less

836,948

458,177

150,622

201,514

6-12 months

-

-

-

-

1-5 years

-

-

-

-

over 5 years

-

-

-

-


836,948

458,177

150,622

201,514


Maturity analysis of financial assets and liability based on management's expectation.


The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. These assets are considered in the Group's overall liquidity risk. To monitor existing financial assets and liabilities as well as to enable an effective controlling of future risks.






 


≤6 months

6-12 months

1-5 years

>5 years

Total


Year ended 30 June 2008

$

$

$

$

$







Consolidated Financial Assets






Cash and cash equivalents

1,592,840

-

-

-

1,592,840

Trade and other receivables

47,941

-

-

-

47,941


1,640,781

-

-

-

1,640,781







Consolidated Financial Liabilities






Trade and other payables

799,863

-

-

-

799,863


799,863

-

-

-

799,863

Net maturity

840,918

-

-

-

840,918




≤6 months

6-12 months

1-5 years

>5 years

Total


Year ended 30 June 2008

$

$

$

$

$







Parent Financial Assets






Cash and cash equivalents

1,328,816

-

-

-

1,328,816

Trade and other receivables

47,941

-

-

-

47,941


1,376,757

-

-

-

1,376,757







Parent Financial Liabilities






Trade and other payables

150,622

-

-

-

150,622


150,622

-

-

-

150,622

Net maturity

1,226,135

-

-

-

1,226,135



≤6 months

6-12 months

1-5 years

>5 years

Total


Year ended 30 June 2007

$

$

$

$

$







Consolidated Financial Assets






Cash and cash equivalents

2,611,219

-

-

-

2,611,219

Trade and other receivables

122,806

-

-

-

122,806


2,734,025

-

-

-

2,734,025







Consolidated Financial Liabilities






Trade and other payables

458,177

-

-

-

458,177


458,177

-

-

-

458,177

Net maturity

2,275,848

-

-

-

2,275,848



 



≤6 months

6-12 months

1-5 years

>5 years

Total


Year ended 30 June 2007

$

$

$

$

$







Parent Financial Assets






Cash and cash equivalents

2,315,359

-

-

-

2,315,359

Trade and other receivables

121,255

-

-

-

121,255


2,436,614

-

-

-

2,436,614







Parent Financial Liabilities






Trade and other payables

201,514

-

-

-

201,514


201,514

-

-

-

201,514

Net maturity

2,235,100

-

-

-

2,235,100


3    REVERSAL OF IMPAIRMENT LOSS

        

    In the current period, the company has reversed the exploration and evaluation impairment losses previously recognised amounting to $2,184,129 in relation to the Abu Dabbab tantalite, tin and feldspar project.


    The main events and circumstances that led to the reversal of these impairment losses are as follows:

  • A 10 year off take agreement was signed with the German company HC Starck GmbH for the supply of 600,000 pounds of tantalum per annum.

  • Bankable Feasibility Study on the Abu Dabbab project has been completed.

  • Detailed negotiations with the Kfw German Bank to secure the debt portion of the project finance have commenced. The bank is continuing with its due diligence process.

  • An in fill drilling program at Abu Dabbab has been completed resulting in an increase in the project reserves.

  • A major equity raising is planned following the completion of the bank due diligence.


4    SEGMENT INFORMATION


    The Group's primary reporting format is business segments and its secondary format is geographical segments.


    The operating businesses are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.


    Transfer prices between business segments are set at an arms length basis in a manner similar to transactions with third parties.


    

Business segments

    The following tables present revenue and profit information and certain asset and liability information regarding business segments for the years ended 30 June 2008 and 2007


 

 
Continuing Operations
Total Operations
 
Tantalum
Gold
Corporate
 
 
$
$
$
$
Year ended 30 June 2008
 
 
 
 
Revenue
 
 
 
 
Other revenues from external customers
1,966
1,425
77,489
80,880
Inter-segment sales
-
23,934
-
23,934
Total segment revenue
1,966
25,359
77,489
104,814
Inter-segment elimination
 
 
 
(23,934)
Total consolidated revenue
 
 
 
80,880
 
 
 
 
 
Result
 
 
 
 
Segment result
(679,232)
1,995,375
2,108,990
3,425,133
Loss before income tax and minority interest
 
 
 
3,425,133
Income tax expense
 
 
 
-
Net loss for the year
 
 
 
3,425,133
 
 
 
 
 
Assets and liabilities
 
 
 
 
Segment assets
3,215,400
296,828
1,480,061
4,992,289
Total assets
 
 
 
4,992,289
Segment liabilities
465,755
220,571
171,865
858,191
Total liabilities
 
 
 
858,191
 
 
 
 
 
Other segment information
 
 
 
 
Capital expenditure
7,967
-
2,333
10,300
Depreciation
13,868
34,268
22,217
70,353
Impairment losses
-
1,109,807
-
1,109,807
Reversal of impairment
2,184,129
-
-
2,184,129

 



 
Continuing Operations
Total Operations
 
Tantalum
Gold
Corporate
 
Year ended 30 June 2007
 
 
 
 
Revenue
 
 
 
 
Other revenues from external customers
-
8,269
127,161
135,430
Total segment revenue
-
8,269
127,161
135,430
Inter-segment elimination
 
 
 
-
Total consolidated revenue
 
 
 
135,430
 
 
 
 
 
Result
 
 
 
 
Segment result
825,198
1,862,473
1,503,548
4,191,219
Loss before income tax and minority interest
 
 
 
4,191,219
Income tax expense
 
 
 
-
Net profit for the year
 
 
 
4,191,219
 
 
 
 
 
Assets and liabilities
 
 
 
 
Segment assets
235,388
128,793
2,544,282
2,908,463
Total assets
 
 
 
2,908,463
Segment liabilities
58,578
224,910
212,990
496,478
Total liabilities
 
 
 
496,478
 
 
 
 
 
Other segment information
 
 
 
 
Capital expenditure
-
66,635
93,707
160,342
Depreciation
-
17,583
23,536
41,119
Impairment losses
742,670
1,493,894
-
2,235,564


 



Geographical segments

    The Group's geographical segments are determined by the location of the Group's assets and operations.


    The following tables present revenue, expenditure and certain asset information regarding geographical segments for the years ended 30 June 2008 and 2007


 
Australia
Egypt
Total
Year ended 30 June 2008
 
 
 
Revenue
 
 
 
Other revenues from external customers
77,490
3,390
80,880
Less revenue attributable to discontinued operation
-
-
-
Revenue from continuing operations
77,490
3,390
80,880
Inter-segment sales
-
-
-
Segment revenue
77,490
3,390
80,880
 
 
 
 
Other segment information
 
 
 
Segment assets
1,480,061
3,512,228
4,992,289
Total assets
 
 
4,992,289
 
 
 
 
Capital expenditure
2,333
7,967
10,300
 
 
 
 
Year ended 30 June 2007
 
 
 
Revenue
 
 
 
Other revenues from external customers
127,161
8,269
135,430
Less revenue attributable to discontinued operation
-
-
-
Revenue from continuing operations
127,161
8,269
135,430
Inter-segment sales
-
-
-
Segment revenue
127,161
8,269
135,430
 
 
 
 
Other segment information
 
 
 
Segment assets
2,544,282
364,181
2,908,463
Total assets
 
 
2,908,463
 
 
 
 
Capital expenditure
93,707
66,635
160,342



5    REVENUES AND EXPENSES

 

 

 


CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

(a)     Other income


 

Other income

3,338

10,168

1,835

1,935


3,338

10,168

1,835

1,935

    

(b)    Finance (costs) / income


Bank loans and overdrafts

(3,566)

(65)

(56)

(65)

Total finance costs

(3,566)

(65)

(56)

(65)






Bank interest receivable 

77,542

125,262

74,152

125,226

Total finance income

77,542

125,262

74,152

125,226


(c)    Lease payments and other expenses included in 

    income statement


Included in administrative expenses:





    Minimum lease payments - operating lease

123,328

63,449

106,654

55,425

   Option expense

193,600

60,975

193,600

60,975

   Consultancy expense

140,953

117,169

57,405

105,202


(d)    Employee benefits expense


Wages and Salaries

1,217,380

589,554

778,916

496,996

Superannuation costs

29,721

21,403

28,069

21,403

Expense of share-based payments

-

60,975

-

60,975


1,247,101

671,932

806,985

579,374


6    INCOME TAX

    

    Major components of income tax expense for the years ended 30 June 2008 and 2007 are:


    Income Statement


Current income





  Current income tax charge

-

-

-

-

  Adjustments in respect of current income tax of previous years

-

-

-

-

   





Deferred income tax





  Relating to origination and reversal of temporary differences

-

-

-

-

Benefit from previously unrecognised tax loss used to reduce deferred tax expense

-

-

-

-

Income tax expense reported in income statement

-

-

-

-



 


CONSOLIDATED

PARENT


2008

2007

2008

2007


$'000

$'000

$'000

$'000


Statement of changes in equity


Deferred income tax





   Capital raising costs   

-

-

-

-

Income tax expense reported in equity 

-

-

-

-


A reconciliation of income tax expense (benefit) applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the Group's effective income tax rate for the years ended 30 June 2008 and 2007 is as follows:

    


Accounting profit (loss) before tax from continuing operations

(3,425,133)

(4,191,218)

(5,330,027)

(4,271,808)

Loss before tax from discontinued operations

-

-

-

-

Accounting profit (loss) before income tax

(3,425,133)

(4,191,218)

(5,330,027)

(4,271,808)






At the statutory income tax rate of 30% (2007: 30%)

(1,027,540)

(1,257,366)

(1,599,008)

(1,281,542)

Provision for non-recovery of loans

-

832,071

-

832,071

Exploration expenditure incurred in relation to a foreign permanent establishment

17,855

10,218

17,855

10,218

Non-deductible expenses

62,389

73,918

62,389

73,918

Temporary differences not recognised

947,296

341,159

1,518,764

365,335






Income tax expense 

-

-

-

-






Income tax expense reported in income statement

-

-

-

-

Income tax attributable to discontinued operation

-

-

-

-


-

-

-

-






Effective income tax rate

0%

0%

0%

0%

    





 


CONSOLIDATED

PARENT


2008

2007

2008

2007


$'000

$'000

$'000

$'000


    Unrecognised deferred tax assets and liabilities

    Deferred tax assets and liabilities have not been recognised in respect of the following items:

    

Interest receivable

-

(864)

-

(864)

Business related costs

105,744

125,382

105,744

125,382

Accrued superannuation

-

523

-

523

Accrued audit fees

8,724

6,000

4,989

6,000

Accrued directors fees

-

5,000

-

5,000

Employee entitlements

6,373

4,665

6,373

3,443

Borrowing costs

1,454

2,181

1,454

2,181

Foreign exchange

110,695

12,078

1,557

11,118

Tax losses (domestic)

3,321,947

2,699,047

2,704,603

2,097,658

Trade and other receivables

-

-

4,062,664

3,096,804

Potential unrecognised tax benefit @ 30%

3,554,937

2,854,012

6,887,384

5,347,245


    The deductible temporary differences and tax losses do not expire under current legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the company can utilise benefits.

  


7    EARNINGS PER SHARE


    Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.


    Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders (after deducting interest on the convertible redeemable preference shares) by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options and dilutive convertible non-cumulative redeemable preference shares).


    The following reflects the income and share data used in the total operations basic and diluted earnings per share computations:


    


CONSOLIDATED


2008

2007


$

$

Net loss attributable to ordinary shareholders for diluted earnings per share

(3,425,133)

(4,191,218)


Shares

Shares

Weighted average number of ordinary shares for basic earnings per share

276,638,760

237,310,914

Adjusted weighted average number of ordinary shares for diluted

earnings per share

276,638,760

237,310,914

    

The consolidated entity's options over ordinary shares could potentially dilute basic earnings per share in the future, however they have been excluded from the calculations of diluted earnings per share because they are anti-dilutive for the years presented.

    

There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the completion of these financial statements.


    To calculate earnings per share, the weighted average number of ordinary shares for both basic and diluted is as per the table above. The following table provides the profit figure used as the numerator:



2008

2007


cents

cents

Net loss attributable to ordinary shareholders from discontinued operations:



 - for basic earnings per share

(1.24)

(1.77)

 - for diluted earnings per share

(1.24)

(1.77)




8    CASH AND CASH EQUIVALENTS

    


CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Cash at bank and in hand

1,551,516

338,362

1,328,816

42,502

Short term deposits

41,324

2,272,857

-

2,272,857


1,592,840

2,611,219

1,328,816

2,315,359

Cash at bank and in hand earns interest at floating rates based on daily bank rates.


Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.











The fair value of cash and cash equivalents is $1,592,840 (2007: $2,611,219).










Reconciliation of cash





For the purposes of the Cash Flow Statement, cash and cash equivalents comprise the following at 30 June:










Cash at bank and in hand

1,551,516

338,362

1,328,816

42,502

Short-term deposits

41,324

2,272,857

-

2,272,857


1,592,840

2,611,219

1,328,816

2,325,359






Reconciliation from the net profit after tax to the net cash flows from operations





Net Loss

(3,425,133)

(4,191,218)

(5,330,026)

(4,271,808)






Adjustments for:





Depreciation and amortisation

70,353

41,119

22,216

23,536

Impairment losses

(802,869)

2,236,564

3,219,535

2,768,260

Expenses capitalised

(104,892)

-

-

-

Foreign exchange loss (gain)

935,947

53,429

5,189

38,262

Interest received

(80,423)

(132,549)

(77,032)

(124,280)

Share options expensed

193,600

60,975

193,600

60,975






Changes in assets and liabilities





(increase)/decrease in trade and other receivables

74,864

(73,594)

73,314

(72,042)

(increase)/decrease in prepayments

(26,565)

(18,614)

(15,521)

(18,615)

(decrease)/increase in provisions

20,027

13,378

9,767

(13,447)

(decrease)/increase in trade and other payables

230,121

450,678

(50,892)

(6,595)

Net cash from operating activities

(2,914,970)

(1,559,832)

(1,949,850)

(1,615,754)




9    TRADE AND OTHER RECEIVABLES (CURRENT)



CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Trade receivables

47,941

122,806

47,941

121,255






Trade receivables are non-interest bearing and are generally on 60-day terms.











At 30 June, the ageing analysis of trade receivables is as follows:





0-30

31-60

61-90

61-90

+91

+91



Total

Days

Days

Days

Days

Days

Days






PDNI*

CI*

PDNI*

CI*

2008

Consolidated

47,941

47,941

-

-

-

-

-


Parent

47,941

47,941

-

-

-

-

-

2007

Consolidated

122,806

122,806

-

-

-

-

-


Parent

121,255

121,255

-

-

-

-

-


*    Past due not impaired ('PDNI')

    Considered impaired ('CI')


The balances within trade and other receivables do not contain impaired assets and are not past due. It is expected that these other balances will be received when due. 


(a) Fair value and credit risk 


Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value.


The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security, nor is it the Group's policy to transfer (on-sell) receivables to special purpose entities. 


(b) Foreign exchange and interest rate risk


Detail regarding foreign exchange and interest rate risk exposure is disclosed in note 2 (v).


10     OTHER FINANCIAL ASSETS (NON-CURRENT)



CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Loans receivable from controlled entities (a)

-

-

13,542,214

10,322,679

Provision for impairment of receivables

-

-

(13,542,214)

(10,322,679)

Investments in controlled entities (note 18)

-

-

27,688

305




27,688

305


The impairment of loans to subsidiaries was $3,219,534 (2007: $ 2,768,260).


All amounts are receivable in Australian Dollars.



(a) Loans receivable from controlled entities


The loans to controlled entities are advanced interest free, are unsecured and will be repaid when the respective subsidiary is generating sufficient funds and has the financial capacity to meet the loan commitment.


(b) Fair values


The fair values and carrying values of non-current receivables of the Group are as follows:



Consolidated

Parent


2008

2007

2008

2007


$000

$000

$000

$000






Loan receivables

-

-

-

-


(c) Interest rate risk

Details regarding interest rate risk exposure are disclosed in note 2 (v).


(d) Credit risk

The maximum exposure to credit risk at the reporting date is the higher of the carrying value and fair value of each class of receivables. No collateral is held as security.



11     PROPERTY, PLANT AND EQUIPMENT



CONSOLIDATED

PARENT


Leasehold Improvements

Plant and equipment

Total

Leasehold Improvements

Plant and equipment

Total


$

$

$

$

$

$

Year ended 30 June 2008







At 1 July 2007,







Net of accumulated depreciation

31,055

123,853

154,908

16,552

71,584

88,136

Additions

-

10,300

10,300

-

2,333

2,333

Disposals

-

-

-

-

-

-

Transfers

(14,503)

119,395

104,892

-

-

-

Depreciation charge for the year

(3,650)

(66,703)

(70,353)

(3,650)

(18,566)

(22,216)

At 30 June 2008,







Net of accumulated depreciation

12,902

186,845

199,747

12,902

55,351

68,253








At 1 July 2007







Cost or fair value

33,385

225,697

259,082

18,251

143,379

161,630

Accumulated depreciation and impairment

(2,330)

(101,844)

(104,174)

(1,699)

(71,795)

(73,494)

Net carrying amount

31,055

123,853

154,908

16,552

71,584

88,136








At 30 June 2008







Cost or fair value

18,251

316,165

334,416

18,251

110,104

128,355

Accumulated depreciation and impairment

(5,349)

(129,320)

(134,669)

(5,349)

(54,753)

(60,102)

Net carrying amount

12,902

186,845

199,747

12,902

55,351

68,253




 



CONSOLIDATED

PARENT


Leasehold Improvements

Plant and equipment

Total

Leasehold Improvements

Plant and equipment

Total


$

$

$

$

$

$

Year ended 30 June 2007







At 1 July 2006,







Net of accumulated depreciation

-

35,685

35,685

-

35,685

35,685

Additions

33,385

126,957

160,342

18,251

75,456

93,707

Transfers

-

-

-

-

(17,720)

(17,720)

Depreciation charge for the year

(2,330)

(38,789)

(41,119)

(1,699)

(21,837)

(23,536)

At 30 June 2007,







Net of accumulated depreciation

31,055

123,853

154,908

16,552

71,584

88,136








At 1 July 2006







Cost or fair value

-

195,502

195,502

-

195,502

195,502

Accumulated depreciation and impairment

-

(159,817)

(159,817)

-

(159,817)

(159,817)

Net carrying amount

-

35,685

35,685

-

35,685

35,685








At 30 June 2007







Cost or fair value

33,385

225,697

259,082

18,251

143,379

161,630

Accumulated depreciation and impairment

(2,330)

(101,844)

(104,174)

(1,699)

(71,795)

(73,494)

Net carrying amount

31,055

123,853

154,908

16,552

71,584

88,136




12    EXPLORATION AND EVALUATION EXPENDITURE



CONSOLIDATED

PARENT


Evaluation expenditure

Exploration costs

Total

Evaluation expenditure

Exploration costs

Total


$

$


$

$

$

Year ended 30 June 2008







At 1 July 2007,







net of accumulated amortisation

-

-

-

-

-

-

Additions

1,204,358

1,064,693

2,269,051

-

-

-

Impairment

2,184,129

(1,109,807)

1,074,322

-

-

-

Exchange adjustment

(282,821)

45,114

(237,707)

-

-

-

At 30 June 2008,







net of accumulated amortisation

3,105,666

-

3,105,666

-

-

-








At 1 July 2007







Cost (gross carrying amount)

3,784,660

2,809,451

6,594,111

-

-

-

Accumulated amortisation and impairment

(3,784,660)

(2,809,451)

(6,594,111)

-

-

-

Net carrying amount

-

-

-

-

-

-








At 30 June 2008







Cost (gross carrying amount)

3,105,666

3,664,199

6,769,865

-

-

-

Accumulated amortisation and impairment

-

(3,664,199)

(3,664,199)

-

-

-

Net carrying amount

3,105,666

-

3,105,666

-

-

-


    For the year ended 30 June 2008evaluation expenditure is capitalised at cost. This project cost will be amortised over the life of the Abu Dabbab operation once production has commenced.


    This asset is tested for impairment where an indicator of impairment arises.


    The exploration costs represent the expenditure on the Wadi Allaqi leases in Egypt.


    The exploration asset has been impaired because, at this stage of the project, there is insufficient resource to justify a project and hence the recovery of the asset.


    The impairment loss of $1,109,807 was charged in the 2008 financial year. A previous impairment on the Abu Dabbab project was reversed as per note 3.


    


13    EMPLOYEE BENEFITS

Key management personnel 


Names and positions held of economic and parent entity key management personnel in office at any time during the financial year are:


Key Management Person        Position


Mr RJ Telford            Chairman - Executive

Dr JM Chisholm            Director - Executive

Mr JSF Dunlop            Director - Non-executive

Mr JD Kenny            Director - Non-executive

Mr J Starink                Director - Executive

Mr PR Sims                Chief Financial Officer

Mr RS Caren            Company Secretary


Key management personnel remuneration has been included in the Remuneration Report section of the Directors Report.

   

Options and Rights Holdings

    The Group had an option plan for the granting of non-transferable options to certain directors and senior executives.


    The relevant terms and conditions applicable to options granted under the option plan include:

  • The exercise price of the options was set at a agreed price at the date of granting the options;

  • Any options that are unvested on the 31 December 2007 lapsed.


    On 30 June 2008Nil (200715,568,322) options were held by key management personnel.


    Number of Options held by Key Management Personnel



Balance 1.7.2007

Granted as Compensation

Options Exercised

Options Lapsed

Balance 30.6.2008

Mr RJ Telford

6,558,322

-

6,558,322

-

-

Dr JM Chisholm

2,260,000

-

2,260,000

-

-

Mr JSF Dunlop

2,250,000

-

-

2,250,000

-

Mr JD Kenny

2,250,000

-

2,250,000

-

-

Mr J Starink

-

-

-

-

-

Mr PR Sims

2,250,000

-

-

2,250,000

-

Mr RS Caren

-

-

-

-

-


15,568,322

-

11,068,322

4,500,000

-


    


Balance 1.7.2006

Granted as Compensation

Options Exercised

Options Lapsed

Balance 30.6.2007

Mr RJ Telford

6,558,322

-

-

-

6,558,322

Dr JM Chisholm

2,260,000

-

-

-

2,260,000

Mr JSF Dunlop

2,250,000

-

-

-

2,250,000

Mr JD Kenny

2,250,000

-

-

-

2,250,000

Mr J Starink

-

-

-

-

-

Mr PR Sims

-

2,250,000

-

-

2,250,000

Mr RS Caren

-

-

-

-

-


13,318,322

2,250,000

-

-

15,568,322


Shareholdings


Number of Shares held by Key Management Personnel



Balance 1.7.2007

Received as Compensation

Options Exercised

Net Change Other*

Balance 30.6.2008

Mr RJ Telford

13,568,124

-

6,558,322

-

20,126,446

Dr JM Chisholm

160,000

-

2,260,000

-

2,420,000

Mr JSF Dunlop

-

-

-

-

-

Mr JD Kenny

-

-

2,250,000

-

2,250,000

Mr J Starink

-

-

-

300,000

300,000

Mr PR Sims

-

-

-

-

-

Mr RS Caren

-

-

-

-

-


13,728,124

-

11,068,322

300,000

25,096,446



Balance 1.7.2006

Received as Compensation

Options Exercised

Net Change Other*

Balance 30.6.2007

Mr RJ Telford

13,568,124

-

-

-

13,568,124

Dr JM Chisholm

60,000

-

-

100,000

160,000

Mr JSF Dunlop

-

-

-

-

-

Mr JD Kenny

-

-

-

-

-

Mr J Starink

-

-

-

-

-

Mr PR Sims

-

-

-

-

-

Mr RS Caren

-

-

-

-

-


13,628,124

-

-

100,000

13,728,124

*    Net change refers to shares purchased or sold during the financial year.


14    TRADE AND OTHER PAYABLES (CURRENT)

    


CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Other payables

799,863

396,193

150,622

139,530

Related party payables ( b:





Other related parties

-

61,984

-

61,984


799,863

458,177

150,622

201,514


(a) Fair value


Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.


(b) Related party payables


For terms and conditions relating to related party payables refer to note 18.


(c) Interest rate, foreign exchange and liquidity risk


Information regarding interest rate, foreign exchange and liquidity risk exposure is set out in note 2(v).



15    PROVISIONS



Annual leave

Total


$

$

CONSOLIDATED



At 1 July 2007

38,301

38,301

Arising during the year

35,823

35,823

Utilised

(15,796)

(15,796)

At 30 June 2008

58,328

58,328




Current 2008

58,328

58,328

Non-current 2008

-

-


58,328

58,328




Current 2007

38,301

38,301

Non-current 2007

-

-


38,301

38,301




PARENT



At 1 July 2007

11,476

11,476

Arising during the year

25,324

25,324

Utilised

(15,557)

(15,557)

At 30 June 2008

21,243

21,243




Current 2008

21,243

21,243

Non-current 2008

-

-


21,243

21,243




Current 2007

11,476

11,476

Non-current 2007

-

-


11,476

11,476


    



16    ISSUED CAPITAL AND RESERVES

    


CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Ordinary Shares    





Issued and fully paid

29,550,495

25,409,780

29,550,495

25,409,780







CONSOLIDATED

PARENT


Shares

$

Shares

$

Movement in ordinary shares on the issue





At 1 July 2006

232,851,926

22,658,274

232,851,926

22,658,274

Issued on 7 February 2007 for cash on exercise of share options at 9 cents each

6,000

540

6,000

540

Issued on 1 May 2007 for cash at 10.9 cents each

26,666,666

2,895,754

26,666,666

2,895,754

Issue costs associated with capital raising

-

(144,788)

-

(144,788)

At 1 July 2007

259,524,592

25,409,780

259,524,592

25,409,780

Issued on 3December 2007 for cash on exercise of share options at 9 cents each 

33,674,180

3,030,676

33,674,180

3,030,676

Issued on 26 February 2008 in accordance with an employment contract for nil consideration

500,000

-

500,000

-

Issued on 27 June 2008 for cash at 9.3 cents each

12,655,553

1,181,290

12,655,553

1,181,290

Issue costs associated with capital raising

-

(71,251)

-

(71,251)

At 30 June 2008

306,354,325

29,550,495

306,354,325

29,550,495


Options






2008 Number

2008 WAEP

2007 Number

2007 WAEP

Outstanding at the beginning of the year

83,232,393

0.11

80,988,393

0.11

Granted during the year

4,000,000

0.16

2,250,000

0.15

Exercised during the year

(33,674,180)

(0.09)

(6,000)

(0.09)

Expired during the year

(24,558,213)

(0.10)

-

-

Outstanding at the end of the year

29,000,000

0.14

83,232,393

0.11







    *    WAEP refers to weighted average exercise price

 

(a)   Capital management


The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.


There were no changes in the Group's approach to capital management during the year.


Neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.


(b)  Share-based payments


On 5 February 2008, the company stockbrokers Fox Davies Holdings Limited and Seymour Pierce Limited were granted 2,000,000 options each with an exercise price of £0.07 on or before 15 December 2011.


Using the Binomial Tree option valuation, the fair value of the options was calculated. The model takes into account share price volatilities and the risk that the company is not listed. The following inputs were used:


Strike price

A$ 0.15

Stock price

A$ 0.10

Valuation date

05/02/2008

Expiry date

15/12/2011

Volatility

70%

Risk free rate

6.75%

Value per option

A$ 0.0484

Number of options

4,000,000

Value of options

A$ 193,600

 


The value of options issued was fully expensed at 30 June 2008.


Other Reserves              


CONSOLIDATED

PARENT


Option reserve

Foreign currency translation

Total

Option reserve

Foreign currency translation 

Total


$


$


$


$


$


$

At 1 July 2006

77,827

-

77,827

77,827

-

77,827

Share based payment

60,975

-

60,975

60,975

-

60,975

At 30 June 2007

138,802

-

138,802

138,802

-

138,802

Currency translation differences

-

812,931

812,931

-

-

-

Share based payment

193,600

-

193,600

193,600

-

193,600

As at 30 June 2008

332,402

812,931

1,145,333

332,402

-

332,402


    Nature and purpose of reserves

    Option reserve

    The option reserve is used to record items recognised as expenses on valuation of share options.

    

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.    It is also used to record the net investment hedged in these subsidiaries.


17     COMMITMENTS AND CONTINGENCIES


    Operating lease commitments - Group as lessee

    The Group has entered into commercial leases for office accommodation in PerthAustralia and Cairo Egypt.

 

Perth Office Lease


The property lease is a non-cancellable lease with a five year term, with rent payable monthly in advance. Contingent rental provisions within the lease agreement require the minimum lease payments shall be increased by the lower of CPI or 5% per annum. An option exists to renew the lease at the end of the five year term for an additional five years.


Cairo Office Lease


The property lease is a non-cancellable lease with a two year term, with rent payable monthly in advance.


    Operating Lease Commitments

    


CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Within one year

140,925

114,612

123,704

96,000

After one year but not more than five years

281,327

328,282

281,327

314,323

More than five years

-

-

-

-


422,252

442,894

405,031

410,323


Capital commitments

    

There were no capital commitments at reporting date.


18    RELATED PARTY DISCLOSURE


    The consolidated financial statements include the financial statements of Gippsland Limited and the subsidiaries listed in the following table:


    


Country of incorporation

Equity interest (%)

Investment ($)


2008

2007

2008

2007

Abutan Pty Ltd

Australia

100

100

100

100

Tantalum International Pty Ltd

Australia

100

100

100

100

Here2win.com Pty Ltd

Australia

100

100

100

100

Nubian Resources plc

United Kingdom

100

100

27,388

5

Tantalum Egypt JSC

Egypt

50

50

-

-

Nubian Resources JSC

Egypt

100

-

-

-





27,688

305


    Gippsland Limited is the ultimate Australian parent entity and ultimate parent of the Group.


     

The following table provides the total amount of transactions which have been entered into with related parties for the relevant financial year:


    


CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Eco International Pty Ltd - a company controlled by Mr RJ Telford received management fees.

260,211

207,069

260,211

207,069

Mandu Pty Ltd - a company controlled by Dr JM Chisholm received geological consulting fees.

237,500

211,054

237,500

211,054

John S Dunlop and Associates Pty Ltd - a company controlled by Mr JSF Dunlop received directors and mining consulting fees.

60,412

45,640

60,412

45,640

Ventureworks Pty Ltd - a company controlled by Mr JD Kenny received director's fees.

38,750

38,333

38,750

38,333

The parent entity, Gippsland Limited, has made loans to its controlled entities. These loans are interest free, unsecured and at call.

-

-

3,219,535

7,054,347



19    EVENTS AFTER THE BALANCE SHEET DATE


    On 25 July 2008, Gippsland Limited ('Gippsland') and Stellar Resources Limited ('Columbus') announced that they will merge their respective interests in the Tasmanian Heemksirk Tin project (formerly known as the Zeehan Tin project) into Stellar's subsidiary Columbus Metals Limited 


('Columbus'). The agreement is conditional upon Columbus raising a minimum of A$10 million and being admitted to the official list of the ASX on or before 31 December 2008


Gippsland will be issued with 15 million A$0.25 fully paid ordinary shares or the same number of shares that Stellar will hold in Columbus at the time of its admission to the official list of the ASX, if that number is greater than 15 million shares. Upon listing, Columbus will also invite a nominee from Gippsland to join the board of Columbus as a non-executive director.


No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.




20    AUDITORS' REMUNERATION

    


CONSOLIDATED

PARENT


2008

2007

2008

2007


$

$

$

$

Amounts received or due and receivable by PKF Australia for:










  • an audit or review of the financial report of the entity and any other entity in the consolidated entity

42,834

-

42,834

-

  • other services in relation to the entity and any other entity in the consolidated entity





(a)  tax compliance

2,992

-

500

-

   (b) corporate advisory fees

22,697

-

10,902

-


68,523

-

54,236

-






Amounts received or due and receivable by auditors other than PKF Australia for:










  • an audit or review of the financial report of subsidiary entities

89,037

29,670

12,422

29,670


157,560

29,670

66,658

29,670


21    JOINT VENTURE


At 30 June 2008, the company has interests in the following joint ventures whose principal activities are the exploration for gold, precious metals and base metals.


Name of Project

Interests 

Other Parties


2008

2007


Heemskirk Tin Deposit - TasmaniaAustralia

40%

40%

Stellar Resources Limited - 60%

Seiga - Wadi AllaqiEgypt

50%

50%

Egyptian Mineral Resources Authority - 50%

Um Shashoba - Wadi AllaqiEgypt 

50%

50%

Egyptian Mineral Resources Authority - 50%

Haimur - Wadi AllaqiEgypt

50%

50%

Egyptian Mineral Resources Authority - 50%

Nile Valley Block E - Wadi AllaqiEgypt

50%

50%

Egyptian Mineral Resources Authority - 50%

Nile Valley Block A - Wadi AllaqiEgypt

50%

50%

Egyptian Mineral Resources Authority - 50%

Um Garayat - Wadi Allaqi, Egypt

50%

50%

Egyptian Mineral Resources Authority - 50%

Koleit - Wadi AllaqiEgypt

50%

50%

Egyptian Mineral Resources Authority - 50%

Um Tiur - Wadi Allaqi, Egypt

50%

50%

Egyptian Mineral Resources Authority - 50%

Abu Swayel - Wadi AllaqiEgypt

50%

50%

Egyptian Mineral Resources Authority - 50%


The joint ventures are of the type where initially one party contributes tenements with the other party earning a specified percentage by funding exploration activities. The Joint Venture does not hold any assets and accordingly the Company's share of exploration expenditure is accounted for in accordance with the policy set out in Note 2 (f).  Directors' Declaration


The directors of Gippsland Limited declare that:
     
(a)     in the directors’ opinion the financial statements and notes on pages 16 to 56, and the remuneration disclosures that are contained in the Directors’ report, set out on pages 7 to 14, are in accordance with the Corporations Act 2001, including:
 
                         (i)      giving a true and fair view of the company's and the consolidated entity's financial position as at 30 June 2008 and of their performance, for the year ended on that date; and
 
                       (ii)      complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001.
 
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1; and
 
(c) the remuneration disclosures that are contained in the Remuneration report in the Directors’ report comply with Australian Accounting Standard AASB 124 Related Party Disclosures, the Corporations Act 2001 and the Corporations Regulations 2001; and
 
(d) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
 
At the date of this declaration there are reasonable grounds to believe that the company and the group entities identified in note 18 will be able to meet any obligations or liabilities to which they are or may have become subject to by virtue of the Deed of Cross Guarantee between the company and those group entities pursuant to ASIC Class Order 98/1418.
 
The directors have been given the declarations by the chief executive officer and chief financial officer for the financial year ended 30 June 2008, required by Section 295A of the Corporations Act 2001.
 
      Signed in accordance with a resolution of the directors.

   

 

Dated 30th day of September 2008.






    R J Telford

    Director


  




Shareholder Information set out as at 17 September 2008


A

TOTAL EQUITY SECURITIES

Shares

Options ex 26/5/2012 at 13.5 cents

Options ex 15/12/2011 at 7 pence


Totals on Issue

306,354,325

25,000,000

4,000,000






B

DISTRIBUTION OF EQUITY SECURITIES





1 - 1,000

68




1,001 - 5,000

164




5,001 - 10,000

246




10,001 - 100,000

626




100,001 and over

260

1

2



1,364

1

2







No of shareholders holding an unmarketable parcel

240








C

TOP 20 SHAREHOLDERS

Number

%


1

International Finance Corporation

25,000,000

8.16


2

ANZ Nominees Limited

17,735,143

5.79


3

Taveroam Pty Ltd

16,600,000

5.42


4

Situate Pty Ltd

14,750,000

4.81


5

Eco International Pty Ltd

13,256,985

4.33


6

King Town Holdings Pty Ltd

12,000,000

3.92


7

Barclayshare Nominees Limited 

7,668,971

2.50


8

L R Nominees Limited

7,667,682

2.50


9

Smith & Williamson Nominees Limited

7,200,000

2.35


10

Mr Robert John Telford & Robin K Telford

6,869,461

2.24


11

TD Waterhouse Nominees (Europe) Limited

6,390,188

2.09


12

Alsanto Nominees Pty Ltd

6,390,000

2.09


13

Pershing Nominees Limited

5,834,444

1.90


14

Starvest PLC

4,500,000

1.47


15

HSBC Custody Nominees

4,329,600

1.41


16

Sunvest Corporation Limited

4,266,665

1.39


17

The Bank of New York (Nominees) Limited

3,522,222

1.15


18

HSBC Marking Name Nominee (UK) Limited

2,611,111

0.85


19

HSBC Global Custody Nominee (UK) Limited

2,331,166

0.76


20

Mandu Superannuation Fund

2,320,000

0.76




171,243,638

55.90


 


D

UNLISTED OPTION HOLDERS

Number

Exercise Price

Expiry


International Finance Corporation

25,000,000

13.5 cents

26/05/2012


FD Holdings Ltd

2,000,000

7 pence

15/12/2011


Seymour Pierce Limited

2,000,000

7 pence

15/12/2011






E

SUBSTANTIAL SHAREHOLDERS

Number

%



Situate Pty Ltd, Taveroam Pty Ltd and RW Beale

31,500,000

10.28



International Finance Corporation

25,000,000

8.16



Eco International Pty Ltd and Mr Robert John Telford & Robin K Telford

20,126,446

6.57



ANZ Nominees Pty Ltd

17,735,143

5.79







F

VOTING RIGHTS





Under the Company's constitution, all ordinary shares carry one vote per share without restriction. Options over ordinary shares do not carry any voting rights.



F

EXPLORATION INTERESTS


As at 25 September, the company has an interest in the following tenements:


Country

Project

Tenement

Status

Interest


Egypt

Abu Dabbab

Exploitation Licence 1658

Granted

50%


Egypt

Abu Dabbab

Exploitation Licence 1659

Granted

50%


Egypt

Nuweibi

Exploitation Licence 1785

Granted

50%


Egypt

Wadi Allaqi - Seiga

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Shashoba

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Haimur

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Garayat

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Koleit

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Nile Valley A

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Nile Valley E

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Abu Swayel

Exploration Licence 1

Granted

50%


Egypt

Wadi Allaqi - Um Tiur

Exploration Licence 1

Granted

50%


Eritrea

Adobha

Application 2

Pending

90%


Eritrea

Adobha

Application 2

Pending

90%


Eritrea

Adobha

Application 2

Pending

90%


Australia

Heemskirk (Tasmania)

Retention Licence No.5/1997

Granted

40%








Notes:






1

Tenements granted subject to an agreement with the Egyptian Government (EMRA) dated 21 June 2004.


2

Applications submitted 20 February 2008.

   




This information is provided by RNS
The company news service from the London Stock Exchange
 
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